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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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)
Scott M. Phelps
Alabama Reassurance Company, Inc.
P.O. Box 020152
Tuscaloosa, Alabama 35402
(205) 345-5600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 11, 2005
--------------------------------------------------------------------------------
(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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See sections 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).
CUSIP NO. 925391104 13D Page 2 of 15 Pages
--------- - --
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alabama Reassurance Company, Inc.
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
WC
---------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,707,400
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
1,707,400
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,707,400
---------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IC
---------------------------------------------------------------------
CUSIP NO. 925391104 13D 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) [ ]
(See Instructions) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
WC
---------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,707,400
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
1,707,400
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,707,400
---------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
HC
---------------------------------------------------------------------
CUSIP NO. 925391104 13D Page 4 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) [ ]
(See Instructions) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
PF
---------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 1,054,600
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,707,400
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 1,054,600
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
1,707,400
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,762,000
---------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------------------------------------------------------
CUSIP NO. 925391104 13D Page 5 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) [ ]
(See Instructions) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
PF
---------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 838.64
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,707,400
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 838.64
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
1,707,400
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,708,238.64
---------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------------------------------------------------------
CUSIP NO. 925391104 13D 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) [ ]
(See Instructions) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
PF
---------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Unites States
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 4,500
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,707,400
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 4,500
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
1,707,400
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,711,900
---------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (this "Statement") relates to the 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.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of Alabama Reassurance Company, Inc., an
Alabama corporation, Greene Group, Inc., an Alabama corporation, Paul W. Bryant,
Jr., W. Rodney Windham and Scott M. Phelps (referred to individually as "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 "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. By signing this Statement, each of the
Filing Persons agrees that it is filed on their respective behalves.
Alabama Reassurance Company, Inc. is a wholly-owned subsidiary of Greene Group,
Inc. The executive officers of Alabama Reassurance Company, Inc. are Scott M.
Phelps, Sam M. Phelps, A. Wayne May and W. Rodney Windham. The directors of
Alabama Reassurance Company, Inc. are Scott M. Phelps, Sam M. Phelps, A. Wayne
May, W. Rodney Windham and Paul W. Bryant, Jr. The executive officers of Greene
Group, Inc. are Paul W. Bryant, Jr., Scott M. Phelps, A. Wayne May and Sam M.
Phelps. The directors of Greene Group, Inc. are Paul W. Bryant, Jr., Scott M.
Phelps, A. Wayne May, Sam M. Phelps, Robert V. Wooldridge, William W. Jessup,
John D. Cade, John David Crow and W. Rodney Windham. Other than Paul W. Bryant,
Jr., W. Rodney Windham and Scott M. Phelps, none of the executive officers or
directors of Alabama Reassurance Company, Inc. or Greene Group, Inc. (the "Other
Persons") are Filing Persons or own any Vesta Shares.
(a) - (c)
Alabama Reassurance Company, Inc.:
(i) Name: Alabama Reassurance Company, Inc.
(ii) State of Organization: Alabama
(iii) Principal Business: Insurance
(iv) Address of Principal Business: P.O. Box 020150, Tuscaloosa,
Alabama 35402
(v) Address of Principal Office: P.O. Box 020150, Tuscaloosa,
Alabama 35402
Alabama Reassurance Company, Inc. is a wholly-owned subsidiary of
Greene Group, Inc.
Greene Group, Inc.:
(i) Name: Greene Group, Inc.
(ii) State of Organization: Alabama
(iii) Principal Business: Holding Company
(iv) Address of Principal Business: P.O. Box 020150, Tuscaloosa,
Alabama 35402
(v) Address of Principal Office: P.O. Box 020150, Tuscaloosa,
Alabama 35402
Paul W. Bryant Jr.:
(a) Name: Paul W. Bryant, Jr.
