<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from________ to ________
Commission File Number 333-34829
DELPHI INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Bermuda (441) 295-3688 N/A
(State or other Jurisdiction of (Registrant's telephone number, (I.R.S. Employer Identification
incorporation or organization) including area code) Number)
</TABLE>
<TABLE>
<S> <C>
Chevron House, 11 Church Street, Hamilton, Bermuda HM 11
(Address of principal executive offices) (Zip Code)
</TABLE>
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to filing requirements
for the past 90 days:
Yes X No
As of August 10, 2000, the Registrant had 4,079,014 Common Shares outstanding.
1
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DELPHI INTERNATIONAL LTD.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
<S> <C> <C>
Consolidated Statements of (Loss) Income and
Comprehensive (Loss) Income for the Three and
Six Months Ended June 30, 2000 and 1999 3
Consolidated Balance Sheets at June 30, 2000
and December 31, 1999 4
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION 11
</TABLE>
2
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PART I. FINANCIAL INFORMATION
DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME
(UNAUDITED: IN US DOLLARS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- --------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Premiums written $- $- $- $-
Premiums ceded -- -- -- --
------------ ------------ ------------ ------------
Premiums earned -- -- -- --
Underwriting fees 621 7,168 7,789 15,596
Net investment income 2,050,973 9,390,576 8,720,639 12,725,187
------------ ------------ ------------ ------------
Total revenues 2,051,594 9,397,744 8,728,428 12,740,783
------------ ------------ ------------ ------------
LOSSES AND EXPENSES:
Losses and loss expenses incurred 536,248 1,627,082 1,718,872 2,853,519
Underwriting and acquisition expenses 790,223 4,577,733 1,602,039 4,653,926
Interest expense 766,078 703,442 1,547,511 1,392,164
General and administrative expenses 563,360 507,656 1,146,225 1,023,918
------------ ------------ ------------ ------------
Total losses and expenses 2,655,909 7,415,913 6,014,647 9,923,527
------------ ------------ ------------ ------------
Net (loss) income (604,315) 1,981,831 2,713,781 2,817,256
Dividends on Preferred Shares (280,250) (237,500) (517,750) (475,000)
------------ ------------ ------------ ------------
Net (loss) income attributable to Common Shares $(884,565) $1,744,331 $2,196,031 $2,342,256
------------ ------------ ------------ ------------
Basic and diluted net (loss) income per
Common Share $(0.22) $0.43 $0.54 $0.57
Comprehensive (loss) income:
Net (loss) income $(604,315) $1,981,831 $2,713,781 $2,817,256
Other comprehensive income (loss):
Change in unrealized losses on fixed
maturity securities, net of
reclassification adjustments 33,822 (891,763) 98,275 (1,380,359)
------------ ------------ ------------ ------------
Comprehensive (loss) income $(570,493) $1,090,068 $2,812,056 $1,436,897
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements
3
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DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED: IN U.S. DOLLARS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------- -------------
<S> <C> <C>
Assets:
Investments:
Fixed maturity securities, available for sale $ 91,354,198 $ 84,226,329
Balances with independent investment managers 23,509,523 27,389,096
Equity securities 7,515,900 7,515,900
------------- -------------
122,379,621 119,131,325
Cash and cash equivalents 15,670,452 22,514,299
Funds withheld by ceding reinsurer 13,104,951 13,735,735
Receivable from independent investment managers -- 2,536,997
Deferred acquisition costs 912,600 1,087,506
Accrued income 5,940,564 5,599,079
Other assets 138,882 85,307
Assets held for participating shareholder:
Cash and cash equivalents 137,370 125,306
Fixed maturity securities 1,574,106 1,509,842
Other assets 30,000 51,571
------------- -------------
Total assets $ 159,888,546 $ 166,376,967
============= =============
Liabilities:
Reserves for losses and loss expenses $ 105,368,935 $ 112,528,589
Subordinated notes 34,234,983 32,760,750
Other liabilities 4,017,517 7,687,330
Liabilities relating to participating shareholder:
Reserves for losses and loss expenses 1,632,616 1,618,509
Other liabilities 37,879 30,089
------------- -------------
Total liabilities 145,291,930 154,625,267
------------- -------------
Participating Preferred Shareholder's equity:
Participating Preferred Shares, $0.01 par value;
1,000 shares authorized, issued and outstanding 10 10
Additional paid-in capital 990 990
Retained earnings 70,981 38,121
------------- -------------
71,981 39,121
------------- -------------
Shareholders' equity:
Preferred Shares, $0.01 par value;
5,000,000 shares authorized, 100,000 shares
