SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Act of 1934 AMENDMENT NO. 4 THE DELTONA CORPORATION ------------------------------------------------------------------------------ (Name of the Issuer) THE DELTONA CORPORATION YASAWA HOLDINGS, N.V. SELEX INTERNATIONAL, B.V. ANTONY GRAM WILBURY INTERNATIONAL, N.V. ------------------------------------------------------------------------------ (Name of Persons Filing Statement) Common Stock, $1.00 Par Value ------------------------------------------------------------------------------ (Title of Class of Securities) 247883101 ------------------------------------------------------------------------------ (CUSIP Number of Class of Securities) Antony Gram Chairman of the Board President THE DELTONA CORPORATION 8014 SW 135th Street Road Ocala, Florida 34473 (352) 307-8100 ------------------------------------------------------------------------------ (Name, address and telephone number of person authorized to receive notices and communications on behalf of persons filing statement) This statement is filed in connection with (check the appropriate box): a. [x] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1934. c. [ ] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [x] Check the following box if the filing is a final amendment reporting the results of the transaction: [ ] Calculation of Filing Fee ------------------------------------------------------------------------------- Transaction Valuation Amount of Filing Fee $1,617,711 $323.54 ------------------------------------------------------------------------------- * The "Transaction Valuation" amount referred to above is approximately the product of 4,044,277 fractional shares to be purchased (the "Fractional Shares") and $0.40, the cash price per share to be paid for fractional shares. ** In accordance with Rule 0-11 under the Securities Act of 1934, as amended, the Filing Fee is determined by multiplying the Transaction Valuation by 1/50th of 1%. [ ] 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: $0 ------------------------------------------------------- Form or Registration Number: -------------------------------------------------- Filing Parties: THE DELTONA CORPORATION, SELEX INTERNATIONAL, B.V., YASAWA HOLDINGS, N.V., ANTONY GRAM, AND WILBURY INTERNATIONAL, N.V. ----------------------------------------------------------------- DATE FILED:, Amending Rule 13E-3 Transaction Statement Filed January 3, 2002 as amended on September 5, 2002, January 8, 2003 and May 22, 2003. ------------------------------------------------------------------- INTRODUCTION This Going-Private Transaction Statement (the "Statement") is being filed by THE DELTONA CORPORATION, a Delaware corporation (the "Company"), YASAWA HOLDINGS, N.V., SELEX INTERNATIONAL, B.V., ANTONY GRAM and WILBURY INTERNATIONAL, N.V. pursuant to Section 13(e)of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, and Rule 13e-3 thereunder in connection with a 500,000 for 1 2 reverse split of the Company's Common Stock, no par value, with a cash payment of $0.40 per share in lieu of fractional shares (the "Reverse Split"). This Statement is intended to satisfy the reporting requirements of Section 13(e) of the Exchange Act. A preliminary proxy statement of the Company relating to the solicitation of proxies for the Special Meeting of Shareholders (the "Proxy Statement") is being filed concurrently with this filing. Except as otherwise set forth below, the information set forth in the Proxy Statement, including all appendices thereto, is hereby expressly incorporated herein by reference in response to the items of this Schedule 13e-3. Item 1. Summary Term Sheet The information set forth in the Proxy Statement under the caption "SUMMARY TERM SHEET" is incorporated herein by reference. Item 2. Subject Company Information (a) Name and Address The information set forth in the "Notice of Special Meeting of Shareholders" of the Proxy Statement is incorporated herein by reference. (b) Securities The information set forth in the Proxy Statement under the caption "GENERAL INFORMATION - Voting Procedures and Revocability of Proxies" is incorporated herein by reference. (c) Trading Market and Price The information set forth in the Proxy Statement under the caption "GENERAL INFORMATION - Price Range of Common Stock and Dividends" is incorporated herein by reference. (d) Dividends The information set forth in the Proxy Statement under the caption "GENERAL INFORMATION - Price Range of Common Stock and Dividends" is incorporated herein by reference. (e) Prior Public Offerings The Company has made no underwritten public offering of the subject securities for cash during the past three years that was registered under the Securities Act of 1933 or exempt from registration under Regulation A (Rules 251 through 263 of the Securities Act of 1933, as amended). (f) Prior Stock Purchases The Company has not purchased any subject securities during the past two years. 