As filed with the Securities and Exchange Commission on
October 22, 2010
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Schedule TO
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT
OF 1934
DWS Dreman Value Income Edge
Fund, Inc.
(Name of Subject Company
(Issuer))
DWS Dreman Value Income Edge
Fund, Inc.
(Name of Filing Person
(Offeror))
COMMON STOCK,
$0.01 PAR VALUE PER SHARE
(Title of Class of
Securities)
23339M204
(CUSIP Number of Class of
Securities)
John Millette
Secretary
DWS Dreman Value Income Edge Fund, Inc.
One Beacon Street
Boston, MA 02108
(617) 295-2572
(Name, address, and telephone
number of person authorized to receive notices and
communications on behalf of filing persons)
Copy to:
David A. Sturms, Esq.
Vedder Price PC
222 N. LaSalle Street
Chicago, IL 60601
(312) 609-7500
CALCULATION
OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$92,131,232.84(a)
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$6,568.96(b)
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(a) Calculated as the aggregate maximum purchase
price to be paid for 6,073,252 shares in the offer, based
upon a price per share of $15.17, which represents 99% of the
net asset value per share at October 15, 2010.
(b) Calculated as $71.30 per $1,000,000 of the
Transaction Valuation.
o Check
the 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:
o 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:
o third-party
tender offer subject to
Rule 14d-1.
þ issuer
tender offer subject to
Rule 13e-4.
o going-private
transaction subject to
Rule 13e-3.
o 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: o
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
o Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
o Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
Introductory
Statement
This Tender Offer Statement on Schedule TO relates to an
offer by DWS Dreman Value Income Edge Fund, Inc., a Maryland
corporation (the “Fund”), to purchase for cash up to
6,073,252 of the Fund’s issued and outstanding shares of
Common Stock, par value $0.01 per share upon the terms and
subject to the conditions contained in the Offer to Purchase
dated October 22, 2010 and the related Letter of
Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the “Offer”), which
are filed as exhibits to this Schedule TO. The price to be
paid for the shares is an amount equal to 99% of its net asset
value per share (that is, the value of the Fund’s assets
minus its liabilities, divided by the number of shares
outstanding) determined as of the close of the regular trading
session on the New York Stock Exchange on the next business day
following the expiration date of the tender offer, or such later
date to when the offer is extended.
Items 1
through 9 and 11.
The information in the Offer to Purchase and the related Letter
of Transmittal is incorporated by reference in answer to
Items 1 through 9 and 11 of this Issuer Tender Offer
Statement on Schedule TO.
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Item 10.
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Financial
Statements.
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Not applicable.
See Exhibit Index immediately following the signature page.
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable.
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