<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, 1997
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[ ] 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 001-11462
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DELPHI FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
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Delaware (302) 478-5142 13-3427277
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(State or other jurisdiction of (Registrant's telephone number, (I.R.S. Employer Identification
incorporation or organization) including area code) Number)
1105 North Market Street, Suite 1230, Wilmington, Delaware 19899
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(Address of principal executive offices) (Zip Code)
</TABLE>
Indicate by check mark whether the 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
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As of July 25, 1997, the Registrant had 12,235,940
shares of Class A Common Stock and 6,331,787 shares
of Class B Common Stock outstanding.
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DELPHI FINANCIAL GROUP, INC.
FORM 10-Q
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Consolidated Statements of Income for the Three and Six
Months Ended June 30, 1997 and 1996.......................... 3
Consolidated Balance Sheets at June 30, 1997 and
December 31, 1996............................................ 4
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1997 and 1996...................... 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>
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<PAGE> 3
PART I. FINANCIAL INFORMATION
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
1997 1996 1997 1996
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Revenue:
Insurance premiums and policyholder fees .............. $ 89,873 $ 86,361 $ 177,810 $ 158,875
Net investment income ................................. 37,622 38,439 84,520 68,992
Net realized investment gains (losses) ................ 127 (4,069) 4,363 (5,268)
--------- --------- --------- ---------
127,622 120,731 266,693 222,599
--------- --------- --------- ---------
Benefits and expenses:
Benefits, claims and interest credited to policyholders 73,087 70,222 147,469 132,795
Commissions ........................................... 6,162 6,084 13,012 11,651
Amortization of cost of business acquired ............. 6,583 7,432 14,380 12,263
Premium and other taxes, licenses and fees ............ 2,902 2,873 6,207 5,592
Other operating expenses .............................. 9,261 9,611 20,953 16,572
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97,995 96,222 202,021 178,873
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Income from continuing operations before interest
and income tax expense and dividends on
Capital Securities of Delphi Funding L.L.C ...... 29,627 24,509 64,672 43,726
Interest expense ......................................... 3,539 4,591 7,837 8,044
--------- --------- --------- ---------
Income from continuing operations before income
tax expense and dividends on Capital Securities
of Delphi Funding L.L.C ......................... 26,088 19,918 56,835 35,682
Income tax expense ....................................... 8,559 6,585 18,890 12,103
--------- --------- --------- ---------
Income from continuing operations before dividends
on Capital Securities of Delphi Funding L.L.C .. 17,529 13,333 37,945 23,579
Dividends on Capital Securities of Delphi Funding L.L.C .. 1,512 -- 1,630 --
--------- --------- --------- ---------
Income from continuing operations .................. 16,017 13,333 36,315 23,579
Discontinued operations, net of income tax benefit:
Loss from operations .................................. -- (394) -- (765)
Loss on disposal ...................................... -- (5,836) -- (5,836)
--------- --------- --------- ---------
Net income ......................................... $ 16,017 $ 7,103 $ 36,315 $ 16,978
========= ========= ========= =========
Results per share of common stock:
Income from continuing operations ..................... $ 0.80 $ 0.67 $ 1.81 $ 1.29
Loss from discontinued operations, net of income
tax benefit:
Loss from operations ............................... -- (0.02) -- (0.04)
Loss on disposal ................................... -- (0.29) -- (0.32)
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Net income ............................................ $ 0.80 $ 0.36 $ 1.81 $ 0.93
========= ========= ========= =========
Weighted average shares outstanding (in thousands) ....... 20,033 19,989 20,020 18,199
</TABLE>
See notes to consolidated financial statements.
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DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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<CAPTION>
June 30, December 31,
1997 1996
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Assets:
Investments:
Fixed maturity securities, available for sale .......................... $ 1,911,042 $ 1,891,512
Cash and cash equivalents .............................................. 121,074 89,711
Other investments ...................................................... 367,774 313,784
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2,399,890 2,295,007
Cost of business acquired ................................................. 94,166 94,594
Reinsurance receivables ................................................... 223,693 214,529
Other assets .............................................................. 156,184 174,157
Assets held in separate account ........................................... 69,463 79,619
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Total assets ........................................................... $ 2,943,396 $ 2,857,906
=========== ===========
Liabilities and Shareholders' Equity:
Future policy benefits .................................................... $ 427,678 $ 416,854
Unpaid claims and claim expenses .......................................... 535,050 509,720
Policyholder account balances ............................................. 721,867 719,229
Corporate debt ............................................................ 178,889 231,004
Advances from Federal Home Loan Bank ...................................... 201,023 201,055
Other liabilities and policyholder funds .................................. 312,544 341,181
Liabilities related to separate account ................................... 61,214 71,898
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Total liabilities ...................................................... 2,438,265 2,490,941
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Company-obligated mandatorily redeemable Capital Securities of Delphi
Funding L.L.C. holding solely junior subordinated deferrable interest
debentures of the Company .............................................. 100,000 --
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Shareholders' equity:
Preferred Stock, $.01 par; 10,000,000 shares authorized ................ -- --
Class A Common Stock, $.01 par; 40,000,000 shares authorized;
12,218,041 and 11,813,064 shares issued and outstanding, respectively 122 118
Class B Common Stock, $.01 par; 20,000,000 shares authorized;
6,331,787 and 6,258,944 shares issued and outstanding, respectively . 63 63
Additional paid-in capital ............................................. 254,919 240,203
Net unrealized depreciation on investments ............................. (17,092) (17,949)
Retained earnings ...................................................... 167,119 144,530
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Total shareholders' equity .......................................... 405,131 366,965
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Total liabilities and shareholders' equity ...................... $ 2,943,396 $ 2,857,906
=========== ===========
</TABLE>
See notes to consolidated financial statements.
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DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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Six Months Ended
June 30,
----------------------
1997 1996
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Operating activities:
Net income ............................................................... $ 36,315 $ 16,978
Adjustments to reconcile net income to net cash provided by operating
activities:
Change in future policy benefits, unpaid claims and claim expenses,
reinsurance receivables and policyholder accounts ................... 18,146 16,682
Amortization, principally the cost of business acquired and investments 11,395 9,997
Deferred costs of business acquired ................................... (16,208) (12,904)
Net realized (gains) losses on investments ............................ (4,363) 5,268
Net change in trading account activities .............................. 5,518 (4,352)
Other ................................................................. (11,305) (7,984)
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Net cash provided by operating activities ........................... 39,498 23,685
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Investing activities:
Securities available for sale:
Purchases of investments and loans made ............................... (519,538) (728,976)
Sales of investments and receipts from repayment of loans ............. 467,152 823,946
Maturities of investments ............................................. 7,903 13,806
Cash acquired in the SIG Merger, net of consideration paid ............... -- 37,313
Change in deposit in separate account .................................... (527) (684)
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Net cash (used) provided by investing activities ...................... (45,010) 145,405
--------- ---------
Financing activities:
Deposits to policyholder accounts ........................................ 38,908 31,407
Withdrawals from policyholder accounts ................................... (37,969) (39,030)
Proceeds from issuance of common stock and exercise of stock options ..... 994 267
Proceeds from issuance of Capital Securities ............................. 98,750 --
Borrowings under Credit Agreement ........................................ -- 64,000
Principal payments under Credit Agreement ................................ (52,000) (8,000)
Change in amounts due to brokers and other short-term financing .......... -- (5,000)
Change in liability under reverse repurchase agreements .................. (11,808) (149,659)
--------- ---------
Net cash provided (used) by financing activities ...................... 36,875 (106,015)
--------- ---------
Increase in cash and cash equivalents ....................................... 31,363 63,075
Cash and cash equivalents at beginning of period ............................ 89,711 16,685
--------- ---------
Cash and cash equivalents at end of period ............................ $ 121,074 $ 79,760
========= =========
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 6
DELPHI FINANCIAL GROUP, INC. 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, 1996. 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, 1997 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1997. Certain reclassifications
have been made in the 1996 financial statements to conform with the 1997
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, 1996. 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, 1996.
NOTE B - CAPITAL SECURITIES
On March 25, 1997, Delphi Funding L.L.C. ("Delphi Funding"), a subsidiary of the
Company, issued $100.0 million liquidation amount of 9.31% Series A Capital
Securities (the "Capital Securities") in a public offering. In connection with
the issuance of the Capital Securities and the related purchase by the Company
of all of the common limited liability company interests in Delphi Funding (the
"Common Securities" and, collectively with the Capital Securities, the "L.L.C.
Securities"), the Company issued to Delphi Funding $103.1 million principal
amount of 9.31% junior subordinated deferrable interest debentures, Series A,
due 2027 (the "Junior Debentures"). Interest on the Junior Debentures is payable
semiannually on March 25 and September 25 of each year, but may be deferred at
any time or from time to time for a period not exceeding 5 years with respect to
each deferral period. The distribution and other payment dates on the L.L.C.
