AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JULY 11, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1 )
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
(Name of Issuer)
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
(Name of Person Filing Statement)
SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
245915103
---------
(CUSIP Number of Class of Securities)
Michael T. Pellegrino, Esq., Assistant Secretary
Delaware Group 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 Person(s)
Filing Statement)
CALCULATION OF FILING FEE: PREVIOUSLY PAID
/ / 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: /X/
EXPLANATORY NOTE
This Amendment No. 1 to the Issuer Tender Offer
Statement on Schedule TO ("Amendment No. 1") of the Delaware
Group Dividend and Income Fund, Inc. (the "Fund"), hereby
amends and supplements the Fund s Issuer Tender Offer
Statement on Schedule TO originally filed with the Securities
and Exchange Commission on June 1, 2000 (the "Statement"), in
connection with a tender offer by the Fund to purchase up to
10% of its issued and outstanding shares of common stock
("Common Stock"), par value $0.01 per share (the "Shares"),
for cash at a price equal to the Fund s net asset value per
share as of 4:00 p.m., New York City time, on June 30, 2000
(the "Tender Offer"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 1,
2000 (the "Offer to Purchase") and the related Letter of
Transmittal (the "Letter of Transmittal"). Copies of the
Offer to Purchase and Letter of Transmittal were previously
filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Statement.
This Amendment No. 1 reports the results of the Tender Offer
and constitutes the final amendment to the Statement pursuant
to Rule 13e-4(c)(4) under the Securities Exchange Act of
1934.
The Tender Offer terminated at 5:00 p.m., New York City
time, on June 29, 2000 (the "Expiration Date"). Pursuant to
the Tender Offer, 2,143,949.025 Shares, or approximately 15%
of the Fund s Common Stock as of the Expiration Date, were
validly tendered and not withdrawn. In accordance with the
terms and conditions of the Tender Offer, the Fund has
accepted for payment 1,430,700 Shares or 10% of its Common
Stock, at a price equal to $12.17 per share, the Fund s net
asset value per share as of 4:00 p.m., New York City time, on
June 30, 2000, for an aggregate purchase price of
$17,411,619.00. Since more than 10% of the Fund s Common
Stock was validly tendered and not withdrawn, the Fund
purchased Shares from all tendering shareholders on a pro
rata basis (at a ratio of approximately 0.667%). Payment for
the Shares was mailed prior to the date hereof. The Schedule
TO is hereby terminated.
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 to Holders of
Common Stock.*
(a)(1)(iii) Letter to Brokers, Dealers,
Commercial Banks, Trust Companies
and Other Nominees.*
(a)(1)(iv) Letter to Clients and Client Letter
of Instructions to Holder of Record
of Client Shares.*
(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 15, 2000.**
(a)(6) Press Release dated July 11, 2000.
(b) Not applicable.
(d)(1) Form of Depositary Agreement between
the Fund and ChaseMellon Shareholder
Services, L.L.C. dated as of
May 26, 2000.*
(d)(2) Form of the Information Agent Letter
Agreement with ChaseMellon
Shareholder Services, L.L.C. dated
May 22, 2000.*
(d)(3) Investment Management Agreement with
Delaware Management Company dated
January 1, 1999.*
(d)(4) Form of Transfer Agency Agreement
with ChaseMellon Shareholder
Services, L.L.C. dated
March 18, 1993.*
(d)(5) Fund Administration and Accounting
Agreement with Delaware Service
Company, Inc. dated July 1, 1998.*
(d)(6) Custodian Agreement between the Fund
and The Chase Manhattan Bank, N.A.,
dated May 1, 1996, as amended
November 20, 1997.*
(g) Not applicable.
(h) Not applicable.
------------------------
* Previously filed on Schedule TO via EDGAR on
June 1, 2000.
** Previously filed on Schedule TO via EDGAR on
May 15, 2000.
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 GROUP DIVIDEND AND INCOME FUND, INC.
/s/Michael T. Pellegrino
----------------------------
Michael T. Pellegrino
Assistant Vice President and
Assistant Secretary
July 11, 2000
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 to Holders of Common
Stock.*
(a)(1)(iii) Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(1)(iv) Letter to Clients and Client Letter of
Instructions to Holder of Record of Client
Shares.*
(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 15, 2000.**
(a)(6) Press Release dated July 11, 2000.
(b) Not applicable.
(d)(1) Form of Depositary Agreement between the Fund
and ChaseMellon Shareholder Services, L.L.C.
dated as of May 26, 2000.*
(d)(2) Form of the Information Agent Letter Agreement
with ChaseMellon Shareholder Services, L.L.C.
dated May 22, 2000.*
(d)(3) Investment Management Agreement with Delaware
Management Company dated January 1, 1999.*
(d)(4) Form of Transfer Agency Agreement with
ChaseMellon Shareholder Services, L.L.C. dated
March 18, 1993.*
(d)(5) Fund Administration and Accounting Agreement
with Delaware Service Company, Inc. dated
July 1, 1998.*
(d)(6) Custodian Agreement between the Fund and The
Chase Manhattan Bank, N.A., dated May 1, 1996,
as amended November 20, 1997.*
(g) Not applicable.
(h) Not applicable.
-------------------------
* Previously filed on Schedule TO via EDGAR on
June 1, 2000.
** Previously filed on Schedule TO via EDGAR on
May 15, 2000.
