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 September 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 November 1, 2000, there were 5,776,398 shares of Registrant's common stock
issued and outstanding.


<PAGE>


                                 FORM 10-Q INDEX
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000


        Page

      Number

PART I     FINANCIAL INFORMATION

Item 1     Financial Statements

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

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

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

           Unaudited Consolidated Statements of Cash Flows for the
           Nine Months Ended September 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..........................     15

Item 3     Qualitative and  Quantitative Disclosures About Market Risk..     25

PART II    OTHER INFORMATION............................................     26

SIGNATURES      ........................................................     27


INDEX TO EXHIBITS

           Exhibit 11 - Computation of Per Share Earnings (Loss) .......     28




<PAGE>


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

<TABLE>
<CAPTION>
                                                                               September 30,     December 31,
                                                                                   2000               1999
ASSETS
<S>                                                                               <C>                <C>
Cash and investments                                                              $192,702           $231,424
Accounts receivable:
    Receivables, net of allowance                                                  171,088             92,446
    Income taxes recoverable                                                            --              6,820
    Investments in and advances to related parties                                   1,864              1,646
                                                                                     -----              -----
        Total accounts receivable                                                  172,952            100,912
Reinsurance recoverable on paid and unpaid losses                                  159,148             88,293
Prepaid reinsurance premiums                                                        49,520             10,259
Capital assets, net of accumulated depreciation                                     18,945             21,967
Deferred policy acquisition costs                                                    8,291             13,920
Intangible assets                                                                   43,196             43,812
Other assets                                                                         9,809              9,335
                                                                                     -----              -----
           TOTAL ASSETS                                                           $654,563           $519,922
                                                                                  ========           ========

LIABILITIES
Accounts Payable:
    Reinsurance payables                                                          $178,540            $37,603
    Accrued and other payables                                                      26,579             28,543
                                                                                    ------             ------
       Total accounts payable                                                      205,119             66,146
Distributions payable on preferred securities                                       12,348              4,809
Loss and loss adjustment expenses                                                  248,277            219,918
Unearned premiums                                                                   99,433             90,007
Notes Payable                                                                        3,676             16,929
                                                                                     -----             ------
            TOTAL LIABILITIES                                                      568,853            397,809
Minority interest:
    Company obligated manditorily redeemable preferred stock of trust
    subsidiary holding solely parent debentures                                    112,000            135,000

Shareholders' deficit                                                              (26,290)           (12,887)
                                                                                   --------           --------
           TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                            $654,563           $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
                                                                                        September 30,
                                                                                   2000               1999
                                                                                   ----               ----

<S>                                                                                <C>                <C>
Gross premiums written                                                             $80,299            $67,685
Less ceded premiums                                                                (39,177)           (14,236)
                                                                                   --------           --------
Net premiums written                                                                41,122             53,449
Change in net unearned premiums                                                      7,209             14,715
                                                                                     -----             ------
Net premiums earned                                                                 48,331             68,164
Fee income                                                                           3,667              3,161
Net investment income                                                                2,685              3,197
Net realized loss on sale of investments                                            (2,632)              (250)
                                                                                    -------              -----
        Total Revenues                                                              52,051             74,272
                                                                                    ------             ------

Losses and loss adjustment expenses                                                 49,838             68,560
Policy acquisition and general and administrative expenses                          24,507             31,528
Interest expense                                                                        97                197
Amortization of intangibles                                                            655                631
                                                                                       ---                ---
    Total expenses                                                                  75,097            100,916
                                                                                    ------            -------
    Loss before undernoted items                                                   (23,046)           (26,644)
Benefit for income taxes                                                                --              9,745
Accrued distribution on preferred securities                                        (2,865)            (3,232)
Minority interest                                                                       --              6,224
                                                                                        --              -----
    Net loss                                                                      $(25,911)          $(13,907)
                                                                                  =========          =========

Loss per share - basic                                                              $(4.49)             $(2.37)
Loss per share - fully diluted                                                      $(4.49)             $(2.37)
Loss per share - operating                                                          $(4.03)             $(2.33)


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>

                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                                   2000               1999
                                                                                   ----               ----

<S>                                                                               <C>                <C>
Gross premiums written                                                            $355,658           $393,577
Less ceded premiums                                                               (244,565)          (193,707)
                                                                                  ---------          ---------
Net premiums written                                                               111,093            199,870
Change in net unearned premiums                                                     29,622             11,945
                                                                                    ------             ------
Net premiums earned                                                                140,715            211,815
Fee income                                                                          11,313             10,778
Net investment income                                                                8,583             10,212
Net realized loss on sale of investments                                            (3,948)            (1,206)
                                                                                    -------            -------
        Total Revenues                                                             156,663            231,599
                                                                                   -------            -------

Losses and loss adjustment expenses                                                124,332            197,380
Policy acquisition and general and administrative expenses                          55,137             66,641
Interest expense                                                                       323                376
Amortization of intangibles                                                          1,921              1,887
                                                                                     -----              -----
    Total expenses                                                                 181,713            266,284
                                                                                   -------            -------
    Loss before undernoted items                                                   (25,050)           (34,685)
Benefit (provision) for income taxes                                                  (487)            14,940
Accrued distribution on preferred securities                                        (9,112)            (9,618)
Minority interest                                                                       --              9,740
                                                                                        --              -----
    Net loss                                                                      $(34,649)          $(19,623)
                                                                                  =========          =========

Loss per share - basic                                                               $(5.94)           $(3.34)
Loss per share - fully diluted                                                       $(5.94)           $(3.34)
Loss per share - operating                                                           $(5.26)           $(3.21)


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 Stock     Contributed      Translation       Earnings       Shareholders'
                                                        Surplus        Adjustment        (Deficit)     Equity (Deficit)