issued and outstanding 1,000 1,000
Common Shares, $0.01 par value; 10,000,000 shares
authorized, 4,079,014 shares issued and
outstanding 40,790 40,790
Additional paid-in capital 30,863,157 30,863,157
Appropriation for dividend on Preferred Shares 1,467,750 950,000
Accumulated other comprehensive loss (1,448,703) (1,546,978)
Retained deficit (16,399,359) (18,595,390)
------------- -------------
Total shareholders' equity 14,524,635 11,712,579
------------- -------------
Total liabilities and shareholders' equity $ 159,888,546 $ 166,376,967
============= =============
</TABLE>
See notes to consolidated financial statements
4
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DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED: IN US DOLLARS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------------------
2000 1999
------------ -------------
<S> <C> <C>
Net cash flows from operating activities:
Net income $ 2,713,781 $ 2,817,256
Adjustments to reconcile net income to net cash
(used) provided by operating activities:
Interest on subordinated notes 1,474,233 1,350,000
Investment income related to balances with
independent investment managers (2,053,683) (11,341,748)
Amortization on fixed maturity securities (64,812) (44,691)
Changes in assets and liabilities:
Funds withheld by ceding reinsurer 630,784 1,649,214
Deferred acquisition costs 174,906 30,209
Accrued income (5,626,913) (10,488)
Other assets (53,575) (100,176)
Reserves for losses and loss expenses (7,159,654) (9,452,799)
Receivable from independent investment managers 2,536,997 26,821,178
Other liabilities (3,669,811) 2,007,536
------------ ------------
Net cash (used) provided by operating activities (11,097,747) 13,725,491
------------ ------------
Cash flows from investing activities:
Proceeds from sales of fixed maturity securities 319,395 197,064
Withdrawals from balances with independent
investment managers 11,508,255 5,498,219
Purchases of investments with independent
investment managers (5,575,000) (20,820,000)
Purchases of fixed maturity securities (1,998,750) (2,519,863)
------------ ------------
Net cash provided (used) by investing activities 4,253,900 (17,644,580)
------------ ------------
Decrease in cash and cash equivalents (6,843,847) (3,919,089)
Cash and cash equivalents at beginning of period 22,514,299 26,152,550
------------ ------------
Cash and cash equivalents at the end of period $ 15,670,452 $ 22,233,461
============ ============
</TABLE>
See notes to consolidated financial statements
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DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
The financial statements included herein were prepared in conformity with
accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. Such principles were applied on a basis consistent with
those reflected in the Company's report on Form 10-K for the year ended December
31, 1999. The information furnished includes all adjustments and accruals of a
normal recurring nature which are, in the opinion of management, necessary for a
fair presentation of results for the interim periods. Operating results for the
six months ended June 30, 2000 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2000. Certain
reclassifications have been made in the 1999 financial statements to conform to
the 2000 presentation. For further information refer to the consolidated
financial statements and footnotes thereto included in the Company's report on
Form 10-K for the year ended December 31, 1999. Capitalized terms used herein
without definition have the meanings ascribed to them in the Company's report on
Form 10-K for the year ended December 31, 1999.
NOTE B - INVESTMENTS
At June 30, 2000, the Company had fixed maturity securities available for sale
with a carrying value of $91.4 million and an amortized cost of $92.8 million
and balances with independent investment managers with a carrying value and a
fair value of $23.5 million. At December 31, 1999, the Company had fixed
maturity securities available for sale with a carrying value of $84.2 million
and an amortized cost of $85.8 million and balances with independent investment
managers with a carrying value and a fair value of $27.4 million. During the six
months ended June 30, 2000, the Company elected to receive the $5.3 million
dividend due on the preferred securities of the LLC in the form of additional
preferred securities of the LLC in lieu of cash. The amounts invested with
independent investment managers are, with certain limited exceptions,
withdrawable at least annually, subject to applicable notice requirements.
NOTE C - CAPITAL SECURITIES AND LOAN FINANCING
Pursuant to the terms of the Subordinated Notes, interest due on such notes of
$1.5 million and $1.4 million for the six months ended June 30, 2000 and 1999,
respectively, has been paid by the issuance of additional Subordinated Notes.
