UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

Mark One

[ X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended June 30, 2000

[   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES AND EXCHANGE ACT OF 1934

            For the transition period from _________ to ____________

                        Commission File Number: 000-24366

                               GORAN CAPITAL INC.
             (Exact name of registrant as specified in its charter)

CANADA                                                 Not Applicable
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)




                               4720 Kingsway Drive

                           Indianapolis, Indiana 46205

                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (317) 259-6400

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No

As of August 1, 2000,  there were  5,776,398  shares of  Registrant's  par value
common stock issued and outstanding exclusive of shares held by registrant.

<PAGE>

                                 FORM 10-Q INDEX

                       FOR THE QUARTER ENDED JUNE 30, 2000


Page

Number

PART I     FINANCIAL INFORMATION

Item 1     Financial Statements

           Consolidated Financial Statements:
           Consolidated Balance Sheets at June 30, 2000
           (unaudited) and December 31, 1999...........................       3

           Unaudited Consolidated Statements of Earnings (Loss)
           for the Three and Six Months Ended
           June 30, 2000 and 1999......................................       4

           Unaudited Consolidated Statements of Shareholders' Equity (Deficit)
           For the Six Months Ended June 30, 2000 and 1999 ............       6

           Unaudited Consolidated Statements of Cash Flows for the

           Six Months Ended June 30, 2000 and 1999 ....................       7

           Condensed Notes to Unaudited Consolidated Financial

           Statements..................................................       8

Item 2     Management's Discussion and Analysis of Financial

           Condition and Results of Operations........................       14

Item 3     Qualitative and  Quantitative Disclosures About Market Risk       23

PART II    OTHER INFORMATION..........................................       23

SIGNATURES      ......................................................       26

INDEX TO EXHIBITS

           Exhibit 11 - Computation of Per Share Earnings (Loss) .....       27




<PAGE>

 PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
GORAN CAPITAL INC.
UNAUDITED CONSOLIDAED BALANCE SHEETS
(CANADIAN GAAP, stated in thousands of U.S. dollars)
<TABLE>
<CAPTION>

                                                                                 June 30,        December 31,
                                                                                   2000               1999
ASSETS

<S>                                                                               <C>                <C>
Cash and investments                                                              $190,031           $231,424
Accounts receivable:
    Receivables, net of allowance                                                  178,179             92,446
    Income taxes recoverable                                                            --              6,820
    Investments in and advances to related parties                                   1,661              1,646
                                                                                     -----              -----
        Total Accounts Receivable                                                  179,840            100,912
Reinsurance recoverable on paid and unpaid losses                                   71,418             88,293
Prepaid reinsurance premiums                                                       133,967             10,259
Capital assets, net of accumulated depreciation                                     20,479             21,967
Deferred policy acquisition costs                                                   10,151             13,920
Intangible assets                                                                   43,850             43,812
Other assets                                                                        12,575              9,335
                                                                                    ------              -----
           TOTAL ASSETS                                                           $662,311           $519,922
                                                                                  ========           ========

LIABILITIES
Accounts Payable:

    Reinsurance payables                                                          $150,862            $37,603
    Accrued and other payables                                                      24,963             28,543
                                                                                    ------             ------
                                                                                   175,825             66,146
Distributions payable on preferred securities                                        9,484              4,809
Loss and loss adjustment expenses                                                  168,577            219,918
Unearned premiums                                                                  192,150             90,007
Notes Payable                                                                        4,582             16,929
                                                                                     -----             ------
                                                                                   550,618            397,809
Minority interest:
    Company obligated manditorily redeemable preferred stock of trust
    subsidiary holding solely parent debentures                                    112,000            135,000

Shareholders' deficit                                                                 (307)           (12,887)
                                                                                      -----           --------
           TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                            $662,311           $519,922
                                                                                  ========           ========

See condensed notes to consolidated financial statements


</TABLE>

<PAGE>

GORAN CAPITAL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(CANADIAN GAAP, stated in thousands of U.S. dollars, except per share data)
<TABLE>
<CAPTION>


                                                                                      Three Months Ended
                                                                                           June 30,

                                                                                   2000               1999
                                                                                   ----               ----

<S>                                                                               <C>                <C>
Gross premiums written                                                            $131,140           $173,870
Less ceded premiums                                                               (100,598)           (94,720)
                                                                                  ---------           --------
Net premiums written                                                                30,542             79,150
Change in net unearned premiums                                                     14,442             (2,623)
                                                                                    ------             -------
Net premiums earned                                                                 44,984             76,527
Fee income                                                                           3,855              3,153
Net investment income                                                                2,650              3,507
Net realized gain (loss)                                                            (1,681)               366
                                                                                    -------               ---
        Total Revenues                                                              49,808             83,553
                                                                                    ------             ------

Losses and loss adjustment expenses                                                 35,701             72,293
Policy acquisition and general and administrative expenses                          15,692             21,015
Interest expense                                                                        23                105
Amortization of intangibles                                                            735                651
                                                                                       ---                ---
    Total Expenses                                                                  52,151             94,064
                                                                                    ------             ------
    Loss before undernoted items                                                    (2,343)           (10,511)
Benefit for income taxes                                                                --             (4,705)
Accrued distribution on preferred securities                                         2,983              3,225
Minority interest:                                                                      --             (3,149)
                                                                                        --             -------
Loss from continuing operations                                                     (5,326)            (5,882)
                                                                                    -------            -------
    Net loss                                                                       $(5,326)           $(5,882)
                                                                                   ========           ========

Loss per share - basic                                                                 $(0.91)            $(1.00)
Loss per share - fully diluted                                                         $(0.91)            $(1.00)
Loss per share - operating                                                             $(0.62)            $(1.04)


See condensed notes to consolidated financial statements


</TABLE>

<PAGE>

GORAN CAPITAL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(CANADIAN GAAP, stated in thousands of U.S. dollars, except per share data)
<TABLE>
<CAPTION>


                                                                                       Six Months Ended
                                                                                           June 30,

                                                                                   2000               1999
                                                                                   ----               ----

<S>                                                                               <C>                <C>
Gross premiums written                                                            $275,359           $325,892
Less ceded premiums                                                               (205,388)          (179,471)
                                                                                  ---------          ---------
Net premiums written                                                                69,971            146,421
Change in net unearned premiums                                                     22,413             (2,770)
                                                                                    ------             -------
Net premiums earned                                                                 92,384            143,651
Fee income                                                                           7,646              7,617
Net investment income                                                                5,898              7,015
Net realized loss                                                                   (1,316)              (956)
                                                                                    -------              -----
        Total Revenues                                                             104,612            157,327
                                                                                   -------            -------

Losses and loss adjustment expenses                                                 74,494            131,288
Policy acquisition and general and administrative expenses                          30,630             32,645
Interest expense                                                                       226                179
Amortization of intangibles                                                          1,266              1,256
                                                                                     -----              -----
    Total Expenses                                                                 106,616            165,368
                                                                                   -------            -------
    Loss before undernoted items                                                    (2,004)            (8,041)
Provision (benefit) for income taxes                                                   487             (5,195)
Accrued distribution on preferred securities                                         6,247              6,386
Minority interest:                                                                      --             (3,516)
                                                                                        --             -------
Loss from continuing operations                                                     (8,738)            (5,716)
                                                                                    -------            -------
    Net loss                                                                       $(8,738)           $(5,716)
                                                                                   ========           ========

Loss per share - basic                                                               $(1.49)           $(0.97)
Loss per share - fully diluted                                                       $(1.49)           $(0.97)
Loss per share - operating                                                           $(1.26)           $(0.87)


See condensed notes to consolidated financial statements
</TABLE>


<PAGE>

GORAN CAPITAL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(Canadian GAAP, stated in thousands of U.S. dollars)
<TABLE>
<CAPTION>


                                                                       Cumulative       Retained          Total
                                         Common       Contributed      Translation      Earnings      Shareholders'
                                           Stock        Surplus        Adjustment      (Deficit)    Equity (Deficit)

<S>                                         <C>              <C>                <C>        <C>                <C>
Balance at December 31, 1998                $19,317          $2,775             $252       $27,381            $49,725

Issuance of common shares                       ---             ---              ---           ---                ---

Change in cumulative

translation adjustment                          ---             ---            (389)           ---              (389)

                                                ---             ---              ---       (5,716)            (5,716)
                                                ---             ---              ---  -    -------            -------
Net earnings

Balance at June 30, 1999                    $19,317          $2,775             $137       $21,665           $43,620
                                             ======           =====              ===       =======           =======

Balance at December 31, 1999                $19,317          $2,775              $13     $(34,992)          $(12,887)

Repurchase of common shares                   (185)             ---              ---           ---              (185)

Preferred Securities                            ---          21,763              ---           ---             21,763

Change in cumulative

Translation adjustment                          ---             ---            (260)           ---              (260)

Net loss                                        ---             ---              ---       (8,738)            (8,738)
                                                ---             ---              ---       -------            -------

Balance at June 30, 2000                    $19,132         $24,538           $(247)     $(43,730)            $(307)
                                             ======          ======             ====     =========            ======

See notes to consolidated financial statements
</TABLE>





<PAGE>

GORAN CAPITAL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CANADIAN GAAP, stated in thousands of U.S. dollars)
<TABLE>
<CAPTION>

                                                                                       Six Months Ended
                                                                                           June 30,

                                                                                   2000               1999

CASH FLOWS  FROM OPERATING ACTIVITIES:
<S>                                                                                <C>                <C>
    Net earnings loss for the period                                               $(8,738)           $(5,716)
    Adjustments

