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 17, 2008
DELPHI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-11462
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13-3427277 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, DE
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19899 |
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| (Address of principal executive offices)
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(ZIP Code) |
Registrant’s telephone number, including area code 302-478-5142
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) On December 18, 2008, the Registrant’s subsidiary,
Delphi Capital Management, Inc., adopted
an amendment and restatement of its Pension Plan for Robert Rosenkranz (the “DCM Pension
Plan”). The amendments effected thereby consist primarily of changes intended to effect compliance
with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations
thereunder (“Section 409A”); in particular, the inclusion of a six-month deferral period for the commencement of payments
under such plan where required under Section 409A. The DCM Pension Plan, as so amended and restated, is
attached hereto as Exhibit 10.1
and is incorporated herein by reference.
On December 19, 2008, the Registrant’s subsidiary, Reliance Standard Life Insurance Company
(“RSLIC”), adopted an amendment and restatement of its Nonqualified Deferred Compensation Plan (the
“NQDC”), which will become effective on January 1, 2009. The amendments effected thereby consist of
various technical changes and the addition of a provision permitting plan participants to make a
one-time election as to the time and form of payment of the distribution of their account balances
pursuant to the transition relief rules under Section 409A. The
NQDC, as so amended and restated, is attached hereto as Exhibit 10.2 and is
incorporated herein by reference.
On December 22, 2008, amendments were effected to the terms of the deferred
share and restricted share units of the Registrant’s common stock granted under the Registrant’s Second
Amended and Restated Long-Term Performance-Based Incentive Plan to Robert Rosenkranz, the Registrant’s Chairman and
Executive Officer, and under the Registrant’s 2003
Employee Long-Term Incentive and Share Award Plan (the “2003 Plan”) to Donald A.
Sherman, the Registrant’s President and Chief Operating Officer. The
amendments consist of changes intended to effect compliance with Section
409A; in particular, the inclusion of six-month deferral periods for the
delivery of shares to such officers following certain events of employment
termination. The agreements relating to such amendments are attached to this
Form 8-K as Exhibits 10.3 and 10.4 and are incorporated herein by reference.
Item 8.01. Other Events
On December 18, 2008, amendments to
the performance-contingent incentive options to purchase 225,000 shares of
the Registrant’s Class A Common Stock previously granted to the
four members of executive management of the Registrant’s subsidiary, Safety
National Casualty Corporation (“SNCC”), as well as the similar options to
purchase 60,000 shares of the Stock previously granted to five other members
of SNCC's management, pursuant to the 2003 Plan were approved by the Compensation Committee. Such amendments modified the
specified levels of consolidated pre-tax operating income of SIG Holdings,
Inc., SNCC’s intermediate parent company, as computed under the option
agreements, which would result in such options becoming
exercisable, in whole or in part, to the extent that such levels are achieved for the 2008-2010 and 2008-2012 performance
periods. The general form of the amendment agreement for the executive
management optionees is attached to this Form 8-K as Exhibit 10.5 and is
incorporated herein by reference.