<S>                 <C>                 <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                                  ---             ---              (401)            ---              (401)
Net loss                                    ---             ---               ---         (19,623)          (19,623)
                                            ---             ---               ---         --------          --------
Balance at September 30, 1999           $19,317          $2,775             $(149)         $7,758           $29,701
                                        =======          ======             ======         ======           =======
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                                  ---             ---              (332)            ---              (332)
Net loss                                    ---             ---              ----         (34,649)          (34,649)
Balance at September 30, 2000           $19,132         $24,538             $(319)       $(69,641)         $(26,290)
                                        =======         =======             ======       =========         =========


</TABLE>

See condensed notes to consolidated financial statements





<PAGE>


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

<TABLE>
<CAPTION>

                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                                   2000               1999

CASH FLOWS  FROM OPERATING ACTIVITIES:
<S>                                                                               <C>                <C>
    Net earnings loss for the period                                              $(34,649)          $(19,623)
    Adjustments
        Amortization and depreciation                                                6,846              1,887
        Loss on disposal of investments                                              3,942              1,206
        Minority interest in net loss of consolidated subsidiary                        --             (9,740)
        Increase in other assets                                                      (474)            (1,477)
        Decrease in deferred policy acquisition  costs                               5,629              3,823
        Increase in unearned premiums                                                9,426              6,655
        Increase in loss and loss adjustment expenses                               28,359            127,613
        Increase in accounts receivable                                            (72,040)           (24,544)
        Increase in accounts payable                                               138,973             80,739
        Increase in recoverable on paid and unpaid losses                          (70,855)          (157,958)
        Increase in prepaid reinsurance premiums                                   (39,261)           (10,991)
        Increase in distributions payable on preferred securities                    7,539                 --
        Decrease deferred income taxes recoverable                                      --             (4,603)
                                                                                        --             -------
                                                                                   (16,565)            (7,013)
                                                                                   --------            -------

NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES:
    Reduction of borrowed funds                                                    (13,253)            (6,155)
                                                                                   --------            -------

NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES:
    Net sale of marketable securities                                               44,575              4,292
    Net purchase of capital assets                                                  (1,457)              (970)
    Redemption of share capital & minority interest                                 (3,000)                --
                                                                                    -------                --
                                                                                    40,118              3,322
                                                                                    ------              -----
Change in cash and cash equivalents during the period                               10,300             (9,846)
Cash and cash equivalents, beginning of period                                      35,807             42,759
                                                                                    ------             ------
Cash and cash equivalents, end of period                                           $46,107            $32,913
                                                                                   =======            =======



See condensed notes to consolidated financial statements
</TABLE>




<PAGE>


                               GORAN CAPITAL INC.
            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
             For The Three and Nine Months Ended September 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  September 30, 2000,  Goran acquired from
         third parties 80,800 common shares of Symons  International Group, Inc.
         ("SIG") at then  prevailing  varying  market  prices.  This  brings the
         cumulative  total  of SIG  common  shares  purchased  for  the  year to
         196,300. The third quarter purchases increased Goran's ownership of SIG
         to 70% from 69.2% in the second quarter.

2.       Supplemental Cash Flow Information
         Net cash  payments of interest were  $737,000 and  $13,566,000  for the
         nine months ended September 30, 2000 and 1999,  respectively.  Net cash
         received   related  to  refunded   income  taxes  was   $6,739,000  and
         $12,810,000 for the first nine months of 2000 and 1999, respectively.

3.       Notes Payable
         One of the Company's  insurance  subsidiaries,  IGF  Insurance  Company
         ("IGF"),  had a  revolving  bank line of credit  (the "IGF  Revolver").
         During the third quarter 2000 the maximum  amount  available  under the
         IGF Revolver was $8,000,000.  As of September 30, 2000, the outstanding
         balance was $0, and the credit  facility  was  cancelled.  The weighted
         average interest rate on the IGF Revolver was 8.61% for the nine months
         ended  September 30, 2000 and 6.83% for the nine months ended September
         30, 1999.

         Notes payable also  includes a $1,000,000  note due July 1, 2001 on the
         purchase  of North  American  Crop  Underwriters,  Inc.  ("NACU") at no
         interest.  The balance of notes  payable at September 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 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.  Under the terms of the  indenture,  SIG is  permitted  to defer
         semi-annual  interest  payments  for up to  five  years.  SIG  deferred
         interest payments that were due in February and August 2000.

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

o                 SIG  may  not  incur   additional   indebtedness or  guarantee
                  additional indebtedness.
o                 SIG 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                 SIG  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.  SIG is in  compliance  with the
         restrictions  and is not in default in its obligations  with the regard
         to the Preferred Securities.

         As previously reported Granite Reinsurance Company, Ltd. ("Granite Re")
         and Granite Insurance Company ("Granite"),  the Company's subsidiaries,
         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 interest.  Upon  consolidation of the Company's  accounts as of
         September  30, 2000,  the  acquisition  of these  Preferred  Securities
         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.
         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.
         On October 10, 2000,  Pafco  informed the Iowa  Department of Insurance
         ("IADOI") of its decision to stop writing new business in Iowa while it
         reviews  and revises  its  current  program in this  state.  Pafco will
         continue to service existing  policyholders  and renew policies in Iowa
         and provide policy count  information on a monthly basis in conformance
         with IADOI requirements.

         The financial review of Superior Insurance Company ("Superior") for the
         year ended  December  31, 1999 by the Florida  Department  of Insurance
         ("FDOI") is ongoing. As previously  reported,  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  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 hearing is scheduled  for December 8, 2000.  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.   Pafco,  IGF  and  Superior  also  provide  monthly   financial
         information to the  departments of insurance in certain states in which
         they  write  business,  and Pafco and IGF have  agreed to obtain  prior
         approval of any new affiliated party transactions.


<PAGE>



         The Company's insurance  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").  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.

         As  previously  reported the FDOI advised  Superior  that it intends to
         issue an order.  See Note 5. No  material  developments  have  occurred
         since last reported.