        Amortization and depreciation                                                4,266              3,801
        Loss (gain) on disposal of investments                                       1,316                956
        Minority interest in net income (loss) of consolidated subsidiary                -             (3,516)
        Decrease (increase) in other assets                                         (3,240)             3,841
        Decrease (increase) in deferred policy acquisition  costs                    3,769             (1,122)
        Increase (decrease) in unearned premiums                                   102,143            115,818
        Increase (decrease) in loss and loss adjustment expenses                   (51,341)            11,004
        Decrease (increase) in accounts receivable                                 (78,928)          (137,098)
        Increase (decrease) in accounts payable                                    109,679            162,198
        Decrease (increase) in recoverable on paid and unpaid                       16,875            (29,090)
        losses
        Decrease (increase) in prepaid reinsurance premiums                       (123,708)          (107,226)
        Increase (decrease) in distributions payable on preferred                    4,675                  -
        securities
        Increase (decrease) in future income taxes payable                               -               (101)
                                                                                         -               -----
                                                                                   (23,232)            13,749
                                                                                   --------            ------

NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES:
    Increase (reduction) of borrowed funds                                         (12,347)              (309)
                                                                                   --------              -----
                                                                                   (12,347)               309
                                                                                   --------               ---
NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES:
    Net (purchase) sale of marketable securities                                    25,833             (8,660)
    Net purchase of capital assets                                                  (1,197)            (3,685)
    Redemption of share capital & minority interest                                 (2,916)                 -
                                                                                    -
    Other                                                                               --               (126)
                                                                                        --               -----
                                                                                    21,720            (12,471)
                                                                                    ------            --------
Change in cash and cash equivalents during the period                              (13,859)               969
Cash and cash equivalents, beginning of period                                      35,807             42,759
                                                                                    ------             ------
Cash and cash equivalents, end of period                                            21,948             43,728
                                                                                    ======             ======

</TABLE>

See condensed notes to consolidated financial statements




<PAGE>

                               GORAN CAPITAL INC.
            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                For The Three and Six Months Ended June 30, 2000



CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation and Organization

         The financial  statements  included in this report are the consolidated
         financial  statements of Goran Capital,  Inc. and its subsidiaries (the
         "Company").  The consolidated  financial  statements have been prepared
         pursuant to the rules and  regulations  of the  Securities and Exchange
         Commission ("SEC"). In management's opinion, these financial statements
         include  all   adjustments   (consisting   only  of  normal   recurring
         adjustments)  necessary  for a  fair  presentation  of the  results  of
         operations for the interim periods presented. Pursuant to SEC rules and
         regulations,  certain  information  and footnote  disclosures  normally
         included in financial  statements prepared in accordance with generally
         accepted  accounting  principles  have been  condensed  or omitted from
         these statements unless significant  changes have taken place since the
         end of the most recent fiscal year. For this reason,  the  accompanying
         consolidated  financial  statements and notes thereto should be read in
         conjunction with the financial  statements and notes for the year ended
         December 31, 1999 included in the Company's  1999 Annual Report on Form
         10-K. Results for any interim period are not necessarily  indicative of
         results to be expected for the year.

         These unaudited consolidated financial statements have been prepared by
         the Company in accordance with accounting principles generally accepted
         in Canada ("CDN GAAP").  These  principles also conform in all material
         respects with accounting  principles  generally  accepted in the United
         States  ("US  GAAP")  except  as  disclosed  in Note 12.  All  material
         intercompany amounts have been eliminated.

         During the three months ended June 30, 2000,  Goran acquired from third
         parties  115,500  common shares of SIG at varying  prices,  all at fair
         market value. Goran did not purchase any SIG common shares in the first
         quarter,  2000. These purchases  increased  Goran's ownership of SIG to
         69.2% from 68.1%.

2.       Supplemental Cash Flow Information

         Cash payments of interest were $246,000 and $150,000 for the six months
         ended June 30, 2000 and 1999,  respectively.  Cash received  related to
         refunded  federal income taxes was $6,586,000 and  $10,585,790  for the
         first six months of 2000 and 1999, respectively.

3.       Notes Payable

         IGF  Insurance  Company,   the  Company's  subsidiary  ("IGF"),  has  a
         revolving bank line of credit (the "IGF Revolver") that expires May 10,
         2001.  During the second  quarter 2000 the maximum amount that could be
         borrowed  under the IGF Revolver was  $8,000,000.  As of June 30, 2000,
         $3,000,000  had  been  borrowed.   This  line  is   collateralized   by
         receivables  and  real  property.  The IGF  Revolver  contains  certain
         covenants which (i) restrict IGF's ability to accumulate  common stock;
         (ii) set minimum  standards for investments and  policyholder  surplus;
         and (iii) restrict the ability to pay or declare dividends. The average
         interest  rate on the IGF  Revolver  was 6.83% for the six months ended
         June 30, 1999 and 8.08% for the six months ended June 30, 2000.

         Notes payable also includes a $1,000,000  note due 2001 on the purchase
         of North American Crop Underwriters,  Inc. ("NACU") at no interest. The
         balance of notes payable at June 30, 2000 includes  three smaller notes
         (less than $300,000 each) assumed in the acquisition of NACU which have
         various due dates from 2002 to 2006 with periodic  payments at interest
         rates ranging from 7% to 9.09%.

<PAGE>

4.       Preferred Securities

         The preferred  securities of Symons  International  Group, Inc. ("SIG")
         represent company-obligated mandatorily redeemable preferred securities
         of a trust  subsidiary  (the  "Preferred  Securities")  holding  solely
         parent  debentures  which  have a term  of 30  years  with  semi-annual
         interest   payments   commencing   February  15,  1998.  The  Preferred
         Securities  may be  redeemed  in whole or in part  after 10 years.  SIG
         deferred the semi-annual  interest  payment that was due February 2000.
         SIG also plans to defer the interest payment due August 2000. Under the
         terms of the indenture,  SIG is permitted to defer such payments for up
         to five years.

         The indenture for the Preferred Securities contains certain restrictive
         covenants.  Some of  these  covenants  are  based  upon  the  Company's
         consolidated  coverage  ratio  of  earnings  before  interest,   taxes,
         depreciation and amortization ("EBITDA"). If the Company's EBITDA falls
         below 2.5 times  consolidated  interest  expense  (including  Preferred
         Security   distributions)  for  the  most  recent  four  quarters,  the
         following restrictions become effective:

o                 The Company may not incur additional indebtedness or guarantee
                  additional indebtedness.

o                 The Company may not make certain restricted payments including
                  loans or  advances  to  affiliates,  stock  repurchases  and a
                  limitation on the amount of dividends is inforce.

o                 The Company may not increase its level of non-investment grade
                  securities  defined as equities,  mortgage loans, real estate,
                  real  estate  loans  and  non-investment  grade  fixed  income
                  securities.

         These  restrictions  currently apply. The Company is in compliance with
         the  restrictions  and is not in  default in its  obligations  with the
         regard to the Preferred Securities.

         In the  three  months  ended  June 30,  2000,  Granite  Re and  Granite
         Insurance Company ("Granite") acquired from third parties,  $23,000,000
         principal value of SIG's  Preferred  Securities at a cost of $2,810,000
         including the cost of accrued distributions.  Upon consolidation of the
         Company's  accounts  as at June  30,  2000,  the  acquisition  of these
         preferred  securities  has  resulted  in an  increase  in  consolidated
         shareholders' equity of $21,763,000.

5.       Regulatory Affairs

         As previously  reported,  Pafco General Insurance Company ("Pafco") has
         agreed to an order  under  which the Indiana  Department  of  Insurance
         ("IDOI") may monitor more closely the ongoing  operations  of Pafco due
         to the  risk-based  capital ratio being below the Company  action level
         using the  National  Association  of Insurance  Commissioners  ("NAIC")
         guidelines and applicable law.  Pafco's  inability or failure to comply
         with this order could result in the IDOI requiring  further  reductions
         in Pafco's permitted premium writings or in the IDOI instituting future
         proceedings  against  Pafco.  The IDOI  has  concluded  its  previously
         disclosed target  examination of Pafco and no action was taken thereon.
         Pafco has  maintained  its policy  volumes in conformity  with the Iowa
         Department  of  Insurance  requirements.   In  addition  the  Company's
         insurance  subsidiaries  provide monthly  financial  information to the
         departments of insurance in certain states in which they write business
         and have agreed to obtain prior  approval of any new  affiliated  party
         transactions.

         The financial review of Superior Insurance Company ("Superior") for the
         year ended  December  31, 1999 by the Florida  Department  of Insurance
         ("FDOI") is ongoing.  On July 7, 2000,  the FDOI issued a notice of its
         intent to issue an order (the  "Notice")  which  principally  addresses
         certain  policy and  finance  fee  payments  by  Superior  to  Superior
         Insurance Group, Inc.  ("Superior  Group"),  another  subsidiary of the
         Company,  and  financial  reporting  issues,  including  disclosure  of
         intercompany transactions.  Superior has filed a petition with the FDOI
         which   requests   a  formal   hearing  to  review  the  Notice  and  a
         determination  that the order contemplated by the Notice not be issued.
         The order, if issued, may restrict Superior from paying certain billing
         and  policy  fees to  Superior  Group and  include a  requirement  that
         Superior Group repay to its  subsidiary,  Superior,  billing and policy
         fees from prior years in an amount of approximately  $35.2 million.  In
         such  event,  there  would  be no  financial  impact  on the  Company's
         consolidated  financial  statements.  A  restriction  on the ability of
         Superior to pay future  billing  and policy fees to Superior  Group may
         necessitate that the Company take certain actions, which may be subject
         to regulatory approvals,  to reallocate operating revenues and expenses
         between its subsidiaries. The Company intends to vigorously contest the
         issuance of any such order.

