AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 2005 -------------------------------------------------------------------- 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 (Amendment No.2) DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. (Name of Subject Company) DELAWARE INVESTMENTS GLOBAL 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) 245916101 (CUSIP Number of Class of Securities) Richelle S. Maestro, Esq., Secretary Delaware Investments Global Dividend and Income Fund, Inc. 2005 Market Street Philadelphia, Pennsylvania 19103 215-255-1371 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) ---------------------- CALCULATION OF FILING FEE -------------------------------------------------------------------- TRANSACTION VALUATION $7,978,778 (a) AMOUNT OF FILING FEE: $1,596 (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 598,558 shares of Common Stock of Delaware Investments Global Dividend and Income Fund, Inc. by $13.33, the Net Asset Value per share as of 4:00 p.m. May 27, 2005. (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: $1,596 Form or Registration No.: Schedule TO Filing Party: Delaware Investments Global Dividend and Income Fund, Inc. Date Filed: June 3, 2005 Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. / / 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/ This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 3, 2005 by Delaware Investments Global Dividend and Income Fund, Inc., a Maryland corporation (the "Fund"), relating to an offer to purchase for cash up to 598,558 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)(ii) Press Release dated July 8, 2005. 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 GLOBAL DIVIDEND AND INCOME FUND, INC. /s/ Jude T. Driscoll -------------------------------------- Jude T. Driscoll Chairman, Director, President and Chief Executive Officer [DELAWARE INVESTMENTS LOGO] 2005 Market Street Philadelphia, PA 19103-7094 FOR IMMEDIATE RELEASE Contact: Christina Ward Priscilla Brown Corporate Communications Investor Relations Delaware Investments Lincoln Financial Group 215.255.1388 215.448.1422 cward@delinvest.com DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER PHILADELPHIA, July 8, 2005-- Delaware Investments Global Dividend and Income Fund, Inc. (NYSE: DGF) (the "Fund"), a closed-end management investment company, today announced the final results of its tender offer for up to 598,558 shares of its common stock representing 10 percent of its issued and outstanding shares of common stock. The offer expired at 11:59 p.m., New York City time, on Thursday, June 30, 2005. Based on a count by Mellon Investor Services, LLC, the depositary for the tender offer, approximately 521,836 shares of common stock, or approximately 8.7 percent of the Fund's common stock outstanding, were tendered and have been accepted for cash payment at a price equal to $13.45, the Fund's net asset value ("NAV") as of 4:00 p.m. New York City time on July 1, 2005. Following the purchase of the tendered shares, the Fund will have approximately 5,463,746 shares of common stock outstanding. The Fund is a diversified, closed-end fund. The 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 50 percent of its total assets in income-generating equity securities, including dividend-paying common stocks, convertible securities, preferred stocks, and other equity-related securities of U.S. and foreign issuers. Up to 50 percent of the Fund's total assets may be invested in non-convertible debt securities consisting primarily of government and high-yield, high-risk corporate bonds of U.S. and foreign issuers. Under normal market conditions, the Fund will invest at least 50 percent of its total assets in securities of U.S. issuers and at least 20 percent of its total assets in securities of foreign issuers. In addition, the Fund utilizes leveraging techniques in an attempt to obtain 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. About Delaware Investments Delaware Investments, based in Philadelphia, is a diversified asset management organization with more than $95 billion in assets under management as of March 31, 2005. Delaware Investments provides investment products and services through a broad range of mutual funds, managed accounts, retirement plan services, subadvised funds, and college savings plans. These products and services are provided to individual and institutional investors such as private and public pension funds, foundations, and endowment funds. For more information about the company, visit www.delawareinvestments.com. Delaware Investments is a part of Lincoln Financial Group, the marketing name for Lincoln National Corporation and its affiliates. -- ## -- Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries. www.delawareinvestments.com
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SC TO-I/A Filing
Delaware Investments Global Dividend & Income Fund (DGF) Inactive SC TO-I/AIssuer tender offer statement (amended)
Filed: 11 Jul 05, 12:00am