<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended September 30, 1999
[ ] 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>
<CAPTION>
<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)
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 November 8, 1999, the Registrant had 4,079,014 Common Shares outstanding.
<PAGE> 2
DELPHI INTERNATIONAL LTD.
FORM 10-Q/A
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
<S> <C> <C>
Consolidated Statements of Income (Loss) and Comprehensive
Income (Loss) for the Three Months Ended September 30, 1999 and
1998, the Nine Months Ended September 30, 1999, and the Period
from January 27, 1998 to September 30, 1998 3
Consolidated Balance Sheets at September 30, 1999
and December 31, 1998 4
Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 1999 and for the
Period from January 27, 1998 to September 30, 1998 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION 12
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED: IN US DOLLARS)
<TABLE>
<CAPTION>
Period from
Three Months Three Months Nine Months January 27, 1998
Ended Ended Ended To
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1999 Sept. 30, 1998
-------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
REVENUES:
Premiums written $ -- $ 12,011,000 $ -- $132,844,950
Premiums ceded -- (15,000) -- (15,000)
--------- ------------ ----------- ------------
Premiums earned -- 11,996,000 -- 132,829,950
Net investment income (loss) 3,933,532 (16,054,905) 16,658,719 (9,863,882)
--------- ------------ ----------- ------------
Total revenues 3,933,532 (4,058,905) 16,658,719 122,966,068
--------- ------------ ----------- ------------
LOSSES AND EXPENSES:
Losses and loss expenses incurred 1,197,241 13,462,778 4,035,164 126,029,954
Underwriting and acquisition expenses 833,979 (10,777) 5,487,905 7,661,450
Interest expense 711,173 756,986 2,103,337 1,940,548
General and administrative expenses 418,054 470,994 1,441,972 1,145,151
Incorporation costs -- 17,447 -- 1,338,035
--------- ------------ ----------- ------------
Total losses and expenses 3,160,447 14,697,428 13,068,378 138,115,138
--------- ------------ ----------- ------------
Net income (loss) 773,085 (18,756,333) 3,590,341 (15,149,070)
Dividends on Preferred Shares (237,500) -- (712,500) --
--------- ------------ ----------- ------------
Net income (loss) attributable to Common Shares $ 535,585 $(18,756,333) $ 2,877,841 $(15,149,070)
========= ============ =========== ============
Basic and diluted net income (loss) per Common
Share $ 0.13 $ (4.60) $ 0.70 $ (3.71)
Comprehensive income (loss):
Net income (loss) $ 773,085 $(18,756,333) $ 3,590,341 $(15,149,070)
Other comprehensive (loss) income:
Change in unrealized (losses) gains on fixed
maturity securities, net of reclassification
adjustments (225,800) 592,237 (1,606,159) 968,339
--------- ------------ ----------- ------------
Comprehensive income (loss) $ 547,285 $(18,164,096) $ 1,984,182 $(14,180,731)
========= ============ =========== ============
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 4
DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
ASSETS:
Investments:
Fixed maturity securities, available for sale $ 86,598,933 $ 18,306,720
Balances with independent investment managers 27,358,286 77,197,580
Equity securities 7,515,900 -
------------ ------------
121,473,119 95,504,300
Cash and cash equivalents 19,793,121 26,152,550
Funds withheld by ceding reinsurer 14,046,837 16,000,000
Due from independent investment managers 3,557,045 28,106,350
Deferred acquisition costs 1,102,610 1,147,923
Other assets 2,931,941 185,005
Assets held for participating shareholder:
Cash and cash equivalents 68,357 2,875,000
Fixed maturity securities 2,581,537 -
------------ ------------
Total assets $165,554,567 $169,971,128
============ ============
LIABILITIES:
Reserves for losses and loss expenses $113,671,068 $125,191,823
Subordinated notes 31,350,000 30,000,000
Other liabilities 7,888,729 3,893,611
Liabilities relating to participating shareholder 2,649,894 2,875,000
------------ ------------
Total liabilities 155,559,691 161,960,434
------------ ------------
SHAREHOLDERS' EQUITY:
Preferred Shares, $0.01 par value; 5,000,000 shares authorized,
100,000 shares issued and outstanding 1,000 1,000
Participating Preferred Shares, $0.01 par value; 1,000 shares issued
and outstanding 10 10
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 30,864,147 30,864,147
Provision for dividends on Preferred Shares 712,500 -
Accumulated other comprehensive (loss) income (1,246,373) 359,786
Retained deficit (20,377,198) (23,255,039)
------------- -------------
Total shareholders' equity 9,994,876 8,010,694
------------ ------------
Total liabilities and shareholders' equity $165,554,567 $169,971,128
============ ============
</TABLE>
See notes to consolidated financial statements
