-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TfjNxmxvoj3q2q5/PgaAmhzVgVDoJxWzMDCA+D1e6uXLxFp654Z4cNuxOF4uCFPg XtwNgaqLnUTfWzWmCnK7VA== /in/edgar/work/0000916713-00-000002/0000916713-00-000002.txt : 20000712 0000916713-00-000002.hdr.sgml : 20000712 ACCESSION NUMBER: 0000916713-00-000002 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND INC CENTRAL INDEX KEY: 0000916713 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 232753201 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-59011 FILM NUMBER: 671280 BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: 2005 MARKET STREET STREET 2: P O BOX 9011 CITY: PHILADELPHIA STATE: PA ZIP: 19103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND INC CENTRAL INDEX KEY: 0000916713 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 232753201 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: 2005 MARKET STREET STREET 2: P O BOX 9011 CITY: PHILADELPHIA STATE: PA ZIP: 19103 SC TO-I/A 1 0001.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 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. 1) DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. (Name of Issuer) DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. (Name of Person Filing Statement) SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 245916101 --------- (CUSIP Number of Class of Securities) Michael T. Pellegrino, Esq., Assistant Secretary Delaware Group Global 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) CALCULATION OF FILING FEE TRANSACTION VALUATION $8,599,290.40 (a) AMOUNT OF FILING FEE: $1,719.86 (b) (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 665,065 shares of Common Stock of Delaware Group Global Dividend and Income Fund, Inc. by $12.93, the Net Asset Value per share as of 4:00 p.m. June 30, 2000. (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: $1,709.22 --------- Form or Registration No.: Schedule TO ----------- Filing Party: Delaware Group Global Dividend and Income Fund, Inc. ---------------------------------- Date Filed: June 1, 2000 ------------ / / 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/ EXPLANATORY NOTE This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO ("Amendment No. 1") of the Delaware Group Global Dividend and Income Fund, Inc. (the "Fund"), hereby amends and supplements the Fund s Issuer Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on June 1, 2000 (the "Statement"), in connection with a tender offer by the Fund to purchase up to 10% of its issued and outstanding shares of common stock ("Common Stock"), par value $0.01 per share (the "Shares"), for cash at a price equal to the Fund s net asset value per share as of 4:00 p.m., New York City time, on June 30, 2000 (the "Tender Offer"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 1, 2000 (the "Offer to Purchase") and the related Letter of Transmittal (the "Letter of Transmittal"). Copies of the Offer to Purchase and Letter of Transmittal were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Statement. This Amendment No. 1 reports the results of the Tender Offer and constitutes the final amendment to the Statement pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934. The Tender Offer terminated at 5:00 p.m., New York City time, on June 29, 2000 (the "Expiration Date"). Pursuant to the Tender Offer, 1,319,294.659 Shares, or approximately 20% of the Fund's Common Stock as of the Expiration Date, were validly tendered and not withdrawn. In accordance with the terms and conditions of the Tender Offer, the Fund has accepted for payment 665,065 Shares or 10% of its Common Stock, at a price equal to $12.93 per share, the Fund's net asset value per share as of 4:00 p.m., New York City time, on June 30, 2000, for an aggregate purchase price of $8,599,290.40. Since more than 10% of the Fund's Common Stock was validly tendered and not withdrawn, the Fund purchased Shares from all tendering shareholders on a pro rata basis (at a ratio of approximately 0.504%). Payment for the Shares was mailed prior to the date hereof. The Schedule TO is hereby terminated. 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.** (a)(6) Press Release dated July 11, 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) Sub-Advisory Agreement with Delaware International Advisers Ltd. dated January 1, 1999.* (d)(5) Form of Transfer Agency Agreement with EquiServe.* (d)(6) Fund Administration and Accounting Agreement with Delaware Service Company, Inc. dated July 1, 1998.* (d)(7) Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996, as amended November 20, 1997 and August 24, 1998.* (g) Not applicable. (h) Not applicable. --------------------- * Previously filed on Schedule TO via EDGAR on June 1, 2000. ** 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 GLOBAL DIVIDEND AND INCOME FUND, INC. /s/Michael T. Pellegrino ---------------------------- Michael T. Pellegrino Assistant Vice President and Assistant Secretary July 11, 2000 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- (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.** (a)(6) Press Release dated July 11, 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) Sub-Advisory Agreement with Delaware International Advisers Ltd. dated January 1, 1999.* (d)(5) Form of Transfer Agency Agreement with EquiServe.* (d)(6) Fund Administration and Accounting Agreement with Delaware Service Company, Inc. dated July 1, 1998.* (d)(7) Global Custodian Agreement between the Fund and The Chase Manhattan Bank, N.A., dated May 1, 1996, as amended November 20, 1997 and August 24, 1998.* (g) Not applicable. (h) Not applicable. ---------------------- * Previously filed on Schedule TO via EDGAR on June 1, 2000. ** Previously filed on Schedule TO via EDGAR on May 15, 2000. EX-99.A6 2 0002.txt FOR IMMEDIATE RELEASE Contact: Tom Gariepy 215-255-1495 DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. ANNOUNCES RESULTS OF SELF-TENDER OFFER FOR 10% OF ITS SHARES PHILADELPHIA, July 11, 2000 - Delaware Group Global Dividend and Income Fund, Inc. (NYSE: DGF) announced today the final results of its previously announced tender offer to purchase for cash up to 665,065 shares of its common stock, par value $0.01 per share, representing 10% of its issued and outstanding shares of common stock. The tender offer commenced on Thursday, June 1, 2000 and expired at 5:00 p.m., New York City time, on Thursday, June 29, 2000. Based on a count by ChaseMellon Shareholders Services, L.L.C., the depositary for the tender offer, approximately 1,319,295 shares of common stock were tendered and 665,065 shares have been accepted for purchase at a price equal to $12.93, the Fund s net asset value per share as of 4:00 p.m., New York City time, on June 30, 2000. Since the tender offer was oversubscribed, all tenders of shares are subject to proration (at a ratio of approximately 0.504%) in accordance with the terms of the tender offer. Following the purchase of shares tendered, Delaware Group Global Dividend and Income Fund, Inc. will have approximately 5,985,581 shares of common stock outstanding. - - more - - Delaware Group Global Dividend and Income Fund, Inc., which commenced operations in March 1994, is a closed-end fund that invests at least 50% of its total assets in income- generating equities, including common stocks and convertible securities, of U.S. and foreign issuers. The balance of the portfolio is typically invested in non-convertible debt securities, consisting primarily of corporate and government bonds of U.S. and foreign issuers. The Fund is a total return vehicle whose primary objective is to seek high current income. Capital appreciation is a secondary objective. Delaware Group Global Dividend and Income Fund, Inc. is advised by Delaware Management Company, a series of Delaware Management Business Trust, and is sub-advised by Delaware International Advisers Ltd. As of June 30, 2000, Delaware Management Business Trust and Delaware International Advisers Ltd. managed approximately $28 billion and $15 billion, respectively, in mutual funds and institutional accounts. - - # # - - -----END PRIVACY-ENHANCED MESSAGE-----