VESTA INSURANCE GROUP, INC.

-----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, FIPstVX1d/TkucDo6GBm1e2ZXD8FIU4Rppz6v+VpvMx1Owzu5nX6zJs73e4wXVh3 82K0QyuuWSR6vn3EVopQSA== 0000950144-02-010656.txt : 20021021 0000950144-02-010656.hdr.sgml : 20021021 20021021171101 ACCESSION NUMBER: 0000950144-02-010656 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021021 GROUP MEMBERS: ALABAMA REASSURANCE COMPANY GROUP MEMBERS: GREENE GROUP, INC. GROUP MEMBERS: SCOTT M. PHELPS GROUP MEMBERS: W. RODNEY WINDHAM 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-44766 FILM NUMBER: 02794227 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: BRYANT PAUL W JR CENTRAL INDEX KEY: 0001199812 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 020152 CITY: TUSCALOOSA STATE: AL ZIP: 35402 BUSINESS PHONE: 2053455600 MAIL ADDRESS: STREET 1: PO BOX 020152 CITY: TUSCALOOSA STATE: AL ZIP: 35402 SC 13G 1 g78781sc13g.htm VESTA INSURANCE GROUP, INC. VESTA INSURANCE GROUP, INC.

OMB APPROVAL

OMB Number 3235-0145

Expires: October 31, 2002

Estimated average burden
hours per response 10.7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

VESTA INSURANCE GROUP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

925391104

(CUSIP Number)

October 11, 2002

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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 NO. 925391104	13G	PAGE 2 OF 15 PAGES


(1)	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alabama Reassurance Company



(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o
	(See Instructions)			(b) x



(3)	SEC USE ONLY



(4)	CITIZENSHIP OR PLACE OF ORGANIZATION Alabama



(5)	SOLE VOTING POWER 1,264,300			o



(6)	SHARED VOTING POWER 0


		(7)	SOLE DISPOSITIVE POWER 1,264,300
NUMBER OF
SHARES
BENEFICIALLY		(8)	SHARED DISPOSITIVE POWER 0
OWNED BY
EACH
REPORTING		(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
PERSON WITH			REPORTING PERSON 1,264,300



(10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES (See Instructions)			o



(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5%



(12)	TYPE OF REPORTING PERSON (See Instructions) IC


CUSIP NO. 925391104	13G	PAGE 3 OF 15 PAGES


(1)	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Greene Group, Inc.



(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o
	(See Instructions)			(b) x



(3)	SEC USE ONLY



(4)	CITIZENSHIP OR PLACE OF ORGANIZATION Alabama



(5)	SOLE VOTING POWER 0			o



(6)	SHARED VOTING POWER 1,264,300


		(7)	SOLE DISPOSITIVE POWER 0
NUMBER OF
SHARES
BENEFICIALLY		(8)	SHARED DISPOSITIVE POWER 1,264,300
OWNED BY
EACH
REPORTING		(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
PERSON WITH			REPORTING PERSON 1,264,300



(10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES (See Instructions)			o



(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5%



(12)	TYPE OF REPORTING PERSON (See Instructions) HC


CUSIP NO. 925391104	13G	PAGE 4 OF 15 PAGES


(1)	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) W. Rodney Windham



(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o
	(See Instructions)			(b) x



(3)	SEC USE ONLY



(4)	CITIZENSHIP OR PLACE OF ORGANIZATION United States



(5)	SOLE VOTING POWER 807.4			o



(6)	SHARED VOTING POWER 1,264,300


		(7)	SOLE DISPOSITIVE POWER 807.4
NUMBER OF
SHARES
BENEFICIALLY		(8)	SHARED DISPOSITIVE POWER 1,264,300
OWNED BY
EACH
REPORTING		(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
PERSON WITH			REPORTING PERSON 1,265,107.4



(10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES (See Instructions)			o



(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5%



(12)	TYPE OF REPORTING PERSON (See Instructions) IN


CUSIP NO. 925391104	13G	PAGE 5 OF 15 PAGES


(1)	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul W. Bryant, Jr.



