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
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Date of Report (Date of earliest event reported): |
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November 7, 2007 |
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DELPHI FINANCIAL GROUP, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware
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001-114621
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3-3427277 |
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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) |
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Registrant’s telephone number, including area code |
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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:
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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 1.01. Entry into a Material Definitive Agreement
On November 8, 2007, Delphi Financial Group, Inc. (the “Company”) entered into a
Supplement to Credit Agreement (the “Supplement”) among the Company, Bank of
America, N.A. as administrative agent, and the various financial institutions party
to the Amended and Restated Credit Agreement dated as of October 25, 2006 (the
“Amended Credit Agreement”). Pursuant to the Amended Credit Agreement, the
Supplement increases the maximum borrowings available under such agreement by $100
million to $350 million. The Supplement also adds certain financial institutions as
as new lenders under the Amended Credit Agreement.
The Supplement to the Amended Credit Agreement is attached as Exhibit 10.1 to this
Current Report on Form 8-K, and the foregoing description is qualified in its
entirety by reference to such Exhibit.
Item 8.01 Other Events
On November 7, 2007, the Company’s Board of Directors authorized a new share
repurchase program under which up to 1.5 million shares of the Company’s Class A
Common Stock may be acquired from time to time on the open market or in privately
negotiated transactions, subject to market conditions and applicable legal
requirements. The new program replaces the Company’s share repurchase program
previously in effect.
On November 8, 2007, the Company issued a press release announcing that it had
entered into the Supplement discussed above and the authorization of the new share
repurchase program. A copy of this press release is attached to this Form 8-K as
Exhibit 99.1 and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |
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(d) |
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Exhibits. |
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| Exhibit Number |
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Description of Exhibits |
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10.1 |
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Supplement to Credit Agreement dated November 8, 2007, among Delphi
Financial Group, Inc. as the Borrower, Bank of America, N.A., as Administrative
Agent, and the other lenders party thereto. |
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99.1 |
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Registrant’s November 8, 2007 press release |
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.
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DELPHI FINANCIAL GROUP, INC.
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/s/ ROBERT ROSENKRANZ |
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Robert Rosenkranz |
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Chairman of the Board and |
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Chief Executive Officer |
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(Principal Executive Officer) |
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Date: November 8, 2007