FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------------------------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DELPHI FINANCIAL GROUP, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3427277
--------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, Delaware 19899
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
8% Senior Notes due 2033 New York Stock Exchange
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant
to Section 12(d) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-86666
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a full description of Delphi Financial Group, Inc.'s 8.00% Senior Notes
due 2033 (the "Notes") being registered hereby, reference is made to the
information set forth under the caption "Description of Debt Securities" in the
prospectus (the "Prospectus") that forms part of the Registrant's Registration
Statement on Form S-3 (Registration No. 333-86666) (including any amendment
thereto, the "Registration Statement") filed by Delphi Financial Group, Inc. and
Delphi Finance Trust I with the Securities and Exchange Commission on April 19,
2002 under the Securities Act of 1933, as amended. The information contained in
the Registration Statement and the Prospectus is incorporated herein by
reference. A preliminary prospectus supplement and a final prospectus supplement
which further describes the terms of the Notes were filed pursuant to Rule
424(b)(3) and Rule 424(b)(5), respectively, under the Securities Act of 1933, as
amended, and the information contained under the captions "Description of the
Notes" therein shall be deemed to be incorporated by reference into this
registration statement on Form 8-A.
ITEM 2. EXHIBITS
1. Indenture between Delphi Financial Group, Inc. and Wilmington Trust
Company, as Trustee (incorporated by reference to Exhibit 4(a) to Delphi
Financial Group Inc.'s Current Report on Form 8-K filed on May 20, 2003);
2. First Supplemental Indenture between Delphi Financial Group, Inc. and
Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit
4(b) to Delphi Financial Group Inc.'s Current Report on Form 8-K filed on
May 20, 2003).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
DELPHI FINANCIAL GROUP, INC.
By: /s/ Chad W. Coulter
---------------------------------
Name: Chad W. Coulter
Title: Vice President and General Counsel
Dated: May 20, 2003