(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o
	(See Instructions)			(b) x



(3)	SEC USE ONLY



(4)	CITIZENSHIP OR PLACE OF ORGANIZATION United States



(5)	SOLE VOTING POWER 712,500			o



(6)	SHARED VOTING POWER 1,264,300


		(7)	SOLE DISPOSITIVE POWER 712,500
NUMBER OF
SHARES
BENEFICIALLY		(8)	SHARED DISPOSITIVE POWER 1,264,300
OWNED BY
EACH
REPORTING		(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
PERSON WITH			REPORTING PERSON 1,976,800



(10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES (See Instructions)			o



(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%



(12)	TYPE OF REPORTING PERSON (See Instructions) IN


CUSIP NO. 925391104	13G	PAGE 6 OF 15 PAGES


(1)	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Scott M. Phelps



(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o
	(See Instructions)			(b) x



(3)	SEC USE ONLY



(4)	CITIZENSHIP OR PLACE OF ORGANIZATION United States



(5)	SOLE VOTING POWER 4,500			o



(6)	SHARED VOTING POWER 1,264,300


		(7)	SOLE DISPOSITIVE POWER 4,500
NUMBER OF
SHARES
BENEFICIALLY		(8)	SHARED DISPOSITIVE POWER 1,264,300
OWNED BY
EACH
REPORTING		(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
PERSON WITH			REPORTING PERSON 1,268,800



(10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES (See Instructions)			o



(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5%



(12)	TYPE OF REPORTING PERSON (See Instructions) IN

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.

This Schedule 13G (this “Statement”) is filed on behalf of Alabama Reassurance Company, Greene Group, Inc., W. Rodney Windham, Paul W. Bryant, Jr., and Scott M. Phelps (referred to individually as “Filing Person” and collectively as the “Filing Persons”).

(a), (b) and (c)


Name	Principal Address	Citizenship

Alabama Reassurance Company	P.O. Box 020152 Tuscaloosa, Alabama 35402	N/A

Greene Group, Inc.	P.O. Box 020152 Tuscaloosa, Alabama 35402	N/A

W. Rodney Windham	P.O. Box 020152 Tuscaloosa, Alabama 35402	United States

Paul W. Bryant, Jr.	P.O. Box 020152 Tuscaloosa, Alabama 35402	United States

Scott M. Phelps	P.O. Box 020152 Tuscaloosa, Alabama 35402	United States


(d)	Title of Class of Securities:	Common Stock, par value $0.01 per share

(e)	CUSIP Number:	925391104

Item 3. If this statement is filed pursuant to § § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the filing person is a:


(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

Page 7 of 15


(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)	[ ]	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

(f)	[ ]	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)

(g)	[ ]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 18130.

(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)	[ ]	Group, in accordance with § 240.13d-1(b)(1)(ii)(J)

Not applicable.

Item 4. Ownership.

This Statement relates to shares of common stock, par value $0.01 per share (the “Vesta Shares”) of Vesta Insurance Group, Inc., a Delaware corporation (“Vesta”), whose principal executive offices are located at 3760 River Run Drive, Birmingham, Alabama 35243. This Statement is being filed on behalf of certain investors who have invested in the Vesta Shares (referred to individually as a “Filing Person” and collectively as the “Filing Persons”) because the Filing Persons may be deemed, for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) but not otherwise, to be a group by virtue of the relationships among such Filing Persons. Each of the Filing Persons disclaims beneficial ownership of the Vesta Shares owned by any other Filing Person and disclaims membership in a Section 13(d)(3) group.

