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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Vesta Insurance Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value(1)
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(Title of Class of Securities)
925391104
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(CUSIP Number)
James A. Taylor
Birmingham Investment Group, LLC
17 North 20th Street
Birmingham, Alabama 35203
(205) 327-3500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
ss.240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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(1) The Common Stock of the Issuer is issuable upon conversion of the
Series A Convertible Preferred Stock of the Issuer, as described in the
Certificate of Designation of Preferences and Rights of Series A Convertible
Preferred Stock of Vesta Insurance Group, Inc., as filed with the Delaware
Secretary of State on September 30, 1999 (the "Certificate of Designation").
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CUSIP No. 925391104 Page 2 of 6 Pages
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Birmingham Investment Group, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization Delaware
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Number of 7. Sole Voting Power 5,900,000(2)
Shares Bene- ------------------------------------
ficially 8. Shared Voting Power
Owned by Each -----------------------------------
Reporting 9. Sole Dispositive Power 5,900,000(3)
Person With --------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person 5,900,000(4)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(2) Upon conversion of the Series A Convertible Preferred Stock of the
Issuer into Common Stock of the Issuer, the Reporting Person will have sole
power to vote 5,900,000 shares of Common Stock of the Issuer, subject to
adjustment, as described in the Certificate of Designation. Prior to conversion,
each share of Series A Convertible Preferred Stock of the Issuer has the right
to one vote for each share of Common Stock of the Issuer into which the Series A
Convertible Preferred Stock of the Issuer can be converted. Each share of Series
A Convertible Preferred Stock of the Issuer is convertible into two shares of
Common Stock of the Issuer, for an aggregate of 5,900,000 shares of Common Stock
of the Issuer, as of the date of this Statement, subject to adjustment, as
described in the Certificate of Designation.
(3) Upon conversion of the Series A Convertible Preferred Stock of the
Issuer into Common Stock of the Issuer, the Reporting Person will have sole
power to dispose of 5,900,000 shares of Common Stock of the Issuer, subject to
adjustment, as described in the Certificate of Designation.
(4) The Reporting Person beneficially owns 5,900,000 shares of Common Stock
of the Issuer, which are issuable upon conversion of the Series A Convertible
Preferred Stock of the Issuer, subject to adjustment, as described in the
Certificate of Designation.
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CUSIP No. 925391104 Page 3 of 6 Pages
13. Percent of Class Represented by Amount in Row (11) Approximately 24%(5)
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14. Type of Reporting Person (See Instructions)
00 (limited liability company)
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(5) The Reporting Person beneficially owns approximately 24% of the
outstanding shares of the Common Stock of the Issuer, which are issuable upon
conversion of the Series A Convertible Preferred Stock of the Issuer, subject to
adjustment, as described in the Certificate of Designation.
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CUSIP No. 925391104 Page 4 of 6 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to shares of
Common Stock, $.01 par value, of Vesta Insurance Group, Inc. (the "Common
Stock"), which are issuable upon conversion of the Series A Convertible
Preferred Stock, $.01 par value, of Vesta Insurance Group, Inc. (the "Series A
Convertible Preferred Stock").
Vesta Insurance Group, Inc. (the "Issuer") is a Delaware corporation,
whose principal executive offices are located at 3760 River Run Drive,
Birmingham, Alabama 35243.
Item 2. Identity and Background.
This Statement is filed by Birmingham Investment Group, LLC (the
"Reporting Person"), which is a Delaware limited liability company, whose
principal business is investing in the equity securities of the Issuer. The
principal office of the Reporting Person is located at 17 North 20th Street,
Birmingham, Alabama 35203.
To the best of the Reporting Person's knowledge, during the five years
prior to the date hereof, no member of the Reporting Person has been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors). During the five years prior to the date hereof, neither the
Reporting Person nor, to the best of the Reporting Person's knowledge, any
member of the Reporting Person has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, and as a result of
such proceeding has been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On September 30, 1999, the Reporting Person purchased 2,950,000 shares
of Series A Convertible Preferred Stock of the Issuer, which are convertible
into 5,900,000 shares of Common Stock of the Issuer, subject to adjustment, as
described in the Certificate of Designation, with proceeds from capital
contributions by its members in the amount of $25,075,000.
Item 4. Purpose of Transaction.
The Reporting Person acquired shares of the Series A Convertible
Preferred Stock of the Issuer, which are convertible into shares of Common Stock
of the Issuer, for investment purposes.
