<PAGE> 1
FORM 8 - K
SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 28, 2000
DELPHI INTERNATIONAL LTD.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BERMUDA 333-34829 98-0206924
- ---------------------------- ------------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
Chevron House, 11 Church Street, Hamilton, Bermuda HM 11
- -------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 441-295-3688
------------
<PAGE> 2
ITEM 5. OTHER EVENTS
On January 28, 2000, the Registrant issued a press release announcing it had
rescinded a workers' compensation quota share reinsurance contract with Safety
National Casualty Corporation that had been in place since early 1999.
Accordingly, the Registrant has restated its financial results to exclude the
effects of this contract. The Company's net income attributable to common shares
for the first nine months of 1999, after such adjustment, was $2.9 million, or
$0.70 per share. The Company also announced that it expects to report net income
and net income per share for its fourth quarter of 1999 that is at least on par
with its average quarterly results year-to-date. The Company expects to report
its fourth quarter and full year 1999 financial results by the end of February.
A copy of such press release, including restated consolidated statements of
income for the first three quarters of 1999, is attached as Exhibit 99.1 to this
Current Report on Form 8 - K and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C> <C>
27.1 Restated Financial Data Schedule - March 31, 1999
27.2 Restated Financial Data Schedule - June 30, 1999
27.3 Restated Financial Data Schedule - September 30, 1999
99.1 Registrant's January 28, 2000 press release
</TABLE>
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 hereunto duly authorized.
DELPHI INTERNATIONAL LTD.
By: /s/ C. O'CONNOR
--------------------------------------
President and Chief Executive Officer
Date: January 28, 2000
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1999 (UNAUDITED), AS RESTATED, AND
THE CONSOLIDATED STATEMENT OF INCOME FOR THE PERIOD FROM JANUARY 1, 1999 TO
MARCH 31, 1999 (UNAUDITED), AS RESTATED, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<DEBT-HELD-FOR-SALE> 20,290,641
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 107,375,092
<CASH> 35,832,697
<RECOVER-REINSURE> 16,000,000
<DEFERRED-ACQUISITION> 1,132,819
<TOTAL-ASSETS> 170,454,691
<POLICY-LOSSES> 125,025,366
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 31,350,000
0
1,010
<COMMON> 40,790
<OTHER-SE> 8,315,724
<TOTAL-LIABILITY-AND-EQUITY> 170,454,691
0
<INVESTMENT-INCOME> 3,124,456
<INVESTMENT-GAINS> 210,155
<OTHER-INCOME> 0
<BENEFITS> 1,218,009
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 76,193
<INCOME-PRETAX> 835,425
<INCOME-TAX> 0
<INCOME-CONTINUING> 835,425
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 835,425
<EPS-BASIC> 0.15
<EPS-DILUTED> 0.15
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1999 (UNAUDITED), AS RESTATED, AND THE
CONSOLIDATED STATEMENT OF INCOME FOR THE PERIOD FROM JANUARY 1, 1999 TO JUNE 30,
1999 (UNAUDITED), AS RESTATED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<DEBT-HELD-FOR-SALE> 19,293,850
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 123,154,959
<CASH> 22,233,461
<RECOVER-REINSURE> 14,350,786
<DEFERRED-ACQUISITION> 1,117,715
<TOTAL-ASSETS> 165,238,159
<POLICY-LOSSES> 115,739,024
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 31,350,000
0
1,010
<COMMON> 40,790
<OTHER-SE> 9,405,791
<TOTAL-LIABILITY-AND-EQUITY> 165,238,159
0
<INVESTMENT-INCOME> 12,513,480
<INVESTMENT-GAINS> 211,707
<OTHER-INCOME> 0
<BENEFITS> 2,837,923
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 4,653,926
<INCOME-PRETAX> 2,817,256
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,817,256
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,817,256
<EPS-BASIC> 0.57
<EPS-DILUTED> 0.57
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMTION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1999 (UNAUDITED), AS RESTATED,
AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE PERIOD FROM JANUARY 1, 1999 TO
SEPTEMBER 30, 1999 (UNAUDITED), AS RESTATED, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<DEBT-HELD-FOR-SALE> 86,598,933
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 7,515,900
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 121,473,119
<CASH> 19,793,121
<RECOVER-REINSURE> 14,046,837
<DEFERRED-ACQUISITION> 1,102,610
<TOTAL-ASSETS> 165,554,568
<POLICY-LOSSES> 113,671,068
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 31,350,000
0
1,010
<COMMON> 40,790
<OTHER-SE> 9,953,076
<TOTAL-LIABILITY-AND-EQUITY> 165,554,568
0
<INVESTMENT-INCOME> 16,658,719
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 4,035,164
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 5,487,905
<INCOME-PRETAX> 3,590,341
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,590,341
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,590,341
<EPS-BASIC> 0.70
<EPS-DILUTED> 0.70
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<PAGE> 1
Delphi International Ltd. 99.1
Press Release
For Release at 6:00 p.m. Bermuda Standard Time
Contact: Investor Relations
Colin O'Connor (441) 295-4142
DELPHI INTERNATIONAL LTD. ANNOUNCES RESCISSION OF REINSURANCE CONTRACT
Hamilton, Bermuda - January 28, 2000 - Delphi International Ltd. (Nasdaq: DLTDF)
announced today the rescission of a workers' compensation quota share
reinsurance contract with Safety National Casualty Corporation that had been in
place since early 1999. Accordingly, the Company has restated its 1999 financial
results to exclude the effects of this contract. The Company's net income
attributable to common shares for the first nine months of 1999, after such
adjustment, was $2.9 million, or $.70 per share. The Company also announced that
it expects to report net income and net income per share for its fourth quarter
of 1999 that is at least on par with its average quarterly results year-to-date.
The Company expects to report its fourth quarter and full year 1999 financial
results by the end of February.
Delphi International Ltd. is the parent of Oracle Reinsurance Company Ltd., a
Bermuda-based specialty reinsurer.
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 readers regarding certain forward-looking statements in the
foregoing discussion 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
"judgement". 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.
<PAGE> 2
DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
RESTATED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED; IN US DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30,
1999 1999 1999
----------- ----------- -------------
<S> <C> <C> <C>
REVENUES:
Premiums written $ -- $ -- $ --
Premiums ceded -- -- --
----------- ----------- -----------
Premiums earned -- -- --
Net investment income 3,334,611 9,390,576 3,933,532
----------- ----------- -----------
Total revenues 3,334,611 9,390,576 3,933,532
----------- ----------- -----------
LOSSES AND EXPENSES:
Losses and loss expenses incurred 1,218,009 1,619,914 1,197,241
Underwriting and acquisition expenses 76,193 4,577,733 833,979
Interest expense 688,722 703,442 711,173
General and administrative expenses 516,262 507,656 418,054
----------- ----------- -----------
Total losses and expenses 2,499,186 7,408,745 3,160,447
----------- ----------- -----------
Net income 835,425 1,981,831 773,085
Dividends on preferred shares (237,500) (237,500) (237,500)
----------- ----------- -----------
Net income attributable to common shares $ 597,925 $ 1,744,331 $ 535,585
=========== =========== ===========
Basic and diluted net income per common shares $ 0.15 $ 0.43 $ 0.13
Weighted average common shares outstanding 4,079,014 4,081,519 4,086,573
</TABLE>