         As previously reported, the California Department of Insurance ("CDOI")
         has  advised  the Company  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 have since been discontinued.  Since last reported, all claims by
         the  policyholders  in the AgPI lawsuits have been settled by the third
         party  carrier of the policies.  Over the  objections of IGF, the third
         party  carrier  settled some of the AgPI cases for amounts in excess of
         policy limits.  Cross claims remain  pending in California  state court
         (King and Fresno counties) between IGF and other defendants in the AgPI
         cases,  and discovery is proceeding.  As of September 30, 2000, IGF had
         paid an aggregate of approximately  $28,626,000 to AgPI  policyholders.
         The  Company  increased  its  reserves  during  the  third  quarter  by
         $3,800,000.  The unpaid  reserves for AgPI as of September 30, 2000 are
         $11,074,000. Certain of the settlements made by the third party carrier
         exceeded  established  reserves for the particular cases involved.  The
         Company does not believe it will ultimately be responsible for the full
         amount  of the  settlement  amounts  paid by the third  party  carrier;
         however,  the Company adjusted its reserves during the third quarter of
         2000 for a portion of the  settlement  amounts  paid by the third party
         carrier. Management believes that the reserve is sufficient to meet all
         future  obligations.  There  can be no  assurance  that  the  Company's
         ultimate  liability with respect to the  settlements  and pending legal
         proceedings  involving  the policies  will not have a material  adverse
         effect on the Company's results of operations or financial position.

         As previously  reported,  there are two class action claims  pending in
         Florida  which  allege  that  Superior   Guaranty   Insurance   Company
         ("Superior  Guaranty")  improperly  charged  service or finance fees in
         violation  of Florida law.  The  plaintiff in one of these  actions has
         obtained  certification  as a class.  The Company  believes that it has
         substantially  complied with the premium  financing statute and intends
         to vigorously defend any potential loss.

         On  February  4, 2000 a complaint  for class  action was filed  against
         Superior in the Circuit Court for Dade County,  Florida.  The plaintiff
         alleges that Superior  improperly  reduced medical benefits payable and
         improperly calculated interest in violation of Florida law. The Company
         believes the  allegations  are without  merit and intends to vigorously
         defend the charges.

         On September  15, 2000 a complaint  for class action was filed  against
         Superior in the Circuit  Court for Lee County,  Florida.  The complaint
         alleges that Superior  inappropriately reduced or denied medical claims
         in violation  of Florida law. The Company  believes the case is without
         merit and intends to vigorously defend the charges brought against it.


<PAGE>



         The Company and its  subsidiaries  are named as  defendants  in various
         other  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.

7.       Loss Development on Prior Accident Periods
         During  the  first  three  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
         $7,312,000.  The favorable development primarily related to nonstandard
         auto, $4,526,000, and commercial business runoff, $2,786,000.

         During  the  same  period  the  Company   experienced   an  unfavorable
         development on its year end crop insurance loss and LAE reserves in the
         amount of $5,752,000.  This includes  $5,200,000 of additional loss and
         LAE  reserves   booked  through  the  third  quarter  of  2000  on  the
         discontinued AgPI line of business.

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 on Form 10-K 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.


<PAGE>

<TABLE>
<CAPTION>


         The following tables show financial data by segment (in thousands):
                                                                                        Three Months Ended
                                                                                          September 30,
                                                                                      2000              1999

        NONSTANDARD AUTOMOBILE INSURANCE OPERATIONS
<S>                                                                                   <C>                <C>
            Gross premiums written                                                    $45,450            $57,416
                                                                                      =======            =======
            Net premiums written                                                      $28,086            $56,079
                                                                                      =======            =======
            Net premiums earned                                                       $30,857            $59,238
            Fee income                                                                  3,356              2,994
            Net investment income                                                       2,393              2,961
            Net realized loss on sale of investments                                   (2,632)              (407)
                                                                                       -------              -----
                TOTAL REVENUES                                                         33,974             64,786
                                                                                       ------             ------
            Losses and loss adjustment expense                                         25,629             54,899
            Policy acquisition and general and administrative expenses                 16,251             26,725
                                                                                       ------             ------
                TOTAL EXPENSES                                                         41,880             81,624
                                                                                       ------             ------
            Loss before income taxes                                                  $(7,906)          $(16,838)
                                                                                      ========          =========
        GAAP RATIOS (Nonstandard Automobile Only):
            Loss and LAE Ratio (1)                                                      83.10%              92.68%
            Expense ratio, net of billing fees (2)                                      41.80%              40.06%
                                                                                        ------              ------
            Combined ratio (3)                                                         124.90%             132.74%
                                                                                       =======             =======

        CROP INSURANCE OPERATIONS:
            Gross premiums written                                                    $34,447            $10,201
                                                                                      =======            =======
            Net premiums written                                                       $8,942              $(824)
                                                                                       ======              ======
            Net premiums earned                                                       $14,155             $7,316
            Fee income                                                                    281                110
            Net investment income                                                          91                 22
                                                                                           --                 --
                TOTAL REVENUES                                                         14,527              7,448
                                                                                       ------              -----
            Losses and loss adjustment expenses                                        20,803             11,889
            Policy acquisition and general and administrative expenses                  5,813              3,244
            Interest and amortization of intangibles                                      299                318
                                                                                          ---                ---
                TOTAL EXPENSES                                                         26,915             15,451
                                                                                       ------             ------
            Loss before income taxes                                                 $(12,388)           $(8,003)
                                                                                     =========           ========

(1)      Loss and LAE ratio:  ratio of loss and LAE  incurred during the period, as a percentage of net premium
             earned.
(2)      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.
(3)      Combined ratio:  sum of the loss and LAE ratio plus the expense ratio net of billing fees.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                                                                                          Nine Months Ended
                                                                                            September 30,
                                                                                        2000             1999