Securities correspond to the interest and other payment dates on the Junior
Debentures. The Junior Debentures are not redeemable prior to March 25, 2007,
but the Company has the right to dissolve Delphi Funding at any time and
distribute the Junior Debentures to the holders of the L.L.C. Securities in
exchange for the Capital Securities upon the liquidation of Delphi Funding. The
Company has fully and unconditionally guaranteed all payments due on the Capital
Securities. The Junior Debentures and the Common Securities purchased by the
Company are eliminated in the Consolidated Balance Sheet. Dividends on the
Capital Securities are presented net of a tax benefit in the Consolidated
Statement of Income.
NOTE C - MERGER
The SIG Merger was consummated on March 5, 1996 and was accounted for using the
purchase accounting method with the results of SIG included in the Company's
results from the date of the SIG Merger. The pro forma operating results for the
six months ended June 30, 1996, which treat the SIG Merger as if it had occurred
at the beginning of 1996, are as follows: total revenue of $241.1 million, which
includes realized investment losses of $5.3 million, or $0.17 per share after
taxes, income from continuing operations of $26.8 million and earnings per share
from continuing operations of $1.33. Pro forma net income, after losses from
discontinued operations of $6.6 million, or $0.33 per share, would be $20.2
million, or $1.00 per share, for the six months ended June 30, 1996. In
preparing the pro forma data, adjustments have been made to reflect the purchase
accounting adjustments and interest expense on the additional borrowings under
the Credit Agreement that would have occurred. The pro forma weighted average
numbers of shares outstanding of 20.2 million used in calculating the pro forma
per share data assume that all of the outstanding SIG Options were exercised at
the beginning of the period. The pro forma information does not purport to be
indicative of the operating results that actually would have been achieved had
the SIG Merger been consummated as of the date indicated and should not be
construed as representative of future operating results.
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DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE D - INVESTMENTS
At June 30, 1997, the Company had fixed maturity securities available for sale
with a carrying value and a fair value of $1,911.0 million and an amortized cost
of $1,940.8 million. At December 31, 1996, the Company had fixed maturity
securities available for sale with a carrying value and a fair value of $1,891.5
million and an amortized cost of $1,936.2 million.
NOTE E - RESULTS PER SHARE OF COMMON STOCK
Results per share of common stock are computed by dividing net income by the
weighted average number of common shares outstanding for the applicable period,
adjusted for the incremental shares attributable to common stock equivalents.
Common stock equivalents include common stock options and deferred shares.
The Company's Board of Directors declared a 20% stock dividend on August 30,
1996, which was distributed to stockholders on September 30, 1996, and a 2%
stock dividend on May 13, 1997, which was distributed to stockholders on June
10, 1997. The fair value of the shares distributed of $74.6 million for the
stock dividend distributed in 1996 and $13.7 million for the stock dividend
distributed in 1997 was transferred from retained earnings to common stock and
additional paid in capital. The 1996 results per share and applicable share
amounts have been restated to reflect the stock dividends.
NOTE F - RECENTLY ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share," which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute per share results and to restate all prior periods. Under the new
requirements for calculating results per share of common stock, the dilutive
effect of stock options will be excluded. The impact is expected to result in an
increase in net income per share of common stock of $0.14 and $0.07 for the six
months ended June 30, 1997 and 1996, respectively, and $0.06 and $0.03 for the
three months ended June 30, 1997 and 1996, respectively. The impact of Statement
No. 128 on the calculation of results per share of common stock, assuming full
dilution, is not expected to be material.
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<PAGE> 8
DELPHI FINANCIAL GROUP, INC.
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 Financial Group, Inc. (the "Company," which term includes
the Company and its consolidated subsidiaries unless the context specifies
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, 1996. 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, 1996.
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
following discussion 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" or "intends." 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, among other important factors, those affecting the
insurance industry generally, such as legislative and regulatory developments
and market pricing and competitive trends, and those relating specifically to
the Company's business, such as the level of its insurance premium production,
the claims experience of its insurance products and the performance of its
investment portfolio. These uncertainties and contingencies 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.
RESULTS OF OPERATIONS
Six Months Ended June 30, 1997 Compared to
Six Months Ended June 30, 1996
Insurance Premiums and Policyholder Fees. Insurance premiums and policyholder
fees for the six months ended June 30, 1997 were $177.8 million as compared to
$158.9 million for the six months ended June 30, 1996, an increase of 12%.
Premiums from the Company's excess workers' compensation insurance product,
which was acquired in March 1996 and included in the Company's results from the
date of the acquisition, totaled $31.8 million in the first half of 1997 as
compared to $22.9 million for the corresponding period of 1996. Growth in
premiums from the Company's other group employee benefit products, including the
impact of certain price increases, growth and development of the Company's
distribution system and normal growth in employment and salary levels for the
Company's existing customer base, also contributed to the increase in premiums
for the quarter. Deposits from the Company's single premium deferred annuity
products, including the Company's market value adjusted annuity product, were
$36.1 million for the first six months of 1997 as compared to $30.5 million for
the comparable period of 1996. Deposits for these products, which are long-term
in nature, are not recorded as premiums; instead, the deposits are recorded as a
liability.
Net Investment Income. Net investment income for the six months ended June 30,
1997 was $84.5 million as compared to $69.0 million for the six months ended
June 30, 1996, an increase of 22%. The increase is primarily due to an increase
in average invested assets as a result of the SIG Merger and the investment of a
portion of the proceeds from the issuance of the Capital Securities (as defined
below) and net cash provided by operating activities. The weighted average
annualized yield on invested assets, excluding realized and unrealized
investment gains and losses, was 8.2% on average invested assets of $2,054.9
million in 1997 and 7.9% on average invested assets of $1,749.3 million in 1996.
Net Realized Investment Gains (Losses). Net realized investment gains were $4.4
million for the six months ended June 30, 1997 as compared to net realized
investment losses of $5.3 million for the six months ended June 30, 1996. The
Company's investment strategy results in periodic sales of securities and the
recognition of realized investment gains and losses.
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Benefits and Expenses. Policyholder benefits and expenses for the six months
ended June 30, 1997 were $202.0 million as compared to $178.9 million for the
six months ended June 30, 1996, an increase of 13%. During 1997, benefits and
expenses for group employee benefit products increased by $18.5 million as
compared to 1996. This increase was attributable to the Company's excess
workers' compensation insurance product which was acquired in March 1996 and
growth in the Company's other group product lines. The combined ratio (loss
ratio plus expense ratio) for group employee benefit products was 96.7% for the
six months ended June 30, 1997 as compared to 96.4% for the six months ended
June 30, 1996. Amortization of cost of business acquired related to asset
accumulation products was accelerated by $1.5 million during 1997 and $0.6
million during 1996 due to better than expected investment results. The weighted
average annualized crediting rate on asset accumulation products for the six
months ended June 30, 1997 and 1996 was 5.3% in both periods.
Operating Income. Income from continuing operations before interest and income
tax expense and dividends for the six months ended June 30, 1997 was $64.7
million as compared to $43.7 million for the six months ended June 30, 1996, an
increase of 48%. The increase was primarily due to the inclusion of excess
workers' compensation insurance results for the entire period in 1997, an
increase in the weighted average yield on invested assets and realized
investment gains in 1997 as compared to realized investment losses in 1996.
Interest Expense. Interest expense for the six months ended June 30, 1997 was
$7.8 million as compared to $8.0 million for the six months ended June 30, 1996.
This decrease is primarily due to the repayment of $50.0 of borrowings under the
Credit Agreement with the proceeds from the issuance of the Capital Securities
(as defined below), partially offset by the inclusion of a full six months of
interest expense on the SIG Senior Notes in 1997.
Income Taxes. Income tax expense for the six months ended June 30, 1997 was
$18.9 million as compared to $12.1 million for the six months ended June 30,
1996. The increase was primarily due to the $21.0 million increase in operating
income. The Company's effective tax rate was 33.2% and 33.9% for the six months
ended June 30, 1997 and 1996, respectively. The effective tax rate is lower than
the federal statutory tax rate of 35% primarily due to tax-exempt interest
income.
Dividends on Capital Securities. On March 25, 1997, Delphi Funding L.L.C.
("Delphi Funding"), a subsidiary of the Company, issued $100.0 million
liquidation amount of 9.31% Series A Capital Securities (the "Capital
Securities") in a public offering. See Note B to the Consolidated Financial
Statements.
Discontinued Operations. The Company disposed of its long-term care business,
which was discontinued in 1996, during the second quarter of 1997. The proceeds
from the disposal were not material and the actual results for this business
subsequent to its discontinuance did not materially differ from the loss of $5.8
million, net of a tax benefit of $3.2 million, provided for at June 30, 1996 in
connection with the discontinuance of this business. Operating losses on this
business totaled $0.8 million, net of a tax benefit of $0.4 million, for the six
months ended June 30, 1996.