3 Item 3. Identity and Background of Filing Person (a) Name and Address The filing persons are the subject Company, Selex International B.V., Yasawa Holdings, N.V., Antony Gram, and Wilbury International, N.V.: ANTONY GRAM c/o The Deltona Corporation 8014 SW 135th Street Road Ocala, Florida 34473 SELEX INTERNATIONAL, B.V. Gerrit van den Veenstraat 70 Amsterdam, The Netherlands YASAWA HOLDINGS, N.V. Zarf Trust 1-5 Plaza JoJo Correa, P.O. Box 897 Willemstad, Curacao, Netherlands Antilles THE DELTONA CORPORATION 8014 SW 135th Street Road Ocala, Florida 34473 WILBURY INTERNATIONAL, N.V. Amicorp Curacao, N.V. Caracasbaaiweg 199, P.O. Box 6050 Curacao, Netherlands Antilles Executive Officers of the subject company: Antony Gram President, Chairman of the Board of Directors and Chief Executive Officer The Deltona Corporation 8014 SW 135th Street Road Ocala, Florida 34473 Sharon J. Hummerhielm Executive Vice President & Corporate Secretary 8014 SW 135th Street Road Ocala, Florida 34473 Robert O. Moore Treasurer and Chief Financial Officer The Deltona Corporation 8014 SW 135th Street Road Ocala, Florida 34473 Executive Officers of Selex International, B.V. Antony Gram, Director, President and Chief Executive Officer C/O The Deltona Corporation 8014 SW 135th Street Road Ocala, Florida 34473 Executive Officers of Yasawa Holdings, N.V. Reginald Antonio de Meza, Managing Director on behalf of Zarf Trust Corporation 1-5 Plaza JoJo Correa, P.O. Box 897 Willemstad, Curacao, Netherlands Antilles Board of Directors of Zarf Trust Corporation: Reginald Antonio de Meza, Director Bianca Maria Eshuis Palm, Proxy Holder Dinayra A. Gonet Finies, Proxy Holder Robert Barendregt, Proxy Holder Board of Directors of Selex International, B.V. Antony Gram, Director c/o The Deltona Corporation 8014 SW 135th Street Road Ocala, Florida 34473 Board of Directors of Yasawa Holdings, N.V. Zarf Trust Corporation 1-5 Plaza JoJo Correa, P.O. Box 897 Willemstad, Curacao, Netherlands Antilles Board of Directors of Wilbury International, N.V. Amicorp Curacao, N.V., Managing Director Caracasbaaiweg 199, P.O. Box 6050 Curacao, Netherlands Antilles Board of Directors of Amicorp Curacao, N.V.: Antonius R. W. Knipping, Statutory Director Louise De Collgnylaan 4, Curacao, Netherlands Antilles Gerlof Jan Boume, Statutory Director Mgr Kleckensweg 32, Curacao, Netherlands Antilles Jereon Cornelis Jan Van Der Woord, Statutory Director Seru Bottelier 27, Curacao, Netherlands Antilles Margaret Ilse Sankatsing Sjak Shie, Statutory Director Totolikaweg 21, Curacao, Netherlands Antilles Xander Richard Maria Arts, Statutory Director Jan Sofat 71, Curacao, Netherlands Antilles Anneliese De Jongh, Proxy Holder Villapark Lagunisol 5, Curacao, Netherlands Antilles Eric Andersen, Proxy Holder Jan Sofat 12, Curacao, Netherlands Antilles Heinrich J. Kamperveen, Proxy Holder Kaya Schubert 20 kv Z111, Curacao, Netherlands Antilles 5 Nejia Doval, Proxy Holder Kaya Uriel A-77, Curacao, Netherlands Antilles Robertus Martinus Van Der Pluijm, Proxy Holder Robertus Martinus Van Der Pluijm Board of Directors of The Deltona Corporation: Antony Gram, Director Christel DeWilde, Director George W. Fischer, Director Rudy Gram, Director Thomas B. McNeill, Director (b) Business and Background of Entities Not applicable. (c) Business and Background of Natural Persons (1), (2) Christel DeWilde has been an independent consultant for Antony Gram since December 2002. From February 1995 through December 2002, Ms. DeWilde was employed as Financial Analyst for Antony Gram. Prior to joining Mr. Gram, Ms. DeWilde was Chief Financial Officer of the Sab Wabco Group, Brussels, Belgium from December 1992 to February 1995. Ms. DeWilde's business telephone number is 352-307-8100. Ms. DeWilde's address is c/o The Deltona Corporation, 8014 SW 135th Street, Ocala, FL 34473. George W. Fischer is retired. From 1975 through 1995 he served as President of H.E.C. Fischer, Inc., a closely held real estate company. Mr. Fischer's business telephone number is 352-307-8100. Mr. Fischer's address is c/o The Deltona Corporation, 8014 SW 135th Street Road, Ocala, FL 34473. Antony Gram has served as Chairman of the Board of Directors and Chief Executive Officer of the Company since July 13, 1994 and President since October 2, 1998. For more than the past five years, Mr. Gram has served as Managing Director of Gramyco, a scaffolding company, based in Belgium. Mr. Gram's business telephone number is 352-307-8100. Mr. Gram's address is c/o The Deltona Corporation, 8014 SW 135th Street Road, Ocala, FL 34473. 