         The Company's operating  subsidiaries,  their business operations,  and
         their transactions with affiliates,  including the Company, are subject
         to  regulation  and  oversight  by the IDOI,  the FDOI,  the  insurance
         regulators of other states in which the  subsidiaries  write  business,
         and  in the  case  of  IGF,  the  Federal  Crop  Insurance  Corporation
         ("FCIC").  The Company is a holding  company and all of its  operations
         are  conducted  by  its  subsidiaries.   Regulation  and  oversight  of
         insurance companies and their transactions with affiliates is conducted
         by  state  insurance  regulators  and,  in the case of IGF,  the  FCIC,
         primarily  for  the  protection  of  policyholders   and  not  for  the
         protection of other  creditors or of  shareholders.  Failure to resolve
         outstanding  issues with the IDOI,  the FDOI and other  regulators in a
         manner  satisfactory  to the Company could result in future  regulatory
         actions or proceedings  that may  materially  and adversely  affect the
         Company.

6.       Commitments and Contingencies

         As  previously  reported,  a  complaint  for a  class  action  alleging
         violations of Sections 10(b) and 20(a) of the  Securities  Exchange Act
         of 1934 was filed  against the Company and certain of its  officers and
         directors in the United States District Court for the Southern District
         of Indiana.  The Company is  vigorously  defending  the claims  brought
         against it. No material developments have occurred since last reported.

         On July 11, 2000 the FDOI advised Superior that it intends to issue an
         order.  See Note 5.

         As previously reported, the California Department of Insurance ("CDOI")
         has advised  Superior that it is reviewing a possible  assessment which
         could  total  $3,000,000.  As the  ultimate  outcome of this  potential
         assessment  is not deemed  probable,  the  Company  has not accrued any
         amount  in  its  consolidated   financial   statements.   Although  the
         assessment  has not been  formally  made by the CDOI at this time,  the
         Company will vigorously defend any potential assessment and believes it
         will  prevail.  No  material  developments  have  occurred  since  last
         reported.

         As previously reported,  IGF, several brokers and a third party carrier
         are  parties  to a number of  pending  legal  proceedings  relating  to
         agricultural  business  interruption policies sold during 1998 ("AgPI")
         which has since been  discontinued.  IGF  remains a  defendant  in five
         lawsuits pending in California state court (King and Fresno  counties).
         Discovery in the pending cases is proceeding.  As of June 30, 2000, IGF
         had  paid  an   aggregate   of   approximately   $28,517,000   to  AgPI
         policyholders.  The Company  increased  its reserves  during the second
         quarter by $1,400,000. The unpaid reserves for AgPI as of June 30, 2000
         was  $7,383,000.  Four  lawsuits have been settled since the end of the
         second  quarter of 2000.  The third party  carrier of the policies has,
         over the objections of IGF,  settled some of the AgPI cases for amounts
         in excess of policy  limits.  Certain  of the  settlements  made by the
         third  party  carrier  have  exceeded   established  reserves  for  the
         particular  cases  involved.  The  Company  does  not  believe  it will
         ultimately be responsible for the settlement  amounts paid by the third
         party  carrier  and,  therefore,  the  Company  has  not  adjusted  its
         reserves.

         As  previously  reported,  two  assertions  have been  made in  Florida
         alleging  that service  charges or finance  charges are in violation of
         Florida   law.  The   plaintiffs   are   attempting   to  obtain  class
         certification  in  these  actions.  The  Company  believes  that it has
         substantially  complied with the premium  financing statute and intends
         to vigorously defend any potential loss. No material  developments have
         occurred since last reported.

         The Company and its  subsidiaries  are named as  defendants  in various
         lawsuits  relating to their  business.  Legal actions arise from claims
         made under  insurance  policies  issued by the Company's  subsidiaries.
         These actions were considered by the Company in  establishing  its loss
         reserves.  The Company believes that the ultimate  disposition of these
         lawsuits  will  not  materially  affect  the  Company's  operations  or
         financial position.

         In June,  2000, the Company  became a joint and several  guarantor in a
         debt approximating $5,000,000,  collateralized by operating assets held
         in an entity in which SIG is a 50% owner.  The  estimated  fair  market
         value of the assets approximates the debt.

7.       Loss Development on Prior Accident Years

         During the first two quarters of 2000 the Company experienced favorable
         development  on its  year end 1999  loss  and loss  adjustment  expense
         ("LAE")  reserves for other than crop in the amount of $6,016,000.  The
         favorable   development  primarily  related  to  nonstandard  auto,
         $3,159,000 and commercial business runoff, $2,857,000.

         During  the  same  period  the  Company   experienced   an  unfavorable
         development on its year end crop insurance loss and LAE reserves in the
         amount of $1,731,000.  This includes  $1,400,000 of additional loss and
         LAE reserves  booked  second  quarter 2000 on the AgPI line of business
         written by the Company in 1998.

<PAGE>

8.       Segment Disclosures

         The Company has two reportable segments based on products:  nonstandard
         automobile insurance and crop insurance. The accounting policies of the
         segments  are the same as those  described  in the  December  31,  1999
         annual  report in  "Nature  of  Operating  and  Significant  Accounting
         Policies."  There are no  significant  intersegment  transactions.  The
         Company evaluates  performance and allocates  resources to the segments
         based on profit or loss from operations before income taxes.

         The  following  is a  summary  of  the  Company's  segment  data  and a
         reconciliation  of  the  segment  data  to the  Consolidated  Financial
         Statements.  "Corporate  and Other"  includes  operations  not directly
         related to the reportable  business segments and unallocated  corporate
         items (i.e., corporate investment income, interest expense on corporate
         debt and  unallocated  overhead  expenses).  Segment  assets  are those
         assets in the  Company's  operations in each  segment.  "Corporate  and
         Other" assets are principally  cash,  short-term  investments,  related
         party assets, intangible assets, and property and equipment.

         The following tables show financial data by segment (in thousands):
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                           June 30,

                                                                                   2000               1999

NONSTANDARD AUTOMOBILE INSURANCE OPERATIONS
<S>                                                                                <C>                <C>
    Gross premiums written                                                         $29,868            $66,072
    Net premiums written                                                            19,346             64,154
    Net premiums earned                                                             37,377             66,836
    Fee income                                                                       3,631              2,895
    Net investment income                                                            2,453              3,296
    Net realized gain (loss)                                                        (1,682)               366
        TOTAL REVENUES                                                              41,779             73,393
    Losses and loss adjustment expense                                              29,184             61,631
    Policy acquisition and general and administrative expenses                      18,053             23,609
        TOTAL EXPENSES                                                              47,237             85,240
    Loss before income taxes                                                       $(5,458)          $(11,847)
GAAP RATIOS (Nonstandard Automobile Only):
    Loss and LAE Ratio (2)                                                              78.1%              92.2%
    Expense ratio, net of billing fees (3)                                              38.6%              31.0%
    Combined ratio (4)                                                                 116.7%             123.2%

CROP INSURANCE OPERATIONS:
    Gross premiums written                                                        $101,108           $107,524
    Net premiums written                                                            10,379             11,633
    Net premiums earned                                                              6,501              6,074
    Fee income                                                                         194                197
    Net investment income                                                              (40)               (18)
        TOTAL REVENUES                                                               6,655              6,253
    Losses and loss adjustment expenses                                              7,894              8,894
    Policy acquisition and general and administrative expenses(1)                   (4,655)            (4,654)
    Interest and amortization of intangibles                                           269                246
        TOTAL EXPENSES                                                               3,508              4,486
    Earnings before income taxes                                                    $3,147             $1,767


(1)   Negative crop expenses are caused by inclusion of MPCI expense reimbursement and underwriting gain.
(2)   Loss and LAE ratio:  ratio of loss and LAE  incurred during the period, as a percentage of net premium earned.
(3)   Expense ratio, net of billing fees:  ratio of policy acquisition and general and administrative  expense less fee income, as a
         percentage of net premium earned.
(4)      Combined ratio:  sum of the loss and LAE ratio plus the expense ratio net of billing fees.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                                                       Six Months Ended
                                                                                           June 30,

                                                                                   2000               1999

NONSTANDARD AUTOMOBILE INSURANCE OPERATIONS
<S>                                                                                <C>               <C>
    Gross premiums written                                                         $89,437           $127,243
                                                                                   =======           ========
    Net premiums written                                                            49,815            137,840
                                                                                    ======            =======
    Net premiums earned                                                             80,418            132,233
    Fee income                                                                       7,565              7,417
    Net investment income                                                            5,313              6,460
    Net realized loss                                                               (1,317)            (1,016)
                                                                                    -------            -------
        TOTAL REVENUES                                                              91,979            145,094
                                                                                    ------            -------
    Losses and loss adjustment expense                                              66,403            112,944
    Policy acquisition and general and administrative expenses                      35,613             43,204
                                                                                    ------             ------
        TOTAL EXPENSES                                                             102,016            156,148
                                                                                   -------            -------
    Earnings (loss) before income taxes                                           $(10,037)          $(11,054)
                                                                                  =========          =========
GAAP RATIOS (Nonstandard Automobile Only):
    Loss and LAE Ratio (2)                                                              82.6%              85.4%
    Expense ratio, net of billing fees (3)                                              34.9%              27.1%
                                                                                        -----              -----
    Combined ratio (4)                                                                 117.5%             112.5%
                                                                                       ======             ======

CROP INSURANCE OPERATIONS:
    Gross premiums written                                                        $185,468           $198,247
                                                                                  ========           ========
    Net premiums written                                                            17,949             13,246
                                                                                    ======             ======
    Net premiums earned                                                              9,434              5,014
    Fee income                                                                          35                138
    Net investment income                                                               86                 39
    Net realized capital gain                                                            1                 --
                                                                                                           --
        TOTAL REVENUES                                                               9,556              5,191
                                                                                     -----              -----
    Losses and loss adjustment expenses                                             10,334             14,068
    Policy acquisition and general and administrative expenses(1)                   (8,447)           (12,662)
    Interest and amortization of intangibles                                           512                416
                                                                                       ---                ---
        TOTAL EXPENSES                                                               2,399              1,822
                                                                                     -----              -----
    Earnings before income taxes                                                    $7,157             $3,369
                                                                                    ======             ======

(1)   Negative crop expenses are caused by inclusion of MPCI expense reimbursement and underwriting gain.
(2)   Loss and LAE ratio:  ratio of loss and LAE  incurred during the period, as a percentage of net premium earned.
(3)   Expense ratio, net of billing fees:  ratio of policy acquisition and general and administrative  expense less fee
      income, as a percentage of net premium earned.
(4)   Combined ratio:  sum of the loss and LAE ratio plus the expense ratio net of billing fees.