Three Months Ended June 30, 1997 Compared to
Three Months Ended June 30, 1996
Insurance Premiums and Policyholder Fees. Insurance premiums and policyholder
fees for the three months ended June 30, 1997 were $89.9 million as compared to
$86.4 million for the three months ended June 30, 1996, an increase of 4%.
Premiums from the Company's group employee benefit products, excluding excess
workers' compensation insurance, increased by $5.9 million primarily due to the
impact of certain price increases, growth and development of the Company's
distribution system and normal growth in employment and salary levels for the
Company's existing customer base. Excess workers' compensation insurance
premiums decreased by $2.2 million primarily due to state mandated reductions in
premium rates and increased competition. The Company does not expect this
reduction in premiums to have a material impact on the underwriting results for
this product as decreased benefit levels, also mandated by the states, are
expected to offset the decline in premiums. Deposits from the Company's single
premium deferred annuity products, including the Company's market value adjusted
annuity product, were $19.4 million and $13.7 million for the three months ended
June 30, 1997 and 1996, respectively. Deposits for these products, which are
long-term in nature, are not recorded as premiums; instead, the deposits are
recorded as a liability.
Net Investment Income. Net investment income for the three months ended June 30,
1997 was $37.6 million as compared to $38.4 million for the three months ended
June 30, 1996. A decrease in the weighted average annualized yield was partially
offset by an increase in average invested assets due to the investment of a
portion of the proceeds from the issuance of the Capital Securities and net cash
provided by operating activities. The weighted average annualized yield on
invested assets, excluding
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<PAGE> 10
realized and unrealized investment gains and losses, was 7.1% on average
invested assets of $2,107.9 million in 1997 and 7.8% on average invested assets
of $1,961.2 million in 1996.
Net Realized Investment Gains (Losses). Net realized investment gains were $0.1
million for the three months ended June 30, 1997 as compared to net realized
investment losses of $4.1 million for the three months ended June 30, 1996. The
Company's investment strategy results in periodic sales of securities and the
recognition of realized investment gains and losses.
Benefits and Expenses. Policyholder benefits and expenses for the three months
ended June 30, 1997 were $98.0 million as compared to $96.2 million for the
three months ended June 30, 1996, an increase of 2%. The increase was primarily
attributable to growth in the Company's group employee benefit products. The
combined ratio (loss ratio plus expense ratio) for group employee benefit
products was 95.4% for the three months ended June 30, 1997 as compared to 95.6%
for the three months ended June 30, 1996. The weighted average annualized
crediting rate on asset accumulation products for the three months ended June
30, 1997 and 1996 was 5.3% in both periods.
Operating Income. Income from continuing operations before interest and income
tax expense and dividends for the three months ended June 30, 1997 was $29.6
million as compared to $24.5 million for the three months ended June 30, 1996,
an increase of 21%. The increase was primarily due to realized investment gains
in 1997 as compared to realized investment losses in 1996.
Interest Expense. Interest expense for the three months ended June 30, 1997 was
$3.5 million as compared to $4.6 million for the three months ended June 30,
1996. This decrease is primarily due to the repayment of $50.0 of borrowings
under the Credit Agreement with the proceeds from the issuance of the Capital
Securities.
Income Taxes. Income tax expense for the three months ended June 30, 1997 was
$8.6 million as compared to $6.6 million for the three months ended June 30,
1996. The increase was primarily due to the $5.1 million increase in operating
income. The Company's effective tax rate was 32.8% and 33.1% for the three
months ended June 30, 1997 and 1996, respectively. The effective tax rate is
lower than the federal statutory tax rate of 35% primarily due to tax-exempt
interest income.
Dividends on Capital Securities. On March 25, 1997, Delphi Funding L.L.C., a
subsidiary of the Company, issued $100.0 million liquidation amount of 9.31%
Series A Capital Securities (the "Capital Securities") in a public offering. See
Note B to the Consolidated Financial Statements.
Discontinued Operations. The Company disposed of its long-term care business,
which was discontinued in 1996, during the second quarter of 1997. The proceeds
from the disposal were not material and the actual results for this business
subsequent to its discontinuance did not materially differ from the loss of $5.8
million, net of a tax benefit of $3.2 million, provided for at June 30, 1996 in
connection with the discontinuance of this business. Operating losses on this
business totaled $0.4 million, net of a tax benefit of $0.2 million, for the
three months ended June 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
On March 25, 1997, Delphi Funding issued $100.0 million liquidation amount of
Capital Securities in a public offering pursuant to the Company's existing shelf
registration statement (see Note B to the Consolidated Financial Statements).
The net proceeds from the offering were used to repay $50.0 million of
borrowings under the Credit Agreement, and the remainder was invested with
selected independent investment managers and used to reduce reverse repurchase
agreement liabilities.
The Company had approximately $184.2 million of financial resources available
at the holding company level at June 30, 1997 as compared to $117.2 million at
December 31, 1996. The increase in available financial resources was primarily
due to funds received from the Capital Securities offering and earnings from the
Company's non-insurance subsidiaries. The financial resources available at the
holding company level are primarily comprised of investments in fixed maturity
securities and the common stock of its non-insurance subsidiaries. The assets of
these non-insurance subsidiaries are primarily invested in balances with
independent investment managers and marketable securities. Substantially all of
the amounts invested with independent investment managers are withdrawable at
least annually, subject to applicable notice requirements. A shelf registration
is also in effect under which up to $49.2 million in securities may be issued by
the Company.
-10-
<PAGE> 11
Other sources of liquidity at the holding company level include interest and
principal payments made on the Surplus Debenture issued by RSLIC-Texas to the
Company, dividends paid from insurance subsidiaries, primarily generated from
operating cash flows and investments, and borrowings available under the Credit
Agreement. The Company's insurance subsidiaries are permitted, without prior
regulatory or other approval, to make dividend payments of $37.2 million during
1997, of which $14.0 million has been paid during the first six months of the
year. Additional dividends may be paid with the requisite approvals. Of the
unused portion of the Credit Agreement facility of $152.0 million, $98.0 million
is restricted for use in connection with, among other things, acquisitions or
the redemption of the SIG Senior Notes.
The Company's current liquidity needs, in addition to funding operating
expenses, include distributions on the Capital Securities (see Note B to the
Consolidated Financial Statements) and principal and interest payments on
outstanding borrowings under the Credit Agreement, the Senior Notes and the SIG
Senior Notes. The Junior Debentures underlying the Capital Securities are not
redeemable prior to March 25, 2007, and, at the Company's current level of
borrowings, no principal repayments would be required under the Credit Agreement
until April 1, 2003. The Senior Notes mature in their entirety on October 1,
2003 and are not subject to any sinking fund requirements nor are they
redeemable prior to maturity. The SIG Senior Notes amortize in $9.0 million
annual installments beginning in May 1999. Sources of liquidity available to the
Company and its subsidiaries are expected to exceed their cash requirements on
both a short-term and long-term basis.
A significant aspect of the Company's continued profitability is its ability to
manage risks associated with interest-sensitive assets and liabilities. The
Company prices its annuity products based on assumptions concerning prevailing
and expected interest rates and other factors to achieve a positive difference,
or spread, between its expected return on investments and the crediting rate.
The Company achieves this spread by active portfolio management focusing on
matching the durations of invested assets and related liabilities to minimize
the exposure to fluctuations in interest rates and by the adjustment of the
crediting rate on annuity products. The results of this asset/liability matching
are analyzed periodically through cash flow analysis under multiple interest
rate scenarios. The Company believes that it will continue to achieve a positive
spread and that the amount of lapses and surrender rates will remain consistent
with those assumed in the pricing of the products.
-11-
<PAGE> 12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on May 13, 1997.
The directors elected at the meeting will serve for a term ending on
the date of the 1998 Annual Meeting of Stockholders. The directors
elected at the meeting were Thomas L. Rhodes, Robert Rosenkranz, Edward
A. Fox, Charles P. O'Brien, Lewis S. Ranieri, Robert M. Smith, Jr.,
Thomas A. Sullivan and B.K. Werner. One director is voted upon by the
Class A stockholders, voting separately as a class. At the 1997 Annual
Meeting that director was Mr. Rhodes.
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>
Class A Director:
Thomas L. Rhodes................ 9,986,793 36,304
Directors:
Robert Rosenkranz............... 21,818,363 37,384
Edward A. Fox................... 21,819,443 36,304
Charles P. O'Brien.............. 21,819,443 36,304
Lewis S. Ranieri................ 21,232,553 623,194
Robert M. Smith, Jr............. 21,819,363 36,384
Thomas A. Sullivan.............. 21,819,443 36,304
B.K. Werner..................... 21,819,443 36,304
</TABLE>
2) All Other Matters - With regard to the amendment to the Company's
Restated Certificate of Incorporation, this proposal received
70,827,050 votes for approval, 139,656 votes against approval, 6,178
votes abstaining and 1,639,653 broker non-votes. With regard to the
Adoption of the Second Amended and Restated Employee Stock Option
Plan, this proposal received 68,678,522 votes for approval,
2,425,962 votes against approval, 7,678 votes abstaining and
1,500,375 broker non-votes. With regard to the Adoption of the
Amended and Restated Directors Stock Option Plan, this proposal
received 68,639,421 votes for approval, 2,463,651 votes against
approval, 9,090 votes abstaining and 1,500,375 broker non-votes.