The relationships among the Filing Persons are as follows: Alabama Reassurance Company is a wholly-owned subsidiary of Greene Group, Inc. Paul W. Bryant, Jr. is the majority shareholder, the President and a director of Greene Group, Inc. and is the Chairman of the Board and a director of Alabama Reassurance Company. Scott M. Phelps is Vice President and a director of Greene Group, Inc. and the President and a director of Alabama Reassurance Company. W. Rodney Windham is Vice President of Alabama Reassurance Company and a director of Greene Group, Inc. Greene Group, Inc. has indirect ownership of the Vesta Shares held by Alabama Reassurance Company as a result of its ownership of one hundred percent of the capital stock of Alabama Reassurance Company.

Page 8 of 15

Pursuant to § 628.461(b), Florida Statutes, the Filing Persons have filed a Disclaimer of Affiliation and Control affidavit and a notice of the acquisition of greater than five percent (5%) of the outstanding Vesta Shares with the Florida Department of Insurance on October 16, 2002. The Filing Persons may make additional purchases of Vesta Shares at their discretion from time to time without making additional filings with the Florida Department of Insurance, so long as such purchases do not result in the Filing Persons owning, in the aggregate, ten percent (10%) or more of the issued and outstanding Vesta Shares.

The Filing Persons beneficially own an aggregate amount of 1,982,107.4 Vesta Shares, for an aggregate percent of class of 5.4%. Each individual Filing Person beneficially owns Vesta Shares in the following amounts:

Alabama Reassurance Company:


(a)		Amount beneficially owned: See Item 9 on Cover Pages.
(b)		Percent of class: See Item 11 on Cover Pages.
(c)		Number of shares as to which the person has:
		(i) sole power to vote or to direct the vote: See Item 5 on Cover Pages.
		(ii) shared power to vote or to direct the vote: See Item 6 on Cover Pages.
		(iii) sole power to dispose or to direct the disposition of: See Item 7 on Cover Pages.
		(iv) shared power to dispose or to direct the disposition of: See Item 8 on Cover Pages.

Greene Group, Inc.:


(a)		Amount beneficially owned: See Item 9 on Cover Pages.
(b)		Percent of class: See Item 11 on Cover Pages.
(c)		Number of shares as to which the person has:
		(i) sole power to vote or to direct the vote: See Item 5 on Cover Pages.
		(ii) shared power to vote or to direct the vote: See Item 6 on Cover Pages.
		(iii) sole power to dispose or to direct the disposition of: See Item 7 on Cover Pages.
		(iv) shared power to dispose or to direct the disposition of: See Item 8 on Cover Pages.

Includes 1,264,300 shares beneficially owned by Alabama Reassurance Company, its wholly-owned subsidiary.

W. Rodney Windham:


(a)		Amount beneficially owned: See Item 9 on Cover Pages.
(b)		Percent of class: See Item 11 on Cover Pages.
(c)		Number of shares as to which the person has:
		(i) sole power to vote or to direct the vote: See Item 5 on Cover Pages.
		(ii) shared power to vote or to direct the vote: See Item 6 on Cover Pages.

Page 9 of 15


		(iii) sole power to dispose or to direct the disposition of: See Item 7 on Cover Pages.
		(iv) shared power to dispose or to direct the disposition of: See Item 8 on Cover Pages.

Paul W. Bryant, Jr.:


(a)		Amount beneficially owned: See Item 9 on Cover Pages.
(b)		Percent of class: See Item 11 on Cover Pages.
(c)		Number of shares as to which the person has:
		(i) sole power to vote or to direct the vote: See Item 5 on Cover Pages.
		(ii) shared power to vote or to direct the vote: See Item 6 on Cover Pages.
		(iii) sole power to dispose or to direct the disposition of: See Item 7 on Cover Pages.
		(iv) shared power to dispose or to direct the disposition of: See Item 8 on Cover Pages.

Mr. Bryant is the majority shareholder of Greene Group, Inc., and his share ownership includes 1,264,300 shares indirectly beneficially owned by Greene Group, Inc. through Alabama Reassurance Company.