4
<PAGE> 5
DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
Period From
Nine Months January 27, 1998
Ended To
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 3,590,341 $(15,149,070)
Adjustments to reconcile net income (loss) to net cash (used)
provided by operating activities:
Investment (income) loss related to balances
with independent investment managers (12,071,848) 10,951,469
Realized gains on sales of fixed maturity securities - (12,060)
Amortization on fixed maturity securities (67,114) (13,958)
Changes in assets and liabilities:
Funds withheld by ceding reinsurer 1,953,163 (15,225,651)
Reinsurance premium receivable - (11,481,000)
Deferred acquisition costs 45,313 -
Incorporation costs - 1,338,035
Other assets (2,746,938) (361,567)
Reserves for losses and loss expenses (11,520,755) 121,236,194
Provision for annuity reinsurance payments - 10,500,000
Other liabilities 5,345,121 4,091,256
Assets held for participating shareholder (225,106) -
Liabilities relating to participating shareholder 225,106 -
------------- ------------
Net cash (used) provided by operating activities (15,472,717) 105,873,648
------------- ------------
Cash flows from investing activities:
Proceeds from sales of fixed maturity securities 314,748 1,794,130
Withdrawals from balances with independent investment managers 107,542,946 4,376,820
Purchases of fixed maturity and equity securities (77,661,906) (19,451,165)
Purchases of investments with independent investment managers (21,082,500) (141,121,629)
Incorporation costs - (1,338,035)
------------- -------------
Net cash provided (used) by investing activities 9,113,288 (155,739,879)
------------- -------------
Cash flows from financing activities:
Proceeds from issuance of subordinated notes - 40,000,000
Proceeds from issuance of common shares - 20,254,947
------------- -------------
Net cash provided by financing activities - 60,254,947
------------- -------------
(Decrease) increase in cash and cash equivalents (6,359,429) 10,388,716
Cash and cash equivalents at beginning of period 26,152,550 -
------------- -------------
Cash and cash equivalents at the end of period $ 19,793,121 $ 10,388,716
============= =============
</TABLE>
5
<PAGE> 6
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
generally accepted accounting principles 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, 1998. 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 nine
months ended September 30, 1999 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1999. Certain
reclassifications have been made in the 1998 financial statements to conform to
the 1999 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, 1998. 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, 1998.
NOTE B - PREFERRED SHARES
The Company's Series A Preferred Shares (the "Preferred Shares") are entitled to
a cumulative dividend of 9.5% per annum on the issue price of the shares. The
dividend is payable solely in additional Preferred Shares issued and redeemable
at $100 per share. No dividend has been declared at September 30, 1999, but a
provision for the cumulative dividend at September 30, 1999 has been recorded as
an appropriation of retained deficit.
NOTE C - INVESTMENTS
At September 30, 1999, the Company had fixed maturity securities available for
sale with a carrying value of $86,598,933 and an amortized cost of $87,845,306
and balances with independent investment managers with a carrying value and a
fair value of $27,358,286. At December 31, 1998, the Company had fixed maturity
securities available for sale with a carrying value of $18,306,720 and an
amortized cost of $17,946,934 and balances with independent investment managers
with a carrying value and a fair value of $77,197,580. The amounts invested with
independent investment managers are, with certain limited exceptions,
withdrawable at least annually, subject to applicable notice requirements.
During the third quarter of 1999, the Company liquidated a substantial portion
of its investments in vehicles of independent investment managers and reinvested
$75,159,000 of the proceeds in preferred and common securities of a special
purpose limited liability company (the "LLC"), the assets of which are invested
in similar vehicles. Ninety percent of the Company's investment in the LLC
consists of redeemable preferred securities carrying a cumulative fixed dividend
of 15.5% per annum. At September 30, 1999, the initial investment in the
preferred securities has been included in the carrying value of fixed maturity
securities.
6
<PAGE> 7
DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE D - STATEMENTS OF CASH FLOWS - NON-CASH FINANCING ACTIVITIES
Pursuant to the terms of the Subordinated Notes, interest of $1,350,000 due on
such notes has been paid by the issuance of additional Subordinated Notes in
lieu of cash payments.
