-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GOY1Tmmf9Bxczdq3Yud6ZVYGBp97R9LivXnKV1iBY3PBw7pRy6Wb10RoiGiFjPPf EiKRMezwumBWsdZWsmOOsg== /in/edgar/work/20000814/0000893220-00-000971/0000893220-00-000971.txt : 20000921 0000893220-00-000971.hdr.sgml : 20000921 ACCESSION NUMBER: 0000893220-00-000971 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELPHI INTERNATIONAL LTD CENTRAL INDEX KEY: 0001045275 STANDARD INDUSTRIAL CLASSIFICATION: [6311 ] IRS NUMBER: 980206924 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-23297 FILM NUMBER: 698224 BUSINESS ADDRESS: STREET 1: CHEVRON HOUSE STREET 2: 11 CHURCH STREET CITY: HAMILTON BERMUDA BUSINESS PHONE: 4412953688 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 11 CHURCH STREET CITY: HAMILTON BERMUDA 10-Q 1 e10-q.txt 10-Q FOR DELPHI INTERNATIONAL FOR 06/30/2000 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________ to ________ Commission File Number 333-34829 DELPHI INTERNATIONAL LTD. (Exact name of registrant as specified in its charter) Bermuda (441) 295-3688 N/A (State or other Jurisdiction of (Registrant's telephone number, (I.R.S. Employer Identification incorporation or organization) including area code) Number)
Chevron House, 11 Church Street, Hamilton, Bermuda HM 11 (Address of principal executive offices) (Zip Code)
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to filing requirements for the past 90 days: Yes X No As of August 10, 2000, the Registrant had 4,079,014 Common Shares outstanding. 1 2 DELPHI INTERNATIONAL LTD. FORM 10-Q INDEX
PART I. FINANCIAL INFORMATION Page Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the Three and Six Months Ended June 30, 2000 and 1999 3 Consolidated Balance Sheets at June 30, 2000 and December 31, 1999 4 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 and 1999 5 Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION 11
2 3 PART I. FINANCIAL INFORMATION DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED: IN US DOLLARS)
Three Months Ended Six Months Ended June 30, June 30, -------------------------------- -------------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ REVENUES: Premiums written $- $- $- $- Premiums ceded -- -- -- -- ------------ ------------ ------------ ------------ Premiums earned -- -- -- -- Underwriting fees 621 7,168 7,789 15,596 Net investment income 2,050,973 9,390,576 8,720,639 12,725,187 ------------ ------------ ------------ ------------ Total revenues 2,051,594 9,397,744 8,728,428 12,740,783 ------------ ------------ ------------ ------------ LOSSES AND EXPENSES: Losses and loss expenses incurred 536,248 1,627,082 1,718,872 2,853,519 Underwriting and acquisition expenses 790,223 4,577,733 1,602,039 4,653,926 Interest expense 766,078 703,442 1,547,511 1,392,164 General and administrative expenses 563,360 507,656 1,146,225 1,023,918 ------------ ------------ ------------ ------------ Total losses and expenses 2,655,909 7,415,913 6,014,647 9,923,527 ------------ ------------ ------------ ------------ Net (loss) income (604,315) 1,981,831 2,713,781 2,817,256 Dividends on Preferred Shares (280,250) (237,500) (517,750) (475,000) ------------ ------------ ------------ ------------ Net (loss) income attributable to Common Shares $(884,565) $1,744,331 $2,196,031 $2,342,256 ------------ ------------ ------------ ------------ Basic and diluted net (loss) income per Common Share $(0.22) $0.43 $0.54 $0.57 Comprehensive (loss) income: Net (loss) income $(604,315) $1,981,831 $2,713,781 $2,817,256 Other comprehensive income (loss): Change in unrealized losses on fixed maturity securities, net of reclassification adjustments 33,822 (891,763) 98,275 (1,380,359) ------------ ------------ ------------ ------------ Comprehensive (loss) income $(570,493) $1,090,068 $2,812,056 $1,436,897 ============ ============ ============ ============
See notes to consolidated financial statements 3 4 DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED: IN U.S. DOLLARS)
JUNE 30, DECEMBER 31, 2000 1999 ------------- ------------- Assets: Investments: Fixed maturity securities, available for sale $ 91,354,198 $ 84,226,329 Balances with independent investment managers 23,509,523 27,389,096 Equity securities 7,515,900 7,515,900 ------------- ------------- 122,379,621 119,131,325 Cash and cash equivalents 15,670,452 22,514,299 Funds withheld by ceding reinsurer 13,104,951 13,735,735 Receivable from independent investment managers -- 2,536,997 Deferred acquisition costs 912,600 1,087,506 Accrued income 5,940,564 5,599,079 Other assets 138,882 85,307 Assets held for participating shareholder: Cash and cash equivalents 137,370 125,306 Fixed maturity securities 1,574,106 1,509,842 Other assets 30,000 51,571 ------------- ------------- Total assets $ 159,888,546 $ 166,376,967 ============= ============= Liabilities: Reserves for losses and loss expenses $ 105,368,935 $ 112,528,589 Subordinated notes 34,234,983 32,760,750 Other liabilities 4,017,517 7,687,330 Liabilities relating to participating shareholder: Reserves for losses and loss expenses 1,632,616 1,618,509 Other liabilities 37,879 30,089 ------------- ------------- Total liabilities 145,291,930 154,625,267 ------------- ------------- Participating