As filed with the Securities and Exchange Commission on April 24, 2006
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
| SCHEDULE
TO |
| 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 |
| Transaction Valuation | Amount of Filing Fee |
| $9,783,671.66(a) | $1,046.85(b) |
(a) Calculated as the aggregate maximum purchase price to be paid for 445,117 shares in the offer, based upon the net asset value per share of $21.98 at March 15, 2006.
(b) Calculated as the Transaction Valuation multiplied by .000107.
/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: | $1,046.85 | |
| Form or Registration No.: | Schedule TO | |
| Filing Party: | Evergreen Utilities and High Income Fund | |
| Date Filed: | March 22, 2006 |
/ / 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 March 22, 2006 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 445,117 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. |
(a)(5)(iv) Press release issued on April 24, 2006.
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 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: April 24, 2006
| EXHIBIT INDEX |
| Exhibit |