      NONSTANDARD AUTOMOBILE INSURANCE OPERATIONS
<S>                                                                                     <C>             <C>
          Gross premiums written                                                        $134,887        $184,659
                                                                                        ========        ========
          Net premiums written                                                           $77,901        $193,918
                                                                                         =======        ========
          Net premiums earned                                                           $111,275        $191,472
          Fee income                                                                      10,921          10,412
          Net investment income                                                            7,706           9,421
          Net realized loss on sale of investments                                        (3,949)         (1,423)
                                                                                          -------         -------
              TOTAL REVENUES                                                             125,953         209,882
                                                                                         -------         -------
          Losses and loss adjustment expense                                              92,032         167,843
          Policy acquisition and general and administrative expenses                      51,864          69,929
                                                                                          ------          ------
              TOTAL EXPENSES                                                             143,896         237,772
                                                                                         -------         -------
          Loss before income taxes                                                      $(17,943)       $(27,890)
                                                                                        =========       =========
      GAAP RATIOS (Nonstandard Automobile Only):
          Loss and LAE Ratio (1)                                                           82.70%           87.66%
          Expense ratio, net of billing fees (2)                                           36.80%           31.08%
                                                                                           ------           ------
          Combined ratio (3)                                                              119.50%          118.74%
                                                                                          =======          =======

      CROP INSURANCE OPERATIONS:
          Gross premiums written                                                        $219,915        $208,448
                                                                                        ========        ========
          Net premiums written                                                           $26,891         $12,422
                                                                                         =======         =======
          Net premiums earned                                                            $23,589         $12,330
          Fee income                                                                         316             247
          Net investment income                                                              177              61
          Net realized capital gain                                                            1              --
                                                                                               -              --
              TOTAL REVENUES                                                              24,083          12,638
                                                                                          ------          ------
          Losses and loss adjustment expenses                                             31,137          23,489
          Policy acquisition and general and administrative expenses(4)                   (2,634)         (6,950)
          Interest and amortization of intangibles                                           811             735
                                                                                             ---             ---
              TOTAL EXPENSES                                                              29,314          17,274
                                                                                          ------          ------
          Loss before income taxes                                                       $(5,231)        $(4,636)
                                                                                         ========        ========

(1)      Loss and LAE ratio:  ratio of loss and LAE  incurred during the period, as a percentage of net
         premium earned.
(2)      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.
(3)      Combined ratio:  sum of the loss and LAE ratio plus the expense ratio net of billing fees.
(4)      Negative crop expenses are caused by inclusion of Multiple Peril Crop Insurance ("MPCI") expense
         reimbursement and underwriting gain.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                                              Three Months Ended
                                                                                September 30,
                                                                            2000             1999
         Loss before income taxes and minority interest:
<S>                                                                        <C>              <C>
             Nonstandard automobile                                        $(7,906)         $(16,838)
             Crop                                                          (12,388)           (8,003)
                                                                           --------           -------
                 Segment totals                                            (20,294)          (24,841)
             Corporate and other                                            (2,752)           (1,803)
                                                                            -------           -------
                 Consolidated totals                                      $(23,046)         $(26,644)
                                                                          =========         =========

                                                                              Nine Months Ended
                                                                                September 30,
                                                                            2000             1999
         Loss before income taxes and minority interest:
             Nonstandard automobile                                       $(17,943)         $(27,890)
             Crop                                                           (5,231)           (4,636)
                                                                            -------           -------
                 Segment totals                                            (23,174)          (32,526)
             Corporate and other                                            (1,876)           (2,159)
                                                                            -------           -------
                 Consolidated totals                                      $(25,050)         $(34,685)
                                                                          =========         =========


                                                                        September 30,    December 31,
                                                                            2000             1999
         Segment assets:
             Nonstandard automobile                                       $229,358          $229,640
             Crop                                                          316,725           145,622
             Corporate and other                                           108,480           144,660
                                                                           -------           -------
                 Consolidated Totals                                      $654,563          $519,922
                                                                          ========          ========
</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          Nine Months Ended
                                                                          September 30,               September 30,
         (in thousands)                                                 2000          1999          2000         1999

         Basic:
<S>                                                                        <C>           <C>           <C>          <C>
           Weighted-average common shares outstanding                      5,776         5,876         5,838        5,876

         Diluted:
           Weighted-average common shares outstanding                      5,776         5,876         5,838        5,876
           Dilutive effect of stock options                                   --            --            --           --

         Average common shares outstanding assuming dilution               5,776         5,876         5,838        5,876

</TABLE>

         The Company had 743,708 stock options  outstanding  as of September 30,
         2000. The weighted  average common shares  outstanding on a basic and a
         fully  diluted basis are the same because of the net losses in 2000 and
         1999.

11.      Shareholders' Equity
         During the nine months ended  September 30, 2000,  Goran  acquired from
         third parties,  100,000 of its own common shares,  all at market value,
         resulting in 5,776,398 outstanding common shares at September 30, 2000.


<PAGE>




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>

                                                                           September 30,      September 30,
                                                                                2000              1999
<S>                                                                           <C>               <C>
         Reported net loss                                                    $(34,649)         $(19,623)
         US/Canada GAAP Differences:
           No Differences                                                           --                --
                                                                                                      --
         Revised net loss                                                     $(34,649)         $(19,623)
         Loss per share - basic                                                 $(5.94)           $(3.34)
         Loss per share - fully diluted                                         $(5.94)           $(3.34)

                                                                           September 30,    December 31, 1999
                                                                                2000
         Shareholders' deficit in accordance with Canadian GAAP               $(26,290)         $(12,887)
           Receivable from sale of capital stock                                  (300)             (300)
           Unrealized loss on investments                                       (1,910)           (4,874)
                                                                                -------           -------
         Shareholders' deficit in accordance with US GAAP                     $(28,500)         $(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   70%  of  Symons
International  Group,  Inc.  ("SIG").  SIG in turn  owns  100% of Pafco  General
Insurance Company  ("Pafco"),  Superior  Insurance Company  ("Superior") and IGF
Insurance  Company  ("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.


<PAGE>



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  underwriting risk is affected by the following  factors:  (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
renew 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 hailstorms 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  33% 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.

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 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.


<PAGE>



CORPORATE AND OTHER OPERATIONS
Granite Re is a finite risk reinsurance company based in Barbados.

Granite is a Canadian  federally licensed insurance company which ceased writing
new insurance policies on January 1, 1990.