</TABLE>




<PAGE>

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    June 30,

                                                                             2000           1999
         Loss before income taxes and minority interest:

<S>                                                                        <C>             <C>
             Nonstandard automobile                                        $(5,458)        $(11,847)
             Crop                                                            3,147            1,767
                                                                             -----            -----
                 Segment totals                                             (2,311)         (10,080)
             Corporate and other                                               (32)            (431)
                                                                               ----            -----
                 Consolidated totals                                       $(2,343)        $(10,511)
                                                                           ========        =========

                                                                                Six Months Ended
                                                                                    June 30,

                                                                             2000           1999
         Loss before income taxes and minority interest:

             Nonstandard automobile                                       $(10,037)        $(11,054)
             Crop                                                            7,157            3,369
                                                                             -----            -----
                 Segment totals                                             (2,880)          (7,685)
             Corporate and other                                               876             (356)
                                                                               ---             -----
                 Consolidated totals                                       $(2,004)         $(8,041)
                                                                           ========         ========


                                                                           June 30,     December 31,
                                                                             2000           1999
         Segment assets:
             Nonstandard automobile                                        $228,978        $229,640
             Crop                                                           314,496         145,622
             Corporate and other                                            118,837         144,660
</TABLE>

9.       Reclassifications

         Certain  prior period  amounts have been  reclassified  to conform with
         current year presentation.

10.      Earnings Per Share

         Basic and diluted net loss per share are  computed by dividing net loss
         as reported by the average number of shares outstanding as follows:
<TABLE>
<CAPTION>

                                                                        Three Months Ended          Six Months Ended
                                                                             June 30,                   June 30,
         (in thousands)                                                 2000          1999          2000         1999

         Basic:
<S>                                                                        <C>           <C>           <C>          <C>
           Weighted-average common shares outstanding                      5,859         5,876         5,868        5,876

         Diluted:
           Weighted-average common shares outstanding                      5,859         5,876         5,868        5,876
           Dilutive effect of stock options                                   --            --            --           --

         Average common shares outstanding assuming dilution               5,859         5,876         5,868        5,876

</TABLE>

         The Company has 743,708 stock options  outstanding as of June 30, 2000.
         The Company  issued  100,000 stock options in second  quarter 2000. The
         weighted  average  common  shares  outstanding  on a basic  and a fully
         diluted basis are the same because of the anti  dilutive  effect of the
         options outstanding.

<PAGE>

11.      Shareholders' Equity

         During the three months ended June 30, 2000,  Goran acquired from third
         parties,  100,000 of its own common  shares,  all at fair market value,
         resulting in 5,776,398 outstanding common shares as at June 30, 2000.

12.      United States Accounting Principles

         These unaudited consolidated financial statements have been prepared in
         accordance with CDN GAAP. The differences  between CDN GAAP and US GAAP
         are as follows (in thousands):
<TABLE>
<CAPTION>

                                                                            June 30,       June 30,
                                                                              2000           1999
<S>                                                                         <C>              <C>
         Reported net loss                                                  $(8,738)         $(5,716)
         US/Canada GAAP Differences:
           No Differences                                                        --               --
         Revised net loss                                                   $(8,738)         $(5,716)
         Loss per share - basic                                              $(1.49)          $(0.97)
         Loss per share - fully diluted                                      $(1.49)          $(0.97)

                                                                            June 30,     December 31,
                                                                              2000           1999
         Shareholders' deficit in accordance with Canadian GAAP               $(307)        $(12,887)
           Receivable from sale of capital stock                               (300)            (300)
           Unrealized loss on investments                                    (5,118)          (4,874)
                                                                             -------          -------
         Shareholders' deficit in accordance with US GAAP                   $(5,725)        $(18,061)
                                                                            ========        =========


</TABLE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW OF THE COMPANY

Goran  Capital  Inc.  (the   "Company")   owns   approximately   69%  of  Symons
International Group, Inc. ("SIG"). SIG in turn owns 100% of Pafco,  Superior and
IGF.  Additionally,  the Company owns 100% of Granite  Reinsurance  Company ltd.
("Granite Re"), Granite Insurance Company  ("Granite") and Symons  International
Group, Inc. Florida ("SIGF").

Nonstandard Automobile Insurance Operations

Pafco,  Superior,  Superior Guaranty Insurance Company ("Superior Guaranty") and
Superior  American  Insurance Company  ("Superior  American") are engaged in the
writing of  insurance  coverage for  automobile  physical  damage and  liability
policies.  Nonstandard  insureds are those  individuals who are unable to obtain
insurance  coverage through standard market carriers due to factors such as poor
premium payment history, driving experience or violations, particular occupation
or type of vehicle.  The Company  offers  several  different  policies which are
directed  towards  different  classes  of risk  within the  nonstandard  market.
Premium rates for nonstandard  risks are higher than for standard risk. Since it
can be  viewed  as a  residual  market,  the  size  of the  nonstandard  private
passenger automobile insurance market changes with the insurance environment and
grows when the standard coverage becomes more restrictive.  Nonstandard policies
have relatively short policy periods and low limits of liability. Due to the low
limits of coverage,  the period of time that elapses  between the occurrence and
settlement of losses under nonstandard policies is shorter than many other types
of  insurance.   Also,  since  the  nonstandard  automobile  insurance  business
typically   experiences  lower  rates  of  retention  than  standard  automobile
insurance,   the  number  of  new  policyholders   underwritten  by  nonstandard
automobile insurance carriers each year is substantially greater than the number
of new policyholders underwritten by standard carriers.

Crop Insurance Operations

The two  principal  components  of the  Company's  crop  insurance  business are
multiple-peril  crop insurance  ("MPCI") and private named peril crop insurance,
primarily crop hail insurance.  Crop insurance is purchased by farmers to reduce
the risk of crop loss from  adverse  weather  and other  uncontrollable  events.
Farms are subject to drought,  floods and other natural disasters that can cause
widespread  crop losses and, in severe  cases,  force  farmers out of  business.
Historically,  one out of every twelve acres planted annually by farmers has not
been harvested  because of adverse weather or other natural  disasters.  Because
many farmers  rely on credit to finance  their  purchases  of such  agricultural
inputs as seed, fertilizer,  machinery and fuel, the loss of a crop to a natural
disaster  can reduce  their  ability to repay these loans and to find sources of
funding for the following year's operating expenses.

The Company generates  revenue like other private insurers  participating in the
MPCI program in two ways.  First, it markets,  issues and administers  policies,
for which it receives  administrative  fees; and second,  it  participates  in a
profit-sharing arrangement with the federal government. The Company may also pay
a portion of the aggregate  loss,  in respect of the business it writes,  if the
losses exceed  certain  levels.  The Company writes MPCI and crop hail insurance
through  approximately  2,800  independent  agencies in 46 states.  Of the 2,800
licensed agents approximately 1,600 are actively writing business.

The  Company's  risk in the first two  quarters  of the year is  affected by the
following  facts:  (1) the Company has a large  exposure of crops planted in the
fall and winter  (citrus  and  nursery in  Florida,  nursery in Texas,  wheat in
Kansas),  (2) the Company's crop revenue  coverage ("CRC") risk which is tied to
commodity  prices is quantified  in July,  November and December but is incurred
throughout the various growing seasons, (3) the preventative  planting risk that
the Company incurs on its traditional  spring crops, and (4) the planting of its
spring  crops (corn and soybeans in the  Midwest),  the majority of which occurs
prior  to the  end of May of any  given  crop  year.  Also,  MPCI  policies  are
continuous and  automatically  renewed each year unless the insured notifies the
Company prior to March 15 of each year or in certain circumstances other pre-set
dates determined by crop and location.

In addition to MPCI, the Company offers stand alone crop hail  insurance,  which
insures growing crops against damage  resulting from hail storms and involves no
federal  participation.  The Company  also offers a  proprietary  product  which
combines the application and underwriting  process for MPCI and hail coverages -
HAILPLUS(TM)  ("HAILPLUS").  This product  tends to produce less  volatile  loss
ratios  than the stand  alone  crop hail  product  since  the  combined  product
generally  insures a greater  number of  acres,  thereby  spreading  the risk of
damage over a larger  insured  area.  Approximately  27% of the  Company's  hail
policies are written in combination with MPCI.  Although both crop hail and MPCI
provide  coverage  against hail damage,  the private crop hail  coverages  allow
farmers to receive  payments for hail damage which would not be severe enough to
require a payment under an MPCI policy.  The Company believes that offering crop
hail insurance enables it to sell more policies than it otherwise would.

