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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated average burden hours per response...14.5
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
DELTA FINANCIAL CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
(CUSIP Number)
Mohnish Pabrai
Pabrai Investment Funds
114 Pacifica
Suite 240
Irvine, CA 92618-3321
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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247918105
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Page
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2
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of
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12
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1
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NAMES OF REPORTING PERSONS
The Pabrai Investment Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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130,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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130,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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130,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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247918105
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Page
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3
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of
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12
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1
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NAMES OF REPORTING PERSONS
Pabrai Investment Fund 3, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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860,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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860,000`
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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860,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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247918105
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Page
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4
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of
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12
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1
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NAMES OF REPORTING PERSONS
The Pabrai Investment Fund IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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940,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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940,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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940,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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247918105
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Page
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5
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of
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12
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1
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NAMES OF REPORTING PERSONS
Dalal Street, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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00
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,960,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,960,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,960,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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247918105
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Page
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6
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of
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12
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1
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NAMES OF REPORTING PERSONS
The Dakshana Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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40,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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40,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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40,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Less than one-tenth of 1%
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CUSIP No.
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247918105
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Page
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7
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of
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12
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1
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NAMES OF REPORTING PERSONS
Mohnish Pabrai
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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00
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
|
8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,000,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,000,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.5%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
247918105
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|
Page 8 of 12
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Item 1.
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Security and Issuer
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This Amendment No. 1 (this “Amendment”) to Schedule 13D is being filed on behalf of the undersigned
to amend the Schedule 13D dated October 16, 2007 (the “Schedule 13D”), relating to the common
stock, par value $0.01 per share (the “Common Stock”), of Delta Financial Corporation, a Delaware
corporation (the “Issuer”). The Issuer’s principal executive offices are located at 1000 Woodbury
Road, Suite 200, Woodbury, New York 11797. Unless otherwise indicated, all capitalized terms used
herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety, as follows:
(a) As of the date hereof, each of the Reporting Persons are the owners of the following
number of shares of Common Stock, which represent the percentage of the outstanding shares of
Common Stock, based upon the 23,611,861 shares of Common Stock reported by the Issuer to be issued
and outstanding as of November 6, 2007, as reported in the Form 10-Q for the fiscal quarter ended
September 30, 2007, filed with the Securities and Exchange Commission on November 8, 2007:
(i) PIF2 directly beneficially owns 130,000 shares of Common Stock, constituting 1.0% of the
outstanding shares of Common Stock;
(ii) PIF3 directly beneficially owns 860,000 shares of Common Stock, constituting 3.6% of the
outstanding shares of Common Stock;
(iii) PIF4 directly beneficially owns 940,000 shares of Common Stock constituting 4.0% of the
outstanding shares of Common Stock;
(iv) Dalal Street has beneficial ownership of 1,960,000 shares of Common Stock constituting
8.4% of the outstanding shares of Common Stock, which amount includes all of the shares of Common
Stock beneficially owned by the PIF Funds (on account of its position as the sole investment
manager thereof) and 30,000 shares beneficially owned directly by Dalal Street;
(v) Dakshana has beneficial ownership of 40,000 shares of Common Stock constituting less than
one-tenth of 1% of the outstanding shares of Common Stock; and
(vi) Mr. Pabrai has beneficial ownership of 2,000,000 shares of Common Stock constituting 8.5%
of the outstanding shares of Common Stock, which amount includes all of the Common Shares directly
owned by the PIF Funds (on account of his position as the sole executive officer and manager of
Dalal Street, which is the sole investment manager of each of the PIF Funds), Dalal Street (on
account of his position as the sole executive officer and manager thereof) and Dakshana (on account
of his position as the founder, catalyst and trustee thereof).
Dalal Street disclaims beneficial ownership of any shares owned by the PIF Funds, except to
the extent of its pecuniary interest therein. Mr. Pabrai disclaims beneficial ownership
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CUSIP No.
247918105
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Page 9 of 12
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of any shares (i) owned by the PIF Funds, except to the extent of Dalal Street’s pecuniary
interest therein, or (ii) owned by Dakshana.
(b) Mr. Pabrai may be deemed to have shared power to direct the voting and disposition of the
2,000,000 shares of Common Stock owned by the Reporting Persons. Each of the Reporting Persons may
be deemed to have shared power to direct the voting and disposition of the shares of Common Stock
owned by it, as reflected in the responses to part (a) of this Item 5.