SIGF is a Florida based surplus lines insurance  agency.  These  operations were
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  has been  reporting  losses on a  quarterly  basis since the third
quarter of 1998. Pre-tax losses for the nine months ended September 30, 2000 and
September 30, 1999 were  $(25,050,000) and $(34,685,000)  respectively.  Most of
these losses are attributed to the auto segment. Although losses have continued,
losses from the auto segment have  decreased  from 1999 largely due to favorable
developments  in loss ratios.  The Company is  continuing  to seek and implement
rate increases and other underwriting actions to further improve  profitability.
Additionally,  the Company's  volume of nonstandard  auto business appears to be
increasing.  As the Company increases  premium volume,  the expense ratio should
reduce.  Auto  segment  losses in the third  quarter  were  further  impacted by
$2,632,000 realized losses due to the repositioning of the investment portfolio.
The crop segment reported a pre-tax loss of approximately  $(12,388,000) for the
third  quarter.  This loss was a result of  unfavorable  development of hail and
named peril losses,  an increase of AgPI reserves,  and  additional  reinsurance
costs. Although the Company has taken a number of actions to address the factors
that have  contributed  to these past  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  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  subsidiaries  write  business and, in the case of IGF, the
Federal  Crop   Insurance   Corporation   ("FCIC").   Moreover,   the  insurance
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  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.


<PAGE>



As previously reported, 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  hearing  is
scheduled for December 8, 2000.  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,  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 may adversely affect
the Company's operations.

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 SIG'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
interest  payments  that were due  February  and August 2000 and may continue to
defer such  payments for up to five years as permitted by the  indenture for the
Preferred  Securities.  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  additional  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 the cash flows of SIG.

The Terms of the Strategic Alliance Agreement May Adversely Impact the
Operations of IGF

As previously reported,  on February 28, 1998 the Company, IGF and IGF Holdings,
Inc.  entered  into a Strategic  Alliance  Agreement  ("SAA")  with  Continental
Casualty  Company ("CNA") under which the Company assumed the multiple peril and
crop  hail  insurance  operations  of  CNA.  The  SAA  provides  for  continuous
reinsurance  by CNA of a portion of the  multiple  peril and crop hail  business
written by the Company. The SAA also includes a put mechanism whereby IGF may be
required to purchase all of such  business  from CNA and  terminate  the ongoing
reinsurance relationship at a purchase price based upon a multiple of historical
income from the reinsured  business.  The put mechanism  becomes  exercisable on
January 1, 2001.  The Company is currently  in  discussions  with CNA  regarding
possible  alternatives to the put mechanism.  There can be no assurance that CNA
will not  exercise  the put  mechanism  and in the event CNA  exercised  the put
mechanism, IGF would not have sufficient funds to meet its obligation to CNA.

New Statutory Accounting Standards

As previously  reported,  the NAIC has recommended  certain changes in statutory
accounting practices to become effective January 1, 2001. These  recommendations
are intended to provide greater consistency for statutory reporting entities and
to expand current  guidance in certain areas.  The IDOI and FDOI are expected to
adopt substantially all of the proposed amendments.


<PAGE>



The Company has completed a preliminary  analysis of the effect on the statutory
surplus of its insurance subsidiaries of such proposed changes. The consolidated
statutory  surplus  of  insurance  subsidiaries  as of  September  30,  2000  is
$43,503,000.  Based on this analysis,  management believes that there will be no
significant  impact to the surplus of Superior as a result of  implementing  the
proposed  changes  in  accounting  standards.  The  impact  to Pafco  and IGF is
expected  to be a material  reduction  in  statutory  surplus  of  approximately
$5,600,000 and $3,500,000, respectively.  Management is currently evaluating the
ongoing  surplus  requirements  of  Pafco  and IGF.  The  Company  is  exploring
alternatives  for  infusion  of  capital  to  these  subsidiaries.  Some  of the
alternatives being considered may require prior regulatory  approval,  and there
can be no assurance that such regulatory approval would be obtained.

IGF May Experience Increased Interest Costs

As of  September  30,  2000,  IGF had a revolving  bank line of credit ("the IGF
Revolver"),  which had an outstanding  balance of $0 and which is now cancelled.
The Company is in the process of  obtaining a  replacement  line.  Historically,
this  credit  facility  was  used to  better  enable  IGF to meet  the  seasonal
liquidity needs of the crop business.  The weighted average interest rate on the
IGF Revolver was 8.61% and 6.83% with  interest  expense  totaling  $239,000 and
$312,000 for the nine months ended September 30, 2000 and 1999 respectively.

IGF has reported a loss of $4,469,000 through the third quarter and as such, may
experience  increased  interest costs  associated with negotiating a replacement
credit  line.  Management  is working to replace  the line and expects to have a
credit  facility  in place  prior to the end of 2000.  However,  there can be no
assurance the Company will obtain a replacement  credit line or that  management
will not have to seek alternative financing at higher interest costs.

REVIEW OF CONSOLIDATED OPERATIONS

Net Loss
For the three and nine months ended  September 30, 2000, the Company  recorded a
net loss of $(25,911,000)  and  $(34,649,000),  or $(4.49) and $(5.94) per share
(basic and  diluted).  This is an  increase  from the net loss for the three and
nine months ended  September 30, 1999 of  $(12,004,000)  and  $(15,026,000),  or
$(2.12) and $(2.60) per share (basic and diluted).

Losses  before taxes and interest on Preferred  Securities  for the  nonstandard
automobile segment showed a loss of $(7,906,000) and $(17,943,000) for the three
and nine months ended September 30, 2000 compared to losses of $(16,838,000) and
$(27,890,000)  for the three and nine months ended  September 30, 1999.  Reduced
losses in the auto segment for 2000 are primarily due to an  improvement  in the
loss ratio and a reduction in fixed expenses.