In addition to crop hail  insurance,  the Company also sells  insurance  against
crop damage from other  specific  named perils.  These  products  cover specific
crops and are  generally  written on terms that are specific to the kind of crop
and farming  practice  involved and the amount of actuarial data available.  The
Company plans to seek  potential  growth  opportunities  in this niche market by
developing  basic policies on a diverse number of named crops grown in a variety
of geographic areas.

The Company has started three new business  initiatives  related to  agriculture
risk management:  agronomy services, price risk management,  and carbon emission
reduction  credits.  Each will provide the  opportunity to increase fee revenue.
Fee revenue  provides the Company with limited risk and high profit margins from
its same base of operations and thus  contributes to capital and surplus growth.
Fee revenue in total is not projected to be more than $2.0 million for 2000.

The crop insurance  business is seasonal by geographic  region;  spring crops in
northern and midwestern states,  fall crops in southern states such as fruit and
nuts,  winter crops in coastal  states such as California  and summer cash crops
grown in all states. The Company also insures long term crops such as nurseries.
While this  seasonality is time specific for each crop, the associated  tasks of
sales and marketing  primarily occur before each respective crop growing season.
The customer  support,  applications  and claims  processing  tasks are time and
event  driven  within the mid to later part of the  growing  season;  many times
being finished  after the growing  season and harvest is completed.  The bulk of
the loss  adjustment  activities for the spring and fall crops occur between May
and November.  These same activities occur for winter crops,  such as fruits, in
January and February, and for cash crops throughout the year.

Throughout  the year the Company  provides  to its  customers  services  such as
education, agronomy training, soil sampling, grid mapping for precision farming,
insurance advice and loss adjusting.

CORPORATE AND OTHER OPERATIONS
Granite  Reinsurance  Company,  Ltd. ("Granite Re') is a finite risk reinsurance
company based in Barbados.

Granite Insurance Company ("Granite") is a Canadian federally licensed insurance
company which ceased writing new insurance policies on January 1, 1990.

Symons  International  Group,  Inc.-Florida  ("SIGF") is a Florida based surplus
lines  insurance  agency.  These  operations  have been  discontinued  effective
January 1, 1999.

FORWARD LOOKING STATEMENTS AND CERTAIN RISKS

All statements,  trend analyses, and other information herein contained relative
to markets for the Company's products and/or trends in the Company's  operations
or  financial  results,  as well as other  statements  including  words  such as
"anticipate,"  "could," "feel(s),"  "believe(s),"  "plan," "estimate," "expect,"
"should,"   "intend,"   "will"  and  other   similar   expressions,   constitute
forward-looking statements under the Private Securities Litigation Reform Act of
1995. These  forward-looking  statements are subject to known and unknown risks,
uncertainties  and other factors which may cause actual results to be materially
different  from  those  contemplated  by the  forward-looking  statements.  Such
factors include, among other things: (i) general economic conditions,  including
prevailing  interest  rate levels and stock  market  performance;  (ii)  factors
affecting  the  Company's  crop  insurance  operations  such as  weather-related
events,  final harvest  results,  commodity price levels,  governmental  program
changes,  new product  acceptance  and commission  levels paid to agents;  (iii)
factors  affecting  the  Company's  nonstandard  automobile  operations  such as
premium volume and levels of operating  expenses as compared to premium  volume;
and (iv) the factors described in this section and elsewhere in this report.

Losses Have Been Reported and May Continue

The Company while reporting  losses on a quarterly basis since the third quarter
of 1998 is achieving profits currently in its crop operation. The net losses for
the  quarter  ended  June 30,  2000  totaled  $5,326,000.  Losses for the second
quarter of 2000 were primarily due to the nonstandard  auto operating  division.
The volume has been reduced to get out of poorly priced  business.  The expenses
of running the business have been reduced substantially, but not proportional to
the premium reduction.  The reduction in deferred  acquisition costs and loss on
realized  investments  also  contributed  to the loss.  Rate  increases or other
underwriting  actions  averaging 12% have been implemented or are being filed to
further improve the loss ratio over the year 2000. If the Company regains market
share,  the expense  ratio  should  reduce.  The Company also  repositioned  its
investment  portfolios in the second quarter,  and is continuing to do so in the
third quarter.  The repositioning  caused a realized loss in the current period.
Loss ratios  continue  to improve in the  nonstandard  operations  in the second
quarter over the prior  quarter.  Most companies in the  nonstandard  market are
increasing  rates.  During the second quarter of 2000,  the Company  experienced
favorable  development in its nonstandard auto loss and loss adjustment  expense
reserves.  For the  second  quarter  2000,  the crop  segment  reported  pre-tax
earnings of  approximately  $3,147,000  mainly due to favorable crop  conditions
year-to-date.  Although the Company has taken a number of actions to address the
factors that have contributed to these past  nonstandard auto operating  losses,
there can be no assurance that operating losses will not continue.

Recent and Further Regulatory Actions May Affect the Company's Future Operations

The Company's insurance company  subsidiaries,  their business  operations,  and
their  transactions  with  affiliates,  including  the  Company,  are subject to
regulation and oversight by the Indiana  Department of Insurance  ("IDOI"),  the
Florida  Department of Insurance  ("FDOI"),  the  insurance  regulators of other
states in which the insurance  company  subsidiaries  write business and, in the
case of IGF, the Federal Crop  Insurance  Corporation  ("FCIC").  Moreover,  the
insurance  company  subsidiaries'  losses,   adverse  trends  and  uncertainties
discussed  in this report have been and continue to be matters of concern to the
domiciliary and other insurance  regulators of the Company's  insurance  company
subsidiaries  and have resulted in enhanced  scrutiny and regulatory  actions by
several  regulators.  The Company relies on payment of management  fees from the
regulated  insurance  subsidiaries to support its cash flow needs, and continued
payment of those fees is subject to regulatory oversight.

 On July 7, 2000,  the FDOI issued a notice of its intent to issue an order (the
"Notice") which principally addresses certain policy and finance fee payments by
Superior  to  Superior  Insurance  Group,  Inc.  ("Superior   Group"),   another
subsidiary of the Company, and financial reporting issues,  including disclosure
of intercompany transactions.  Superior has filed a petition with the FDOI which
requests a formal  hearing to review  the  Notice and a  determination  that the
order  contemplated  by the  Notice not be issued.  The  order,  if issued,  may
restrict  Superior from paying certain billing and policy fees to Superior Group
and include a requirement that Superior Group repay to its subsidiary, Superior,
billing  and policy fees from prior  years in an amount of  approximately  $35.2
million.  In such event,  there would be no  financial  impact on the  Company's
consolidated  financial statements.  A restriction on the ability of Superior to
pay future  billing and policy fees to Superior Group may  necessitate  that the
Company take certain actions,  which may be subject to regulatory approvals,  to
reallocate operating revenues and expenses between its subsidiaries. The Company
intends to vigorously contest the issuance of any such order; however, there can
be no  assurance  that an order,  if issued,  will not have a  material  adverse
effect on the Company's results of operations or financial position.

The primary purpose of insurance  regulation is the protection of  policyholders
rather than stockholders. Failure to resolve issues with the IDOI, the FDOI, the
FCIC,  and with other  regulators  (including  the risk based capital  levels of
Pafco and IGF),  in a manner  satisfactory  to the  regulators  could impair the
Company's  ability  to  execute  its  business  strategies  or  result in future
regulatory actions or proceedings that otherwise materially and adversely affect
the Company's operations.

Rating of the Company's Subsidiaries May Adversely Affect the Company's Ability
to Retain and Expand its Business

On July 12, 2000,  Standard & Poors ("S&P")  announced  that their rating of IGF
was reduced  from `BBB+' to `CCCpi'.  An insurer  rated `CCC' is regarded S&P as
having  very  weak  financial  security  characteristics  and  is  dependent  on
favorable  business  conditions  to  meet  financial   commitments.   S&P  rates
companies'  financial  strength.  The rating is not likely to improve unless IGF
improves  its future  operating  performance  and/or  holds  meetings  with S&P.
Financial  strength is a factor in an insurer's ability to compete  effectively.
There can be no  assurance  that this  rating or other  ratings  assigned to the
Company's  Subsidiaries  will not  adversely  affect the  Company's  competitive
position.  No other  changes in the  ratings of the  Company  subsidiaries  have
occurred since those reported previously.

The Company is Subject to a Number of Pending Legal Proceedings

As previously  reported and discussed  elsewhere in this report,  the Company is
involved in a number of pending  legal  proceedings.  Most of these  proceedings
remain in the early  stages.  Although  the  Company  believes  that many of the
allegations  are  without  merit and  intends  to  vigorously  defend the claims
brought  against it, there can be no assurance  that such  proceedings  will not
have a materially adverse effect on the Company's operations.

The Terms of the Trust Preferred Securities May Restrict The Company's Ability
 to Act

SIG has issued company obligated  mandatorily  redeemable  preferred  securities
("Preferred  Securities") of $135 million  aggregate  principal amount through a
wholly owned trust subsidiary.  The Preferred Securities have a term of 30 years
with  annual  interest  of  9.5%  paid  semi-annually.  The  obligations  of the
Preferred  Securities are funded from SIG's  nonstandard  automobile  management
company and dividend capacity from the crop insurance business. SIG deferred the
semi-annual  interest  payment  that was due  February  2000 and may continue to
defer such  payments for up to five years as permitted by the  indenture for the
Preferred  Securities.  SIG also plans to defer the interest  payment due August
2000.  Although  there is no present  default  under the  indenture  which would
accelerate  the payment of the Preferred  Securities,  the indenture  contains a
number of  convenants  which may  restrict  SIG's  ability to act in the future.
These  covenants  include  restrictions  on SIG's ability to: incur or guarantee
debt; make payments to affiliates; repurchase its common stock; pay dividends on
common stock;  and make certain  investments  other than investment  grade fixed
income  securities.  There  can  be no  assurance  that  compliance  with  these
restrictions and other provisions of the indenture for the Preferred  Securities
will not adversely affect SIG.