6 Rudy Gram is Vice President of Swan Development Corporation, based in St. Augustine, Florida Mr. Gram's business telephone number is 352-307-8100. Mr. Gram's address is c/o The Deltona Corporation, 8014 SW 135th Street Road, Ocala, FL 34473. Thomas B.McNeill is Retired. He was formerly a Partner in the law firm of Mayer, Brown, Rowe & Maw, formerly Mayer, Brown & Platt, Chicago, Illinois. Mr. McNeill's business telephone number is 352-307-8100. Mr. McNeill's address is c/o The Deltona Corporation, 8014 SW 135th Street Road, Ocala, FL 34473. Reginald Antonio de Meza has been engaged as an investment banker for the past five years by the firm of Zarf Trust Corporation, N.V. Mr. de Meza's business telephone number is 599-9-4612544. Mr. de Meza's address is 1-5 Plaza JoJo Correa, P.O. Box 897 Willemstad, Curacao, Netherlands Antilles. Bianca Maria Eshuis Palm has been a proxy holder of Zarf for the past five years. Ms. Palm's business telephone number is 599-9-4612544. Ms. Palm's address is Ala Blancaweg 11, Curacao, Netherlands Antilles. Dinayra A. Gonet Finies has been a proxy holder of Zarf for the past five years. Ms. Finies's business telephone number is 599-9-4612544. Ms. Finies's address is West Indische Compagniestraat 23B, Curacao, Netherlands Antilles. Robert Barendregt has been a proxy holder of Zarf for the past five years. Mr. Barendregt's business telephone number is 599-9-4612544. Mr. Barendregt's address is Kaya Drs. Oy Sprock 6, Curacao, Netherlands Antilles. Antonius R. W. Knipping has been a director of Amicorp for more than five years. Mr. Knipping's business telephone number is 599-9-4343500. Mr. Knipping's address is Louise DeCollgnylaan 4, Curacao, Netherlands Antilles. His phone number is 599-9-4343500. Gerlof Jan Boume has been a director of Amicorp for more than five years. Mr. Boume's business telephone number is 599-9-4343500. Mr. Boume's address is Mgr. Kleckensweg 32, Curacao, Netherlands Antilles. Jereon Cornelis Jan Van Der Woord has, during the preceding five years, worked for HB Management N.V. as Managing Director of Operations, and for Amicorp. Mr. Van Der Woord began working for Amicorp in 2000. Mr. Van Der Woord's business telephone number is 599-9-4343500. Mr. Van Der Woord's address is Seru Bottelier 27, Curacao, Netherlands Antilles. 7 Margaret Ilse Sankatsing Sjak Shie has been a director of Amicorp for more than five years. Ms. Shie's business telephone number is 599-9-4343500. Ms. Shie's address is Totolikaweg 21, Curacao, Netherlands Antilles. Xander Richard Maria Arts has been a director of Amicorp for more than five years. Mr. Arts's business telephone number is 599-9-4343500. Mr. Arts's address is Jan Sofat 71, Curacao, Netherlands Antilles. Anneliese De Jongh has been a proxy holder of Amicorp for more than five years. Ms. De Jongh's business telephone number is 599-9-4343500. Ms.De Jongh's address is Villapark Lagunisol 5, Curacao, Netherlands Antilles. Eric Andersen has, during the preceding five years, worked for CITCO Fund Services (Curacao)N.V. as Internal Operations Manager, and for Amicorp. Mr. Andersen began working for Amicorp in 2000. Mr. Andersen's business telephone number is 599-9-4343500. Mr. Andersen's address is Jan Sofat 12, Curacao, Netherlands Antilles. Heinrich J. Kamperveen has been a proxy holder of Amicorp for more than five years. Mr. Kamperveen's business telephone number is 599-9-4343500. Mr. Kamperveen's address is Kaya Schubert 20 kv Z111, Curacao, Netherlands Antilles. Nejia Doval has been a proxy holder of Amicorp for more than five years. Ms. Doval's business telephone number is 599-9-4343500. Ms. Doval's address is Kaya Uriel A-77, Curacao, Netherlands Antilles. Robertus Martinus Van Der Pluijm has, during the preceding five years, worked for ABN AMRO Trust Company N.V. as Human Resources Manager, and for Amicorp. Mr. Van Der Pluijm began working for Amicorp in 2000. Mr. Van Der Pluijm's business telephone number is 599-9-4343500. Mr. Van Der Pluijm's address is Parallelweg 17, Curacao, Netherlands Antilles. 