CUSIP
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Introduction
This
Amendment No. 1 to Schedule 13D amends the Schedule 13D initially filed on
August 23, 2007 (the “Schedule 13D”). As reported in the Schedule
13D, Delta Financial Corporation (the “Company”) issued to an affiliate of
Angelo, Gordon & Co., L.P. certain warrants (the “Warrants”) to purchase an
aggregate of 10.0 million shares of the Company’s common
stock. Except as provided herein, this Amendment does not modify any
of the information previously reported on the Schedule
13D. Capitalized terms used and not otherwise defined have the
meanings given to them in the Schedule 13D.
Item
4. Purpose of the Transaction.
Item
4 of
the Schedule 13D is amended and updated by adding the following:
The
Reporting Persons are filing this Amendment No. 1 to Schedule 13D to report
a
change in their intentions. The Reporting Persons have engaged and
intend to continue to engage in communications with one or more officers
and/or
members of the board of directors of the Company and/or other persons, and
may
in the future also engage in communications with one or more shareholders
of the
Company, regarding the Company, including but not limited to its operations,
its
business strategies, its capital structure and potential changes thereto,
its
need to raise additional debt or equity capital and/or the exploration of
strategic alternatives and other potential strategies and/or transactions
to
enhance shareholder value. In particular, the Reporting Persons
intend to have discussions from time to time with the Company, its officers,
members of the board of directors and other persons regarding the possible
acquisition of a majority of the common stock of the Company, alone or together
with a secured or unsecured debt investment in the Company, by AG Special
Situation Corp. (an affiliate of Angelo, Gordon & Co., L.P.) and its
affiliates. The consideration paid for such common stock would be
less than the closing price thereof on November 7, 2007, and such stock may
be
received for no consideration other than the provision of any such debt
investment. In addition, the exercise price of the Warrants may be
lowered below their current exercise price of $5.00 per share. The
Reporting Persons may approach one or more senior executive officers of the
Company or the Company with respect to such officers’ or the Company’s
participation in any such possible transaction. During the course of
any such communications, the Reporting Persons may propose, respond to and/or
advocate one or more courses of action or transactions, which potential
transactions may include the Reporting Persons or their affiliates as
participants. However, there is no certainty that either the
Reporting Persons or the Company will accept or make any such proposal or
engage
in any such course of action or transaction.
The
Reporting Persons may make, or cause to be made, further acquisitions of
common
stock (or securities convertible into common stock) of the Company from time
to
time and may dispose of, or cause to be disposed of, any or all of such common
stock held by the Reporting Persons at any time. The Reporting Persons intend
to
evaluate on an ongoing basis the investment in the Company and their options
with respect to such investment.
Except
to
the extent the foregoing may be deemed a plan or proposal, none of the Reporting
Persons has any plans or proposals which relate to, or could result in, any
of
the matters referred to in paragraphs (a) through (j), inclusive, of the
instructions to Item 4 of Schedule 13D. The Reporting Persons may, at
any time and from time to time, review or reconsider their position and/or
change their purpose and/or formulate plans or proposals with respect
thereto.
Item
6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
Except
as
disclosed in a prior Schedule 13D or as otherwise described above, to the
best
knowledge of the Reporting Persons there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting
Persons
or between such persons and any other person with respect to any securities
of
the Company, including but not limited to the transfer or voting of any
securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits
or
loss, or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibits.
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The
following documents are being filed as exhibits to this statement and are
incorporated herein by reference:
Exhibit
A
– Joint Filing Agreement, dated as of June 13, 2007, by and among Angelo, Gordon
& Co., L.P., John M. Angelo and Michael L. Gordon (incorporated by reference
to Exhibit A to Schedule 13D initially filed on August 23, 2007 by the Reporting
Persons).
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SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete
and
correct.
Dated:
November 8, 2007
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ANGELO,
GORDON & CO., L.P.
By:
/s/ Michael L. Gordon
Name:
Michael L. Gordon
Title:
Chief Operating Officer
JOHN
M. ANGELO
/s/
John M. Angelo
MICHAEL
L. GORDON
/s/
Michael L.
Gordon
___________________________________
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