With regard to the establishment of the Long- Term Performance Based
Incentive Plan, this proposal received 70,764,062 votes for
approval, 298,578 votes against approval, 49,522 votes abstaining
and 1,500,375 broker non-votes. With regard to transacting such
other business that properly comes before the meeting or any
adjournment thereof, this proposal received 70,438,642 votes for
approval, 1,962,157 votes against approval, 211,738 votes abstaining
and 0 broker non-votes; however, no such other business came before
the meeting.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 - Certificate of Amendment of Restated Certificate of
Incorporation of Delphi Financial Group, Inc.
3.2 - Restated Certificate of Incorporation of Delphi Financial
Group, Inc.
11 - Computation of Earnings Per Share of Common Stock
27 - Financial Data Schedule
(b) Reports on Form 8-K
None.
-12-
<PAGE> 13
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 FINANCIAL GROUP, INC. (Registrant)
/s/ ROBERT ROSENKRANZ
------------------------------------------------------------
Robert Rosenkranz
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
/s/ JANE R. DUNLAP
------------------------------------------------------------
Jane R. Dunlap
Vice President and Treasurer
(Principal Accounting and Financial Officer)
Date: July 30, 1997
-13-
<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DELPHI FINANCIAL GROUP, INC.
DELPHI FINANCIAL GROUP, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify as follows:
FIRST: That on March 26, 1997, the Board of Directors of the
Corporation adopted a resolution setting forth and declaring the advisability of
the following amendments to the Restated Certificate of Incorporation of the
Corporation:
The amendment of ARTICLE FOURTH, Section A, Paragraph 2(a) of the
Certificate so as to read as follows:
"(a) Subject to the provisions of Paragraph 2(d), every holder of Class
A Common Stock shall be entitled to one (1) vote in person or by proxy
on all matters subject to vote at any meeting of stockholders for each
share of Class A Common Stock standing in his name on the transfer
books of the Corporation and every holder of Class B Common Stock shall
be entitled to a number of votes equal to the Class B Number of Votes
(as defined below) in person or by proxy on all matters subject to vote
at any meeting of stockholders for each share of Class B Common Stock
standing in his name on the transfer books of the Corporation. The
'Class B Number of Votes' shall mean, with respect to any such meeting
of stockholders, the lesser of (x) the number of votes (with each share
of Class B Common Stock having the same number of votes as each other
share of Class B Common Stock) such that the aggregate of all
outstanding shares of Class B Common Stock are entitled to cast 49.9%
of all of the votes represented by the aggregate of all of the shares
of Class A Common Stock and Class B Common Stock outstanding as of the
record date for determining stockholders entitled to vote at such
meeting or (y) ten (10) votes; provided, that if there are no shares of
Class A Common Stock outstanding, the Class B Number of Votes shall be
ten (10) votes. As a consequence of clause (x) above, the Class B
Number of Votes may not equal a whole number, in which event the
holders of Class B Common Stock will nonetheless be entitled to vote
whatever fractional voting interests may result from such calculation,
without rounding."
The amendment of the second sentence of ARTICLE FOURTH, Section A,
Paragraph 2(d) of the Certificate so as to read as follows:
-1-
<PAGE> 2
"A holder of shares of Class B Common Stock who wishes to cast the
Class B Number of Votes per share shall comply with the following
procedure to effect a determination by the Corporation of his
entitlement to such number of votes: if such holder's shares of Class B
Common Stock are held of record by a nominee that is a broker or dealer
in securities, a clearing house, a bank, trust company, savings and
loan association or other financial institution, or a voting trustee or
a nominee of any of the foregoing, the record holder of such shares
shall file with the transfer agent for the Class B Common Stock a
certificate on a form which will be mailed to such holder by such
transfer agent on request, certifying, as to shares identified by such
holder, the information specified in the first sentence of this
Paragraph 2(d)."
The amendment of ARTICLE FOURTH, Section A, Paragraph 8 of the
Certificate so as to read as follows:
"Following the initial issuance of shares of Class B Common Stock by
the Corporation, such shares shall be issued by the Corporation only
(a) in payment of a stock dividend on then outstanding shares of Class
B Common Stock in accordance with Paragraph 1; (b) in connection with a
stock split, reclassification or other subdivision of then outstanding
shares of Class B Common Stock in accordance with Paragraph 1; (c) upon
exercise of options or warrants which are outstanding immediately prior
to the initial issuance by the Corporation of shares of Class B Common
Stock and which are, in connection with the reclassification of the
Prior Common Stock provided by this Article FOURTH, converted into
options to acquire or warrants exercisable for shares of Class B Common
Stock; and (d) from time to time pursuant to the Corporation's
Long-Term Performance-Based Incentive Plan adopted at the Corporation's
1997 annual meeting of stockholders, as such plan may be amended from
time to time in accordance with its terms."
SECOND: that (x) the holders of a majority of the outstanding shares of
Class A Common Stock of the Corporation present in person or represented by
proxy and entitled to vote, voting as a class, (y) the holders of a majority of
the outstanding shares of Class B Common Stock of the Corporation present in
person or represented by proxy and entitled to vote, voting as a class, and (z)
the holders of a majority of the voting power of the outstanding shares of Class
A Common Stock and Class B Common Stock present in person or represented by
proxy and entitled to vote, voting together as a single class, with the holders
of Class B Common Stock having ten (10) votes per share and the holders of Class
A Common Stock having one (1) vote per share, authorized said amendments at the
Annual Meeting of Stockholders of the Corporation on May 13, 1997.
-2-
<PAGE> 3
THIRD: That the aforesaid amendments were duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
I, the undersigned, being the duly authorized Secretary of DELPHI FINANCIAL
GROUP, INC., hereby declaring that this certificate is the act and deed of the
Corporation and that the facts herein stated are true, have hereunto set my hand
this 21st day of May, 1997.
/s/ ROBERT ROSENKRANZ
---------------------
Robert Rosenkranz
President
Attest:
/s/ LINDA EIKE
- --------------------------
Linda Eike
Secretary
-3-
<PAGE> 1
EXHIBIT 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
DELPHI FINANCIAL GROUP, INC.
(originally incorporated on May 27, 1987 under the
name RSL Holding Company, Inc.)
FIRST: The name of the Corporation is Delphi Financial Group, Inc.
SECOND: The address of the registered office of the Corporation is
Delphi Financial Group, Inc., 1105 North Market Street, Suite 1230, in the City
of Wilmington, in the County of New Castle, in the State of Delaware. The name
of the registered agent of the Corporation in Delaware at such
address is Delphi Financial Group, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware (the "Delaware Corporation Law").
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is seventy million (70,000,000)
shares, consisting of ten million (10,000,000) shares of Preferred Stock, par
value $.01 per share ("Preferred Stock"), forty million (40,000,000) shares of
Class A Common Stock, par value $.01 per share ("Class A Common Stock"), and
twenty million (20,000,000) shares of Class B Common Stock, par value $.01 per
share ("Class B Common Stock").
Effective at the close of business on the date that this Restated
Certificate of Incorporation is filed with the Secretary of State of the State
of Delaware, and without further action on the part of the Corporation or the
holders of its outstanding Common Stock, par value $.01 per share (the "Prior
Common Stock"), each share of Prior Common Stock shall be automatically
reclassified as and changed into two and four-tenths (2.4) shares of Class B
Common Stock and each share or Prior Common Stock held in the treasury of the
Corporation shall be cancelled and retired. Effective at the close of business
on such date, each certificate representing shares of Prior Common Stock shall
be deemed to represent the number of shares of Class B Common Stock into which
the shares of Prior Common Stock represented thereby have been reclassified and
changed. As promptly as practicable thereafter, the Corporation, upon delivery
and surrender of existing certificates representing shares of Prior Common
<PAGE> 2
-2-
Stock by the holders thereof, which certificates, if the Board of Directors of
the Corporation so requests, shall be duly endorsed to the Corporation in blank
or accompanied by proper instruments of transfer to the Corporation (such
endorsements or instruments of transfer to be in form satisfactory to the
Corporation), shall, subject to the other provisions of this Article FOURTH,
issue and deliver or cause to be delivered to each such holder a certificate or
certificates representing a number of shares of Class B Common Stock equal to
two and four-tenths (2.4) times the number of shares of Prior Common Stock
formerly represented by such existing certificate. In the event that a holder of
a certificate or certificates formerly representing shares of Prior Common Stock
shall be entitled to receive, in the aggregate, certificates representing a
number of shares of Class B Common Stock including a fraction of a share of
Class B Common Stock, then the number of shares of Class B Common Stock
represented by the certificates issued to such holder shall be increased to the
next larger whole number of shares of Class B Common Stock so that no fractional
share shall be issued.
