-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NDNuwIXwDqf1dE+rVW0XtZURUOV6rxFEnDDgyLJYaQ9dLnGeocNOf6Fsvzqd5Pla 1NcRqWQFOHWsYYxsmbAFiw== 0000919574-00-001076.txt : 20001212 0000919574-00-001076.hdr.sgml : 20001212 ACCESSION NUMBER: 0000919574-00-001076 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VESTA INSURANCE GROUP INC CENTRAL INDEX KEY: 0000911576 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 631097283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-50207 FILM NUMBER: 787114 BUSINESS ADDRESS: STREET 1: 3760 RIVER RUN DR CITY: BIRMINGHAM STATE: AL ZIP: 35243 BUSINESS PHONE: 2059707000 MAIL ADDRESS: STREET 1: 3760 RIVER RUN DRIVE CITY: BIRMINGHAM STATE: AL ZIP: 35243 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROSPECTOR PARTNERS LLC CENTRAL INDEX KEY: 0001080380 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WEBSTER MEMORIAL BLDG STREET 2: 36 TRUMBULL ST CITY: HARTFORD STATE: CT ZIP: 06103-2404 MAIL ADDRESS: STREET 1: THE WEBSTER MEMORIAL BUILDING STREET 2: 36 TRUMBALL STREET CITY: HARTFORD STATE: CT ZIP: 06103-2404 SC 13G/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 1 Name of Issuer: Vesta Insurance Group, Inc. Title of Class of Securities: Common Stock CUSIP Number: 925391104 (Date of Event Which Requires Filing of this Statement) December 1, 2000 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X / Rule 13d-1(c) / / Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP Number: 925391104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Prospector Partners, L.L.C. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 444,925 7. Sole Dispositive Power: 8. Shared Dispositive Power: 444,925 9. Aggregate Amount Beneficially Owned by Each Reporting Person 444,925 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 2.4% -2- 12. Type of Reporting Person IA; OO -3- CUSIP Number: 925391104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Prospector Partners Fund, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 7. Sole Dispositive Power: 8. Shared Dispositive Power: 9. Aggregate Amount Beneficially Owned by Each Reporting Person 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.0% -4- 12. Type of Reporting Person PN -5- Item 1(a) Name of Issuer: Vesta Insurance Group, Inc. (b) Address of Issuer's Principal Executive Offices: 3760 River Run Drive Birmingham, Alabama 35243 Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons Filing: Prospector Partners, L.L.C ("PP") Prospector Partners Fund, L.P.("PPF") The Webster Memorial Building 36 Trumball Street Hartford, CT 06103-2404 Prospector Partners, L.L.C is a Delaware limited liability company. Prospector Partners Fund, L.P. is a Delaware limited partnership. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 925391104 Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1) or 13d-2(b) or (c) check whether the person filing is: (a) / / Broker or dealer registered under Section 15 of the Act, (b) / / Bank as defined in Section 3(a)(6) of the Act, (c) / / Insurance Company as defined in Section 3(a)(19) of the Act, (d) / / Investment Company registered under Section 8 of the Investment Company Act, (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund, -6- (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G), (h) / / Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) / / Church plan excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act, (j) / / Group, in accordance with Rule 13d- 1(b)(1)(ii)(H). If this statement is filed pursuant to Rule 13d-1(c), check this box. / X / Item 4. Ownership. (a) Amount Beneficially Owned: PP - 444,925 shares; PPF - 0 shares of Common Stock (the "Shares"). (b) Percent of Class: PP - 2.4% PPF - 0.0%; (c) PP - 444,925 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 444,925 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of PPF - 0 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 0 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of Item 5. Ownership of Five Percent or Less of a Class. As of the date hereof the Reporting Persons are no longer the beneficial owners of greater than five percent of the oustanding shares of the Common Stock of the Issuer. -7- Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of the Group. N/A Item 10. Certification for Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. PROSPECTOR PARTNERS, L.L.C. /s/ John D. Gillespie _________________________ By: John D. Gillespie, Managing Member PROSPECTOR PARTNERS FUND, L.P. By: PROSPECTOR ASSOCIATES, L.L.C., General Partner -8- /s/ John D. Gillespie _________________________ By: John D. Gillespie, Managing Member Date: December 11, 2000 -9- AGREEMENT The undersigned agree that this Amendment No. 1 to Schedule 13G dated December 11, 2000 relating to the Common Stock of Vesta Insurance Group, Inc. shall be filed on behalf of the undersigned. PROSPECTOR PARTNERS, L.L.C. /s/ John D. Gillespie _____________________________ By: John D. Gillespie, Managing Member PROSPECTOR PARTNERS FUND, L.P. By: PROSPECTOR ASSCOIATES, L.L.C., General Partner /s/ John D. Gillespie _____________________________ By: John D. Gillespie, Managing Member -10- 02081001.AJ3 -----END PRIVACY-ENHANCED MESSAGE-----