Delaware Investments: DDF - SCTOI/A dated 7/2/07
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 2007
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
(Name of Subject Company)
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
(Name of Filing Person (Issuer))
SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
245915103
(CUSIP Number of Class of Securities)
David F. Connor, Esq., Secretary
Delaware Investments Dividend and Income Fund, Inc.
2005 Market Street
Philadelphia, Pennsylvania 19103
215-255-8864
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)
CALCULATION OF FILING FEE
TRANSACTION VALUATION $8,042,250 (a) AMOUNT OF FILING FEE: $1,609(b)
(a) Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as
amended, the transaction value was calculated by multiplying 550,462 shares of
Common Stock of Delaware Investments Dividend and Income Fund, Inc. by $14.61,
the Net Asset Value per share as of the close of ordinary trading on the New
York Stock Exchange on May 25, 2007
(b) Calculated as 1/50 of 1% of the Transaction Valuation.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $1,609
Form or Registration No.: Schedule TO
Filing Party: Delaware Investments Dividend and
Income Fund, Inc.
Date Filed: June 1, 2007
/_/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/_/ third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/_/ going-private transaction subject to Rule 13e-3.
/_/ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: /_/
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on July 2, 2007 by Delaware
Investments Dividend and Income Fund, Inc., a Maryland corporation (the "Fund"),
relating to an offer to purchase for cash up to 550,462 shares of its issued and
outstanding common stock, par value $0.01 per share, amends such Issuer Tender
Offer Statement on Schedule TO to add an additional exhibit in accordance with
Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as
amended.
ITEM 12. EXHIBITS.
(a)(5)(i) Press Release dated July 2, 2007.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DELAWARE INVESTMENTS DIVIDEND
AND INCOME FUND, INC.
/s/Patrick P. Coyne
Patrick P. Coyne
Chairman, Director, President and
Chief Executive Officer
July 2, 2007
[DELAWARE INVESTMENTS LOGO]
2005 Market Street
Philadelphia, PA 19103-7094
FOR IMMEDIATE RELEASE
Contact: Ayele Ajavon Laurel O'Brien
Corporate Communications Corporate Communications
Delaware Investments Delaware Investments
215.255.1632 215.255.1520
aajavon@delinvest.com lobrien@delinvest.com
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
ANNOUNCES EXPIRATION OF TENDER OFFER
PHILADELPHIA, July 2, 2007-- Delaware Investments Dividend and Income Fund, Inc.
(NYSE: DDF) (the "Fund"), a closed-end management investment company, today
announced the preliminary results of its tender offer for up to 550,462 shares
of its common stock representing up to five percent of its issued and
outstanding shares of common stock. The offer expired at 11:59 p.m., New York
City time, on Friday, June 29, 2007. Based on current information, approximately
1,040,862.6736 shares of common stock, or approximately 9.4544 percent of the
Fund's common stock outstanding, were tendered through the expiration date. This
total includes shares tendered pursuant to notices of guaranteed delivery.
Because the number of shares tendered exceeded 550,462 shares, the number of
shares that will be purchased by the Fund will be pro-rated based on the number
of shares properly tendered by each shareholder. No more than a total of 550,462
properly tendered shares will be accepted for cash payment at a price equal to
the Fund's net asset value ("NAV") as of the close of regular trading on the New
York Stock Exchange on July 2, 2007. The final number of shares validly tendered
and accepted pursuant to the tender offer will be announced at a later date.
Payment for shares tendered and accepted is expected to be sent to tendering
shareholders within approximately ten business days after the expiration date.
The Fund is a diversified closed-end fund. The Fund's primary investment
objective is to seek high current income; capital appreciation is a secondary
objective. The Fund seeks to achieve its objectives by investing, under normal
circumstances, at least 65 percent of its total assets in income-generating
equity securities, including dividend-paying common stocks, convertible
securities, preferred stocks and other equity-related securities. Up to 35
percent of the Fund's total assets may be invested in non-convertible debt
securities consisting primarily of high-yield, high-risk corporate bonds. In
addition, the Fund utilizes leveraging techniques in an attempt to obtain a
higher return for the Fund. There is no assurance that the Fund will achieve its
investment objectives.
In 1995, the Fund implemented a managed distribution policy. Under the policy,
the Fund is managed with a goal of generating as much of the dividend as
possible from ordinary income (net investment income and short-term capital
gains). The balance of the dividend then comes from long-term capital gains and,
if necessary, a return of capital.
Delaware Investments is the marketing name for Delaware Management Holdings,
Inc. and its affiliates.
www.delawareinvestments.com
[DELAWARE INVESTMENTS LOGO]
2005 Market Street
Philadelphia, PA 19103-7094
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
ANNOUNCES EXPIRATION OF TENDER OFFER
About Delaware Investments
Delaware Investments, an affiliate of Lincoln Financial Group, is a
Philadelphia-based diversified asset management firm with more than $150 billion
in assets under management as of March 31, 2007. Through a broad range of
managed accounts and portfolios, mutual funds, retirement accounts, sub-advised
funds, education savings plans and other investment products, Delaware
Investments provides investment services to individual investors and to
institutional investors such as private and public pension funds, foundations,
and endowment funds. Delaware Investments is the marketing name for Delaware
Management Holdings, Inc. and its subsidiaries. For more information on Delaware
Investments, visit the company at www.delawareinvestments.com Lincoln Financial
Group is the marketing name for Lincoln National Corporation and its affiliates.
Fore more information on Lincoln Financial Group, visit www.lfg.com.
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Delaware Investments is the marketing name for Delaware Management Holdings,
Inc. and its affiliates.
www.delawareinvestments.com