Preferred Shareholder's equity: Participating Preferred Shares, $0.01 par value; 1,000 shares authorized, issued and outstanding 10 10 Additional paid-in capital 990 990 Retained earnings 70,981 38,121 ------------- ------------- 71,981 39,121 ------------- ------------- Shareholders' equity: Preferred Shares, $0.01 par value; 5,000,000 shares authorized, 100,000 shares issued and outstanding 1,000 1,000 Common Shares, $0.01 par value; 10,000,000 shares authorized, 4,079,014 shares issued and outstanding 40,790 40,790 Additional paid-in capital 30,863,157 30,863,157 Appropriation for dividend on Preferred Shares 1,467,750 950,000 Accumulated other comprehensive loss (1,448,703) (1,546,978) Retained deficit (16,399,359) (18,595,390) ------------- ------------- Total shareholders' equity 14,524,635 11,712,579 ------------- ------------- Total liabilities and shareholders' equity $ 159,888,546 $ 166,376,967 ============= =============
See notes to consolidated financial statements 4 5 DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED: IN US DOLLARS)
SIX MONTHS ENDED JUNE 30, -------------------------------- 2000 1999 ------------ ------------- Net cash flows from operating activities: Net income $ 2,713,781 $ 2,817,256 Adjustments to reconcile net income to net cash (used) provided by operating activities: Interest on subordinated notes 1,474,233 1,350,000 Investment income related to balances with independent investment managers (2,053,683) (11,341,748) Amortization on fixed maturity securities (64,812) (44,691) Changes in assets and liabilities: Funds withheld by ceding reinsurer 630,784 1,649,214 Deferred acquisition costs 174,906 30,209 Accrued income (5,626,913) (10,488) Other assets (53,575) (100,176) Reserves for losses and loss expenses (7,159,654) (9,452,799) Receivable from independent investment managers 2,536,997 26,821,178 Other liabilities (3,669,811) 2,007,536 ------------ ------------ Net cash (used) provided by operating activities (11,097,747) 13,725,491 ------------ ------------ Cash flows from investing activities: Proceeds from sales of fixed maturity securities 319,395 197,064 Withdrawals from balances with independent investment managers 11,508,255 5,498,219 Purchases of investments with independent investment managers (5,575,000) (20,820,000) Purchases of fixed maturity securities (1,998,750) (2,519,863) ------------ ------------ Net cash provided (used) by investing activities 4,253,900 (17,644,580) ------------ ------------ Decrease in cash and cash equivalents (6,843,847) (3,919,089) Cash and cash equivalents at beginning of period 22,514,299 26,152,550 ------------ ------------ Cash and cash equivalents at the end of period $ 15,670,452 $ 22,233,461 ============ ============
See notes to consolidated financial statements 5 6 DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - SIGNIFICANT ACCOUNTING POLICIES The financial statements included herein were prepared in conformity with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Such principles were applied on a basis consistent with those reflected in the Company's report on Form 10-K for the year ended December 31, 1999. The information furnished includes all adjustments and accruals of a normal recurring nature which are, in the opinion of management, necessary for a fair presentation of results for the interim periods. Operating results for the six months ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. Certain reclassifications have been made in the 1999 financial statements to conform to the 2000 presentation. For further information refer to the consolidated financial statements and footnotes thereto included in the Company's report on Form 10-K for the year ended December 31, 1999. Capitalized terms used herein without definition have the meanings ascribed to them in the Company's report on Form 10-K for the year ended December 31, 1999. NOTE B - INVESTMENTS At June 30, 2000, the Company had fixed maturity securities available for sale with a carrying value of $91.4 million and an amortized cost of $92.8 million and balances with independent investment managers with a carrying value and a fair value of $23.5 million. At December 31, 1999, the Company had fixed maturity securities available for sale with a carrying value of $84.2 million and an amortized cost of $85.8 million and balances with independent investment managers with a carrying value and a fair value of $27.4 million. During the six months ended June 30, 2000, the Company elected to receive the $5.3 million dividend due on the preferred securities of the LLC in the form of additional preferred securities of the LLC in lieu of cash. The amounts invested with independent investment managers are, with certain limited exceptions, withdrawable at least annually, subject to applicable notice requirements. NOTE C - CAPITAL SECURITIES AND LOAN FINANCING Pursuant to the terms of the Subordinated Notes, interest due on such notes of $1.5 million and $1.4 million for the six months ended June 30, 2000 and 1999, respectively, has been paid by the issuance of additional Subordinated Notes. The Company's Series A Preferred Shares (the "Preferred