As filed with the Securities and Exchange Commission on January 27, 2005
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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. 2)
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:
David C. Mahaffey, Esquire
Sullivan & Worcester LLP
1666 K Street, N.W.
Washington, D.C. 20006
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
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$12,914,362(a) $1,520.02(b)
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(a) Calculated as the aggregate maximum purchase price to be paid for 575,250
shares in the offer, based upon the net asset value per share of $22.45 at
December 14, 2004.
(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: $1,520.02
Form or Registration No.: Schedule TO
Filing Party: Evergreen Utilities and High Income Fund
Date Filed: December 20, 2004
/ / 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: /x/
Introductory Statement
This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on December 20, 2004 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 to purchase for cash
(the "Offer") up to 5% or 575,250 of the Fund's issued and outstanding common
shares, no par value (the "Shares"), 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, and to add
the following information in accordance with Rule 13e-4(c)(4) of the Securities
Exchange Act of 1934, as amended, and General Instruction H of Schedule TO:
The Offer expired at 5:00 p.m. EST on January 24, 2005. Pursuant to the Offer,
3,799,973 Shares were properly tendered and not withdrawn, and 575,250 of the
tendered Shares were accepted by the Fund on January 27, 2005 for purchase at
the price of $22.08 per share, which is equal to the net asset value per share
determined as of the close of the regular trading session of the New York Stock
Exchange on January 25, 2005. Payment for the Shares purchased was made on
January 27, 2005. The aggregate purchase price paid by the Fund for the Shares
purchased pursuant to the Offer was $12,701,520.
Reference is hereby made to the press release issued on January 24, 2005, a copy
of which was previously filed with the Securities and Exchange Commission in
Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO on January
25, 2005 and is incorporated herein by reference and to the press release issued
on January 27, 2005 a copy of which is attached hereto as Exhibit (a)(5)(v) and
is incorporated herein by reference.
Item 12. Exhibits.
The following material is hereby filed as an additional exhibit to the Fund's
Schedule TO:
(a)(5)(v) Press release issued on January 27, 2005.
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: January 27, 2005
EXHIBIT INDEX
Exhibit
(a)(5)(v) Press release issued on January 27, 2005.