The powers, preferences and rights, and the qualifications, limitations
and restrictions of the Class A Common Stock and the Class B Common Stock, and
the express grant of authority to the Board of Directors to fix by resolution
the designations and the powers, preferences and rights of each share of
Preferred Stock and the qualifications, limitations and restrictions thereof
which are not fixed by this Certificate of Incorporation, are as follows:
A. Class A Common Stock and Class B Common Stock
1. Dividends, Etc.
Subject to the rights of the holders of Preferred Stock, and subject to
any other provisions of this Certificate of Incorporation, holders of Class A
Common Stock and Class B Common Stock shall be entitled to receive such
dividends and other distributions, in cash, in property or in shares of stock or
other securities, as may be declared by the Board of Directors from time to time
out of assets or funds of the Corporation legally available therefor. If and
when dividends on the Class A Common Stock or Class B Common Stock are declared
payable from time to time by the Board of Directors, whether payable in cash, in
property, or in shares of stock or other securities, the holders of Class A
Common Stock and the holders of Class B Common Stock shall be entitled to share
equally, on a per share basis, in such dividends, except that, if dividends are
declared that are payable in shares of Class
<PAGE> 3
-3-
A Common Stock or Class B Common Stock, dividends shall be declared that are
payable at the same rate on both classes of stock and the dividends shall be
payable in shares of Class A Common Stock on both the Class A Common Stock and
Class B Common Stock, in shares of Class B Common Stock on both the Class A
Common Stock and Class B Common Stock or in shares of Class A Common Stock on
the Class A Common Stock and shares of Class B Common Stock on the Class B
Common Stock as the Board of Directors of the Corporation shall determine. If
the Corporation shall in any manner subdivide or combine the outstanding shares
of Class A Common Stock or Class B Common Stock, the outstanding shares of the
other such class of stock shall be proportionally subdivided or combined in the
same manner and on the same basis as the outstanding shares of Class A Common
Stock or Class B Common Stock, as the case may be, have been subdivided or
combined.
2. Voting.
(a) Subject to the provisions of Paragraph 2(d), every holder of
Class A Common Stock shall be entitled to one (1) vote in person or by proxy on
all matters subject to vote at any meeting of stockholders for each share of
Class A Common Stock standing in his name on the transfer books of the
Corporation and every holder of Class B Common Stock shall be entitled to a
number of votes equal to the Class B Number of Votes (as defined below) in
person or by proxy on all matters subject to vote at any meeting of stockholders
for each share of Class B Common Stock standing in his name on the transfer
books of the Corporation. The 'Class B Number of Votes' shall mean, with respect
to any such meeting of stockholders, the lesser of (x) the number of votes (with
each share of Class B Common Stock having the same number of votes as each other
share of Class B Common Stock) such that the aggregate of all outstanding shares
of Class B Common Stock are entitled to cast 49.9% of all of the votes
represented by the aggregate of all of the shares of Class A Common Stock and
Class B Common Stock outstanding as of the record date for determining
stockholders entitled to vote at such meeting or (y) ten (10) votes; provided,
that if there are no shares of Class A Common Stock outstanding, the Class B
Number of Votes shall be ten (10) votes. As a consequence of clause (x) above,
the Class B Number of Votes may not equal a whole number, in which event the
holders of Class B Common Stock will nonetheless be entitled to vote whatever
fractional voting interests may result from such calculation, without rounding.
(b)(i) The holders of Class A Common Stock shall vote separately
as a class to elect one director. The remaining
<PAGE> 4
-4-
directors (other than directors to be elected by the holders of Preferred Stock
or any series thereof voting separately as a class) shall be elected by the
holders of Class A Common Stock and Class B Common Stock, voting together as one
class or, if any holders of Preferred Stock are then entitled to vote together
with the holders of Class A Common Stock and Class B Common Stock for the
election of directors, together as a single class with such holders of Preferred
Stock. The director to be elected by the holders of Class A Common Stock, voting
separately as a class, pursuant to this clause (i) or designated by the Board of
Directors pursuant to clause (iii) of this Paragraph 2(b), as the case may be,
is hereinafter referred to as the "Class A Common Stock Director" and the
directors to be elected pursuant to this clause (i) by the holders of Class A
Common Stock and Class B Common Stock, voting together as a single class or
together as a single class with the holders of Preferred Stock then entitled to
vote with the holders of Class A Common Stock and Class B Common Stock for the
election of directors, as the case may be, are hereinafter referred to as the
"Common Stock Directors."
(ii) If, on the record date for any vote of stockholders with
respect to the election of directors, the number of shares of Class A Common
Stock which are issued and outstanding is less than ten percent (10%) of the
total number of shares of Class A Common Stock and Class B Common Stock which
are issued and outstanding, then the holders of Class A Common Stock shall not
have the right to vote separately as a class to elect one director and all
directors (other than directors to be elected by the holders of Preferred Stock
or any series thereof voting separately as a class) shall be elected by the
holders of Class A Common Stock and Class B Common Stock, voting together as a
single class or, if any holders of Preferred Stock are then entitled to vote
together with the holders of Class A Common Stock and Class B Common Stock for
the election of directors, together as a single class with such holders of
Preferred Stock. If there is a Class A Common Stock Director in office at the
time of any vote of stockholders pursuant to which directors are to be elected
in the manner specified in this clause (ii), then no director shall, effective
as of the time of such vote, be deemed to be a Class A Common Stock Director.
(iii) The Board of Directors shall designate a director as the
Class A Common Stock Director to comply with the requirements of clause (i) of
this Paragraph 2(b), as the case may be, effective at such time as the number of
issued and outstanding shares of Class A Common Stock is ten percent
<PAGE> 5
-5-
(10%) or more of the total number of the shares of Class A Common Stock and
Class B Common Stock which are issued and outstanding. Any director designated
as a Class A Common Stock Director or a Common Stock Director shall hold office
until his successor is elected and qualified in accordance herewith or until his
earlier resignation, death or removal. Newly created directorships and vacancies
in the Board of Directors resulting from death, resignation, removal from office
or other cause shall be filled solely by a majority vote of the remaining
directors then in office, even if less than a quorum, or by a sole remaining
director, provided that any person elected to fill a vacancy created by the
resignation, death or removal of the Class A Common Stock Director shall be
deemed to be the Class A Common Stock Director and any person elected to fill a
vacancy created by the resignation, death or removal of a Common Stock Director
shall be deemed to be a Common Stock Director. The Class A Common Stock Director
may be removed without cause only by a vote of the holders of a majority of the
issued and outstanding shares of Class A Common Stock. Common Stock Directors
may be removed without cause only by a vote of the holders of shares then having
the right to cast a majority of the votes with respect to the election of Common
Stock Directors at a meeting at which all holders entitled to vote with respect
to the election of Common Stock Directors are represented.
(iv) If there are no shares of Class A Common Stock issued and
outstanding, the holders of Class B Common Stock shall, together with the
holders of Preferred Stock then entitled to vote with the holders of Class B
Common Stock for the election of directors, elect all the directors of the
Corporation and, if there are no shares of Class B Common Stock issued and
outstanding, the holders of Class A Common Stock shall, together with the
holders of Preferred Stock then entitled to vote with the holders of Class A
Common Stock for the election of directors, elect all the directors of the
Corporation (in each case, other than directors elected by the holders of
Preferred Stock or any series thereof voting separately as a class).
(c) Except as may be otherwise required by law or by this Certificate
of Incorporation and subject to the voting rights, if any, to which the holders
of Preferred Stock shall be entitled, the holders of Class A Common Stock and
Class B Common Stock shall vote together as a single class on all matters.