The Company's Series A Preferred Shares (the "Preferred Shares") are entitled
to receive, when and as declared by the Board of Directors out of funds legally
available therefor, a cumulative dividend of 9.5% per annum on the shares'
issue price. The dividend is payable in cash or in additional Preferred
Shares or a combination thereof. A provision for the cumulative dividend at
June 30, 2000 has been recorded as an appropriation of retained deficit.
In accordance with a resolution passed at the Company's annual general meeting
held on May 8, 2000, $20.9 million has been transferred from the Company's
share premium account to the Company's contributed surplus account, which
account, under the Bermuda Companies Act, 1981 (the "Act"), is available for
the payment of dividends or other distributions to shareholders, subject to
compliance with the solvency requirements of the Act. The amount available for
distribution due to the increase in the contributed surplus account is included
in additional paid-in capital on the Company's balance sheet. The cumulative
dividend on the Preferred Shares outstanding at December 31, 1999 was declared
on July 24, 2000, payable by the issuance of 9,000 additional Preferred Shares,
which are redeemable at $100 per share, and the distribution of $50,000 in
cash.
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DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE D - COMPUTATION OF NET (LOSS) INCOME PER COMMON SHARE
Net (loss) income per Common Share is computed by dividing net (loss) income
attributable to Common Shares by the weighted average number of Common Shares
outstanding for the period:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Numerator:
Net (loss) income $ (604,315) $ 1,981,831 $ 2,713,781 $ 2,817,256
Dividends on Preferred Shares (280,250) (237,500) (517,750) (475,000)
----------- ----------- ----------- -----------
Net (loss) income attributable
to common shareholders $ (884,565) $ 1,744,331 $ 2,196,031 $ 2,342,256
=========== =========== =========== ===========
Denominator:
Weighted average common shares
outstanding 4,079,014 4,079,014 4,079,014 4,079,014
Effect of dilutive securities -- 2,505 -- 1,252
----------- ----------- ----------- -----------
Weighted average common shares
outstanding, assuming dilution 4,079,014 4,081,519 4,079,014 4,080,266
=========== =========== =========== ===========
</TABLE>
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DELPHI INTERNATIONAL LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following is an analysis of the results of operations and financial
condition of Delphi International Ltd. (the "Company" which term includes the
Company and its consolidated subsidiaries unless the context indicates
otherwise). This analysis should be read in conjunction with the Consolidated
Financial Statements and related notes included in this document, as well as the
Company's report on Form 10-K for the year ended December 31, 1999. Capitalized
terms used herein without definition have the meanings ascribed to them in the
Company's report on Form 10-K for the year ended December 31, 1999.
Results of Operations
Six Months Ended June 30, 2000 Compared to
Six Months Ended June 30, 1999
Underwriting Income. The Company did not earn any premium income from
reinsurance contracts during the six months ended June 30, 2000 and 1999. Due to
excess capacity in the global reinsurance markets and the resulting lack of
attractively priced reinsurance programs, the Company did not take on any new
reinsurance business during either period.
Investment Income. Investment income for the six months ended June 30, 2000 was
$8.7 million as compared with investment income for the six months ended June
30, 1999 of $12.7 million. Investment results during these periods are primarily
derived from preferred dividends from the LLC, the assets of which are invested
with independent investment managers, and from investment vehicles of
independent investment managers, which are accounted for under the equity
method, with earnings and losses included in net investment income. Investment
income for the six months ended June 30, 1999 primarily resulted from the
recovery in numerous sectors of global financial markets in the period, which
impacted positively upon the performance of the investment portfolios of the
independent investment managers.
Underwriting and Other Expenses. Losses and loss expenses for the six months
ended June 30, 2000 were $1.7 million as compared to $2.9 million for the six
months ended June 30, 1999. Losses and loss expenses primarily reflect the
increase in discounted values of existing reserves, which accrete over time.
Losses and loss expenses for the first half of 2000 have been reduced by a $0.5
million gain realized on the recapture by RSL of approximately 29% of the
existing group long term disability liabilities ceded to Oracle Re under its
quota share reinsurance agreement with RSL.