NOTE E - COMPUTATION OF NET INCOME (LOSS) PER COMMON SHARE
The following table sets forth the numerators and denominators used to calculate
basic and diluted results per share:
<TABLE>
<CAPTION>
Three Three Nine Period From
Months Months Months January 27,
Ended Ended Ended 1998 to
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
-------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) $ 773,085 $(18,756,333) $ 3,590,341 $(15,149,070)
Dividends on Preferred Shares (237,500) -- (712,500) --
--------- --------- --------- ---------
Net income (loss) attributable to common shareholders $ 535,585 $(18,756,333) $ 2,877,841 $(15,149,070)
========= ========= ========= =========
Denominator:
Weighted average common shares outstanding 4,079,014 4,079,014 4,079,014 4,079,014
Effect of dilutive securities 7,559 -- 3,354 --
--------- --------- --------- ---------
Weighted average common shares outstanding,
assuming dilution 4,086,573 4,079,014 4,082,368 4,079,014
========= ========= ========= =========
</TABLE>
7
<PAGE> 8
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, 1998 and the
Company's report on Form 8-K filed on January 28, 2000. 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, 1998.
RESULTS OF OPERATIONS
Nine Months Ended September 30, 1999 Compared to
Period From January 27, 1998 to September 30, 1998
Underwriting Income. The Company did not earn any premium income from
reinsurance contracts during the nine months ended September 30, 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 this period. Premiums in the period ended September
30, 1998 were derived primarily from workers' compensation aggregate excess of
loss reinsurance assumed from Safety National in the amount of $82.1 million,
from the group long-term disability quota share reinsurance assumed from
Reliance Standard Life Insurance Company ("RSL") in the amount of $39.8 million
and from professional liability aggregate excess reinsurance assumed in the
amount of $10.9 million.
Investment Income (Loss). Investment income for the nine months ended September
30, 1999 was $16.7 million as compared to an investment loss of $9.9 million for
the period ended September 30, 1998. The Company's investment results during
these periods have primarily been derived from the performance of investment
vehicles of independent investment managers. Investment income for the 1999
period primarily resulted from a recovery in numerous sectors of the global
financial markets, which impacted positively upon the performance of the
investment portfolios of the independent investment managers. Losses in the 1998
period were primarily caused by declines in numerous sectors of the financial
markets during the second and third quarters of 1998.
During the third quarter of 1999, the Company liquidated a substantial portion
of its investments in vehicles of independent investment managers and reinvested
the proceeds in certain preferred and common securities. See Note C to the
Consolidated Financial Statements.
Underwriting and Other Expenses. Losses and loss expenses for the nine months
ended September 30, 1999 were $4.0 million as compared to $126.0 million for the
period ended September 30, 1998. Losses and loss expenses in the first nine
months of 1999 primarily reflect the accretion of the discounted values of
existing reserves. Losses and loss expenses incurred for the period ended
September 30, 1998 include the discounted value of the loss portfolios assumed
under the reinsurance agreements with Safety National and RSL.
8
<PAGE> 9
DELPHI INTERNATIONAL LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Underwriting and acquisition expenses totaled $5.5 million for the nine months
ended September 30, 1999 as compared to $7.7 million in the period ended
September 30, 1998. Underwriting and acquisition expenses in the 1999 period
reflect $5.3 million of profit sharing commissions payable under the Safety
National and RSL reinsurance agreements for the period from inception through
September 30, 1999. Underwriting and acquisition expenses of $7.7 million in the
1998 period include ceding commissions of $4.8 million, profit sharing
commissions and other underwriting expenses of $1.6 million and federal excise
taxes of $1.3 million related to the reinsurance agreements with Safety National
and RSL.
Interest expense and other operating expenses for the nine months ended
September 30, 1999 totaled $3.5 million as compared to $3.1 million in the
period ended September 30, 1998. This increase primarily reflects a full nine
month period of operations in 1999.
Three Months Ended September 30, 1999 Compared to
Three Months Ended September 30, 1998
Underwriting Income. The Company did not earn any premium income from
reinsurance contracts during the three months ended September 30, 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 this period. Premiums for the quarter ended
September 30, 1998 of $12.0 million were derived from professional liability
aggregate excess reinsurance and excess workers' compensation reinsurance.
Investment Income (Loss). Investment income for the third quarter of 1999 was
$3.9 million as compared with an investment loss of $16.1 million in the third
quarter of 1998. The Company's investment results for the third quarter of 1999
are derived primarily from accumulated dividends on certain preferred
securities. See Note C to the Consolidated Financial Statements. Losses in the
third quarter of 1998 were derived primarily from the performance of investment
vehicles of independent investment managers and were caused by significant
declines in numerous sectors of the financial markets during the quarter.
