Delaware Investments Dividend & Income Fund Inc - Tender offer statement by Issuer (SC TO-I)
May 30 2008 - 4:08PM
Edgar (US Regulatory)
|
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MAY 30, 2008
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
|
|
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
800-523-1918
(Name, Address and Telephone
Number of Person Authorized to Receive
Notices and Communications on Behalf
of Filing Person)
|
CALCULATION OF FILING FEE
|
|
|
TRANSACTION VALUATION
$5,506,548 (a) AMOUNT OF FILING FEE:
$1102 (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 522,939 shares of Common Stock of Delaware Investments
Dividend and Income Fund, Inc. by $10.53, the Net Asset Value per share as of
the close of ordinary trading on the New York Stock Exchange on May 23,
2008.
(b) Calculated as 1/50 of 1% of the
Transaction Valuation.
/ / 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:
____________________________________________________
Form or Registration No.:
____________________________________________________
Filing Party:
______________________________________________________________
Date Filed:
_______________________________________________________________
/ / 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: / /
1
EXPLANATORY NOTE
Copies of
the Offer to Purchase, dated May 30, 2008, and the Letter of Transmittal,
among other documents, have been filed by Delaware Investments Dividend and
Income Fund, Inc., as Exhibits to this Schedule TO, Tender Offer Statement (the
Schedule), pursuant to Section 13(e)(1) of the Securities Exchange Act of
1934, as amended (the Exchange Act). Unless otherwise indicated, all material
incorporated herein by reference in response to items or sub-items of this
Schedule is incorporated by reference from the corresponding caption in the
Offer to Purchase, including the information provided under those captions.
ITEM 1. SUMMARY TERM SHEET.
Reference is
hereby made to the Summary Term Sheet of the Offer to Purchase, which is
attached as Exhibit (a)(1)(i) and is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name
of the issuer is Delaware Investments Dividend and Income Fund, Inc., a
diversified, closed-end management investment company organized as a Maryland
corporation (the Fund). The principal executive offices of the Fund are
located at 2005 Market Street, Philadelphia, Pennsylvania 19103. The telephone
number is 1-800-523-1918.
(b) The
title of the subject class of equity securities described in the offer is shares
of Common Stock, par value $0.01 per share (the Shares). As of May 23, 2008
there were 10,458,774 Shares issued and outstanding.
(c) The
principal market in which the Shares are traded is the New York Stock Exchange.
For information on the high, low and closing (as of the close of ordinary
trading on the New York Stock Exchange on the last day of each of the Funds
fiscal quarters) net asset values and market prices of the Shares in such
principal market for each quarter during the past two fiscal years (as well as
the first fiscal quarter of 2008), see Section 8, Price Range of Shares of the
Offer to Purchase, which is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF
FILING PERSON.
(a) The name
of the filing person is Delaware Investments Dividend and Income Fund, Inc.
(previously defined as the Fund), a diversified, closed-end management
investment company registered under the Investment Company Act of 1940, as
amended (the 1940 Act) and organized as a Maryland corporation. The principal
executive offices of the Fund are located at 2005 Market Street, Philadelphia,
Pennsylvania 19103. The telephone number is 1-800-523-1918. The filing person is
the subject company. The members of the Board of Directors of the Fund are as
follows: Patrick P. Coyne (Chairman), Thomas L. Bennett, John A. Fry, Anthony D.
Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans
and J. Richard Zecher. Mr. Coyne is considered an interested person of the
Fund, as that term is defined in the 1940 Act, because of his affiliation with
the investment adviser of the Fund.
The
executive officers of the Fund are Patrick P. Coyne, Chairman, President and
Chief Executive Officer and Richard Salus, Senior Vice President and Chief
Financial Officer.
2
Correspondence to the Directors and executive officers of the Fund should
be mailed to c/o Delaware Investments Dividend and Income Fund, Inc., 2005
Market Street, Philadelphia, Pennsylvania 19103, Attn: Secretary.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The
Funds Board of Directors has determined to commence an offer to purchase up to
5%, or 522,939 Shares of the Funds issued and outstanding Common Stock. The
offer is for cash at a price equal to the Funds net asset value (NAV) as of
the close of ordinary trading on the New York Stock Exchange on June 30, 2008,
or such later date after which the offer is extended, upon the terms and subject
to the conditions set forth in the enclosed Offer to Purchase and the related
Letter of Transmittal (which together constitute the Offer).