Underwriting and acquisition expenses totalled $1.6 million for the six months
ended June 30, 2000 as compared to $4.7 million in the six months ended June 30,
1999. Underwriting and acquisition expenses in the first half of 2000 reflect
$1.5 million of profit sharing commissions incurred during the first six months
of the year under the Safety National and RSL reinsurance agreements while
underwriting and acquisition expenses in the 1999 period reflect $4.5 million of
profit sharing commissions payable under the Safety National and RSL reinsurance
agreements for the period from inception through June 30, 1999.
Three Months Ended June 30, 2000 Compared to
Three Months Ended June 30, 1999
Underwriting Income. The Company did not earn any premium income from
reinsurance contracts during the three months ended June 30, 2000 and 1999. Due
to excess capacity in the global reinsurance markets and the resulting lack of
attractively priced reinsurance programs, the Company did not take on any new
reinsurance business during either period.
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DELPHI INTERNATIONAL LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Investment Income. Investment income for the second quarter of 2000 was $2.1
million as compared with investment income of $9.4 million in the second quarter
of 1999. Investment results during these periods are primarily derived from
preferred dividends from the LLC, the assets of which are invested with
independent investment managers, and from investment vehicles of independent
investment managers, which are accounted for under the equity method, with
earnings and losses included in net investment income. Investment income for the
second quarter of 1999 reflects strong investment results primarily as a result
of the recovery in numerous sectors of the global financial markets during this
period, which impacted positively upon the performance of the investment
portfolios of the independent investment managers.
Underwriting and Other Expenses. Losses and loss expenses of $0.5 million in the
second quarter of 2000 and $1.6 million in the second quarter of 1999 primarily
reflect the accretion of the discounted values of existing reserves. Losses and
loss expenses for the second quarter of 2000 have been reduced by a $0.5 million
gain realized on the recapture by RSL of approximately 29% of the existing group
long term disability liabilities ceded to Oracle Re under its quota share
reinsurance agreement with RSL.
Underwriting and acquisition expenses totaled $0.8 million in the second quarter
of 2000 as compared to $4.6 million in the second quarter of 1999. Underwriting
and acquisition expenses in the second quarter of 2000 reflect $0.7 million of
profit sharing commissions payable under the Safety National and RSL reinsurance
agreements for the quarter. Underwriting and acquisition expenses in the second
quarter of 1999 reflect $4.5 million of profit sharing commissions payable under
the reinsurance agreements with Safety National and RSL for the period from
inception through June 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current liquidity needs at the holding company level include
funding operating expenses and interest payments on the Subordinated Notes. At
the Company's option, the Company may pay interest on the Subordinated Notes in
additional Subordinated Notes in lieu of cash payments during any five-year
period. During the six-month period to June 30, 2000, $1.5 million of interest
due on the Subordinated Notes was paid by the issuance of additional
Subordinated Notes with an aggregate principal amount of $1.5 million. As of
June 30, 2000, the Company had $14.3 million in financial assets at the holding
company level. The Company's other source of liquidity at the holding company
level consists of dividends from Oracle Re. Dividend payments by the Company's
insurance subsidiary to the Company are subject to certain Bermuda regulatory
restrictions as well as contractual restrictions. Under the LOC Agreement,
dividends by Oracle Re in any fiscal year may generally not exceed the greater
of (a) 50% of Oracle Re's statutory net income for the preceding fiscal year and
(b) the lesser of (i) $3,000,000 and (ii) Oracle Re's statutory net income for
the preceding fiscal year.
The principal liquidity requirement of the Company's insurance subsidiary,
Oracle Re, in addition to funding operating expenses, is the fulfilment of the
obligations under its reinsurance agreements. The primary source of funding for
these obligations, in addition to operating earnings, is the net cash flow from
the investments included in Oracle Re's investment portfolio. Each of the
Company's reinsurance agreements involved a one-time payment to Oracle Re at
inception and does not provide for ongoing reinsurance premiums. In the second
quarter of 2000, Oracle Re and RSL effected the recapture of approximately 29%
of the existing group long term disability liabilities ceded to Oracle Re under
its quota share reinsurance agreement with RSL. In connection with such
recapture, $4.3 million in cash was transferred to RSL.
