SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number__________
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K [ ] Form 11-K [_] Form 20-F [X] Form 10-Q
[_] Form N-SAR
For Period Ended September 30, 2005
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[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:______________________________________
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ________________________
PART I
REGISTRANT INFORMATION
Full name of registrant Vesta Insurance Group, Inc.
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Former name if applicable
________________________________________________________________________________
Address of principal executive office (Street and number)
3760 River Run Drive
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City, state and zip code Birmingham, AL 35243
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
[_] | be filed on or before the 15th calendar day following the
| prescribed due date; or the subject quarterly report or
| transition report on Form 10-Q, or portion thereof will be filed
| on or before the fifth calendar day following the prescribed due
| date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrant is unable to timely file its Form 10-Q for the period ended
September 30, 2005. The Company has previously disclosed that it was unable to
file its Form 10-Q for the period ended September 30, 2004, its annual report on
Form 10-K for the year ended December 31, 2004, and its Form 10-Q for the
periods ended March 31, 2005 and June 30, 2005 on a timely basis. The Company is
working diligently to prepare its consolidated financial statements for the
quarter ended September 30, 2004 and for the year ended December 31, 2004. Until
such consolidated financial statements are prepared, the Company is unable to
complete its Form 10-Q for the period ended September 30, 2005.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Hopson B. Nance 205-970-7000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[_] Yes [X] No
Form 10-Q for the period ended September 30, 2004
Form 10-K for the year ended December 31, 2004
Form 10-Q for the period ended March 31, 2005
Form 10-Q for the period ended June 30, 2005
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X] Yes [_] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As explained in prior reports, the Company has not filed any interim or annual
financial statements since the Form 10-Q for the period ended June 30, 2004,
pending completion of the audit of the Company's restated financial statements
for the years ended December 31, 2002 and 2003 and the audit of the Company
financial statements for the year ended December 31, 2004. On November 15, 2004,
the Company announced a preliminary net loss available to common shareholders
for the third quarter of 2004 of approximately $59.9 million. Since the third
quarter of 2004 is the last open period for which no financial statements
have been filed with the SEC, additional changes in estimates as well as
restatement adjustments determined subsequent to November 15, 2004 will be
included in the third quarter of 2004 which will significantly increase the net
loss available to common shareholders for that period. The Company's results of
operation from the third quarter of 2005 are expected to be profitable,
reflecting significant improvement over the third quarter of 2004 due to
significantly lower catastrophe losses, the absence of significant increases in
reserves and changes in estimates and gains on the sale of the Company's equity
investment in Affirmative Insurance Holdings, Inc. and its life insurance
operations. The Company expects to report its preliminary results from operation
for the interim periods in 2005 as soon as possible after the completion of the
2004 audit and the filing of its 2004 Form 10-K, but at this time is unable to
provide a reasonable estimate of the results for the third quarter of 2005 other
than the expectation of profitability expressed herein.
Vesta Insurance Group, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 11/10/2005 By /s/ Hopson B. Nance
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INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.