(c) Since the filing of the Schedule 13D, the Reporting Persons have sold the following shares
of Common Stock at the following per share prices, in brokers transactions effected on the open
market:
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Date
|
|
Shares
|
|
Per share Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIF2
|
|
12/6/07
|
|
|
1,402,000
|
|
|
$
|
.2601
|
|
|
PIF4
|
|
12/6/07
|
|
|
2,107,000
|
|
|
$
|
.1654
|
|
|
Dalal Street
|
|
12/7/07
|
|
|
53,000
|
|
|
$
|
.2007
|
|
|
Harina Kapoor
|
|
12/7/07
|
|
|
54,000
|
|
|
$
|
.1803
|
|
|
Mohnish Pabrai
|
|
12/7/07
|
|
|
50,000
|
|
|
$
|
.18
|
|
|
PIF3
|
|
12/11/07
|
|
|
160,001
|
|
|
$
|
.22
|
|
|
PIF3
|
|
12/12/07
|
|
|
883,999
|
|
|
$
|
.1245
|
|
(d) The limited partners of (or investors in) each of the PIF Funds participating in the
investments described herein have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock owned by the respective PIF Funds in
accordance with their respective ownership interests in their respective funds.
(e) Not applicable.
|
|
|
|
|
Item 7.
|
|
Material to Be Filed as Exhibits
|
Exhibit A — Joint Filing Agreement, dated as of December 14, 2007, by and among the Reporting
Persons.
|
|
|
|
|
CUSIP No.
247918105
|
|
Page 10 of 12
|
SIGNATURES
After reasonable 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.
Dated: December 14, 2007
|
|
|
|
|
|
THE PABRAI INVESTMENT FUND II, L.P.
|
|
|
By:
|
Dalal Street, LLC, Its General Partner
|
|
|
|
|
|
By:
|
/s/ Mohnish Pabrai
|
|
|
|
|
Mohnish Pabrai, Chief Executive Officer
|
|
|
|
|
|
|
|
|
PABRAI INVESTMENT FUND 3, LTD.
|
|
|
|
By:
|
/s/ Mohnish Pabrai
|
|
|
|
|
Mohnish Pabrai, President
|
|
|
|
|
|
|
|
|
THE PABRAI INVESTMENT FUND IV, L.P.
|
|
|
|
By:
|
Dalal Street, LLC, Its General Partner
|
|
|
|
|
|
By:
|
/s/ Mohnish Pabrai
|
|
|
|
|
Mohnish Pabrai, Chief Executive Officer
|
|
|
|
|
|
|
|
|
DALAL STREET, LLC
|
|
|
|
By:
|
/s/ Mohnish Pabrai
|
|
|
|
|
Mohnish Pabrai, Chief Executive Officer
|
|
|
|
|
|
|
|
|
THE DAKSHANA FOUNDATION
|
|
|
|
By:
|
/s/ Mohnish Pabrai
|
|
|
|
|
Mohnish Pabrai, Trustee
|
|
|
|
|
|
|
|
|
|
/s/ Harina Kapoor
|
|
Harina Kapoor
|
|
|
|
|
|
|
|
|
/s/ Mohnish Pabrai
|
|
Mohnish Pabrai
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
247918105
|
|
Page 11 of 12
|
EXHIBIT INDEX
|
|
|
|
|
EXHIBIT
|
|
DESCRIPTION
|
|
|
|
|
|
EXHIBIT A
|
|
JOINT REPORTING AGREEMENT
|
|
|
|
|
|
CUSIP No.
247918105
|
|
Page 12 of 12
|
EXHIBIT A
JOINT REPORTING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13D filed on or
about this date with respect to the beneficial ownership of the undersigned of shares of Delta
Financial Corporation is being filed on behalf of each of the parties named below.
Dated: December 14, 2007
|
|
|
|
|
|
|
THE PABRAI INVESTMENT FUND II, L.P.
|
|
|
|
|
|
By:
|
Dalal Street, LLC, Its General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Mohnish Pabrai
|
|
|
|
|
|
Mohnish Pabrai, Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
PABRAI INVESTMENT FUND 3, LTD.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Mohnish Pabrai
|
|
|
|
|
|
Mohnish Pabrai, President
|
|
|
|
|
|
|
|
|
|
|
|
THE PABRAI INVESTMENT FUND IV, L.P.
|
|
|
|
|
|
By:
|
Dalal Street, LLC, Its General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Mohnish Pabrai
|
|
|
|
|
|
Mohnish Pabrai, Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
DALAL STREET, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Mohnish Pabrai
|
|
|
|
|
|
Mohnish Pabrai, Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE DAKSHANA FOUNDATION
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Mohnish Pabrai
|
|
|
|
|
|
Mohnish Pabrai, Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Harina Kapoor
|
|
Harina Kapoor
|
|
|
|
|
|
|
|
|
/s/
Mohnish Pabrai
|
|
Mohnish Pabrai
|
|
|
|
|
|
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