(d) Anything contained in this Paragraph 2 to the
<PAGE> 6
-6-
contrary notwithstanding, each share of Class B Common Stock shall be entitled
to only one (1) vote per share held unless the holder of such share shall have
established to the satisfaction of the Corporation that such share of Class B
Common Stock has been held continuously since its date of issuance by such
holder or in nominee name for the benefit or account of the same named
beneficial owner (as hereinafter defined) of such share or any Permitted
Transferee (as defined in Paragraph 3(a) hereof) of such holder or beneficial
owner. A holder of shares of Class B Common Stock who wishes to cast the Class B
Number of Votes per share shall comply with the following procedure to effect a
determination by the Corporation of his entitlement to such number of votes: if
such holder's shares of Class B Common Stock are held of record by a nominee
that is a broker or dealer in securities, a clearing house, a bank, trust
company, savings and loan association or other financial institution, or a
voting trustee or a nominee of any of the foregoing, the record holder of such
shares shall file with the transfer agent for the Class B Common Stock a
certificate on a form which will be mailed to such holder by such transfer agent
on request, certifying, as to shares identified by such holder, the information
specified in the first sentence of this Paragraph 2(d). If such record holder is
not included in the categories mentioned in the immediately preceding sentence,
such record holder shall file with the transfer agent for the Class B Common
Stock an affidavit to the same effect as the certificate specified in the
immediately preceding sentence. Any certificate or affidavit filed for the
purposes hereinabove set forth shall be deemed filed for purposes of this
Paragraph 2(d) only if received by the transfer agent not less than three (3)
nor more than twenty (20) business days prior to the date of the meeting at
which the holder desires to exercise such voting rights. If such certificate or
affidavit is not timely filed or shall not establish to the satisfaction of the
Corporation the facts stated herein, then such shares shall be entitled to one
(1) vote per share. The Corporation shall use its best efforts, if the
Corporation believes such a certificate or affidavit does not establish to the
Corporation's satisfaction the facts stated therein, to mail to the person
filing such certificate or affidavit a notice to such effect within seven
business days after the receipt by the transfer agent of any such certificate or
affidavit. For the purposes of this Article FOURTH, a "beneficial owner" of any
shares of Class B Common Stock shall mean, and shares of Class B Common Stock
shall be deemed to be "beneficially owned" by, a person who, or an entity which,
possesses the power, either singly or jointly, to direct the voting and
disposition of such shares and "business day" shall
<PAGE> 7
-7-
mean any day other than a Saturday, Sunday or day on which banks in the City of
New York are authorized to close.
3. Transfer.
(a) Upon transfer by a person holding shares of Class B Common
Stock of record (hereinafter called a "Holder of Class B Common Stock") of
shares of Class B Common Stock, such shares shall, upon such transfer, be
converted into an equal number of shares of Class A Common Stock in the manner
provided in Paragraph 4(b) below unless such transfer is to a Permitted
Transferee, and the Corporation shall not register the transfer of such shares
of Class B Common Stock, whether by sale, assignment, gift, bequest, appointment
or otherwise, except to a Permitted Transferee. A Permitted Transferee shall
mean, with respect to each person from time to time shown as the record holder
of shares of Class B Common Stock:
(i) In the case of a Holder of Class B Common Stock
who is a natural person,
(A) The spouse of such Holder of Class B Common Stock, any
lineal ancestor of such Holder of Class B Common Stock or of his or her
spouse, any lineal descendant of a grandparent of such Holder of Class
B Common Stock or of the spouse of such Holder of Class B Common Stock,
and any spouse of such lineal descendant or lineal ancestor (which
lineal ancestors, lineal descendants, their spouses, the Holder of
Class B Common Stock, and his or her spouse are herein collectively
referred to as the "Family Members" of the Holder of Class B Common
Stock);
(B) The trustee of a trust (including a voting trust)
exclusively for the benefit of such Holder of Class B Common Stock
and/or one or more of his or her Permitted Transferees described in
each subclause of this clause (i) other than this subclause (B),
provided that such trust may also grant a general or special power of
appointment to one or more of the Family Members of such Holder of
Class B Common Stock and may permit trust assets to be used to pay
taxes, legacies and other obligations of the trust or of the estates of
one or more of the Family Members of such Holder of Class B Common
Stock payable by reason of the death of any of such Family Members;
(C) A corporation if all of the outstanding capital
stock of such corporation is beneficially owned by, or a
<PAGE> 8
-8-
partnership if all of the partners are and all of the partnership
interests are beneficially owned by, the Holder of Class B Common Stock
and/or his or her Permitted Transferees determined under this clause
(i), provided that if by reason of any change in the ownership of such
stock or partnership interests, such corporation or partnership would
no longer qualify as a Permitted Transferee, all shares of Class B
Common Stock then held by such corporation or partnership shall, upon
the election of the Corporation given by written notice to such
corporation or partnership, without further act on anyone's part, be
converted into shares of Class A Common Stock effective upon the date
of the giving of such notice, and stock certificates formerly
representing such shares of Class B Common Stock shall thereupon and
thereafter be deemed to represent the like number of shares of Class A
Common Stock; and
(D) The estate of such Holder of Class B Common Stock.
(ii) In the case of a Holder of Class B Common Stock holding
the shares of Class B Common Stock in question as trustee pursuant to a
trust (other than a trust described in clause (iii) of this Paragraph
3(a)), "Permitted Transferee" means (A) any person transferring Class B
Common Stock to such trust and (B) any Permitted Transferee of any such
transferor determined pursuant to clause (i) of this Paragraph 3(a).
(iii) In the case of a Holder of Class B Common Stock holding
the shares of Class B Common Stock in question as trustee pursuant to a
trust which was irrevocable on the date of initial issuance by the
Corporation of shares of Class B Common Stock, "Permitted Transferee"
means (A) any person to whom or for whose benefit principal may be
distributed either during or at the end of the term of such trust,
whether by power of appointment or otherwise and (B) any Permitted
Transferee of any such person determined pursuant to clause (i) of this
Paragraph 3(a).
(iv) In the case of a Holder of Class B Common Stock which is
a corporation or partnership acquiring record and beneficial ownership
of the shares of Class B Common Stock in question at the time of the
initial issuance of such shares by the Corporation or entitled to
acquire shares of Class B Common Stock upon the exercise of warrants
outstanding at the time of initial issuance
<PAGE> 9
-9-
of shares of Class B Common Stock by the Corporation, "Permitted
Transferee" means (A) any person who was, on the date of such issuance,
a partner of such partnership, or stockholder of such corporation, (B)
any person transferring such shares of Class B Common Stock to such
corporation or partnership, (C) any corporation or partnership (x) of
which such Holder directly or indirectly owns not less than two-thirds
of the voting power (y) which owns directly or indirectly not less than
two-thirds of the voting power of such Holder or (z) of which not less
than two-thirds of the voting power is owned by a corporation or
partnership which directly or indirectly owns not less than two-thirds
of the voting power of such Holder, provided that if by reason of any
change in the ownership of such stock or partnership interests, such
corporation or partnership would no longer qualify as a Permitted
Transferee, all shares of Class B Common Stock then held by such
corporation or partnership shall, upon the election of the Corporation
given by written notice to such corporation or partnership, without
further act on anyone's part, be converted into shares of Class A
Common Stock effective upon the date of the giving of such notice, and
stock certificates formerly representing such shares of Class B Common
Stock shall thereupon and thereafter be deemed to represent the like
number of shares of Class A Common Stock and (D) any Permitted
Transferee of any such person, partner or stockholder referred to in
subclauses (A) and (B) of this clause (iv), determined under clause (i)
of this Paragraph 3(a).
(v) In the case of a Holder of Class B Common Stock which is a
corporation or partnership (other than a corporation or partnership
described in clause (iv) of this Paragraph 3(a)) holding record and
beneficial ownership of the shares of Class B Common Stock in question,
"Permitted Transferee means (A) any person transferring such shares of
Class B Common Stock to such corporation or partnership and (B) any
Permitted Transferee of any such transferor determined under clause (i)
of this Paragraph 3(a).
(vi) In the case of a Holder of Class B Common Stock which is
the estate of a deceased Holder of Class B Common Stock, or which is
the estate of a bankrupt or insolvent Holder of Class B Common Stock,
which holds record and beneficial ownership of the shares of Class B
Common Stock in question, "Permitted Transferee" means a Permitted
Transferee of such deceased, bankrupt or
<PAGE> 10
-10-
insolvent Holder of Class B Common Stock as determined pursuant to
clauses (i), (ii), (iii), (iv), (v) or (vii) of this Paragraph 3(a).
(vii) In the case of a Holder of Class B Common Stock holding
record (but not beneficial) ownership of the shares of Class B Common
Stock in question as nominee for the person who was the beneficial
owner thereof at the time of the initial issuance of such shares by the
Corporation, such beneficial owner and any Permitted Transferee of such
beneficial owner (determined pursuant to clauses (i), (ii), (iii),
(iv), (v) or (vi) of this Paragraph 3(a)) shall be Permitted
Transferees.
(b) Notwithstanding anything to the contrary set forth herein, any
Holder of Class B Common Stock may pledge the shares of Class B Common Stock
belonging to such Holder of Class B Common Stock to a pledgee pursuant to a bona
fide pledge of such shares as collateral security for indebtedness due to the
pledgee, provided that such shares shall not be transferred to or registered in
the name of the pledgee and shall remain subject to the provisions of this
Paragraph 3. In the event of foreclosure or other action by the pledgee, such
pledged shares of Class B Common Stock may only be transferred to a Permitted
Transferee of the pledgor or converted into shares of Class A Common Stock.
(c) For purposes of this Paragraph 3:
(i) The relationship of any person that is derived by or
through legal adoption while such person is a minor shall be considered
a natural one.