(b) Business Address: P.O. Box 020150, Tuscaloosa, Alabama 35402
(c) Present Principal Occupation and Name, Principal Business and Address
of Employment: Majority shareholder, the President and a director of
Greene Group, Inc. and the Chairman of the Board and a director of
Alabama Reassurance Company, Inc. P.O. Box 020150, Tuscaloosa, Alabama
35402
W. Rodney Windham:
(a) Name: W. Rodney Windham
(b) Business Address: P.O. Box 020150, Tuscaloosa, Alabama 35402
(c) Present Principal Occupation and Name, Principal Business and Address
of Employment: Vice President & Actuary of Alabama Reassurance Company,
Inc. and a director of Greene Group, Inc. P.O. Box 020150, Tuscaloosa,
Alabama 35402
Scott M. Phelps:
(a) Name: Scott M. Phelps
(b) Business Address: P.O. Box 020150, Tuscaloosa, Alabama 35402
(c) Present Principal Occupation and Name, Principal Business and Address
of Employment: Vice President and a director of Greene Group, Inc. and
the President and a director of Alabama Reassurance Company, Inc. P.O.
Box 020150, Tuscaloosa, Alabama 35402
A. Wayne May:
(a) Name: A. Wayne May
(b) Business Address: P.O. Box 020150, Tuscaloosa, Alabama 35402
(c) Present Principal Occupation and Name, Principal Business and Address
of Employment: Vice President and a director of Greene Group, Inc. and
a Vice President and a director of Alabama Reassurance Company, Inc.
P.O. Box 020150, Tuscaloosa, Alabama 35402
Sam M. Phelps:
(a) Name: Sam M. Phelps
(b) Business Address: Phelps, Jenkins, Gibson & Fowler, L.L.P., 1201
Greensboro Avenue, Tuscaloosa, Alabama 35401
(c) Present Principal Occupation and Name, Principal Business and Address
of Employment: Attorney. Phelps, Jenkins, Gibson & Fowler, L.L.P., 1201
Greensboro Avenue, Tuscaloosa, Alabama 35401
Robert V. Wooldridge:
(a) Name: Robert V. Wooldridge
(b) Business Address: P.O. Box 020150, Tuscaloosa, Alabama 35402
(c) Present Principal Occupation and Name, Principal Business and Address
of Employment: Director of Greene Group, Inc. P.O. Box 020150,
Tuscaloosa, Alabama 35402
William W. Jessup:
(a) Name: William W. Jessup
(b) Business Address: Jessup & Associates LLP, 2704 8th Street, Tuscaloosa,
Alabama 35401
(c) Present Principal Occupation and Name, Principal Business and Address
of Employment: Accountant. Jessup & Associates LLP, 2704 8th Street,
Tuscaloosa, Alabama 35401
John D. Cade:
(a) Name: John D. Cade
(b) Business Address: P.O. Box 020150, Tuscaloosa, Alabama 35402
(c) Present Principal Occupation and Name, Principal Business and Address
of Employment: Director of Greene Group, Inc. P.O. Box 020150,
Tuscaloosa, Alabama 35402
John David Crow:
(a) Name: John David Crow
(b) Business Address: P.O. Box 020150, Tuscaloosa, Alabama 35402
(c) Present Principal Occupation and Name, Principal Business and Address
of Employment: Director of Greene Group, Inc. P.O. Box 020150,
Tuscaloosa, Alabama 35402
Page 7 of 15
(d) During the last five years, none of the Filing Persons or Other Persons
has been convicted in a criminal proceeding, excluding traffic violations or
similar misdemeanors.
(e) During the last five years, none of the Filing Persons or Other Persons
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction wherein as a result of such proceeding he or she was or
is 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.
(f) Each of Paul W. Bryant, Jr., W. Rodney Windham, Scott M. Phelps, A.
