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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. )
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)
Eric E. Miller, Esq., 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)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION $17,826,522 (a) AMOUNT OF FILING FEE: $3,565.30 (b)
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(a) Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as
amended, and Rule 0-11(b)(1) thereunder, the transaction value was calculated by
multiplying 1,430,700 shares of Common Stock of Delaware Group Dividend and
Income Fund, Inc. by $12.46, the Net Asset Value per share as of 4:00 p.m. May
25, 2000.
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(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: / /
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EXPLANATORY NOTE
Copies of the Offer to Purchase, dated June 1, 2000, and the Letter of
Transmittal, among other documents, have been filed by Delaware Group Dividend
and Income Fund, Inc., as Exhibits to this Schedule TO, Tender Offer Statement,
pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934, as amended
(the "Schedule"). Unless otherwise indicated, all material incorporated herein
by reference into this Schedule in response to items or sub-items of this
Schedule is incorporated by reference to the corresponding caption in the Offer
to Purchase, including the information provided under those captions as being
incorporated in response thereto.
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 Group 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 1818 Market Street, Philadelphia, Pennsylvania 19103-3862. The
telephone number is (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 25, 2000 there were 14,307,000 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 4:00 p.m. on
the last day of each of the Fund's 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 2000), 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 Group 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 1818 Market Street,
Philadelphia, Pennsylvania 19103-3862. The telephone number is (800) 523-1918.
The filing person is the subject company. The members of the Board of Directors
of the Fund and their addresses are as follows: Wayne A. Stork, Philadelphia,
Pennsylvania; Walter P. Babich, King of Prussia, Pennsylvania; David K. Downes,
Philadelphia, Pennsylvania; John H. Durham, Horsham, Pennsylvania; Anthony D.
Knerr, New York, New York; Ann R. Leven, New York, New York; Thomas F. Madison,
Minneapolis, Minnesota; Charles E. Peck, Fredericksburg, Virginia; and Jan L.
Yeomans, St. Paul, Minnesota. Messrs. Stork and Downes are considered
"interested persons" of the Fund as that term is defined in the 1940 Act because
they are affiliated with the investment adviser of the Fund.
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The executive officers of the Fund and their addresses are as follows:
David K. Downes, President/Chief Executive Officer, Philadelphia, Pennsylvania;
Richard J. Flannery, Executive Vice President/General Counsel, Philadelphia,
Pennsylvania; H. Thomas McMeekin, Executive Vice President/Chief Investment
Officer, Fixed Income, Philadelphia, Pennsylvania; Eric E. Miller, Senior Vice
President/Secretary, Philadelphia, Pennsylvania; Richard G. Unruh, Jr.,
Executive Vice President/Chief Investment Officer, Equity, Philadelphia,
Pennsylvania; Joseph H. Hastings, Senior Vice President/Corporate Controller,
Philadelphia, Pennsylvania; Michael P. Bishof, Senior Vice President/Treasurer,
Philadelphia, Pennsylvania; and Lisa Brinkley, Senior Vice President/Compliance
Director, Philadelphia, Pennsylvania.
Correspondence to the Directors and executive officers of the Fund
should be mailed to c/o Delaware Group Dividend and Income Fund, Inc., 1818
Market Street, Philadelphia, Pennsylvania 19103.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The Fund's Board of Directors has determined to commence an offer
to purchase up to 10%, or 1,430,700 Shares of the Fund's issued and outstanding
Common Stock. The offer is for cash at a price equal to the Fund's net asset
value ("NAV") as of 4:00 p.m., New York City time, on June 30, 2000, 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 to
Holders of Common Stock 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 consideration offered to shareholders, the expiration
date, extending the Offer and the Fund's 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 procedures for tendering Shares and
withdrawing securities tendered, and the manner in which securities will be
accepted for payment, see Section 2. "Procedure 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. "Procedure for Tendering Shares," Section 10. "Certain Effects of
the Offer" and Section 14. "Certain U.S. 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 under Rule 12b-2 of the
Securities Exchange Act of 1934, as amended ("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 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 Fund's 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.
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ITEM 6. PURPOSE 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. The Shares acquired by the Fund will
become treasury shares and will be available for issuance by the Fund without
further shareholder action (except as required by applicable law or the rules of
national securities exchanges on which Shares are listed). To pay the aggregate
purchase price of Shares accepted for payment pursuant to the Offer, the Fund
anticipates that funds will be first derived from cash on hand, and then from
the proceeds from the sale of portfolio securities held by the Fund. With
respect to the management of the Fund, H. Thomas McMeekin has announced his
intention to resign from his positions with the Fund. As a result, it is
expected that Mr. McMeekin will not be reappointed to his positions with the
Fund at the Board of Directors' upcoming June 15, 2000 meeting. It is also
expected that William E. Dodge will be proposed to be appointed as an Executive
Vice President of the Fund and the Fund's Chief Investment Officer, Equity, and
that Richard G. Unruh, Jr. will be proposed to be appointed as an Executive Vice
President of the Fund and the Fund's Chief Investment Officer, Fixed Income.
Except as set forth above, the Fund has no plans, proposals or negotiations that
relate to or would result in (i) any extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Fund; (ii) any
purchase, sale or transfer of a material amount of assets of the Fund; (iii) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of the Fund; (iv) any change in the present Board of Directors or
management of the Fund, including, but not limited to, any plans or proposals to
change the number or the term of Directors, or to fill any existing vacancies on
the Board of Directors or to change any material term of the employment contract
of any executive officer of the Fund; (v) any other material change in the
Fund's corporate structure or business, including any plans or proposals to make
any changes in its investment policy for which a vote would be required by
Section 13 of the 1940 Act; (vi) any class of equity securities of the Fund
being delisted from a national securities exchange or ceasing to be authorized
to be quoted in an automated quotations system operated by a national securities
association; (vii) any class of equity securities of the Fund becoming eligible
for termination of registration under Section 12(g)(4) of the Exchange Act; or
(viii) the suspension of the Fund's obligation to file reports pursuant to
Section 15(d) of the Exchange Act; (ix) the acquisition by any person of
additional securities of the Fund, or the disposition of the securities of the
Fund; or (x) any changes in the Fund's charter, by-laws or other governing
instruments or other actions that could impede the acquisition of control of the
Fund.
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.
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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 Fund's records and upon
information provided to the Fund by its Directors, executive officers and
affiliates (as such term is used in the Exchange Act), to the best of the Fund's
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
or affiliate (as such term is used in the Exchange Act) of the Fund, any person
controlling the Fund, any executive officer or director of any corporation
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.
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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.*
(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.
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* 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/ Eric E. Miller
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Eric E. Miller
Senior Vice President and Secretary
June 1, 2000
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(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.*
(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.
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* Previously filed on Schedule TO via EDGAR on May 15, 2000.
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