A copy of
the Offer to Purchase and the Letter of Transmittal is attached hereto as
Exhibit (a)(1)(i) and Exhibit (a)(1)(ii), respectively, each of which is
incorporated herein by reference. For more information on the type and amount of
consideration offered to shareholders, the scheduled expiration date, extending
the Offer and the Funds intentions in the event of oversubscription, see
Section 1, Price; Number of Shares; Service Fee and Section 15, Extension of
Tender Period; Termination; Amendments of the Offer to Purchase. For
information on the dates relating to the withdrawal of tendered Shares, the
procedures for tendering Shares and withdrawing Shares tendered, and the manner
in which Shares will be accepted for payment, see Section 2, Procedures for
Tendering Shares, Section 3, Withdrawal Rights and Section 4, Payment for
Shares in the Offer to Purchase. For information on the federal income tax
consequences of the Offer, see Section 2, Procedures for Tendering Shares,
Section 10, Certain Effects of the Offer and Section 14, Certain Federal
Income Tax Consequences, in the Offer to Purchase.
(b) The Fund has been informed that
no Directors, officers or affiliates (as the term
affiliate is defined in Rule 12b-2 under the Exchange Act) of the Fund
intend to tender Shares pursuant to the Offer to Purchase and, therefore, the
Fund does not intend to purchase Shares from any officer, Director or affiliate
of the Fund pursuant to the Offer to Purchase.
ITEM 5. PAST CONTACTS, TRANSACTIONS,
NEGOTIATIONS AND AGREEMENTS.
(e)
Reference is hereby made to Section 7, Plans or Proposals of the Fund, Section
9, Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares and Section 16, Fees and Expenses of the Offer to
Purchase, which is incorporated herein by reference. Except as set forth
therein, the Fund does not know of any agreement, arrangement or understanding,
whether or not legally enforceable, between the Fund (including any of the
Funds executive officers or Directors, any person controlling the Fund or any
officer or director of any corporation or other person ultimately in control of
the Fund) and any other person with respect to any securities of the Fund. The
foregoing includes, but is not limited to: the transfer or the voting of
securities, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss, or the giving or withholding of
proxies, consents or authorizations.
ITEM 6. PURPOSES OF THE TRANSACTION AND
PLANS OR PROPOSALS.
(a)-(c)
Reference is hereby made to Section 6, Purpose of the Offer, Section 7, Plans
or Proposals of the Fund, Section 10, Certain Effects of the Offer and
Section 11, Source and Amount of Funds of the Offer to Purchase, which is
incorporated herein by reference. Except as noted herein and therein, the events
listed in Item 1006(c) of Regulation M-A are not applicable to the Fund
(including any of the Funds executive officers or Directors, any person
controlling the Fund or any officer or director of any corporation or other
person ultimately in control of the Fund).
3
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION.
(a)-(b)
Reference is hereby made to Section 11, Source and Amount of Funds of the
Offer to Purchase, which is incorporated herein by reference.
(d) Not applicable.
The
information requested by Item 1007(a), (b) and (d) of Regulation M-A is not
applicable to the Funds executive officers and Directors, any person
controlling the Fund or any executive officer or director of a corporation or
other person ultimately in control of the Fund.
ITEM 8. INTEREST IN SECURITIES OF THE
SUBJECT COMPANY.
(a)-(b)
Reference is hereby made to Section 9, Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares of the Offer to
Purchase, which is incorporated herein by reference. There have not been any
transactions in the Shares of the Fund that were effected during the past 60
days by the Fund.
In addition, based upon the Funds records and upon information provided
to the Fund by its Directors, executive officers and affiliates (as such term is
used in Rule 12b-2 under the Exchange Act), to the best of the Funds knowledge,
there have not been any transactions involving the Shares of the Fund that were
effected during the past 60 days by any executive officer or Director of the
Fund, any person controlling the Fund, any executive officer or director of any
corporation or other person ultimately in control of the Fund or by any
associate or subsidiary of any of the foregoing, including any executive officer
or director of any such subsidiary.