Wayne May, Sam M. Phelps, Robert V. Wooldridge, William W. Jessup, John D. Cade
and John David Crow is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In a series of transactions through February 11, 2005, the Filing Persons
acquired an aggregate of 2,767,338.64 Vesta Shares through open-market purchases
and dividend reinvestments. The purchase price of the Vesta Shares owned by
Alabama Reassurance Company, Inc. is $5,157,604.76, including brokerage fees and
commissions, and was paid out of the working capital of Alabama Reassurance
Company, Inc. The purchase price of the Vesta Shares owned by Paul W. Bryant,
Jr., is $4,112,855.60, including brokerage fees and commissions, and was paid
out of the personal funds of Paul W. Bryant, Jr. The purchase price of the Vesta
Shares owned by W. Rodney Windham is $4,582.37, including brokerage fees and
commissions, and was paid out of the personal funds of W. Rodney Windham. The
purchase price of the Vesta Shares owned by Scott M. Phelps is $22,182.00,
including brokerage fees and commissions, and was paid out of the personal funds
of Scott M. Phelps. The Filing Persons did not borrow any funds in connection
with the purchase of the Vesta Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Filing Persons have each acquired the Vesta Shares covered by this Statement
for the purpose of making an investment in Vesta and not with the present
intention of acquiring control of Vesta's business.
The Filing Persons do not consider themselves to be passive investors and may,
from time to time, hold discussions with third parties or with Vesta management
in which the Filing Persons may suggest or take a position with respect to
potential changes in the operations or capital structure of Vesta as a means of
enhancing shareholder value. The Filing Persons have no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D of the Securities
Exchange Act of 1934. The Filing Persons reserve the right to change their
intentions and to develop plans or proposals that could result in any of the
types of transactions described in such paragraphs, or any other transaction
which the Filing Persons believe could enhance shareholder value.
Page 8 of 15
The Filing Persons intend to review on a regular basis their investment in Vesta
and reserve the right to acquire additional Vesta Shares, maintain their
holdings at current levels or dispose of all or some of the Vesta Shares in the
open market or through privately negotiated transactions.
Pursuant to ss. 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 Other Persons do not own any Vesta Shares individually, but do not object to
the statement of the Filing Persons in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Filing Persons beneficially own an aggregate amount of 2,767,338.64 Vesta
Shares, for an aggregate percent of class of 7.7%. This percentage was
calculated by using a total number of outstanding Vesta Shares of 36,087,000 as
of September 30, 2004 as reflected in Vesta's Form 8-K filed November 16, 2004.
Each individual Filing Person beneficially owns Vesta Shares in the following
amounts:
Alabama Reassurance Company, Inc.:
(a) (i) Amount beneficially owned: See Item 9 on Cover Pages.
(ii) Percent of class: See Item 11 on Cover Pages.
(b) 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.
(c) Alabama Reassurance Company, Inc. has not effected any transactions in
Vesta Shares during the sixty (60) days prior to the filing date of this
Statement.
(d) and (e) Not applicable.
Greene Group, Inc.:
(a) (i) Amount beneficially owned: See Item 9 on Cover Pages.
(ii) Percent of class: See Item 11 on Cover Pages.
(b) 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.
Page 9 of 15
Includes 1,707,400 Vesta Shares beneficially owned by Alabama Reassurance
Company, Inc., a wholly-owned subsidiary of Greene Group, Inc.
(c) Greene Group, Inc. has not effected any transactions in Vesta Shares
during the sixty (60) days prior to the filing date of this Statement.
(d) and (e) Not applicable.
Paul W. Bryant, Jr.:
(a) (i) Amount beneficially owned: See Item 9 on Cover Pages.
(ii) Percent of class: See Item 11 on Cover Pages.
(b) 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 1,707,400 shares indirectly beneficially owned by Greene
Group, Inc. through Alabama Reassurance Company, Inc.
(c) Mr. Bryant has effected the following transactions in Vesta Shares
during the sixty (60) days prior to the filing date of this Statement:
(i) Sale of 5,000 Vesta Shares on December 7, 2004 at a price of
$3.95 per share.
(d) and (e) Not applicable.
W. Rodney Windham:
(a) (i) Amount beneficially owned: See Item 9 on Cover Pages.
(ii) Percent of class: See Item 11 on Cover Pages.
(b) 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.
(c) Mr. Windham has not effected any transactions in Vesta Shares during
the sixty (60) days prior to the filing date of this Statement.
(d) and (e) Not applicable.
Scott M. Phelps:
(a) (i) Amount beneficially owned: See Item 9 on Cover Pages.
(ii) Percent of class: See Item 11 on Cover Pages.
Page 10 of 15
(b) 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.
(c) Mr. Phelps has not effected any transactions in Vesta Shares during the
sixty (60) days prior to the filing date of this Statement.
