AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2009
| SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 |
| SCHEDULE TO |
| TENDER OFFER STATEMENT UNDER SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) |
| DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC. (Name of Subject Company) DELAWARE INVESTMENTS 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) |
| 245915103 (CUSIP Number of Class of Securities) |
| David F. Connor, Esq., Secretary Delaware Investments Dividend and Income Fund, Inc. 2005 Market Street Philadelphia, Pennsylvania 19103 215-255-8864 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) CALCULATION OF FILING FEE TRANSACTION VALUATION $2,806,875 (a) AMOUNT OF FILING FEE: $562 (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 496,792 shares of Common Stock of Delaware Investments Dividend and Income Fund, Inc. by $5.65, the Net Asset Value per share as of the close of ordinary trading on the New York Stock Exchange on May 22, 2009.
| (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: | $562 | |
| Form or Registration No.: | Schedule TO | |
| Filing Party: | Delaware Investments Dividend and Income Fund, Inc. | |
| Date Filed: | June 1, 2009 | |
| /_/ | 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: /_/
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 1, 2009, by Delaware Investments Dividend and Income Fund, Inc., a Maryland corporation (the "Fund"), relating to an offer to purchase for cash up to 496,792 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)(i) Press Release dated June 29, 2009. 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 DIVIDEND AND INCOME FUND, INC. /s/ Patrick P. Coyne Patrick P. Coyne Chairman, Director, President and Chief Executive Officer June 29, 2009 |