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As filed with the Securities and Exchange Commission on September 1, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Vesta Insurance Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 63-1097283
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(State of Incorporation) (I.R.S. Employer Identification No.)
3760 River Run Drive
Birmingham, Alabama 35243
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(Address of principal (Zip Code)
executive offices)
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If this Form relates to the registration If this Form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), please check the following box. [X] A.(d), please check the following box. [_]
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Securities Act Registration Statement File Number
to which this Form relates: Not Applicable
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of Class)
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
At a meeting held August 10, 2000, the Board of Directors of Vesta
Insurance Group, Inc. authorized an amendment (the "Amendment") to the Rights
Agreement, dated as of June 15, 2000 (the "Rights Agreement"), by and between
the Company and First Chicago Trust Company, as Rights Agent. The Rights were
previously registered on Form 8-A on June 21, 2000. The purpose of the
Amendment was to permit certain entities to acquire beneficial ownership of in
excess of 10% of Vesta's Common Stock without becoming an "Acquiring Person"
under the Rights Agreement or otherwise having any effect on the Rights.
A complete copy of the Amendment is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. A copy of the Rights Agreement is incorporated
herein by reference to Exhibit 4.1 to the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission via EDGAR on June 21,
2000.
Item 2. Exhibits.
Exhibit No. Description
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4.1 Amendment to Rights Agreement, dated as of August 10, 2000,
between the Company and First Chicago Trust Company, as
Rights Agent.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: September 1, 2000
VESTA INSURANCE GROUP, INC.
By: /s/ Norman W. Gayle, III
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Name: Norman W. Gayle, III
Title: President
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