Losses before taxes and interest on Preferred  Securities for the three and nine
months  ended  September  30,  2000  in  the  crop  segment  showed  a  loss  of
$(12,388,000)  and  $(5,231,000)  which compares to losses of  $(8,003,000)  and
$(4,636,000) for the same periods in 1999. The increase in losses were primarily
due to unfavorable  development  in AgPI  reserves,  higher hail and named peril
loss ratios, as well as an increase in reinsurance costs.

Losses  before  taxes and  interest on Preferred  Securities  for the  corporate
segment were  $(2,752,000)  and $(1,876,000) for the three and nine months ended
September  30, 2000 and  $(1,803,000)  and  $(2,159,000)  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 an increase
in general and administrative expenses.

Gross Premiums Written
Gross premiums written for the nonstandard  automobile  segment  decreased 20.8%
and 27.0% for the three and nine months ended September 30, 2000 compared to the
three and nine months ended  September  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  increased  237.7% and 5.5% for the
three and nine months ended  September  30, 2000 compared to the same periods in
1999.  Due to timing,  prior year  figures for the third  quarter  were based on
estimates.  Due to the  seasonality of the crop business,  most of the crop hail
premiums  are  processed  by the end of the third  quarter.  Third  quarter 2000
premiums  were booked on actual  results and were  higher  than  expected.  Crop
premiums  (expressed in thousands) for the three and nine months ended September
30 are as follows:


<PAGE>
<TABLE>
<CAPTION>



                                           Three Months Ended September 30,        Nine Months Ended September 30,
                                               2000                 1999              2000               1999

<S>                                            <C>                 <C>                <C>              <C>
Catastrophic imputed                           $2,500              $(3,275)           $27,000          $27,507
MPCI                                           18,681               (4,254)           162,420          148,985
Crop hail and named perils                     15,766               14,455             57,495           59,367
AgPI  (1)                                           0                    0                  0               96
                                                    -                    -                  -               --
                                               36,947                6,926           $246,915          235,955
Less:  Catastrophic imputed                    (2,500)               3,275            (27,000)         (27,507)
                                               -------               -----            --------         --------
                                              $34,447              $10,201           $219,915         $208,448
                                              =======              =======           ========         ========
(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 nine
months ended September 30 are as follows:

                                                              2000        1999

Nonstandard automobile                                       27.6%           0%
Crop hail                                                    52.4%        69.4%
Named peril                                                  10.0%        50.0%

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 and named  peril lines of business
resulting in a decrease in the quota share cession rates.

Fee Income
Fee income  increased  16% and 5% for the three and nine months ended  September
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 fourth quarter 1999 and
first  quarter 2000 on which  billing and other fees on this  business are still
being realized.

Net Investment Income
Net  investment  income  decreased  16% for the  three  and  nine  months  ended
September 30, 2000 as compared to the  corresponding  periods of the prior year.
The current year  decrease was due to a reduction 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 nine months  ended  September  30, 2000 was 83.1% and 82.7% of net  premiums
earned as  compared  to 92.7% and 87.7% for the  corresponding  periods in 1999.
This  improvement is due to premium rate increases and favorable  development on
prior reserve estimates.

The loss and LAE ratio for the Company's  crop  insurance  segment for the three
and nine months ended  September 30, 2000, was 147.0% and 132.0% of net premiums
earned.  The loss and LAE ratio for 2000  includes  unfavorable  development  on
prior year loss and LAE reserves of  $5,752,000.  This  includes  $5,200,000  of
additional  loss and LAE reserves  booked  through the third quarter 2000 on the
AgPI line of business written by the Company in 1998.


<PAGE>



Policy Acquisition and General and Administrative Expenses
Policy acquisition and general and administrative  expenses were $24,507,000 and
$55,137,000 or 30.5% and 15.5% of gross premiums  written for the three and nine
months ended September 30, 2000 compared to $31,528,000 and $66,641,000 or 46.6%
and  16.9% of gross  premiums  written  in the  corresponding  periods  of 1999.
Overall  expenses  in the first nine months of 2000 versus the first nine months
of 1999 decreased by $11,504,000.

Nonstandard  auto expenses were  $51,864,000 and $69,929,000 for the nine months
ended September 30, 2000 and September 30, 1999,  respectively.  The decrease in
expenses of  $18,065,000  is  primarily  attributable  to the ceding  commission
earned through a quota share agreement  effective January 1, 2000, a decrease in
other expenses due to the decrease in written premiums, and a decrease in salary
expense.

Crop  expenses  increased  $4,316,000  from  September 30, 1999 to September 30,
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 increase in crop expenses are  attributable  to an
increase in reinsurance costs. Prior year figures also include higher MPCI gains
due to estimated  above average  yields  through the third quarter of 1999.  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.

Provision (Benefit) for Income Taxes
At September  30, 2000 the  Company's  net tax assets are fully offset by a 100%
valuation allowance of approximately  $32,009,000.  The tax benefit accruing for
the first  nine  months  of 2000  which has been  offset by an  increase  in the
allowance is  approximately  $8,875,000.  This  resulted in no tax benefit being
reflected for the nine months ended September 30, 2000.

REVIEW OF CONSOLIDATED FINANCIAL CONDITION

Investments
Total  investments  as  of  September  30,  2000  and  December  31,  1999  were
$146,595,000 and  $195,617,000,  respectively.  The decrease of $49,022,000 is a
result of the sale of fixed maturities to fund operating losses.  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 September  30, 2000 and December
31,  1999 were  $46,107,000  and  $35,807,000,  respectively.  This  increase is
attributable to the seasonality of cash flow related to the crop segment.

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 $1,864,000 at September 30, 2000.

Accounts Receivable
Receivables as of September 30, 2000 and December 31, 1999 were $171,088,000 and
$92,446,000,  respectively.  However,  the Company  believes that the balance is
more  comparable  to the September  30, 1999 balance of  $145,025,000.  The crop
portion  of the  receivable  balance  as of  September  30,  2000  and  1999 was
$112,711,000  and  $86,824,000.  This 29.8%  increase is due to a portion of the
reinsurance  balances being applied to the accounts  receivable balance in 1999.
Nonstandard  auto  receivable  balances as of  September  30, 2000 and 1999 were
$55,901,000 and  $62,053,000,  respectively.  The decrease in receivables is, in
part, due to a decline in written premium..