3) None of the Company's executive officers or directors was convicted in a criminal proceeding during the past five years. Sharon J. Hummerhielm has been employed by The Deltona Corporation since 1975, having served as Executive Vice President and Corporate Secretary since October 1998 and Vice President of Administration and Corporate Secretary from May 1995 to October 1998. (4) None of the Company's executive officers or directors was a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. 8 (5) Three of the Company's directors and officers, Mr. Antony Gram, Ms. DeWilde and Mr. Rudy Gram are citizens of Belgium. Ms. Hummerhielm, Mr. McNeill and Mr. Fischer citizens of the United States. Mr. Knipping, Mr. Boume, Mr. Van Der Woord, Ms. Shie, Mr. Arts, Ms. De Jongh, Mr. Andersen, Mr. Kamperveen, Ms. Doval, Mr. Van Der Pluijm, Mr. de Meza, Ms. Palm, Ms. Finies and Mr. Barendregt are citizens of The Netherlands. (d) Tender Offer. Not applicable. Item 4. Terms of the Transaction (a) Material Terms The information set forth in the Proxy Statement under the caption "SUMMARY TERM SHEET" is incorporated herein by reference. (b) Different Terms None. (c) Appraisal Rights The information set forth in the Proxy Statement under the caption "APPRAISAL RIGHTS AND DISSENTER'S RIGHTS" is incorporated herein by reference. (d) Provisions For Unaffiliated Security Holders None. (e) Eligibility For Listing or Trading Not applicable. Item 5. Past Contracts, Transactions, Negotiations and Agreements (a) Transactions See information set forth in the Proxy Statement Under the caption "Ownership of Voting Securities of the Company." (b) Significant Corporate Events Not applicable. 9 (c) Negotiations or Contacts See information set forth in the Proxy Statement Under the caption "Ownership of Voting Securities of the Company." (d) Agreements Regarding the Subject Company's Securities Not applicable. Item 6. Purposes of the Transaction and Plans or Proposals (b) Use of Securities Acquired. Outstanding shares of the Company's existing common stock, $1.00 par value, that would otherwise be converted into a fractional share of the Company's new common stock, $500,000 par value, will be canceled; otherwise, no securities will be acquired in the transaction. (c)(1)-(8) Plans. The information set forth in the Proxy Statement under the captions "SUMMARY TERM SHEET" and "REVERSE STOCK SPLIT" is incorporated herein by reference. Item 7. Purposes, Alternatives, Reasons and Effects in a Going -Private Transaction (a) Purposes The information set forth in the Proxy Statement under the captions "SPECIAL FACTORS - PURPOSES, ALTERNATIVES, REASONS AND EFFECTS OF THE PROPOSED REVERSE STOCK SPLIT" is incorporated herein by reference. (b) Alternatives The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS - PURPOSES, ALTERNATIVES, REASONS AND EFFECTS OF THE PROPOSED REVERSE STOCK SPLIT" is incorporated herein by reference. (c) Reasons The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS - PURPOSES, ALTERNATIVES, REASONS AND EFFECTS OF THE PROPOSED REVERSE STOCK SPLIT" is incorporated herein by reference. (d) Effects The information set forth in the Proxy Statement under the captions "SPECIAL FACTORS - PURPOSES, ALTERNATIVES, REASONS AND EFFECTS OF THE PROPOSED REVERSE STOCK SPLIT" and "FEDERAL INCOME TAX CONSEQUENCES" are incorporated herein by reference. 10 Item 8. Fairness of the Going Private Transaction (a) Fairness The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS - FAIRNESS OF THE PROPOSED REVERSE STOCK SPLIT" is incorporated herein by reference. (b) Factors Considered in Determining Fairness The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS - FAIRNESS OF THE PROPOSED REVERSE STOCK SPLIT" is incorporated herein by reference. (c) Approval of Security Holders The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS - FAIRNESS OF THE PROPOSED REVERSE STOCK SPLIT" is incorporated herein by reference. (d) Unaffiliated Representative The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS - FAIRNESS OF THE PROPOSED REVERSE STOCK SPLIT" is incorporated herein by reference. (e) Approval of Directors The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS - FAIRNESS OF THE PROPOSED REVERSE STOCK SPLIT" is