EXHIBIT (99) - 5
Birmingham Investment Group, LLC
00 Xxxxx 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
May 11, 2000
Vesta Insurance Group, Inc.
0000 Xxxxx Xxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxx, III
President and CEO
Dear Xx. Xxxxx:
Pursuant to Section 7.2 of the Convertible Stock Purchase
Agreement (the "Agreement") by and among Vesta Insurance Group, Inc. (the
"Company") and Birmingham Investment Group, LLC (the "Investor"), the
Investor hereby gives notice to the Company of its intention to purchase
3,750,000 shares (the "Shares") of the common stock, par value $.01 per
share, of the Company. Upon purchase of the Shares, the Investor will have
acquired securities representing in the aggregate approximately 39% of the
votes represented by voting securities of the Company.
Prior to consummating the proposed purchase, the Investor will file
under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act and will send
appropriate notice to the Company. Since the Investor has already been
approved as a controlling person by all of the domiciliary states of the
Company's insurer subsidiaries, it does not anticipate that any insurance
regulatory approvals will be required to consummate the proposed purchase.
In accordance with the last sentence of the first paragraph of
Section 7.2, the undersigned hereby requests the Company to advise the
Investor, in writing, if the Company believes that the purchase of the
Shares requires any different regulatory approval or violates the
provisions of said paragraph. In the event that the Company intends to so
advise the Investor, please also advise the Investor how the Company will
cooperate with the Investor to obtain all required regulatory approval or
structure the transaction to avoid violating said paragraph.
Very truly yours,
Birmingham Investment Group, LLC
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx, Manager
