As filed with the Securities and Exchange Commission on October 27, 2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Evergreen Utilities and High Income Fund
(Name of Subject Company (Issuer))
Evergreen Utilities and High Income Fund
(Name of Filing Persons (Offeror and Issuer))
Common Shares, No Par Value
(Title of Class of Securities)
30034Q 10 9
(CUSIP Number of Class of Securities)
Michael H. Koonce, Esquire
200 Berkeley Street
Boston, Massachusetts 02116-5034
(617) 210-3663
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
With a copy to:
Timothy W. Diggins
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
--------------------- --------------------
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$12,630,980(a) $1,486.67(b)
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(a) Calculated as the aggregate maximum purchase price to be paid for 493,205
shares in the offer, based upon the net asset value per share of $25.61 at
September 21, 2005.
(b) Calculated as the Transaction Valuation multiplied by .00011770.
|X| 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: $1,486.67
Form or Registration No.: Schedule TO
Filing Party: Evergreen Utilities and High Income Fund
Date Filed: September 26, 2005
|_| 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: |_|
Introductory Statement
This Amendment No. 1 to the Tender Offer Statement on Schedule TO ("Schedule
TO") filed with the Securities and Exchange Commission on September 26, 2005 by
Evergreen Utilities and High Income Fund, a statutory trust organized under the
laws of the state of Delaware (the "Fund"), relating to an offer by the Fund to
purchase for cash up to 5% or 493,205 of the Fund's issued and outstanding
common shares, no par value, amends such 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.
The following material is hereby filed as an additional exhibit to the Fund's
Schedule TO:
(a)(5)(iv) Press release issued on October 27, 2005.
NOTICE
A copy of the Certificate of Trust of Evergreen Utilities and High Income Fund
(the "Trust"), together with all amendments thereto, is on file with the
Secretary of State of The State of Delaware and notice is hereby given that this
instrument is executed on behalf of the Trust by trustees and officers of the
Trust as officers and trustees and not individually and that the obligations of
or arising out of this instrument are not binding upon any of the officers or
trustees of the Trust or shareholders individually but are binding only upon the
assets and property of the Trust or the relevant series.
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.
EVERGREEN UTILITIES AND HIGH INCOME FUND
/s/ Michael H. Koonce
-------------------------------
Name: Michael H. Koonce
Title: Secretary
Dated: October 27, 2005
EXHIBIT INDEX
Exhibit
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(a)(5)(iv) Press release issued on October 27, 2005.