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DELPHI INTERNATIONAL LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In addition to Oracle Re's current liquidity requirements, Oracle Re is required
to provide collateral security with respect to letters of credit outstanding
under the LOC Agreement and otherwise. Under the LOC Agreement, the collateral
maintenance requirement is equal to up to 145% of the amount of the outstanding
letters of credit. In the event that sufficient collateral cannot be maintained
relative to these requirements, Oracle Re may be required to negotiate with its
reinsureds to reduce the size of the reinsurance transactions, thereby
decreasing the amounts of letters of credit and related collateral requirements
under the LOC Agreement. Moreover, if Oracle Re were unable to furnish
sufficient collateral or otherwise were to fail to satisfy any covenant or
requirement under the LOC Agreement, it may be required to liquidate all or a
substantial portion of its investment portfolio or otherwise secure its
obligations under its reinsurance agreements, which would likely have a material
adverse effect on the business and operations of the Company.
The Company believes that the sources of funding available at the holding
company and insurance subsidiary levels, respectively, will be adequate to
satisfy on both a short-term and long-term basis the companies' applicable
liquidity requirements.
MARKET RISK
There have been no material changes in the Company's exposure to market risk or
its management of such risk since December 31, 1999.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
In connection with and because it desires to take advantage of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
cautions its readers regarding certain forward-looking statements in the
foregoing discussions and elsewhere in this Form 10-Q and in any other statement
made by, or on behalf of, the Company, whether or not in future filings with the
Securities and Exchange Commission. Forward-looking statements are statements
not based on historical information and which relate to future operations,
strategies, financial results or other developments. Some forward-looking
statements may be identified by the use of terms such as "expects," "believes,"
"anticipates," "intends," or "judgment." Forward-looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond the Company's control and many of which, with respect
to future business decisions, are subject to change. Examples of such
uncertainties and contingencies include changes in global economic and financial
conditions and markets, the Company's investment strategy and implementation
thereof, the performance of the Company's investment portfolio, competitive
conditions in the global reinsurance markets, the ability of the Company to
generate new business opportunities and submissions and changes in insurance or
other laws and regulations or governmental interpretations thereof. These
uncertainties can affect actual results and could cause actual results to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company. The Company disclaims any obligation to update
forward-looking information.
10
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual General Meeting of Shareholders on May 8,
2000. Four directors were elected at the meeting for a term of three
years. The voting results for all matters at the meeting were as
follows:
1) Election of Directors:
<TABLE>
<CAPTION>
VOTES
---------------------
Withhold
For Authority
--- ---------
<S> <C> <C>
Harold F. Ilg................................ 2,335,926 2,500
Lewis S. Ranieri............................. 2,335,916 2,510
Thomas L. Rhodes............................. 2,335,916 2,510
Robert M. Smith, Jr. ........................ 2,335,926 2,500
</TABLE>
2) With regard to the adoption of the consolidated financial statements
of the Company for the year ended December 31, 1999, this proposal
received 2,335,926 votes for approval and 2,500 votes abstaining.
3) With regard to the appointment of Ernst & Young as the Company's
independent auditors for the fiscal year ending December 31, 2000,
this proposal received 2,319,482 votes for approval 16,444 votes
against approval and 2,500 votes abstaining.
4) With regard to proposals to be considered by the Company, as the
holder of all outstanding voting common shares of Oracle Reinsurance
Company Ltd. and O.R. Investments Ltd., at the Annual General
Meetings of Oracle Reinsurance Company Ltd. and O.R. Investments
Ltd., this proposal received 1,744,584 votes for approval 18,814
votes against approval and 3,282 votes abstaining.
5) With regard to the proposal that the share premium account in the
amount of $20,864,157 relating to the common shares of the Company
be reduced and the credit arising therefore be transferred to the
Company's contributed surplus account, this proposal received
1,755,368 votes for approval, 8,156 votes against approval and 3,156
votes abstaining.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11- Computation of Earnings Per Common Share (incorporated herein by
reference to Note D to the Consolidated Financial Statements
included elsewhere herein)
27- Financial Data Schedule
(b) Reports on Form 8-K
None
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C>
DELPHI INTERNATIONAL LTD. (Registrant)
/s/ COLIN O'CONNOR
------------------
Colin O'Connor
President and Chief Executive Officer
(Principal Executive Officer)
/s/ DAVID EZEKIEL
------------------
David Ezekiel
Vice President and Director
(Principal Accounting and Financial Officer)
Date: August 10, 2000
</TABLE>
12