(ii) Each joint owner of record of shares of Class B Common
Stock shall be considered a Holder of Class B Common Stock with respect
to such shares.
(iii) A minor for whom shares of Class B Common Stock are held
pursuant to a Uniform Gifts to Minors Act or similar law shall be
considered a Holder of Class B Common Stock with respect to such
shares.
(iv) Unless otherwise specified, the term "person" means both
natural persons and legal entities.
(v) Without derogating from the election conferred upon the
Corporation pursuant to subclause (C) of Paragraph 3(a)(i) above, each
reference to a corporation or the Corporation shall include any
successor
<PAGE> 11
-11-
corporation resulting from merger or consolidation; and each reference
to a partnership shall include any successor partnership resulting from
the death or withdrawal of a partner.
(d) The Corporation shall note or set forth on the certificates
for shares of Class B Common Stock the provisions set forth in this
Paragraph 3 and in Paragraph 4 below.
4. Conversion of Shares of Class B Common Stock
Into Shares of Class A Common Stock
(a) Conversion of All Class B Common Stock. At any time after the
initial issuance of shares of Class A Common Stock when the number of shares of
Class B Common Stock which are issued and outstanding falls below five percent
(5%) of the total number of shares of Class A Common Stock and Class B Common
Stock which are issued and outstanding, or the Board of Directors and the
holders of a majority of the outstanding shares of Class B Common Stock approve
the conversion of all of the Class B Common Stock into Class A Common Stock,
then, immediately upon the occurrence of either such event, each outstanding
share of Class B Common Stock shall be converted into a share of Class A Common
Stock. In the event of such a conversion, certificates formerly representing
outstanding shares of Class B Common Stock shall thereupon and thereafter be
deemed to represent the like number of shares of Class A Common Stock.
(b) Conversion upon Transfer. In the event a holder of shares of
Class B Common Stock sells, assigns, transfers, pledges or otherwise disposes of
such shares other than to a Permitted Transferee as provided in Paragraph 3
above, then such sale, assignment, transfer, pledge or other disposition shall
be deemed (i) an election by the holder thereof first to convert such shares of
Class B Common Stock into shares of Class A Common Stock on a share-for-share
basis, and (ii) a sale, assignment, transfer, pledge or other disposition of
such shares of Class A Common Stock. Such conversion shall be deemed effective
as of the time of such sale, assignment, transfer, pledge or other disposition.
Upon presentation to the Corporation's transfer agent of the certificate or
certificates representing such shares of Class B Common Stock, a certificate or
certificates representing an equal number of shares of Class A Common Stock
shall be issued in the name of the transferee or pledgee.
(c) Conversion at Option of Holder. Subject to the
<PAGE> 12
-12-
terms and conditions of this Paragraph 4(c), each share of Class B Common Stock
shall be convertible at any time or from time to time, at the option of the
holder thereof, at the office of any transfer agent for Class B Common Stock,
and at such other place or places, if any, as the Board of Directors may
designate, or, if the Board of Directors shall fail so to designate, at the
principal office of the Corporation (attention of the Secretary of the
Corporation), into one fully paid and nonassessable share of Class A Common
Stock. Upon conversion, the Corporation shall make no payment or adjustment on
account of dividends accrued or in arrears on Class B Common Stock surrendered
for conversion or on account of any dividends on the Class A Common Stock
issuable on such conversion. Before any holder of Class B Common Stock shall be
entitled to convert the same into Class A Common Stock, he shall surrender the
certificate or certificates for such Class B Common Stock at the office of said
transfer agent (or other place as provided above), which certificate or
certificates, if the Corporation shall so request, shall be duly endorsed to the
Corporation or in blank or accompanied by proper instruments of transfer to the
Corporation or in blank (such endorsements or instruments of transfer to be in
form satisfactory to the Corporation), and shall give written notice to the
Corporation at said office that he elects so to convert said Class B Common
Stock in accordance with the terms of this Paragraph 4(c), and shall state in
writing therein the name or names in which he wishes the certificate or
certificates for Class A Common Stock to be issued. Every such notice of
election to convert shall constitute a contract between the holder of such Class
B Common Stock and the Corporation, whereby the holder of such Class B Common
Stock shall be deemed to subscribe for the amount of Class A Common Stock which
he shall be entitled to receive upon such conversion, and, in satisfaction of
such subscription, to deposit the Class B Common Stock to be converted and to
release the Corporation from all liability under such Class B Common Stock
(other than with respect to any dividends declared by the Corporation but not
paid), and thereby the Corporation shall be deemed to agree that the surrender
of the certificate or certificates therefor and the extinguishment of liability
on such Class B Common Stock (other than with respect to any dividends declared
by the Corporation but not paid) shall constitute full payment of such
subscription for Class A Common Stock to be issued upon such conversion. The
Corporation will as soon as practicable after such deposit of a certificate or
certificates for Class B Common Stock, accompanied by the written notice and the
statement above prescribed, issue and deliver at the office of said transfer
agent (or other place as provided above) to the person for
<PAGE> 13
-13-
whose account such Class B Common Stock was so surrendered, or to his nominee or
nominees, a certificate or certificates for the number of full shares of Class A
Common Stock to which he shall be entitled as aforesaid. Subject to the
provisions of clause (ii) of Paragraph 4(d), such conversion shall be deemed to
have been made as of the date of such surrender of the Class B Common Stock to
be converted; and the person or persons entitled to receive the Class A Common
Stock issuable upon conversion of such Class B Common Stock shall be treated for
all purposes as the record holder or holders of such Class A Common Stock on
such date.
(d) General. (i) The issuance of certificates for shares of Class
A Common Stock upon conversion of shares of Class B Common Stock shall be made
without charge for any stamp or other similar tax in respect of such issuance.
However, if any such certificate is to be issued in a name other than that of
the holder of the share or shares of Class B Common Stock converted, the person
or persons requesting issuance thereof shall pay to the Corporation the amount
of any tax which may be payable in respect of any transfer involved in such
issuance or shall establish to the satisfaction of the Corporation that such tax
has been paid.
(ii) The Corporation shall not be required to convert Class B
Common Stock, and no surrender of Class B Common Stock shall be effective for
that purpose, while the stock transfer books of the Corporation are closed for
any purpose; but the surrender of Class B Common Stock for conversion during any
period while such books are so closed shall become effective for conversion
immediately upon the reopening of such books as if the conversion had been made
on the date such Class B Common Stock was surrendered.
(iii) The Corporation covenants that it will at all times reserve
and keep available, solely for the purpose of issuance upon conversion of the
outstanding shares of Class B Common Stock, such number of shares of Class A
Common Stock as shall be issuable upon the conversion of all such outstanding
shares, provided that nothing contained herein shall be construed to preclude
the Corporation from satisfying its obligations with respect to the conversion
of the outstanding shares of Class B Common Stock by delivery of shares of Class
A Common Stock which are held in the treasury of the Corporation. The
Corporation covenants that if any shares of Class A Common Stock required to be
reserved for purposes of conversion hereunder require registration with or
approval of any governmental authority under any federal or state law before
such shares of Class A Common Stock may be issued upon
<PAGE> 14
-14-
conversion, the Corporation will use reasonable efforts to cause such shares to
be duly registered or approved, as the case may be. The Corporation covenants
that all shares of Class A Common Stock which shall be issued upon conversion of
the shares of Class B Common Stock will, upon issue, be fully paid and
nonassessable and not subject to any preemptive rights.
(iv) The Corporation may, in connection with preparing a list of
stockholders entitled to vote at any meeting of stockholders, or as a condition
to the transfer or the registration of Class B Common Stock on the Corporation's
books, require the furnishing of such affidavits or other proof as it deems
necessary to establish that any person is the record owner of shares of Class B
Common Stock or is a Permitted Transferee, as the case may be.
5. Purchases.
Subject to any applicable provisions of this Article FOURTH and to any
limitations provided for in connection with any dividends or sinking fund for
any of the Preferred Stock, or any other terms thereof, the Corporation may at
any time or from time to time purchase or otherwise acquire shares of its Class
A Common Stock or Class B Common Stock in any manner now or hereafter permitted
by law, publicly or privately, or pursuant to any agreement.
6. Liquidation.
In the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets or winding-up of the Corporation, after distribution in
full of the preferential amounts, if any, to be distributed to the holders of
shares of any Preferred Stock, the holders of the Class A Common Stock shall be
entitled to share ratably with the holders of the Class B Common Stock as a
single class in all of the remaining assets of the Corporation of whatever kind
available for distribution to stockholders, that is, an equal amount of such
assets for each share of Class A Common Stock and Class B Common Stock. A
consolidation or merger of the Corporation with or into any other corporation or
corporations or a sale or other disposition of all or any part of the assets of
the Corporation (which shall not in fact result in a liquidation of the
Corporation and the distribution of assets to stockholders) shall not be deemed
to be a liquidation, dissolution or winding-up of the Corporation as those terms
<PAGE> 15
-15-
are used in this Paragraph 6.