Underwriting and Other Expenses. Losses and loss expenses of $1.2 million in the
third quarter of 1999 primarily reflect the accretion of the discounted values
of existing reserves. Losses and loss expenses of $13.5 million in the third
quarter of 1998 reflect a loss reserve provision for the professional liability
aggregate excess reinsurance referred to above as well as the accretion of the
discounted values of existing reserves.
Underwriting and acquisition expenses totaled $0.8 million in the third quarter
of 1999 and are primarily attributable to profit sharing commissions payable
under the Safety National and RSL reinsurance agreements.
9
<PAGE> 10
DELPHI INTERNATIONAL LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's current liquidity needs at the holding company level include
funding operating expenses, interest payments on the Subordinated Notes and the
repayment of incorporation expenses paid by Delphi Financial Group, Inc. 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. In the nine-month period to September 30, 1999, $1.4 million of interest
due on the Subordinated Notes was paid by the issuance of additional
Subordinated Notes with an aggregate principal amount of $1.4 million. As of
September 30, 1999, the Company had $14.2 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 its insurance subsidiary, Oracle Re.
Dividend payments by Oracle Re 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. Such restriction does not permit the
payment of dividends by Oracle Re in 1999.
The principal liquidity requirement of Oracle Re, in addition to funding
operating expenses, is the fulfillment 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 Oracle Re's reinsurance agreements involved a
one-time payment to Oracle Re at inception and does not provide for ongoing
reinsurance premiums. In May 1999, Oracle Re and RSL agreed to the partial
recapture of approximately 35% of the group long term disability liabilities
ceded to Oracle Re under its quota share reinsurance agreement with RSL. In
connection with the partial recapture by RSL of these liabilities, $10 million
in cash, the amount of the reserves recaptured, was transferred to RSL.
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 140% of the amount of the outstanding
letters of credit which percentage is scheduled to increase to 145% in January
2000. 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.
IMPACT OF YEAR 2000
All of the Company's computer related systems are furnished by its third party
administrative services provider, a substantial and reputable firm which
provides similar services to other Bermuda based insurance companies. This firm
10
<PAGE> 11
DELPHI INTERNATIONAL LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
has provided the Company with an assurance that it has completed its Year 2000
assessment, and that its computer related systems are currently Year 2000
compliant, although such systems are, in this regard, subject to any further
modifications which may be advised by its computer related systems suppliers.
The Company's third party administrative services provider plans to continue to
monitor and test its critical systems for Year 2000 compliance throughout the
remainder of 1999. The Company has also requested assurances of Year 2000
compliance from its other significant business partners and vendors in an effort
to resolve any potential problems with the products and services they provide.
In most cases, alternative vendors could be utilized in the event Year 2000
compliance problems are encountered. If the computer systems of the Company's
administrative services provider failed due to the Year 2000 issue, the Company
plans to return to manual operations on an interim basis until the problem is
resolved. The costs of the Company's activities relating to the Year 2000 issue
have not been and are not expected to be material to the Company's financial
condition or results of operations. The Company does not believe that the Year
2000 issue will have a material effect on its operations; however, no assurance
can be given in this regard.
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, 1998.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
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 the 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, the ability of
the Company to generate new business opportunities and submissions, changes in
insurance or other laws and regulations or governmental interpretations thereof,
and the ability of the Company's or significant third parties' computer systems
to process correctly dates in and after the year 2000. 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.
11
<PAGE> 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 - First Amendment to Letter of Credit Agreement, dated as of July
1, 1999, among Oracle Reinsurance Company, Ltd., Bank of America
National Trust and Savings Association, as Agent and L/C Administrator,
The Bank of New York, as co-agent, Deutsche Bank AG, as co-agent,
Dresdner Bank A.G., New York Branch, as co-agent and Fleet National
Bank, as co-agent, and the other financial institutions party thereto.
11 - Computation of Net Income (Loss) per Share of Common Stock
(incorporated by reference to Note E to the Consolidated Financial
Statements included elsewhere herein)
27 - Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on January 28, 2000 which
disclosed that the Company had rescinded a workers' compensation quota
share reinsurance contract with Safety National Casualty Corporation
that had been in place since early 1999. The Company's net income
attributable to common shares for the first nine months ended September
30, 1999 has been restated to exclude the effects of this contract.
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.
DELPHI INTERNATIONAL LTD. (Registrant)
/s/ C. O'CONNOR
--------------------------------------------
C. O'Connor
President and Chief Executive Officer
(Principal Executive Officer)
/s/ D. EZEKIEL
--------------------------------------------
D. Ezekiel
Vice President and Director
(Principal Accounting and Financial Officer)
Date: February 4, 2000
12
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EXHIBIT 10.1
TO COME
