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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): August 4, 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
Effective August 4, 2005, the Compensation Committee of the Board of Directors
of the Registrant's subsidiary, Reliance Standard Life Insurance Company
("RSL"), approved an amendment to the RSL 2005 management incentive compensation
program, under which the cash bonus that Lawrence E. Daurelle, President and
Chief Executive Officer of RSL, has the opportunity to earn was increased from
85% to 110% of his base salary. Such cash bonus is subject to the attainment by
RSL of the specified operating income goal for the 2005 fiscal year and, if
earned, is subject to a potential discretionary increase or reduction by 10%. If
such goal is not attained, Mr. Daurelle, along with the other management
participants, would be eligible to receive a cash bonus solely on a
discretionary basis.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On August 4, 2005, Steven A. Hirsh, James M. Litvack and Robert F. Wright were
elected to the Board of Directors (the "Board") of the Registrant for terms
expiring at the Registrant's 2006 Annual Meeting of Stockholders. Messrs. Hirsh
and Litvack have been appointed to serve as members of the Audit Committee of
the Board, and Mr. Wright has been appointed to serve as a member of the Stock
Option and Compensation Committee of the Board.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective August 4, 2005, the Registrant's Board of Directors amended Article
III, Section 1 of the Amended and Restated By-Laws of Delphi Financial Group,
Inc. to increase the maximum number of directors of the Registrant from nine to
fourteen and to increase the minimum number of directors of the Registrant from
two to five. Such amendment is included as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit Number Description of Exhibits
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3.1 Amendment to the Amended and Restated By-Laws of Delphi
Financial Group, Inc. dated August 4, 2005
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: August 10, 2005