Although the Reporting Person has not formulated any definitive plans
to do so, it may from time to time acquire additional securities of the Issuer,
or dispose of securities of the Issuer, if and when it deems it appropriate in
light of market conditions, investment policies and other factors, subject to
the limitations set forth in the Stock Purchase Agreement by and among Vesta
Insurance Group, Inc. and Birmingham Investment Group, LLC (the "Stock Purchase
Agreement"), which, for the next three years, generally limits the purchase by
the Reporting Person of additional securities of the Issuer which would increase
the Reporting Person's voting power in the Issuer above 40%.
Pursuant to the terms of the Stock Purchase Agreement, nominees of the
Reporting Person will obtain two positions on the Issuer's Board of Directors,
which positions will increase proportionally as the size of the Issuer's Board
of Directors increases. Nominees of the Reporting Person will also have the
right to proportional representation on each committee of the Issuer's Board of
Directors, except for any committee that may be established solely to approve
transactions between the Reporting Person, or any affiliate thereof, and the
Issuer.
Pursuant to the terms of the Certificate of Designation, the Issuer may not
merge into or consolidate with any other corporation (other than a wholly owned
subsidiary corporation) if the Issuer is not the surviving entity in such merger
or consolidation, or sell, convey or otherwise dispose of all or substantially
all of its property or business, without the
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CUSIP No. 925391104 Page 5 of 6 Pages
approval of at least a majority of the outstanding shares of Series A
Convertible Preferred Stock of the Issuer, if, as a result of such merger,
consolidation, sale, conveyance or disposition, appropriate provision is not
made for the Series A Convertible Preferred Stock of the Issuer to be converted
into, or exchanged for, shares of the surviving corporation or acquiring entity,
having the same (or more favorable) rights and preferences with respect to the
surviving corporation or acquiring entity as exist with respect to the Issuer.
Except as set forth above, the Reporting Person has no plans or
proposals which relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 5,900,000 shares of Common
Stock, or approximately 24% of the outstanding shares of Common Stock, of the
Issuer, which are issuable upon conversion of the 2,950,000 shares of Series A
Convertible Preferred Stock, or 100% of the outstanding shares of the Series A
Convertible Preferred Stock, of the Issuer, subject to adjustment, as described
in the Certificate of Designation.
(b) Upon conversion of the Series A Convertible Preferred Stock of the
Issuer into Common Stock of the Issuer, the Reporting Person will have sole
power to vote 5,900,000 shares of Common Stock of the Issuer, subject to
adjustment, as described in the Certificate of Designation. Prior to conversion,
each share of Series A Convertible Preferred Stock of the Issuer has the right
to one vote for each share of Common Stock of the Issuer into which the Series A
Convertible Preferred Stock of the Issuer can be converted. Each share of Series
A Convertible Preferred Stock of the Issuer is convertible into two shares of
Common Stock of the Issuer, for an aggregate of 5,900,000 shares of Common Stock
of the Issuer, as of the date of this Statement, subject to adjustment, as
described in the Certificate of Designation.
Upon conversion of the Series A Convertible Preferred Stock of the
Issuer into Common Stock of the Issuer, the Reporting Person will have sole
power to dispose of 5,900,000 shares of Common Stock of the Issuer, subject to
adjustment, as described in the Certificate of Designation.
(c) Other than the Reporting Person's acquisition of 2,950,000 shares
of Series A Convertible Preferred Stock of the Issuer, which are convertible
into 5,900,000 shares of Common Stock of the Issuer, subject to adjustment, as
described in the Certificate of Designation, on September 30, 1999, which is the
subject of this Statement, there has been no transaction regarding either the
Common Stock of the Issuer or the Series A Convertible Preferred Stock of the
Issuer effected during the past sixty days by the Reporting Person.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There is no contract, arrangement, understanding or relationship (legal
or otherwise) between the Reporting Person and any other person with respect to
any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
(99) - 1: Form of Certificate of Designation of Preferences and Rights
of Series A Convertible Preferred Stock of Vesta Insurance Group, Inc., filed as
Appendix A to the Issuer's Definitive Proxy Statement, dated August 9, 1999, is
hereby incorporated herein by reference.
(99) - 2: Convertible Preferred Stock Purchase Agreement by and among
Vesta Insurance Group, Inc. and Birmingham Investment Group, LLC, filed as
Exhibit (10) - 1 to the Issuer's Current Report on Form 8-K, dated June 29,
1999, is hereby incorporated herein by reference.
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CUSIP No. 925391104 Page 6 of 6 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: October 12, 1999
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/s/ James A. Taylor
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James A. Taylor, Manager