Shares") are entitled to receive, when and as declared by the Board of Directors out of funds legally available therefor, a cumulative dividend of 9.5% per annum on the shares' issue price. The dividend is payable in cash or in additional Preferred Shares or a combination thereof. A provision for the cumulative dividend at June 30, 2000 has been recorded as an appropriation of retained deficit. In accordance with a resolution passed at the Company's annual general meeting held on May 8, 2000, $20.9 million has been transferred from the Company's share premium account to the Company's contributed surplus account, which account, under the Bermuda Companies Act, 1981 (the "Act"), is available for the payment of dividends or other distributions to shareholders, subject to compliance with the solvency requirements of the Act. The amount available for distribution due to the increase in the contributed surplus account is included in additional paid-in capital on the Company's balance sheet. The cumulative dividend on the Preferred Shares outstanding at December 31, 1999 was declared on July 24, 2000, payable by the issuance of 9,000 additional Preferred Shares, which are redeemable at $100 per share, and the distribution of $50,000 in cash. 6 7 DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) NOTE D - COMPUTATION OF NET (LOSS) INCOME PER COMMON SHARE Net (loss) income per Common Share is computed by dividing net (loss) income attributable to Common Shares by the weighted average number of Common Shares outstanding for the period:
Three Months Ended Six Months Ended June 30, June 30, ------------------ ---------------- 2000 1999 2000 1999 ---- ---- ---- ---- Numerator: Net (loss) income $ (604,315) $ 1,981,831 $ 2,713,781 $ 2,817,256 Dividends on Preferred Shares (280,250) (237,500) (517,750) (475,000) ----------- ----------- ----------- ----------- Net (loss) income attributable to common shareholders $ (884,565) $ 1,744,331 $ 2,196,031 $ 2,342,256 =========== =========== =========== =========== Denominator: Weighted average common shares outstanding 4,079,014 4,079,014 4,079,014 4,079,014 Effect of dilutive securities -- 2,505 -- 1,252 ----------- ----------- ----------- ----------- Weighted average common shares outstanding, assuming dilution 4,079,014 4,081,519 4,079,014 4,080,266 =========== =========== =========== ===========
7 8 DELPHI INTERNATIONAL LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The following is an analysis of the results of operations and financial condition of Delphi International Ltd. (the "Company" which term includes the Company and its consolidated subsidiaries unless the context indicates otherwise). This analysis should be read in conjunction with the Consolidated Financial Statements and related notes included in this document, as well as the Company's report on Form 10-K for the year ended December 31, 1999. Capitalized terms used herein without definition have the meanings ascribed to them in the Company's report on Form 10-K for the year ended December 31, 1999. Results of Operations Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999 Underwriting Income. The Company did not earn any premium income from reinsurance contracts during the six months ended June 30, 2000 and 1999. Due to excess capacity in the global reinsurance markets and the resulting lack of attractively priced reinsurance programs, the Company did not take on any new reinsurance business during either period. Investment Income. Investment income for the six months ended June 30, 2000 was $8.7 million as compared with investment income for the six months ended June 30, 1999 of $12.7 million. Investment results during these periods are primarily derived from preferred dividends from the LLC, the assets of which are invested with independent investment managers, and from investment vehicles of independent investment managers, which are accounted for under the equity method, with earnings and losses included in net investment income. Investment income for the six months ended June 30, 1999 primarily resulted from the recovery in numerous sectors of global financial markets in the period, which impacted positively upon the performance of the investment portfolios of the independent investment managers. Underwriting and Other Expenses. Losses and loss expenses for the six months ended June 30, 2000 were $1.7 million as compared to $2.9 million for the six months ended June 30, 1999. Losses and loss expenses primarily reflect the increase in discounted values of existing reserves, which accrete over time. Losses and loss expenses for the first half of 2000 have been reduced by a $0.5 million gain realized on the recapture by RSL of approximately 29% of the existing group long term disability liabilities ceded to Oracle Re under its quota share reinsurance agreement with RSL. Underwriting and acquisition expenses totalled $1.6 million for the six months ended June 30, 2000 as compared to $4.7 million in the six months ended June 30, 1999. Underwriting and acquisition expenses in the first half of 2000 reflect $1.5 million of profit sharing commissions incurred during the first six months of the year under the Safety National and RSL reinsurance agreements while underwriting and acquisition expenses in the 1999 period reflect $4.5 million of profit sharing commissions payable under the Safety National and RSL reinsurance agreements for the period from inception through June 30, 1999. Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999 Underwriting Income. The Company did not earn any premium income from reinsurance contracts during the three months ended June 30, 2000 and 1999. Due to excess capacity in the global reinsurance markets and the resulting lack of attractively priced reinsurance programs, the Company did not take on any new reinsurance business during either period. 8 9 DELPHI INTERNATIONAL LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Investment Income. Investment income for the second quarter of 2000 was $2.1 million as compared with investment income of $9.4 million in the second quarter of 1999. Investment results during these periods are primarily derived from preferred dividends from the LLC, the assets of which are invested with independent investment managers, and from investment vehicles of independent investment managers, which are accounted for under the equity method, with earnings and losses included in net investment income. Investment income for the second quarter of 1999 reflects strong investment results primarily as a result of the recovery in numerous sectors of the global financial markets during this period, which impacted positively upon the performance of the investment portfolios of the independent investment managers. Underwriting and Other Expenses. Losses and loss expenses of $0.5 million in the second quarter of 2000 and $1.6 million in the second quarter of 1999 primarily reflect the accretion of the discounted values of existing reserves. Losses and loss expenses for the second quarter of 2000 have been reduced by a $0.5 million gain realized on the recapture by RSL of approximately 29% of the existing group long term disability liabilities ceded to Oracle Re under its quota share reinsurance agreement with RSL. Underwriting and acquisition expenses totaled $0.8 million in the second quarter of 2000 as compared to $4.6 million in the second quarter of 1999. Underwriting and acquisition expenses in the second quarter of 2000 reflect $0.7 million of profit sharing commissions payable under the Safety National and RSL reinsurance agreements for the quarter. Underwriting and acquisition expenses in the second quarter of 1999 reflect $4.5 million of profit sharing commissions payable under the reinsurance agreements with Safety National and RSL for the period from inception through June 30, 1999. LIQUIDITY AND CAPITAL RESOURCES The Company's current liquidity needs at the holding company level include funding operating expenses and interest payments on the Subordinated Notes. At the Company's option, the Company may pay interest on the Subordinated Notes in additional Subordinated Notes in lieu of cash payments during any five-year period. During the six-month period to June 30, 2000, $1.5 million of interest due on the Subordinated Notes was paid by the issuance of additional Subordinated Notes with an aggregate principal amount of $1.5 million. As of June 30, 2000, the Company had $14.3 million in financial assets at the holding company level. The Company's other source of liquidity at the holding company level consists of dividends from Oracle Re. Dividend payments by the Company's insurance subsidiary to the Company are subject to certain Bermuda regulatory restrictions as well as contractual restrictions. Under the LOC Agreement, dividends by Oracle Re in any fiscal year may generally not exceed the greater of (a) 50% of Oracle Re's statutory net income for the preceding fiscal year and (b) the lesser of (i) $3,000,000 and (ii) Oracle Re's statutory net income for the preceding fiscal year. The principal liquidity requirement of the Company's insurance subsidiary, Oracle Re, in addition to funding operating expenses, is the fulfilment of the obligations under its reinsurance agreements. The primary source of funding for these obligations, in addition to operating earnings, is the net cash flow from the investments included in Oracle Re's investment portfolio. Each of the Company's reinsurance agreements involved a one-time payment to Oracle Re at inception and does not provide for ongoing reinsurance premiums. In the second quarter of 2000, Oracle Re and RSL effected the recapture of approximately 29% of the existing group long term disability liabilities ceded to Oracle Re under its quota share reinsurance agreement with RSL. In connection with such recapture, $4.3 million in cash was transferred to RSL. 9 10 DELPHI INTERNATIONAL LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In addition to Oracle Re's current liquidity requirements, Oracle Re is required to provide collateral security with respect to letters of credit outstanding under the LOC Agreement and otherwise. Under the LOC Agreement, the collateral maintenance requirement is equal to up to 145% of the amount of the outstanding letters of credit. In the event that sufficient collateral cannot be maintained