================================================================================ 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 May 20, 2003 Date of Report (Date of earliest event reported) DELPHI FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-11462 13-3427277 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.) 1105 North Market Street, Suite 1230, Wilmington, Delaware 19899 (Address of principal executive offices) (302) 478-5142 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ================================================================================ Item 5. Other events. On May 20, 2003, pursuant to resolutions of the Board of Directors of Delphi Financial Group, Inc. (the "Company") adopted on May 8, 2003, the Company issued $143,750,000 of 8.00% Senior Notes due 2033 in an underwritten public offering. This amount is part of a total of $250,000,000 covered under a Registration Statement on Form S-3 (Registration No. 333-86666) and a related Prospectus dated May 6, 2002. The issuance of a total of $143,750,000 of 8.00% Senior Notes due 2033 is covered, in addition, by a related Prospectus Supplement dated May 13, 2003. -2- Item 7. Exhibits. (c) Exhibits. The following exhibits are filed herewith: Exhibit No. Description ----------- ----------- 1 Underwriting Agreement dated as of May 13, 2003 by and among Delphi Financial Group, Inc., and the underwriters named therein 4(a) Indenture dated as of May 20, 2003 by and between Delphi Financial Group, Inc and Wilmington Trust Company, as trustee 4(b) First Supplemental Indenture dated as of May 20, 2003 by and between Delphi Financial Group, Inc and Wilmington Trust Company, as trustee 4(c) 8.00% Senior Note due 2033 25 Statement of eligibility of trustee on Form T-1 -3- 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. Dated: May 20, 2003 DELPHI FINANCIAL GROUP, INC. By: /s/ Chad W. Coulter ------------------------------------ Name: Chad W. Coulter Title: Vice President and General Counsel -4-