Delphi Financial Group Inc. (the “Company” or “Delphi,” which term includes the Company and its consolidated subsidiaries unless the context indicates otherwise) is a financial services company focused on specialty insurance and insurance-related businesses. The Company was organized as a Delaware corporation in 1987 and completed the initial public offering of its Class A common stock in 1990. The Company manages all aspects of employee absence to enhance the productivity of its clients and provides the related group insurance coverages: long-term and short-term disability, life, excess workers’ compensation for self-insured employers, large casualty programs including large deductible workers’ compensation, travel accident, dental and limited benefit health insurance. The Company’s asset accumulation business emphasizes individual annuity products. The Company offers its products and services in all fifty states, the District of Columbia and Puerto Rico. The Company’s two reportable segments are group employee benefit products and asset accumulation products. See Notes A and P to the Consolidated Financial Statements included in this Form 10-K for additional information regarding the Company’s segments. On December 21, 2011, Delphi entered into a merger agreement among Delphi, Tokio Marine Holdings Inc., a Japanese corporation (“Tokio Marine”), and TM Investment (Delaware) Inc., a Delaware corporation and wholly owned subsidiary of Tokio Marine (“TM Sub”). The merger agreement provides that at the effective time of the merger, TM Sub will be merged with and into Delphi, with Delphi continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Tokio Marine. Pursuant to the merger agreement, at the effective time of the merger (1) each share of our Class A Common Stock (other than (i) shares of our Class A Common Stock owned by Delphi, Tokio Marine or any of their respective wholly owned subsidiaries, in each case not held on behalf of third parties, and (ii) shares in respect of which appraisal rights have been properly demanded and those demands not effectively withdrawn) will be converted into the right to receive $43.875 in cash, without interest and less any applicable withholding taxes, and (2) each share of our Class B Common Stock (other than (i) shares of our Class B Common Stock owned by Delphi, Tokio Marine or any of their respective wholly owned subsidiaries, in each case not held on behalf of third parties, and (ii) shares in respect of which appraisal rights have been properly demanded and those demands not effectively withdrawn) will be converted into the right to receive $52.875 in cash, without interest and less any applicable withholding taxes. In addition, the merger agreement provides that record holders of common stock immediately prior to the effective time of the merger will be entitled to receive a special dividend of $1.00 in cash per share that is contingent upon the completion of the merger and will be paid shortly after closing. The acquisition is subject to the approval of Delphi stockholders including approval by the holders of a majority of the shares of our Class A Common Stock (other than shares of our Class A Common Stock owned, directly or indirectly, by holders of our Class B Common Stock, any holder of shares of our Class A Common Stock that were transferred to such holder by any holder of our Class B Common Stock after December 21, 2011, Tokio Marine, TM Sub or any officers or directors of Delphi, or any of their respective affiliates or “associates” (as defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended)) and the approvals of various regulatory authorities in Japan and the U.S., as well as other customary closing conditions. We anticipate the completion of the merger in the second quarter of 2012, but we cannot be certain when or if the conditions to the closing of the merger will be satisfied or, to the extent permitted, waived.
Company profile
Employees
Incorporated
Location
Fiscal year end
Industry (SIC)
Former names
Delphi Financial Group Inc
SEC CIK
Corporate docs
IRS number
133427277
Latest filings (excl ownership)
15-12B
Securities registration termination
29 May 12
8-K
Changes in Registrant's Certifying Accountant
21 May 12
25
Voluntary exchange delisting
16 May 12
25-NSE
Exchange delisting
16 May 12
8-K
Acquisition of Delphi Financial by Tokio Marine Closes
16 May 12
8-K
Entry into a Material Definitive Agreement
15 May 12
S-8 POS
Registration of securities for employees (post-effective amendment)
15 May 12
10-Q
2012 Q1
Quarterly report
9 May 12
10-K/A
2011 FY
Annual report (amended)
30 Apr 12
Latest ownership filings
13F-HR
Quarterly holdings report by institutional manager
30 Jan 24
13F-HR
Quarterly holdings report by institutional manager
3 Nov 23
13F-HR
Quarterly holdings report by institutional manager
4 Aug 23
13F-HR
Quarterly holdings report by institutional manager
5 May 23
13F-HR
Quarterly holdings report by institutional manager
3 Feb 23
13F-HR
Quarterly holdings report by institutional manager
4 Nov 22
13F-HR
Quarterly holdings report by institutional manager
5 Aug 22
13F-HR
Quarterly holdings report by institutional manager
5 May 22
13F-HR
Quarterly holdings report by institutional manager
4 Feb 22
13F-HR
Quarterly holdings report by institutional manager
3 Nov 21
Institutional ownership, Q1 2023
13F holders | Current |
---|---|
Total holders | 0 |
Opened positions | 0 |
Closed positions | 0 |
Increased positions | 0 |
Reduced positions | 0 |
13F shares | Current |
---|---|
Total value | 0.00 |
Total shares | 0.00 |
Total puts | 0.00 |
Total calls | 0.00 |
Total put/call ratio | – |
Largest owners | Shares | Value |
---|