relative to these requirements, Oracle Re may be required to negotiate with its reinsureds to reduce the size of the reinsurance transactions, thereby decreasing the amounts of letters of credit and related collateral requirements under the LOC Agreement. Moreover, if Oracle Re were unable to furnish sufficient collateral or otherwise were to fail to satisfy any covenant or requirement under the LOC Agreement, it may be required to liquidate all or a substantial portion of its investment portfolio or otherwise secure its obligations under its reinsurance agreements, which would likely have a material adverse effect on the business and operations of the Company. The Company believes that the sources of funding available at the holding company and insurance subsidiary levels, respectively, will be adequate to satisfy on both a short-term and long-term basis the companies' applicable liquidity requirements. MARKET RISK There have been no material changes in the Company's exposure to market risk or its management of such risk since December 31, 1999. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS In connection with and because it desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions its readers regarding certain forward-looking statements in the foregoing discussions and elsewhere in this Form 10-Q and in any other statement made by, or on behalf of, the Company, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Some forward-looking statements may be identified by the use of terms such as "expects," "believes," "anticipates," "intends," or "judgment." Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. Examples of such uncertainties and contingencies include changes in global economic and financial conditions and markets, the Company's investment strategy and implementation thereof, the performance of the Company's investment portfolio, competitive conditions in the global reinsurance markets, the ability of the Company to generate new business opportunities and submissions and changes in insurance or other laws and regulations or governmental interpretations thereof. These uncertainties can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. The Company disclaims any obligation to update forward-looking information. 10 11 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Company held its Annual General Meeting of Shareholders on May 8, 2000. Four directors were elected at the meeting for a term of three years. The voting results for all matters at the meeting were as follows: 1) Election of Directors:
VOTES --------------------- Withhold For Authority --- --------- Harold F. Ilg................................ 2,335,926 2,500 Lewis S. Ranieri............................. 2,335,916 2,510 Thomas L. Rhodes............................. 2,335,916 2,510 Robert M. Smith, Jr. ........................ 2,335,926 2,500
2) With regard to the adoption of the consolidated financial statements of the Company for the year ended December 31, 1999, this proposal received 2,335,926 votes for approval and 2,500 votes abstaining. 3) With regard to the appointment of Ernst & Young as the Company's independent auditors for the fiscal year ending December 31, 2000, this proposal received 2,319,482 votes for approval 16,444 votes against approval and 2,500 votes abstaining. 4) With regard to proposals to be considered by the Company, as the holder of all outstanding voting common shares of Oracle Reinsurance Company Ltd. and O.R. Investments Ltd., at the Annual General Meetings of Oracle Reinsurance Company Ltd. and O.R. Investments Ltd., this proposal received 1,744,584 votes for approval 18,814 votes against approval and 3,282 votes abstaining. 5) With regard to the proposal that the share premium account in the amount of $20,864,157 relating to the common shares of the Company be reduced and the credit arising therefore be transferred to the Company's contributed surplus account, this proposal received 1,755,368 votes for approval, 8,156 votes against approval and 3,156 votes abstaining. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 11- Computation of Earnings Per Common Share (incorporated herein by reference to Note D to the Consolidated Financial Statements included elsewhere herein) 27- Financial Data Schedule (b) Reports on Form 8-K None 11 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DELPHI INTERNATIONAL LTD. (Registrant) /s/ COLIN O'CONNOR ------------------ Colin O'Connor President and Chief Executive Officer (Principal Executive Officer) /s/ DAVID EZEKIEL ------------------ David Ezekiel Vice President and Director (Principal Accounting and Financial Officer) Date: August 10, 2000
12 EX-27 2 ex27.txt FDS
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2000 (UNAUDITED) AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE PERIOD TO JUNE 30, 2000 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 91,354,198 0 0 7,515,900 0 0 122,379,621 15,670,452 13,104,951 912,600 159,888,546 105,368,935 0 0 0 34,234,983 0 1,000 40,790 14,482,845 159,888,546 0 8,720,639 0 7,789 1,718,872 0 1,602,039 2,713,781 0 2,713,781 0 0 0 2,713,781 0.54 0.54 0 0 0 0 0 0 0
-----END PRIVACY-ENHANCED MESSAGE-----