AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 2006
UNITED STATES
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)
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
(Name of Issuer)
DELAWARE INVESTMENTS 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)
David F. Connor, Esq., Secretary
Delaware Investments 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: / /
[DELAWARE INVESTMENTS LOGO]
2005 Market Street
Philadelphia, PA 19103-7094
FOR IMMEDIATE RELEASE
Contact: Ayele Ajavon Laurel O'Brien
Corporate Communications Corporate Communications
Delaware Investments Delaware Investments
215-255-1632 215-255-1520
aajavon@delinvest.com lobrien@delinvest.com
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
ANNOUNCES SELF-TENDER FOR FIVE PERCENT OF ITS SHARES
PHILADELPHIA, May 19, 2006 - Delaware Investments Dividend and Income Fund, Inc.
(NYSE: DDF) (the "Fund") announced today that its Board of Directors has
authorized an issuer tender offer to purchase for cash up to 579,434 shares of
its common stock, each of which has a par value $0.01 per share, representing 5
percent of its issued and outstanding shares of common stock. The tender offer
will commence on Friday, June 2, 2006, and will expire, unless extended, at
11:59 p.m., New York City time, on Friday, June 30, 2006. 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 the Fund 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
866-340-1397.
- more -
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 65 percent of its total assets in income-generating equity securities,
including dividend-paying common stocks, convertible securities, preferred
stocks and other equity-related securities. Up to 35 percent of the Fund's total
assets may be invested in non-convertible debt securities consisting primarily
of high-yield, high-risk corporate bonds. In addition, the Fund utilizes
leveraging techniques in an attempt to obtain a 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.
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, 2005, WILL BE
AVAILABLE WITHOUT COST AT THE COMMISSION'S WEB SITE (www.sec.gov) OR BY CALLING
THE FUND AT 800-523-1918.
About Delaware Investments
Delaware Investments, an affiliate of Lincoln Financial Group, is a
Philadelphia-based diversified asset management firm with more than $120 billion
in assets under management as of March 31, 2006. Through a broad range of
managed accounts and portfolios, mutual funds, retirement accounts, subadvised
funds, education savings plans and other investment products, Delaware
Investments provides investment services to individual investors and to
institutional investors such as private and public pension funds, foundations,
and endowment funds. Delaware Investments is the marketing name for Delaware
Management Holdings, Inc. and its subsidiaries. For more information on Delaware
Investments, visit the company at www.delawareinvestments.com. Lincoln Financial
Group is the marketing name for Lincoln National Corporation (NYSE: LNC) and its
affiliates. For more information on Lincoln Financial Group, visit www.lfg.com.
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