<PAGE>

REVIEW OF CONSOLIDATED OPERATIONS

Net Loss

For the three and six months  ended June 30,  2000,  the Company  recorded a net
loss of $(5,326,000)  and  $(8,738,000),  or $(.91) and $(1.49) per share (basic
and  diluted).  This is a decrease from net loss for the three months ended June
30, 1999 of $556,000 or $.09 per share (basic and diluted).  It also resulted in
an increase of net loss for the six months ended June 30, 1999 of  $3,022,000 or
$.52 per share (basic and diluted).

The Company recorded a net loss before income taxes,  distributions on Preferred
Securities  and  minority  interest  for the three and six months ended June 30,
2000 of $(2,343,000) and $(2,004,000) compared to $(10,511,000) and $(8,041,000)
for the three and six months ended June 30, 1999.  The 1999  comparable  results
include  recoveries  of deferred  income  taxes and losses  attributable  to the
minority interest  ownership of SIG, whereas the 2000 results include neither of
these  recoveries.  As of June 30, 2000, net deferred tax assets are offset by a
100% valuation  allowance and the SIG minority  interest share of net losses are
no longer recognized in Goran's  consolidated  financial  statements since SIG's
stockholders' equity is in a net deficit position.

Income  before  taxes  and   distributions  on  Preferred   Securities  for  the
nonstandard  automobile  segment showed a loss of $(5,458,000) and $(10,037,000)
for the  three  and six  months  ended  June 30,  2000  compared  to  losses  of
$(11,847,000)  and  $(11,054,000)  for the three and six  months  ended June 30,
1999. 2000 losses were driven primarily by a decrease in net premiums earned and
a realized loss on sale of investments of approximately $1,300,000. The realized
loss occurred  second quarter 2000.  New investment  managers were appointed and
investment  portfolios were restructured.  The decrease in losses in 2000 is due
to an improvement in loss ratio which was partially offset by an increase in the
expense ratio.  The expense ratio increased in 2000 due to a decrease in premium
earned.

Income before taxes and distributions on Preferred  Securities for the three and
six months ended June 30, 2000 in the crop segment showed earnings of $3,147,000
and $7,157,000 which compares favorably to earnings of $1,767,000 and $3,369,000
for the same periods in 1999.  The increase in earnings was  primarily  due to a
decrease in the net loss to net premium  retained ratios for crop hail and named
peril in the second  quarter of 2000 as compared to the same period in the prior
year and less impact from increase to AgPI reserves.

Income\(losses)  before tax and  distributions  on Preferred  Securities for the
corporate segment were $(32,000) and $876,000 for the three and six months ended
June 30, 2000 and $(431,000)  and $(356,000) for the same period in 1999.  These
losses  consist  primarily  of  amortization  of  intangibles  and  general  and
administrative expenses. The losses increased primarily due to a decrease in net
premiums  earned coupled with an increase in policy  acquisition and general and
administrative expenses.

Gross Premiums Written

Gross premiums written for the nonstandard  automobile  segment  decreased 54.8%
and 29.7% for the three and six months ended June 30, 2000 compared to the three
and six months  ended June 30,  1999.  The primary  reasons for this  decline in
volume are the downsizing by the Company of its nonstandard  automobile business
in  certain   competitive   markets,   rate  increases  and  other  underwriting
initiatives intended to increase profitability.

Gross  premiums  written for the crop  segment  decreased  6.0% and 6.4% for the
three and six months  ended June 30, 2000  compared to the same periods in 1999.
Such  decrease  was due to lower than  expected  second  quarter  2000 crop hail
business.  Crop premiums  (expressed in thousands)  for the three and six months
ended June 30, are as follows:
<TABLE>
<CAPTION>

                                                   Three Months Ended June 30,          Six Months Ended June 30,
                                                     2000               1999             2000              1999
<S>                                                  <C>                <C>              <C>              <C>
Catastrophic imputed                                 $12,250            $14,470          $24,500          $30,782
MPCI                                                  73,805             78,748          143,739          141,028
Crop hail and named perils                            27,303             28,776           41,729           57,123
AgPI  (1)                                                 --                 --               --               96
                                                          --                 --               --               --
                                                     113,358            121,994          209,968          229,028
Less:  Catastrophic imputed                          (12,250)           (14,470)         (24,500)         (30,782)
                                                     --------           --------         --------         --------
                                                     101,108           $107,524          185,468         $198,247
                                                     =======           ========          =======         ========
(1) Discontinued product sold in 1998.

</TABLE>

Net Premiums Written

MPCI  premiums are  considered  to be 100% ceded to the federal  government  for
accounting  purposes  and  therefore  no net written  premiums  result from MPCI
business.  Quota share  cession rates for other lines of insurance for the three
and six months ended June 30 are as follows:

                                                    2000               1999

Nonstandard automobile                              25%                 0%
Crop hail                                           54.9%               62%
Named peril                                          8.6%               50%

To address the writing ratio and other statutory surplus  concerns,  the Company
ceded a portion of its  automobile  business  effective  January  1,  2000.  The
reinsurer  has an A.M. Best rating of A++.  Based on its 1999  results,  IGF has
decided to retain  more risk on the crop hail line of  business  resulting  in a
decrease in the quota share cession rate.

Fee Income

Fee income  increased  22.2% and .4% for the three and six months ended June 30,
2000 as compared to the same periods of 1999 due to the increases in policy fees
charged.  Also higher  premiums were written in the forth quarter 1999 and first
quarter  2000 on which  billing and other fees on this  business are still being
collected.

Net Investment Income

Net  investment  income  decreased  24.4% and 15.9% for the three and six months
ended June 30, 2000 as compared to the corresponding  periods of the prior year.
This decrease was due to a decrease in the size of the investment  portfolio and
lower yields on the remaining investments.

Loss and Loss Adjustment Expense

The loss and LAE ratio for the Company's  nonstandard auto segment for the three
and six months ended June 30, 2000 was 78.1% and 82.6% of net premiums earned as
compared to 92.2% and 85.4% for the corresponding  periods in 1999 and 92.7% for
the  entire  year of  1999.  During  the  second  quarter  of 2000  the  Company
experienced  favorable development on its loss and LAE reserves for losses other
than AgPI losses occurring in 1999 and prior.  This reduced the nonstandard auto
loss and LAE ratio for the current quarter by 8.4%.

The loss and LAE ratio for the Company's  crop  insurance  segment for the three
and six months  ended  June 30,  2000,  was  121.4%  and 109.5% of net  premiums
earned.  The loss and LAE ratio for 2000  includes  unfavorable  development  on
prior year loss and LAE reserves of  $1,731,000.  This  includes  $1,400,000  of
additional  loss and LAE reserves booked second quarter 2000 on the AgPI line of
business written by the company in 1998.

Policy Acquisition and General and Administrative Expenses

Policy acquisition and general and administrative  expenses were $15,692,000 and
$30,630,000  or 34.9%  and  33.2% of net  premium  earned  for the three and six
months ended June 30, 2000 compared to $21,015,000  and $32,645,000 or 27.5% and
22.7% of net  premium  earned  in the  corresponding  periods  of 1999.  Overall
expenses  in the first six  months of 2000  versus  the first six months of 1999
decreased  by  $2,015,000.  Within this  decrease  crop  expenses  increased  by
$4,215,000 while nonstandard auto expenses decreased by $7,591,000.  The rest of
the decrease is applicable to the corporate segment.

The expense ratio net of billing fees for the nonstandard auto segment was 38.6%
and 34.9% of net premium earned for the three and six months ended June 30, 2000
compared to 31% and 27.1% of net premium earned in the corresponding  periods of
1999. The six months expense ratio for nonstandard auto increased  primarily due
to a 39.2% decrease in net premiums  earned  comparing June 30, 2000 to June 30,
1999.  Nonstandard  auto expenses were  $35,613,000  and $43,204,000 for the six
months  ended June 30, 2000 and June 30,  1999,  respectively.  The  decrease in
expenses  of  $7,591,000  is  primarily  attributable  to the ceding  commission
received from a quota share agreement effective January 1, 2000.

Crop segment expenses include agent commissions, stop loss reinsurance costs and
operating  expenses  which are offset by MPCI  expense  reimbursements  and MPCI
underwriting  gain. The underwriting gain is an estimate until later in the year
when crops are harvested and losses are known.  The estimated  year to date gain
ratio in 2000, as well as for 1999, was 13.6% on gross premium. The underwriting
gain  increased in 2000 due to the fact that the crops  covered by MPCI policies
are  estimated  to have  average to above  average  yields this year.  The 13.6%
estimate is in line with actual annual results over the past four years.

Provision (Benefit) for Income Taxes

The current provision primarily consists of a write off of a refund being denied
by the IRS which is offset by a refund  received  in the first  quarter  of 2000
relating to a 1998 net  operating  loss.  At June 30, 2000 the Company's net tax
assets  are  fully  offset  by  a  100%  valuation  allowance  of  approximately
$26,907,000  which resulted in no tax benefit being reflected for the six months
ended June 30, 2000.

REVIEW OF CONSOLIDATED FINANCIAL CONDITION

Investments

Total  investments  as of June 30, 2000 and December 31, 1999 were  $168,083,000
and $195,617,000, respectively. Composition of investments is comparable between
these periods.  The Company's  market risk exposure has not  materially  changed
since prior year end.

