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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 2005
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DELPHI FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-11462 13-3427277
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, DE 19899
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code 302-478-5142
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Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Contract
On December 28, 2005, the Stock Option and Compensation Committee (the
"Committee") of the Board of Directors of Delphi Financial Group, Inc. (the
"Company") granted performance-contingent incentive options to purchase 50,000
shares of the Company's Class A Common Stock (the "Stock") to each of Lawrence
E. Daurelle, President and Chief Executive Officer of the Company's subsidiary,
Reliance Standard Life Insurance Company ("RSL"), and the other six members of
executive management of RSL, pursuant to the Company's 2003 Employee Long-Term
Incentive and Share Award Plan (the "Plan"). Such options have a ten-year term
and an exercise price equal to the fair market value of a share of the Stock at
the date of grant. The options will become exercisable if the aggregate
consolidated Pre-Tax Operating Income of Reliance Standard Life Insurance
Company of Texas, RSL's intermediate parent company, as defined and computed
under the related option agreements ("RSLT PTOI"), for the five-year performance
period consisting of fiscal years 2004 through 2008 is at least $646.2 million;
otherwise, a reduced number of such options will become exercisable to the
extent that the aggregate RSLT PTOI for such period exceeds $559.9 million,
determined by interpolating between zero and 50,000 according to where the RSLT
PTOI amount falls in the range between $559.9 million and $646.2 million.
Also on December 28, 2005, the Committee approved the amendment of the
respective performance-contingent incentive options to purchase 225,000 shares
of the Stock previously granted to each of Harold F. Ilg, Chairman of the
Company's subsidiary, Safety National Casualty Corporation ("SNCC"), and the
other four members of executive management of SNCC pursuant to the Plan.
Pursuant to such amendment, such options (minus, in all events, the number of
such options that become exercisable pursuant to their existing terms for the
three-year performance period consisting of fiscal years 2003 through 2005) will
become exercisable if the aggregate consolidated Pre-Tax Operating Income of SIG
Holdings, Inc., SNCC's intermediate parent company, as defined and computed
under the related option agreements ("SIG PTOI"), for the five-year performance
period consisting of fiscal years 2003 through 2007 is at least $417.2 million;
otherwise, a reduced number of such options will become exercisable to the
extent that the aggregate SIG PTOI for such period exceeds $370.4 million,
determined by interpolating between zero and 225,000 according to where the SIG
PTOI amount falls in the range between $370.4 million and $417.2 million.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DELPHI FINANCIAL GROUP, INC.
/s/ ROBERT ROSENKRANZ
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Robert Rosenkranz
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
Date: January 4, 2006