-----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, S4dTwPvP8eN/4urovwO51Xjn6TDA7ACcK/upwvgGVZo6BgyUtxFavxGKBf1Fs72/ Y9Hyw1bI16cq4OZDMuEA3w== 0000927016-01-000321.txt : 20010131 0000927016-01-000321.hdr.sgml : 20010131 ACCESSION NUMBER: 0000927016-01-000321 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010130 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 13D/A SEC ACT: SEC FILE NUMBER: 005-50207 FILM NUMBER: 1519251 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: R K CARVILL INTERNATIONAL HOLDINGS LTD CENTRAL INDEX KEY: 0001123466 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE, 2 CHURCH ST STREET 2: HAMILTON HMCX CITY: BERMUDA STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412951422 MAIL ADDRESS: STREET 1: CLARENDON HOUSE, 2 CHURCH ST STREET 2: HAMILTON HMCX CITY: BERMUDA STATE: X0 ZIP: 00000 SC 13D/A 1 0001.txt SCHEDULE 13 D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 1 to Schedule 13D Under the Securities Exchange Act of 1934 VESTA INSURANCE GROUP, INC. ---------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE ---------------------------------------------------- (Title of Class of Securities) 925391104 ---------------------------------------------------- (CUSIP Number) George P. Lagos Syndicated Services Company 900 Elm Street, Suite 705 Manchester, NH 03101 Jonathan Turnbull R.K. Carvill & Co. Ltd. St. Helen's, 1 Undershaft London EC3A 8JT With copy to: Richard A. Samuels, Esquire McLane, Graf, Raulerson & Middleton, Professional Association 900 Elm Street, P.O. Box 326 Manchester, NH 03105-0326 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 2000 --------------------------------------------------------- (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 (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] - -------------------------------------------------------------------------------- (1) Names of reporting persons; I.R.S. Identification Nos. of above persons (entities only) R.K. Carvill (International Holdings), Ltd. Peerman Holdings, Ltd. - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC use only - -------------------------------------------------------------------------------- (4) Source of funds (see instructions) R.K. Carvill (International Holdings), Ltd. WC Peerman Holdings, Ltd. WC - -------------------------------------------------------------------------------- (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or place of organization R.K. Carvill (International Holdings), Ltd. a Bermuda Corporation Peerman Holdings, Ltd. a Bermuda Corporation - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (7) Sole voting power R.K. Carvill (International 690,000 Holdings), Ltd. Peerman Holdings, Ltd 690,000 (8) Shared voting power -0- (9) Sole dispositive power R.K. Carvill (International 690,000 Holdings), Ltd. Peerman Holdings, Ltd 690,000 (10) Shared dispositive power -0-
- -------------------------------------------------------------------------------- (11) Aggregate amount beneficially owned by each reporting person. R.K. Carvill (International Holdings), Ltd. 690,000 Peerman Holdings, Ltd. 690,000 - -------------------------------------------------------------------------------- (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions). [ ] - -------------------------------------------------------------------------------- (13) Percent of class represented by amount in Row (11). R.K. Carvill (International Holdings), Ltd. 3.665% Peerman Holdings, Ltd. 3.665% - -------------------------------------------------------------------------------- (14) Type of reporting person R.K. Carvill (International Holdings), Ltd. HC, CO Peerman Holdings, Ltd. IV, CO - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Schedule relates to the Common Stock, $0.10 par value, of Vesta Insurance Group, Inc., 3760 River Run Drive, Birmingham, Alabama 35243. ITEM 2. IDENTITY AND BACKGROUND (a) R.K. Carvill (International Holdings), Ltd. (b) Clarendon House, 2 Church Street, Hamilton HMCX, Bermuda (c) The principal business of R.K. Carvill (International Holdings), Ltd. is holding company. (d) R.K. Carvill (International Holdings), Ltd. has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) R.K. Carvill (International Holdings), Ltd. has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) R.K. Carvill (International Holdings), Ltd. is a Bermuda Corporation. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. R.K. Carvill (International Holdings), Ltd.'s source of funds used to acquire the securities subject to this Schedule was working capital, none of which were borrowed. The aggregate purchase price for the purchase of 690,000 shares of the securities was $4,526,400.00. ITEM 4. PURPOSE OF TRANSACTIONS. The purpose of the acquisition of the Securities is for investment. R.K. Carvill (International Holdings), Ltd. does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. R.K. Carvill (International Holdings), Ltd. may, at any time and from time to time, engage in further purchases or sales of the issuer's securities. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of shares of Vesta Insurance Group, Inc.'s common stock beneficially owned by R.K. Carvill (International Holdings), Ltd. is 690,000, representing approximately 3.665% of the class, based on the most recent Quarterly Report on Form 10-Q filed by the issuer. R.K. Carvill (International Holdings), Ltd.'s right to purchase 3,250,000 shares of Vesta Insurance Group, Inc.'s common stock pursuant to a stock option granted jointly to R.K. Carvill (International Holdings), Ltd. and Peerman Holdings, Ltd. expired, unexercised, on November 1, 2000. (b) R.K. Carvill (International Holdings), Ltd. possesses sole power to vote or direct the vote and dispose or direct the disposition of the securities. (c) R.K. Carvill (International Holdings), Ltd. effected the purchase of the securities on August 22, 2000: ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons or any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Securities, 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 Not applicable After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. January 25, 2001 R.K. CARVILL (INTERNATIONAL HOLDINGS), LTD. By: /s/ Dawn Griffiths ------------------- Name: Dawn Griffiths Title: Director ITEM 1. SECURITY AND ISSUER This Schedule relates to the Common Stock, $0.10 par value, of Vesta Insurance Group, Inc., 3760 River Run Drive, Birmingham, Alabama 35243 ITEM 2. IDENTITY AND BACKGROUND (a) Peerman Holdings, Ltd. (b) Clarendon House, 2 Church Street, Hamilton HMCX, Bermuda (c) The principal business of Peerman Holdings, Ltd. is investments. (d) Peerman Holdings, Ltd. has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Peerman Holdings, Ltd. has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) Peerman Holdings, Ltd. is a Bermuda Corporation. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Peerman Holdings, Ltd.'s source of funds used to acquire the securities subject to this Schedule was working capital, none of which were borrowed. The aggregate purchase price for the purchase of 690,000 shares of the securities was $4,526,400.00. ITEM 4. PURPOSE OF TRANSACTIONS. The purpose of the acquisition of the Securities is for investment. Peerman Holdings, Ltd. does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Peerman Holdings, Ltd. may, at any time and from time to time, engage in further purchases or sales of the issuer's securities. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of shares of Vesta Insurance Group, Inc.'s common stock beneficially owned by Peerman Holdings, Ltd. is 690,000 representing approximately 3.665% of the class, based on the most recent Quarterly Report on Form 10-Q filed by the issuer. Peerman Holdings, Ltd.'s right to purchase 3,250,000 shares of Vesta Insurance Group, Inc.'s common stock pursuant to a stock option granted jointly to R.K. Carvill (International Holdings), Ltd. and Peerman Holdings, Ltd. expired, unexercised, on November 1, 2000. (b) Peerman Holdings, Ltd. possesses sole power to vote or direct the vote and dispose or direct the disposition of the securities. (c) Peerman Holdings, Ltd. effected the purchase of the securities on August 22, 2000: ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons or any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Securities, 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 Not applicable After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. January 25, 2001 PEERMAN HOLDINGS, LTD. By: /s/ Dawn Griffiths -------------------- Name: Dawn Griffiths Title: Director -----END PRIVACY-ENHANCED MESSAGE-----