Cash and Cash Equivalents

Total cash and cash  equivalent  balances as of June 30, 2000 and  December  31,
1999 were $21,948,000 and $35,807,000, respectively.

Investments in and Advances to Related Parties

Investments  in  and  advances  to  related  parties  minimally  increased  from
$1,646,000 at December 31, 1999, to $1,661,000 at June 30, 2000.

Accounts Receivable

Receivables  as of June 30, 2000 and  December  31, 1999 were  $178,179,000  and
$92,446,000,  respectively.  The crop portion of the  receivable  balances as of
June  30,  2000  and  December  31,  1999  were  $125,207,000  and  $23,924,000,
respectively.  The  fluctuation in the balance is due to cyclicality of the crop
business.

Nonstandard  auto receivable  balances as of June 30, 2000 and December 31, 1999
were $49,421,000 and $62,299,000,  respectively.  The decrease in receivables is
due to a decline in written premium.

Reinsurance Recoverables and Prepaid Reinsurance Premiums

Reinsurance  recoverables  were  $71,418,000 and $88,293,000 as of June 30, 2000
and December 31, 1999, respectively. However the reinsurance recoverable balance
is more effectively  compared to the June 30, 1999 balance of $96,975,000.  This
is  primarily  due to the  cyclical  nature of the crop  business.  Of the total
reinsurance  recoverable balance, as of June 30, 2000 and 1999,  $44,576,000 and
$74,968,000,  respectively  pertain  to  crop  business.  The  nonstandard  auto
recoverables  were  $21,349,000  and  $4,150,000 for the periods ending June 30,
2000 and 1999, respectively.  The nonstandard auto increase is attributable to a
quota share treaty agreement effective January 1, 2000.

Prepaid  reinsurance  premiums were  $133,967,000 and $10,259,000 as of June 30,
2000  and  December  31,  1999,  respectively.  This  prepaid  balance  is  more
effectively  compared to the June 30, 1999 balance of $124,712,000.  The prepaid
reinsurance  balance is affected  by the  cyclical  nature of the crop  business
reinsured.   Crop  prepaid   reinsurance   premiums  totaled   $117,463,000  and
$116,112,000  as of June 30, 2000 and 1999,  respectively.  Prepaid  reinsurance
premiums on nonstandard auto totaled  $16,370,000 and $0 as of June 30, 2000 and
1999, respectively.  The increase in nonstandard auto is attributable to a quota
share agreement that was effective January 1, 2000.

Deferred Policy Acquisition Costs

Deferred policy  acquisition  costs ("DAC") as of June 30, 2000 and December 31,
1999, were  $10,151,000 and $13,920,000  respectively.  Although these costs are
comparable,  the Company believes the ratio of DAC to net unearned premium would
be more comparable using prior year to date comparisons. DAC as of June 30, 1999
was $17,454,000.  DAC was primarily  composed of DAC on nonstandard auto at June
30,  2000  and 1999 of  $8,435,000  and  $15,255,000,  respectively.  The  ceded
deferred costs on nonstandard auto at June 30, 2000 and 1999 were $2,889,000 and
$0,  respectively.  DAC costs for nonstandard  auto as compared with nonstandard
net unearned  premiums of $48,875,000 and $89,354,000 were 17.3% and 17.1% as of
the above dates, respectively.  DAC for crop insurance at June 30, 2000 and 1999
was $1,716,000  and  $1,646,000,  respectively.  In the last quarter of 1999 the
Company  changed its method of  calculating  the auto  deferred  policy costs by
including investment income in the computation.

Federal Income Taxes

Federal  income taxes  recoverable  were $0 and  $6,820,000 at June 30, 2000 and
December  31,  1999,   respectively.   The  1999  balance  consists  of  amounts
recoverable from the 1997 tax year due to tax losses generated in 1999.

Fixed Assets

Property and equipment,  net of accumulated  depreciation,  decreased $1,488,000
over year end 1999. This change is primarily due to disposals and depreciation.

Intangible Assets

The  balance  in the  intangible  assets  decreased  from  year  end 1999 due to
amortization expense. Intangible assets include goodwill from the acquisition of
Superior,  additional  goodwill from the acquisition of the minority interest in
Superior Insurance Group Management,  Inc. and North American Crop Underwriters,
Inc.  ("NACU"),  debt or Preferred  Security  issuance costs and  organizational
costs.

Loss and Loss Adjustment Expense Reserves

Total loss and LAE reserves  decreased from $219,918,000 as of December 31, 1999
to $168,577,000 as of June 30, 2000. The total decrease in loss and LAE reserves
is approximately $51,341,000.

Nonstandard auto reserves declined $7,419,000 during the second quarter of 2000;
this  decrease is  consistent  with the  declining  volume in  nonstandard  auto
business and also includes some positive development on prior accident reserves.
Reserves for crop insurance  increased  $2,623,000  during the second quarter of
2000 due to the  seasonal  nature of the business and due to an increase in AgPI
reserves of $1,400,000.  The remaining  reserve decrease of $2,039,000  resulted
from  favorable  settlement  of  outstanding  claims on surplus  line  policies.
Because most of the  outstanding  liabilities  from this business are reinsured,
the favorable development has minimal impact on the Company's net income.

Unearned Premium

The unearned premium reserve  increased by $102,143,000 from December 31,1999 to
June 30, 2000.  Gross unearned  premium was  $192,150,000  and $90,007,000 as of
June 30, 2000 and  December  31,  1999,  respectively.  However,  this  unearned
premium  balance is more  effectively  compared to the June 30, 1999  balance of
$226,483,000  due to the cyclical  nature of the crop  business.  Crop  unearned
balances  typically are higher midyear and drop as premium is earned towards the
end of the  year.  Crop  unearned  as of June 30,  2000  and  June 30,  1999 was
$126,043,000 and $125,911,000, respectively. Crop unearned increased by $132,000
or .1% from June 30, 1999.  This was  primarily  due to an increase in crop hail
written  premium for the same period.  Unearned on  nonstandard  auto  decreased
$24,109,000  or 27% for the same period.  This was primarily due to the decrease
in nonstandard  premiums written for the respective quarter ended June 30, 2000.
Unearned for  nonstandard  auto was  $65,245,000  and $89,354,000 as of June 30,
2000 and June 30, 1999.

Reinsurance Payables

Reinsurance  payables  increased by $113,259,000  from December 31, 1999 to June
30,  2000  due to the  cyclical  nature  of the  crop  business.  Crop  payables
increased from year end by $85,381,000  through June 30, 2000.  Nonstandard auto
increased  by  $30,956,000  from  December  1999 due to a quota share  agreement
effective January 1, 2000.

Notes Payable

Notes payable  includes the IGF Revolver which on December 31, 1999 and June 30,
2000 had an outstanding  balance of $15,000,000  and  $3,000,000,  respectively.
This change in the balance is due to the fact that IGF  primarily  depends  upon
the IGF Revolver to meet its seasonal needs for liquidity.  The average interest
rate on the IGF  Revolver  was 6.83% for the six months  ended June 30, 1999 and
8.08% for the six months ended June 30, 2000.

Notes  payable also  include a $1,000,000  note due 2001 on the purchase of NACU
which bears no interest.  The balance of notes payable at June 30, 2000 consists
of three smaller notes (less than $300,000  each) assumed in the  acquisition of
NACU which have  various due dates from 2002 to 2006 with  periodic  payments at
interest rates ranging from 7% to 9.09%.

Other Liabilities

Other  liabilities  decreased by  $3,580,000  from December 31, 1999 to June 30,
2000.  However,  payables as of June 30, 2000 of $24,963,000 are more comparable
to payables of $26,059,000 as of June 30, 1999.

Stockholders' Deficit

Stockholders'  deficit has decreased  $12,580,000  from December 31, 1999.  This
decrease  reflects  the impact of current  year  purchases on the open market by
Granite  and  Granite Re of SIG's  Preferred  Securities  valued at  $21,763,000
offset by a net loss of $8,738,000 for the six months ended June 30, 2000.

 LIQUIDITY AND CAPITAL RESOURCES

The Company's nonstandard  automobile insurance  subsidiaries' primary source of
funds are premiums,  investment income and proceeds from the maturity or sale of
invested  assets.  Such funds are used  principally  for the  payment of claims,
payment of claims settlement costs,  operating  expenses  (primarily  management
fees),  commissions  to  independent  agents,  dividends  and  the  purchase  of
investments.  There is  variability  to cash outflows  because of  uncertainties
regarding settlement dates for liabilities for unpaid losses.  Accordingly,  the
Company maintains  investment programs intended to provide adequate funds to pay
claims.  During 2000, the Company has continued to liquidate some investments to
pay claims. The Company  historically has tried to maintain duration averages of
3.5  years.  However,  the losses in 1999 and 2000 have  caused  the  Company to
shorten the duration  averages.  The Company may incur a cost of selling  longer
bonds to pay claims. Claim payments tend to lag premium receipts. Due to losses,
the Company has experienced a reduction in its investment  portfolio but to date
has not experienced any problems meeting its obligations for claims payments.

Cash flows in the Company's crop insurance  subsidiary  (which is primarily MPCI
business)  differ  from cash flows from  certain  more  traditional  lines.  The
Company pays insured  losses to farmers as they are incurred  during the growing
season, with the full amount of such payments being reimbursed to the Company by
the federal  government  within  three  business  days.  MPCI  premiums  are not
received  from  farmers  until  covered  crops  are  harvested.   Collected  and
uncollected premiums are required to be paid in full to the FCIC by the Company,
with interest at 15%, if not paid by a specified date during the crop year.