7. Other Rights.
Except as otherwise required by the Delaware Corporation Law or as
otherwise provided in this Certificate of Incorporation, each share of Class A
Common Stock and each share of Class B Common Stock shall have identical powers,
preferences and rights.
Without limiting the foregoing, in the case of any distribution or
payment (other than as a dividend subject to Paragraph 1 or distribution upon
liquidation subject to Paragraph 6) on Class A Common Stock or Class B Common
Stock upon the consolidation or merger of the Corporation with or into any other
corporation or corporations or any other transaction having an effect on
stockholders substantially similar to that resulting from a consolidation or
merger, such distribution or payment shall be made ratably on a per share basis
among the holders of the Class A Common Stock and Class B Common Stock as a
single class.
8. Issuance of Additional Shares of Class B Common
Stock.
Following the initial issuance of shares of Class B Common Stock by the
Corporation, such shares shall be issued by the Corporation only (a) in payment
of a stock dividend on then outstanding shares of Class B Common Stock in
accordance with Paragraph 1; (b) in connection with a stock split,
reclassification or other subdivision of then outstanding shares of Class B
Common Stock in accordance with Paragraph 1; (c) upon exercise of options or
warrants which are outstanding immediately prior to the initial issuance by the
Corporation of shares of Class B Common Stock and which are, in connection with
the reclassification of the Prior Common Stock provided by this Article FOURTH,
converted into options to acquire or warrants exercisable for shares of Class B
Common Stock; and (d) from time to time pursuant to the Corporation's Long-Term
Performance-Based Incentive Plan adopted at the Corporation's 1997 annual
meeting of stockholders, as such plan may be amended from time to time in
accordance with its terms.
B. Preferred Stock
The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the Delaware Corporation Law,
to
<PAGE> 16
-16-
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the shares
of each such series and any qualifications, limitations or restrictions thereof.
The number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of shares of Class A Common Stock and Class B Common Stock
having the right to cast a majority of the votes at a meeting at which all
holders of Class A Common Stock and Class B Common Stock are represented without
a vote of the holders of the Preferred Stock or any series thereof, unless a
vote of any such holders is required pursuant to the certificate or certificates
establishing the series of Preferred Stock.
FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the By-laws of the Corporation.
SIXTH: Election of directors need not be by written ballot unless the
By-laws of the Corporation so provide.
SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
EIGHTH: No director shall be personally liable to the Corporation or
any stockholder for monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of such director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law is amended after approval by the stockholders of this
provision to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of directors of the
Corporation shall be eliminated or limited to the full extent permitted by the
Delaware General Corporation Law, as so amended.
The Corporation shall indemnify to the full extent permitted by the
laws of the State of Delaware as from time to
<PAGE> 17
-17-
time in effect any person who was or is a party or is threatened to be made a
party to, or otherwise requires representation by counsel in connection with,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (whether or not an action by or in the
right of the Corporation), by reason of the fact that he is or was a director or
officer of the Corporation, or, while serving as a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity. The right to indemnification conferred by this
Article EIGHTH shall also include the right of such persons to be paid in
advance by the Corporation for their expenses to the full extent permitted by
the laws of the State of Delaware as from time to time in effect. The right to
indemnification conferred on such persons by this Article EIGHTH shall be a
contract right.
Unless otherwise determined by the Board of Directors of the
Corporation, the Corporation shall indemnify to the full extent permitted by the
laws of the State of Delaware as from time to time in effect any person who was
or is a party or is threatened to be made a party to, or otherwise requires
representation by counsel in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not an action by or in the right of the Corporation),
by reason of the fact that he is or was an employee (other than an officer) or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity.
The rights and authority conferred in this Article EIGHTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of this Certificate of Incorporation or the By-laws
of the Corporation, agreement, vote of stockholders or disinterested directors
or otherwise.
Neither the amendment nor repeal of this Article EIGHTH, nor the
adoption of any provision of the Certificate of Incorporation or By-laws or of
any statute inconsistent with this Article EIGHTH, shall eliminate or reduce the
effect of this Article EIGHTH in respect of any acts or omissions occurring
prior to such amendment, repeal or adoption of an
<PAGE> 18
-18-
inconsistent provision.
NINTH: Except as otherwise provided with respect to the
holders of any one or more series of Preferred Stock:
(a) Special meetings of stockholders for any purpose or purposes shall
be called solely by resolution of the Board of Directors, acting by not less
than a majority of the entire Board, and the power of stockholders to call a
meeting is specifically denied; no business shall be transacted and no corporate
action shall be taken at a special meeting of stockholders other than that
stated in the notice of such meeting; and
(b) Effective upon the registration of any class of the Corporation's
equity securities under section 12 of the Securities Exchange Act of 1934, as
amended, no action required to be taken or which may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting except upon the unanimous written consent of all stockholders entitled
to vote thereon.
TENTH: This Restated Certificate of Incorporation is effective at the
close of business on the date that it is filed with the Secretary of State of
the State of Delaware.
<PAGE> 1
EXHIBIT 11
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE RESULTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June, 30,
---------------------- ---------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Computation for consolidated statements of income:
Income from continuing operations ........................ $ 16,017 $ 13,333 $ 36,315 $ 23,579
Discontinued operations, net of income tax benefit:
Loss from operations .................................. -- (394) -- (765)
Loss on disposal ...................................... -- (5,836) -- (5,836)
-------- -------- -------- --------
Net income ............................................... $ 16,017 $ 7,103 $ 36,315 $ 16,978
======== ======== ======== ========
Weighted average number of common shares outstanding ..... 18,526 18,238 18,516 16,896
Add common equivalent shares (determined using the
"treasury stock" method) representing shares issuable
upon exercise of stock options and deferred shares .... 1,507 1,751 1,504 1,303
-------- -------- -------- --------
Weighted average number of common shares used in
computation of results per share of common stock ...... 20,033 19,989 20,020 18,199
======== ======== ======== ========
Results per share of common stock:
Income from continuing operations ..................... $ 0.80 $ 0.67 $ 1.81 $ 1.29
Discontinued operations, net of income tax benefit:
Loss from operations ............................... -- (0.02) -- (0.04)
Loss on disposal ................................... -- (0.29) -- (0.32)
-------- -------- -------- --------
Net income ............................................ $ 0.80 $ 0.36 $ 1.81 $ 0.93
======== ======== ======== ========
Assuming full dilution:
Weighted average common shares outstanding ............... 20,033 19,989 20,020 18,199
Incremental common shares applicable to stock options
based on the more dilutive of the common stock ending
or average (during the period) market value per share . 19 1 12 1
-------- -------- -------- --------
Weighted average common shares, assuming full dilution ... 20,052 19,990 20,032 18,200
======== ======== ======== ========
Results per share of common stock, assuming full dilution:
Income from continuing operations ..................... $ 0.80 $ 0.67 $ 1.81 $ 1.29
Discontinued operations, net of income tax benefit:
Loss from operations ............................... -- (0.02) -- (0.04)
Loss on disposal ................................... -- (0.29) -- (0.32)
-------- -------- -------- --------
Net income ............................................ $ 0.80 $ 0.36 $ 1.81 $ 0.93
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1997 (UNAUDITED) AND THE CONSOLIDATED
STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED) AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<DEBT-HELD-FOR-SALE> 1,911,042
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 2,278,816
<CASH> 121,074
<RECOVER-REINSURE> 223,693
<DEFERRED-ACQUISITION> 94,166
<TOTAL-ASSETS> 2,943,396
<POLICY-LOSSES> 962,728
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 721,867
<NOTES-PAYABLE> 178,889
100,000<F1>
0
<COMMON> 185
<OTHER-SE> 404,946
<TOTAL-LIABILITY-AND-EQUITY> 2,943,396
177,810
<INVESTMENT-INCOME> 84,520
<INVESTMENT-GAINS> 4,363
<OTHER-INCOME> 0
<BENEFITS> 147,469
<UNDERWRITING-AMORTIZATION> 14,380
<UNDERWRITING-OTHER> 48,009
<INCOME-PRETAX> 56,835
<INCOME-TAX> 18,890
<INCOME-CONTINUING> 36,315
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,315
<EPS-PRIMARY> 1.81<F2>
<EPS-DILUTED> 1.81<F2>
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
<FN>
<F1>Represents Company-obligated mandatorily redeemable Capital Securities of
Delphi Funding L.L.C. holding solely junior subordinated deferrable interest
debentures of the Company.
<F2>The Company's Board of Directors declared a 2% stock dividend on May 13, 1997,
which was distributed to stockholders on June 10, 1997. Financial Data
Schedules for prior periods have not been restated to reflect the stock
dividend.
</FN>
</TABLE>
