AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON May 15, 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. )
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 $0.01 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, PA 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
- -----------------------------------------------------------------
TRANSACTION VALUATION $ * AMOUNT OF FILING FEE: None.
--------
This filing relates solely to preliminary communications
made before the commencement of a tender offer.
* Set forth the amount on which the filing fee is calculated
and state how it was determined.
/ / 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:
------------------------------------------------------------
/X/ 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:
/ /
FOR IMMEDIATE RELEASE
Contact: Tom Gariepy
215-255-1495
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
ANNOUNCES SELF-TENDER FOR 10% OF ITS SHARES
PHILADELPHIA, PA, May 15, 2000 Delaware Group Dividend and
Income Fund, Inc. (NYSE: DDF) announced today that its Board of
Directors has authorized an issuer tender offer to purchase for
cash up to 1,430,700 shares of its common stock, each of which
has a par value $0.01 per share, representing 10% of its issued
and outstanding shares of common stock. The tender offer will
commence on Thursday, June 1, 2000, and will expire, unless
extended, at 5:00 p.m., New York City time, on Thursday, June 29,
2000. Subject to various terms and conditions described in
offering materials to be distributed to shareholders, purchases
will be made at a price per share equal to the Fund's net asset
value per share on the first business day after the expiration of
the offer.
Subject to various terms and conditions described in
offering materials to be distributed to shareholders, if more
shares are tendered than the amount the Board has authorized to
purchase, the Fund will purchase a number of shares equal to the
offer amount on a pro-rated basis.
The shares of common stock of Delaware Group Dividend and
Income Fund, Inc. have recently traded at a discount to their net
asset value per share. During the pendency of the tender offer
the current net asset value per share will be available by
telephone at 1-888-235-9839.
Delaware Group Dividend and Income Fund, Inc., which
commenced operations in March 1993, is a closed-end fund with a
portfolio that typically consists of two-thirds income-generating
equities, including common stocks and convertible securities, and
one-third high-yield, high risk corporate bonds. The Fund is a
total return vehicle whose primary objective is to seek high
current income. Capital appreciation is a secondary objective.
Designed to pay monthly dividends, the Fund will normally
maintain at least 65% of its assets in income-generating
equities, with a maximum of 35% of assets invested in non-
convertible corporate bonds.
Delaware Group Dividend and Income Fund, Inc. is managed by
Delaware Management Company, a series of Delaware Management
Business Trust. As of March 31, 2000, Delaware Management
Business Trust managed over $46 billion in mutual funds and
institutional accounts.
SHAREHOLDERS ARE ADVISED TO READ THE OFFER TO PURCHASE WHEN IT IS
AVAILABLE AS IT CONTAINS IMPORTANT INFORMATION. THE OFFER TO
PURCHASE AND OTHER DOCUMENTS FILED BY THE FUND WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FUND'S ANNUAL
REPORT FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1999, WILL BE
AVAILABLE WITHOUT COST AT THE COMMISSION'S WEB SITE (www.sec.gov)
OR BY CALLING THE FUND AT 1-800-523-1918.