The Company itself relies  primarily on the payment of management  fees from its
insurance  subsidiaries as a source of cash flow. As discussed elsewhere in this
report, the ability of the insurance  subsidiaries to pay fees may be limited by
regulatory  action.  The Company deferred the semi-annual  Preferred  Securities
interest  payments  in  February  2000,  and intends to defer the payment due in
August 2000.  The Company  believes it is in its best  interest to maintain this
cash for its operational needs.

The trust indenture for the Preferred  Securities  contains certain  restrictive
covenants.  Certain of these covenants are based upon the Company's consolidated
coverage ratio of earnings before interest, taxes, depreciation and amortization
(EBITDA).  If the Company's EBITDA falls below 2.5 times  consolidated  interest
expense (including  Preferred  Security  distributions) for the most recent four
quarters, the following restrictions become effective:

o    The Company may not incur  additional  indebtedness  or  guarantee
     additional indebtedness.

o    The Company may not make certain  restricted  payments  including  loans or
     advances to affiliates, stock repurchases and a limitation on the amount of
     dividends is in force.

o    The Company may not increase its level of  non-investment  grade securities
     defined as equities,  mortgage  loans,  real estate,  real estate loans and
     non-investment grade fixed income securities.

These restrictions  currently apply as the Company's consolidated coverage ratio
was (4.45) in June 30,  2000,  and will  continue to apply  until the  Company's
consolidated coverage ratio exceeds the amount set forth in the indenture.

The  Company's  consolidated  total  assets  of  $662,311,000  at June 30,  2000
increased $142,389,000 from the balance at December 31, 1999. The primary reason
for this increase was an increase in receivable balances and prepaid reinsurance
premiums which are impacted by the cyclical nature of the crop hail business.

As of June 30, 2000, the Company had $21,948,000 of cash,  cash  equivalents and
short-term  investments  available to meet short-term operating cash needs. This
was a decrease of $13,859,000 from the December 31, 1999 balance.

The Company's  portfolio of fixed maturities reduced to $144,644,000 at June 30,
2000 from  $177,171,000  at  December  31, 1999 as a result of the sale of fixed
maturities to fund operating losses.

Net cash used by operating  activities to June 30, 2000  aggregated  $23,232,000
compared to cash provided  from  operations of  $13,749,000  for the  comparable
period  in 1999.  This  decrease  in net  cash of  $36,981,000,  results  from a
negative change in operating assets and liabilities.

Net cash provided from investing  activities of  $21,720,000  for the six months
ended June 30, 2000 compares to cash used in investing activities of $12,471,000
for the  comparable  period  in  1999.  Such  increase  was due  primarily  to a
reduction in the purchases of fixed maturities.

Overall,  operating  cash flow for the  Company and its  insurance  subsidiaries
combined with the  availability of short term investments and the liquidation of
certain   fixed   maturity   investments   continues  to  be  adequate  to  meet
policyholders  needs for claims and other needs. The Company believes these cash
flows will continue to be adequate through the next year.

The IGF Revolver has been extended through May 10, 2001. IGF relies upon the IGF
Revolver to meet seasonal  needs for  liquidity.  The maximum amount that may be
borrowed on the IGF Revolver was $8,000,000 as of August 3, 2000.

ITEM 3. QUALITATIVE AND QUANTITATIVE  DISCLOSURES  ABOUT MARKET RISK Information
related to  Qualitative  and  Quantitative  Disclosures  about  Market  Risk was
included  under Item 1. Business in the December 31, 1999 Form 10-K. No material
changes have occurred in market risk since this information was disclosed in the
December 31, 1999 Form 10-K.

PART II -         OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS

                  Except as indicated  in the  following  paragraphs  there have
                  been no  material  developments  in any of the  pending  legal
                  proceedings  reported by the Company in its  December 31, 1999
                  form 10-K.

                  As previously reported, IGF, several brokers and a third party
                  carrier are parties to a number of pending  legal  proceedings
                  relating to agricultural  business  interruption policies sold
                  during 1998 ("AgPI")  which has since been  discontinued.  See
                  Note 6 "Commitments  and  Contingencies"  in the  consolidated
                  financial statements. IGF remains a defendant in five lawsuits
                  pending in California state court (King and Fresno  counties).
                  Discovery in the pending cases is  proceeding.  As of June 30,
                  2000, IGF had paid an aggregate of  approximately  $28,517,000
                  to AgPI  policyholders.  The Company  increased  its  reserves
                  during the second  quarter  by  $1,400,000  and as of June 30,
                  2000 has reserved a total of  35,900,000.  The unpaid  reserve
                  for AgPI as of June 30,  2000 was  $7,383,000.  Four  lawsuits
                  have been settled since the end of the second quarter of 2000.
                  The  third  party  carrier  of  the  policies  has,  over  the
                  objections of IGF,  settled some of the AgPI cases for amounts
                  in excess of policy limits. Certain of the settlements made by
                  the third party carrier have exceeded established reserves for
                  the particular cases involved. The Company does not believe it
                  will ultimately be responsible for the settlement amounts paid
                  by the third party carrier and, therefore, the Company has not
                  adjusted its reserves. However, there can be no assurance that
                  the  Company's   ultimate   liability   with  respect  to  the
                  settlements  and  future  legal   proceedings   involving  the
                  policies  will  not  have a  material  adverse  effect  on the
                  Company's results of operations or financial position.

                  On July 7,  2000,  the FDOI  issued a notice of its  intent to
                  issue an order  (the  "Notice")  which  principally  addresses
                  certain  policy  and  finance  fee  payments  by  Superior  to
                  Superior  Insurance Group, Inc.  ("Superior  Group"),  another
                  subsidiary  of the Company,  and financial  reporting  issues,
                  including  disclosure of intercompany  transactions.  Superior
                  has filed a  petition  with the FDOI  which  requests a formal
                  hearing  to review the  Notice  and a  determination  that the
                  order  contemplated by the Notice not be issued. The order, if
                  issued,  may restrict Superior from paying certain billing and
                  policy fees to Superior  Group and include a requirement  that
                  Superior Group repay to its subsidiary,  Superior, billing and
                  policy  fees from  prior  years in an amount of  approximately
                  $35.2  million.  In such event,  there  would be no  financial
                  impact on the Company's consolidated financial statements.

<PAGE>

                  A restriction on the ability of Superior to pay future billing
                  and policy fees to  Superior  Group may  necessitate  that the
                  Company  take  certain  actions,   which  may  be  subject  to
                  regulatory  approvals,  to reallocate  operating  revenues and
                  expenses  between its  subsidiaries.  The  Company  intends to
                  vigorously  contest the  issuance of any such order;  however,
                  there can be no assurance that an order,  if issued,  will not
                  have a material  adverse  effect on the  Company's  results of
                  operations or financial position.

                  There have been no material  developments  in any of the other
                  pending legal proceedings  previously  reported by the Company
                  in the December 31, 1999 Form 10-K.

                  The  Company's  insurance  subsidiaries  are  parties to other
                  litigation  arising in the ordinary  course of  business.  The
                  Company  believes  that  the  ultimate   resolution  of  these
                  lawsuits  will  not  have a  material  adverse  effect  on its
                  financial  condition  or results of  operations.  The Company,
                  through its claims  reserves,  reserves for both the amount of
                  estimated  damages  attributable  to  these  lawsuits  and the
                  estimated costs of litigation.

ITEM 2.  CHANGES IN SECURITIES
                  None
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
                  None

ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

                  We held our annual meeting of shareholders on May 31, 2000. At
                  that meeting, our shareholders reelected the following persons
                  as  Directors  of the  Company  until the  annual  meeting  of
                  shareholders in 2001 or until his successor is elected and has
                  qualified.  Our  shareholders  also  ratified,  by  vote,  the
                  selection  Schwartz  Levitsky  Feldman  LLP as  the  Company's
                  independent  auditor for 2000.  The final results of the votes
                  taken at that meeting were as follows:
<TABLE>
<CAPTION>

                                                       Votes For        Votes Against    Non-Votes     Abstentions

                  Election of Directors:
<S>                                                    <C>                                             <C>
                  Schwartz Levitsky Feldman LLP        2,797,374                                       11,800
                  G. Gordon Symons                     2,782,424                                       26,750
                  Alan G. Symons                       2,782,424                                       26,750
                  Douglas H. Symons                    2,782,424                                       26,750
                  J. Ross Schofield                    2,782,424                                       26,750
                  David B. Shapira                     2,782,424                                       26,750
                  John K. McKeating                    2,782,424                                       26,750
</TABLE>

ITEM 5.  OTHER INFORMATION

                  On July 11, 2000,  SIG's  common  stock was delisted  from the
                  Nasdaq  National  Market  and began  trading on the Nasdaq OTC
                  Bulletin Board as SIGC.OB.

                  On July 11, 2000,  Goran's  common stock was delisted from the
                  Nasdaq  National  Market  and began  trading on the Nasdaq OTC
                  Bulletin Board as GNCNF.OB.

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

                      Exhibit 27     Financial Data Schedule.
                      Submitted in electronic format only.

(b)      8-K Reports:
                      The  Company  filed an 8-K on  August  9,  2000  regarding
                      changes in registrants  certifying  accountants  after the
                      Company filed its 1999 annual report on Form 10-K and 10-Q
                      for the quarterly period ended March 31, 2000.

<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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: August 14, 2000                               By:  /Alan G. Symons/
                                                     Alan G. Symons
                                                     Chief Executive Officer

Dated: August 14, 2000                               By: / Bruce K. Dwyer/
                                                     Bruce K. Dwyer
                                                     Vice President and
                                                     Chief Financial Officer