Scott M. Phelps:


(a)		Amount beneficially owned: See Item 9 on Cover Pages.
(b)		Percent of class: See Item 11 on Cover Pages.
(c)		Number of shares as to which the person has:
		(i) sole power to vote or to direct the vote: See Item 5 on Cover Pages.
		(ii) shared power to vote or to direct the vote: See Item 6 on Cover Pages.
		(iii) sole power to dispose or to direct the disposition of: See Item 7 on Cover Pages.
		(iv) shared power to dispose or to direct the disposition of: See Item 8 on Cover Pages.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Page 10 of 15

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Item 2 and Exhibit 1 attached hereto.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

(a) Not applicable.

(b) 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.

Exhibits

Exhibit 1 Agreement Pursuant to Rule 13d-1(k)(1)

Exhibit 2 Power of Attorney for W. Rodney Windham

Exhibit 3 Power of Attorney for Paul W. Bryant, Jr.

Page 11 of 15

SIGNATURES

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 21, 2002	ALABAMA REASSURANCE COMPANY



	By:		/s/ SCOTT M. PHELPS Name: Scott M. Phelps Title:





	GREENE GROUP, INC.



	By:		/s/ SCOTT M. PHELPS Name: Scott M. Phelps Title:





	* W. Rodney Windham





		* Paul W. Bryant, Jr.





	/s/ SCOTT M. PHELPS Scott M. Phelps





* By: /s/ SCOTT M. PHELPS Scott M. Phelps Attorney-in-Fact

Page 12 of 15 EX-1 3 g78781exv1.htm AGREEMENT PURSUANT TO RULE 13D-1(K)(1) AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Schedule 13G to which this Agreement is attached as Exhibit 1 is filed on behalf of each of us. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.


DATE: October 21, 2002	ALABAMA REASSURANCE COMPANY



	By:		/s/ SCOTT M. PHELPS Name: Scott M. Phelps Title:





	GREENE GROUP, INC.



	By:		/s/ SCOTT M. PHELPS Name: Scott M. Phelps Title:





	* W. Rodney Windham





		* Paul W. Bryant, Jr.





	/s/ SCOTT M. PHELPS Scott M. Phelps





* By: /s/ SCOTT M. PHELPS Scott M. Phelps Attorney-in-Fact

Page 13 of 15 EX-2 4 g78781exv2.htm POWER OF ATTORNEY FOR W. RODNEY WINDHAM POWER OF ATTORNEY FOR W. RODNEY WINDHAM

EXHIBIT 2

POWER OF ATTORNEY

Know all men by these presents, that the undersigned hereby constitutes and appoints each of Scott M. Phelps or Sam M. Phelps, his true and lawful attorney-in-fact:

To execute for and on behalf of the undersigned Forms 3, 4 and 5, Schedule 13D and Schedule 13G and amendments thereto in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(1) To do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 or Schedule 13 D or Schedule 13G and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and

(2) To take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13(d) and 16 of the Securities Exchange Act of 1934.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of October, 2002.


		/s/ W. RODNEY WINDHAM W. Rodney Windham

Page 14 of 15 EX-3 5 g78781exv3.htm POWER OF ATTORNEY FOR PAUL W. BRYANT, JR. POWER OF ATTORNEY FOR PAUL W. BRYANT, JR.

EXHIBIT 3

POWER OF ATTORNEY

Know all men by these presents, that the undersigned hereby constitutes and appoints each of Scott M. Phelps or Sam M. Phelps, his true and lawful attorney-in-fact:

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of October, 2002.


		/s/ PAUL W. BRYANT, JR. Paul W. Bryant, Jr.

Page 15 of 15 -----END PRIVACY-ENHANCED MESSAGE-----


	OMB APPROVAL
	OMB Number	3235-0145
	Expires:	October 31, 2002
	Estimated average burden hours per response	10.7

(a)		Not applicable.

(b)		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.