(d) and (e) Not applicable.
A. Wayne May:
(a) (i) Amount beneficially owned: 0 shares.
(ii) Percent of class: 0%.
(b) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 0 shares.
(ii) shared power to vote or to direct the vote: 0 shares.
(iii) sole power to dispose or to direct the disposition of:
0 shares.
(iv) shared power to dispose or to direct the disposition of:
0 shares.
(c) Mr. May has not effected any transactions in Vesta Shares during the
sixty (60) days prior to the filing date of this Statement.
(d) and (e) Not applicable.
Sam M. Phelps:
(a) (i) Amount beneficially owned: 0 shares.
(ii) Percent of class: 0%.
(b) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 0 shares.
(ii) shared power to vote or to direct the vote: 0 shares.
(iii) sole power to dispose or to direct the disposition of:
0 shares.
(iv) shared power to dispose or to direct the disposition of:
0 shares.
(c) Mr. Phelps has not effected any transactions in Vesta Shares during the
sixty (60) days prior to the filing date of this Statement.
(d) and (e) Not applicable.
Robert V. Wooldridge:
(a) (i) Amount beneficially owned: 0 shares.
(ii) Percent of class: 0%.
(b) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 0 shares.
Page 11 of 15
(ii) shared power to vote or to direct the vote: 0 shares.
(iii) sole power to dispose or to direct the disposition of:
0 shares.
(iv) shared power to dispose or to direct the disposition of:
0 shares.
(c) Mr. Wooldridge has not effected any transactions in Vesta Shares during
the sixty (60) days prior to the filing date of this Statement.
(d) and (e) Not applicable.
William W. Jessup:
(a) (i) Amount beneficially owned: 0 shares.
(ii) Percent of class: 0%.
(b) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 0 shares.
(ii) shared power to vote or to direct the vote: 0 shares.
(iii) sole power to dispose or to direct the disposition of:
0 shares.
(iv) shared power to dispose or to direct the disposition of:
0 shares.
(c) Mr. Jessup has not effected any transactions in Vesta Shares during the
sixty (60) days prior to the filing date of this Statement.
(d) and (e) Not applicable.
John D. Cade:
(a) (i) Amount beneficially owned: 0 shares.
(ii) Percent of class: 0%.
(b) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 0 shares.
(ii) shared power to vote or to direct the vote: 0 shares.
(iii) sole power to dispose or to direct the disposition of:
0 shares.
(iv) shared power to dispose or to direct the disposition of:
0 shares.
(c) Mr. Cade has not effected any transactions in Vesta Shares during the
sixty (60) days prior to the filing date of this Statement.
(d) and (e) Not applicable.
John David Crow:
(a) (i) Amount beneficially owned: 0 shares.
(ii) Percent of class: 0%.
(b) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 0 shares.
(ii) shared power to vote or to direct the vote: 0 shares.
(iii) sole power to dispose or to direct the disposition of:
0 shares.
(iv) shared power to dispose or to direct the disposition of:
0 shares.
Page 12 of 15
(c) Mr. Crow has not effected any transactions in Vesta Shares during the
sixty (60) days prior to the filing date of this Statement.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the Filing Persons or the Other Persons and any person, with
respect to any securities of Vesta, including, but not limited to, transfer or
voting of any of the securities of Vesta, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Acquisition Statement Pursuant to Rule 13D-1(k)(1)
Page 13 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: February 11, 2005 ALABAMA REASSURANCE COMPANY, INC.
By: /s/ SCOTT M. PHELPS
---------------------------------
Name: Scott M. Phelps
Title: President
GREENE GROUP, INC.
By: /s/ SCOTT M. PHELPS
----------------------------------
Name: Scott M. Phelps
Title: Vice President
*
-------------------------------------
Paul W. Bryant, Jr.
*
-------------------------------------
W. Rodney Windham
/s/ SCOTT M. PHELPS
-------------------------------------
Scott M. Phelps
* By: /s/ SCOTT M. PHELPS
----------------------------------
Scott M. Phelps
Attorney-in-Fact
Page 14 of 15