<PAGE>



Reinsurance Recoverables and Prepaid Reinsurance Premiums
Reinsurance  recoverables  were $159,148,000 and $88,293,000 as of September 30,
2000 and December 31, 1999,  respectively.  However the reinsurance  recoverable
balance is more  effectively  compared  to the  September  30,  1999  balance of
$225,843,000. This is primarily due to the cyclical nature of the crop business.
Of the total reinsurance recoverable balance, as of September 30, 2000 and 1999,
$127,400,000  and  $217,532,000,  respectively  pertain  to crop  business.  The
decrease in crop is due to a decrease in the MPCI ceded loss reserves as well as
a decrease  in the MPCI  underwriting  gain  receivable.  The  nonstandard  auto
recoverables  were  $26,984,000 and $1,910,000 for the periods ending  September
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  $49,520,000 and $10,259,000 as of September
30, 2000 and  December  31, 1999,  respectively.  This  prepaid  balance is more
effectively  compared to the September 30, 1999 balance of $28,477,000.  Prepaid
reinsurance  premiums  on  nonstandard  auto  totaled  $19,756,000  and $0 as of
September 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 September 30, 2000 and December
31, 1999, were $8,291,000 and $13,920,000  respectively.  DAC is more comparable
to the prior year, September 30, 1999 balance of $12,509,000.  The change in DAC
is largely attributed to the nonstandard auto segment. Balances at September 30,
2000 and 1999  were  $7,617,000  and  $12,068,000,  respectively.  The  decrease
relates to decreases  in premiums  written and unearned  premium  reserves.  The
decrease is also due, in part, to a quota share agreement  effective January, 1,
2000. 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 September 30, 2000
and  December  31,  1999,  respectively.  The Company has  recorded an allowance
reserve of 100% on  $32,009,000  of its federal  income tax  recoverables  as of
September 30, 2000. 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 $3,022,000
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,  acquisition  of the  minority  interest in Superior  Insurance  Group
Management,  Inc., the  acquisition of North  American Crop  Underwriters,  Inc.
("NACU"), and Preferred Security issuance costs.

Loss and Loss Adjustment Expense Reserves
Total loss and LAE reserves  increased from $219,918,000 as of December 31, 1999
to  $248,277,000  as of September 30, 2000.  The total  increase in loss and LAE
reserves is approximately $28,359,000.

Nonstandard auto reserves declined $25,280,000 for the first nine months of 2000
and $6,045,000  during the third quarter.  This decrease is consistent  with the
declining volume in nonstandard auto business and favorable  development of loss
ratios.  Reserves for crop insurance  increased  $58,096,000  for the first nine
months of 2000 due to  seasonality  of the crop business and an increase in AgPI
reserves of $5,200,000.  The remaining  change in reserve is attributable to the
corporate segment.


<PAGE>



Unearned Premium
The unearned  premium reserve  increased by $9,426,000 from December  31,1999 to
September 30, 2000. Gross unearned premium was $99,433,000 and $90,007,000 as of
September 30, 2000 and December 31, 1999,  respectively.  However, this unearned
premium balance is more  effectively  compared to the September 30, 1999 balance
of $117,320,000.  The unearned  premium  decreased by $17,887,000 from September
30, 1999 to September  30, 2000.  Nonstandard  auto unearned  premium  decreased
during this period by  $20,544,000.  This decrease is due to a nonstandard  auto
quota  share  reinsurance  agreement  effective  January 1,  2000,  as well as a
decrease in written  premium  volume.  In contrast,  crop  increased in unearned
premium by $2,070,000 for the same period.  Crop unearned premium  increased due
to the Company retaining more hail and named peril premium in 2000 than in 1999.

Reinsurance Payables
Reinsurance  payables  increased  by  $140,937,000  from  December  31,  1999 to
September 30, 2000. Crop payables increased from year end by $98,712,000 through
September 30, 2000 due to the cyclical nature of the crop business.  Nonstandard
auto increased by $44,724,000  from December 1999 due to a quota share agreement
effective January 1, 2000.

Notes Payable
Notes payable includes the IGF Revolver which on September 30, 2000 and December
31, 1999 had outstanding balances of $0 and $15,000,000,  respectively, which is
now  terminated.  This  change  in the  balance  is due to the fact that IGF had
available cash on September 30, 2000 in excess of operating needs as a result of
increased  collections.  The weighted  average interest rate on the IGF Revolver
was 8.61% for the nine months  ended  September  30, 2000 and 6.83% for the nine
months ended September 30, 1999.

Notes payable also include a $1,000,000 note due July 1, 2001 on the purchase of
NACU which bears no interest. The balance of notes payable at September 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%.

Stockholders' Deficit
Stockholders'  deficit has increased  $13,403,000  from December 31, 1999.  This
decrease  reflects  the impact of current  year  purchases on the open market by
Granite and Granite Re of the Preferred  Securities valued at $21,763,000 offset
by a net loss of $34,649,000 for the nine months ended September 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 premiums are
required to be paid in full to the FCIC by the Company. Uncollected premiums, if
not paid by a specified date during the crop year, accrue interest at 15%.


<PAGE>



As a result  of the cash  flow  patterns  of the crop  insurance  industry,  IGF
historically  has  relied  upon the IGF  Revolver  to meet  seasonal  needs  for
liquidity.  As this  line is no  longer  in  effect,  management  is  seeking  a
replacement  credit facility and expects a new line to be in place by the end of
2000. If management is unable to obtain a replacement line of credit, then other
sources of financing would be pursued to meet operational cash requirements.

 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
filing, the ability of the insurance  subsidiaries to pay fees may be limited by
regulatory action. SIG deferred the semi-annual  Preferred  Securities  interest
payments in February and August 2000.