incorporated herein by reference. (f) Other Offers Not applicable. Item 9. Reports, Opinions, Appraisals and Negotiations (a)-(c) The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS - REPORTS, APPRAISALS AND NEGOTIATIONS" and in Exhibit 2 to the Proxy Statement is incorporated herein by reference. Item 10. Source and Amount of Funds or Other Considerations (a) Source of Funds. The information set forth in the Proxy Statement under the caption "CERTAIN EFFECTS OF THE REVERSE STOCK SPLIT ON THE COMPANY'S SHAREHOLDERS" is incorporated herein by reference. (b) Conditions. None. (c) Expenses. The information set forth in the Proxy Statement under the caption "CERTAIN EFFECTS OF THE REVERSE STOCK SPLIT ON THE COMPANY'S SHAREHOLDERS" is incorporated herein by reference. 11 (d) Borrowed Funds. The information set forth in the Proxy Statement under the caption "CERTAIN EFFECTS OF THE REVERSE STOCK SPLIT ON THE COMPANY'S SHAREHOLDERS" is incorporated herein by reference. Item 11. Interest in Securities of the Subject Company (a) Securities Ownership The information set forth in the Proxy Statement under the caption "OWNERSHIP OF VOTING SECURITIES OF THE COMPANY" is incorporated herein by reference. (b) Securities Transactions Not applicable. Item 12. The Solicitation Or Recommendation (d) Intent to Tender or Vote in a Going-Private Transaction The information set forth in the Proxy Statement under the caption "FAIRNESS OF THE REVERSE STOCK SPLIT PROPOSAL" is incorporated herein by reference. (e) Recommendations of Others The information set forth in the Proxy Statement under the caption "FAIRNESS OF THE REVERSE STOCK SPLIT PROPOSAL" is incorporated herein by reference. Item 13. Financial Statements (a) Financial Information The information set forth in the Proxy Statement under caption "SUMMARY FINANCIAL DATA" the Company's Report on Form 10-K for the fiscal year ended December 31, 2002, under "Item 7. Financial Statements and Supplementary Data" as well as the Company's form 10-Q for the quarter ended March 31, 2003, are incorporated herein by reference. The book value per share of the Company's common stock ("deficit in stockholder equity") as of March 31, 2003, was a negative seventy cents($.70) per common share. (b) Pro Forma Information The information set forth in the Proxy Statement under the Caption "CERTAIN EFFECTS OF REVERSE STOCK SPLIT PROPOSAL ON THE COMPANY'S SHAREHOLDERS" is incorporated herein by reference. 12 Item 14. Persons/Assets, Retained, Employed, Compensated or Used (a) Solicitations or Recommendations Solicitations of proxies from the Company's shareholders of record will be made by: Not Applicable. Solicitations of proxies from the Company's shareholders whose shares are held in street name will be made by: Not Applicable. (b) Employees and Corporate Assets The services of the Company's Chief Executive Officer, Executive Vice President and Treasurer will be used in connection with the Reverse Split in preparing filing documents and presenting the Reverse Split to shareholders. Item 15. Additional Information The information contained in the Proxy Statement, including any appendices thereto, is incorporated herein by reference. Item 16. Exhibits (a) Disclosure Materials Preliminary Proxy Statement filed electronically by EDGAR with the Securities and Exchange Commission on January 8, 2003. (b) None (c) Report, Opinion or Appraisal Filed as Exhibit 2 to the Definitive Proxy Statement filed electronically by EDGAR with the Securities and Exchange Commission on January 8, 2003. (d) None (e) None (f) None (g) None 13 SIGNATURES 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. /s/ ANTONY GRAM ------------------------------------ ANTONY GRAM President, Chief Executive Officer Selex International, B.V. Date: August 22, 2003 /s/ ANTONY GRAM ____________________________________ ANTONY GRAM Date: August 22, 2003 /s/ SHARON J. HUMMERHIELM ------------------------------------ SHARON J. HUMMERHIELM Executive Vice President, Corporate Secretary The Deltona Corporation Date: August 22, 2003 /s/ ROBERT O. MOORE ___________________________________ ROBERT O. MOORE Treasurer The Deltona Corporation Date: August 22, 2003 /s/ R. DE MEZA ------------------------------------ R. DE MEZA Managing Director Yasawa Holdings, N.V. Date: August 25, 2003 /s/ Amicorp Curacao, N.V. ------------------------------------ Amicorp Curacao, N.V. Managing Director Wilbury International, N.V. Date: August 22, 2003