ITEM 9. PERSONS/ASSETS RETAINED,
EMPLOYED, COMPENSATED OR USED.
(a) No
persons have been employed, retained or are to be compensated by or on behalf of
the Fund to make solicitations or recommendations in connection with the Offer.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1)
Reference is hereby made to Section 9, Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares of the Offer to
Purchase, which is incorporated herein by reference.
(a)(2)-(5) Not applicable.
(b)
Reference is hereby made to the Offer to Purchase, which is incorporated herein
by reference.
ITEM 12. EXHIBITS.
|
(a)(1)(i)
|
|
Letter to
Shareholders from the President of the Fund and Offer to
Purchase.
|
|
(a)(1)(ii)
|
|
Letter of
Transmittal.
|
|
(a)(1)(iii)
|
|
Letter to
Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
|
4
|
(a)(1)(iv)
|
|
Letter to
Clients and Client Instruction Form.
|
|
(a)(1)(v)
|
|
Notice of
Guaranteed Delivery.
|
|
(a)(1)(vi)
|
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9.
|
|
(a)(2)
|
|
Not
applicable.
|
|
(a)(3)
|
|
Not
applicable.
|
|
(a)(4)
|
|
Not
applicable.
|
|
(a)(5)
|
|
Press
Release dated May 22, 2008.
1
|
|
(b)
|
|
Not
applicable.
|
|
(d)(1)
|
|
Form of
Depositary and Information Agent Agreement between the Fund and Mellon
Investor Services LLC.
|
|
(d)(2)
|
|
Investment
Management Agreement with Delaware Management Company dated January 1,
1999.
2
|
|
(d)(3)
|
|
Transfer
Agency Agreement with Mellon Investor Services LLC dated December 8,
2000.
3
|
|
(d)(4)
|
|
Fund
Accounting and Financial Administration Services Agreement with Mellon
Bank, N.A. dated October 1, 2007.
|
|
(d)(5)
|
|
Fund
Accounting and Financial Administration Oversight Agreement with Delaware
Service Company, Inc. dated October 1, 2007.
|
|
(d)(6)
|
|
Mutual Fund
Custody and Services Agreement with Mellon Bank, N.A. dated July 20,
2007.
|
|
(g)
|
|
Not
applicable.
|
|
(h)
|
|
Not
applicable.
|
______________________
1
Previously filed
on Schedule TO via EDGAR on May 22, 2008.
2
Incorporated by reference to
Exhibit (d)(2) of the Funds Issuer Tender Offer Statement on Schedule TO, filed
with the SEC on June 3, 2005.
3
Incorporated by reference to Exhibit (d)(3) of
the Funds Issuer Tender Offer Statement on Schedule TO, filed with the SEC on
June 3, 2005.
5
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.
|
|
|
|
|
Patrick P. Coyne
Chairman, Director, President and Chief Executive Officer
|
May 30, 2008
6
EXHIBIT INDEX
EXHIBIT
|
|
DESCRIPTION
|
(a)(1)(i)
|
|
Letter to Shareholders from the President of the Fund
and Offer to Purchase.
|
(a)(1)(ii)
|
|
Letter of Transmittal.
|
(a)(1)(iii)
|
|
Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
|
(a)(1)(iv)
|
|
Letter to Clients and Client Instruction Form.
|
(a)(1)(v)
|
|
Notice of Guaranteed Delivery.
|
(a)(1)(vi)
|
|
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
|
(d)(1)
|
|
Form of Depositary and Information Agent Agreement
between the Fund and Mellon Investor Services LLC.
|
(d)(4)
|
|
Fund
Accounting and Financial Administration Services Agreement with Mellon
Bank, N.A.
|
(d)(5)
|
|
Fund Accounting and Financial Administration Oversight
Agreement with Delaware Service Company, Inc.
|
(d)(6)
|
|
Mutual Fund Custody and Services Agreement with Mellon Bank,
N.A.
|
7
Delaware Investments Div... (NYSE:DDF)
Historical Stock Chart
From Jun 2024 to Jul 2024
Delaware Investments Div... (NYSE:DDF)
Historical Stock Chart
From Jul 2023 to Jul 2024