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

o     SIG  may  not  incur   additional   indebtedness   or guarantee additional
      indebtedness.
o    SIG 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    SIG 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 SIG's  consolidated  coverage ratio was
(4.06) as of  September  30,  2000,  and will  continue to apply until the SIG's
consolidated coverage ratio exceeds the amount set forth in the indenture.

The Company's  consolidated  total assets of  $654,563,000 at September 30, 2000
increased $134,641,000 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 September 30, 2000, the Company had $46,107,000 of cash, cash  equivalents
and short-term  investments  available to meet short-term  operating cash needs.
This was an increase of $10,300,000 from the December 31, 1999 balance.

The Company's portfolio of fixed maturities reduced to $124,796,000 at September
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  in  operating  activities  at  September  30,  2000  aggregated
$16,565,000 compared to cash used in operations of $7,013,000 for the comparable
period in 1999. This decrease in net cash of $9,552,000  results from a negative
change in operating assets and liabilities.

Net cash provided from investing  activities of $40,118,000  for the nine months
ended  September  30, 2000  compares  to cash used in  investing  activities  of
$3,322,0000  for the comparable  period in 1999. Such increase was due primarily
to the sale 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.




<PAGE>



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.

                  On October 4, 2000,  the plaintiff in a case filed on November
                  26, 1996 in the  Circuit  Court for Lee County  entitled  Raed
                  Awad v. Superior Guaranty Insurance Company, et. al., Case No.
                  96-9151  CA  LG  obtained   certification   as  a  class.  The
                  plaintiffs  allege that the defendant  charged premium finance
                  service  charges in  violation  of Florida  law.  Discovery is
                  proceeding  in the  action.  Superior  Guaranty  believes  the
                  allegations of wrongdoing are without merit.

                  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 have since been  discontinued.  See
                  Note 6 "Commitments  and  Contingencies"  in the  consolidated
                  financial statements.  Since last reported,  all claims by the
                  policyholders  in the AgPI  lawsuits  have been settled by the
                  third party  carrier of the policies.  Over the  objections of
                  IGF,  the third party  carrier  settled some of the AgPI cases
                  for amounts in excess of policy  limits.  Cross claims  remain
                  pending in California  state court (King and Fresno  counties)
                  between  IGF and  other  defendants  in the  AgPI  cases,  and
                  discovery is  proceeding.  As of September  30, 2000,  IGF had
                  paid  an  aggregate  of  approximately   $28,626,000  to  AgPI
                  policyholders.  The Company  increased its reserves during the
                  third quarter by $3,800,000.  The unpaid  reserves for AgPI as
                  of  September  30,  2000  are  $11,074,000.   Certain  of  the
                  settlements   made  by  the  third  party   carrier   exceeded
                  established  reserves for the particular  cases involved.  The
                  Company does not believe it will ultimately be responsible for
                  the full amount of the  settlement  amounts  paid by the third
                  party  carrier;  however,  the Company  adjusted  its reserves
                  during  the  third  quarter  of  2000  for a  portion  of  the
                  settlement amounts paid by the third party carrier. Management
                  believes  that the  reserve is  sufficient  to meet all future
                  obligations.  There  can be no  assurance  that the  Company's
                  ultimate liability with respect to the settlements and pending
                  legal  proceedings  involving  the  policies  will  not have a
                  material adverse effect on the Company's results of operations
                  or financial position.

                  Superior  is a defendant  in a case filed  February 4, 2000 in
                  the Circuit Court for Dade County,  Florida  entitled  Medical
                  Re-Hab Center v. Superior Insurance Company. The case purports
                  to  be  brought  on  behalf  of  a  class  consisting  of  (i)
                  healthcare  providers  that  rendered  treatment  to  Superior
                  insureds  and  claimants  of Superior  insureds  and (ii) such
                  insureds and  claimants.  The plaintiff  alleges that Superior
                  reduced  medical  benefits  payable and improperly  calculated
                  interest in violation of Florida law. The Company believes the
                  claim is without  merit and intends to  vigorously  defend the
                  charges brought against it.
<PAGE>
                  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 hearing is
                  scheduled  for  December 8, 2000.  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.

                  Superior is a defendant in a case filed  September 15, 2000 in
                  the Circuit Court for Lee County,  Florida entitled Charles L.
                  Fulton,  D.C. v. Superior Insurance Company,  Case No. 00-7546
                  CA LG.  The case  purports  to be brought on behalf of a class
                  consisting of healthcare  providers that rendered treatment to
                  and obtained a valid assignment of benefits from Superior. The
                  plaintiff  alleges that Superior  reduced or denied claims for
                  medical  expenses  payable  to  the  plaintiff  without  first
                  obtaining a written  report in  violation  of Florida law. The
                  plaintiff also alleges that Superior  inappropriately  reduced
                  the amount of benefits  payable to the  plaintiff in breach of
                  Superior's contractual obligations to the plaintiff.  Superior
                  believes the allegations of wrongdoing in violation of law are
                  without  merit and  intends  to  vigorously  defend the claims
                  brought against it.

                  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.

<PAGE>

ITEM 2.  CHANGES IN SECURITIES
                  None
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
                  None
ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
                  None
ITEM 5.  OTHER INFORMATION
                  On October  25, 2000 the Nasdaq  Listing  and  Hearing  Review
                  Council   affirmed   the   decision  of  the  Nasdaq   Listing
                  Qualifications  Panel  to  delist  SIG's  securities  from the
                  Nasdaq National  Market.  SIG's common stock is trading on the
                  OTC Bulletin Board as SIGC.OB.

                  The  Company's  common  stock is trading  on the OTC  Bulletin
                  Board as GNCNF.OB and on the Toronto Stock Exchange as GNC.

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 reporting under
                      Item 4 changes in registrants certifying accountants.

                      The Company filed an 8-K on July 11, 2000 reporting  under
                      Item 5 that Nasdaq has  determined to delist the Company's
                      securities.


<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:                                               By:
                                                         Alan G. Symons
                                                         Chief Executive Officer



Dated:                                               By:
                                                         Earl R. Fonville
                                                         Vice President and
                                                         Chief Financial Officer