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[Letterhead of Vesta Insurance Group, Inc.]
July 6, 2000
Filed Via EDGAR
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The Securities and Exchange Commission
450 Fifth Street N. W.
Washington, D.C. 20549
Attention: Ms. Cheri Carper
Re: Vesta Insurance Group, Inc.; Registration Statement on Form S-1
(Registration No. 333-90473)
Ladies and Gentlemen:
Pursuant to Rule 477(a) under the Securities Act of 1933 as amended, Vesta
Insurance Group, Inc. (the "Company") hereby requests that the Securities and
Exchange Commission consent to the withdrawal of the Company's Registration
Statement on Form S-1 (Registration No. 333-90473), which was originally filed
on November 5, 1999. This Registration Statement was filed on behalf of a
selling stockholder which disposed of all of its shares in privately negotiated
transactions which were exempt from registration. Accordingly, the Company is
requesting withdrawal of this Registration Statement. No shares of common stock
of the Company have been issued or sold under this Registration Statement.
Pursuant to Rule 477(c), the Company further requests that an order of the
Commission be included in the file for the Registration Statement indicating
that "the Registration Statement was withdrawn upon request of the Registrant,
the Commission consenting thereto."
Should you have any questions or comments or require further information or
documentation, please do not hesitate to contact the undersigned at (205) 970-
7000, or John W. McCullough at the law firm of Balch & Bingham LLP at (205) 226-
3479.
Very truly yours,
VESTA INSURANCE GROUP, INC. VESTA INSURANCE GROUP, INC.
/s/ Norman W. Gayle, III /s/ Donald W. Thornton
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Norman W. Gayle, III Donald W. Thornton
President and Chief Executive Officer Senior Vice President, General Counsel
and Secretary
Designated Agent for Service
of Process
