-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ON1twY3HaZhm/6nhoTpWMcuC6ae3yThKNtADuUQwruqVKoX69XnI50D6Dq6MPJpH tEnwPznJPpCOlxzm2UDoWg== 0000908737-04-000951.txt : 20041209 0000908737-04-000951.hdr.sgml : 20041209 20041209160337 ACCESSION NUMBER: 0000908737-04-000951 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVERGREEN UTILITIES & HIGH INCOME FUND CENTRAL INDEX KEY: 0001279014 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-80163 FILM NUMBER: 041193484 MAIL ADDRESS: STREET 1: 200 BERKELEY ST CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: EVERGREEN UTILITIES TRUST DATE OF NAME CHANGE: 20040206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVERGREEN UTILITIES & HIGH INCOME FUND CENTRAL INDEX KEY: 0001279014 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC TO-C MAIL ADDRESS: STREET 1: 200 BERKELEY ST CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: EVERGREEN UTILITIES TRUST DATE OF NAME CHANGE: 20040206 SC TO-C 1 sched_to.txt As filed with the Securities and Exchange Commission on December 9, 2004 ========================================================================= 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. )* 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 - ------------------------------------- ------------------------------------ Transaction Valuation Amount of Filing Fee - ------------------------------------- ------------------------------------ N/A N/A - -------------------------------------- ------------------------------------ / / 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: Form or Registration No.: Filing Party: Date Filed: /X/ 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: / / Items 1-11. Not Applicable. Items 12. Materials to be Filed as Exhibits. Text of Press Release issued by Evergreen Investments with respect to Evergreen Utilities and High Income Fund on December 9, 2004. Item 13. Information Required by Schedule 13E-3. Not Applicable. EX-99.1 2 exhibit.txt EXHIBIT PRESS RELEASE For Immediate Release 9 December 2004 Media Inquiries Laura Fay 617.210.3867 lfay@evergreeninvestments.com [Logo] Evergreen Investments EVERGREEN FUND BOARD APPROVES EVERGREEN UTILITIES AND HIGH INCOME FUND TENDER OFFER BOSTON - Evergreen Utilities and High Income Fund (AMEX:ERH), a closed-end equity and bond fund, announced that the Board of Trustees approved a tender offer to repurchase up to 5% of the fund's outstanding shares at net asset value. The repurchase offer period will commence on December 20, 2004 when the notification of the repurchase offer is sent to shareholders. The repurchase deadline is expected to be 5:00 p.m. ET on January 24, 2005. Shareholders who participate in the tender offer will receive the net asset value of the fund shares as calculated on January 25, 2004, or, if the offer is extended, on the business day following the date to which the offer is extended. Shareholders participating in the tender offer are required to tender at least 20 percent of their shares. The complete terms of the offer will be contained in the Offer to Purchase and related Letter of Transmittal. As described in the fund's prospectus dated April 27, 2004, under the Enhanced Liquidity Plan, the Board is required to consider repurchasing shares in the event that the fund's common shares trade at a discount to net asset value of greater than 5 percent for at least 15 out of 20 trading days during a predetermined measurement period. The first measurement period commenced on October 29, 2004. As of the close of business on November 26, 2004, the fund had traded at a discount of greater than 5 percent for at least 15 of the 20 trading days, prompting the Board's consideration of the tender offer. There can be no assurance that any action proposed or approved by the Board will reduce or eliminate the discount at which the fund's shares may be trading. This announcement is not an offer to purchase or the solicitation of an offer to sell shares of the fund. The tender offer will be made only by the Offer to Purchase and the related Letter of Transmittal, expected to be mailed to shareholders on or about December 20, 2004. Shareholders should read these documents carefully when they are available because they will contain important information. These documents will also be available to investors for free at the website of the Securities and Exchange Commission (www.sec.gov). The Offer to Purchase and Letter of Transmittal will also be able to be obtained at no charge by contacting EquiServe Trust Company, N.A., the fund's information agent, as provided in the Offer to Purchase. Neither the offer to purchase shares will be made to, nor will tenders pursuant to the Offer to Purchase be accepted from or on behalf of, holders of shares in any jurisdiction in which making or accepting the offer to purchase would violate that jurisdiction's laws. Investments in the fund involve risk. Additional risks are associated with investing in utility and below investment grade securities, such as risk that concentrating investments in one single sector could increase volatility of your investment and risk that below investment grade investment is more prone to default or decline in market value. About Evergreen Investments Evergreen Investments is the brand name under which Wachovia Corporation (NYSE:WB) conducts its investment management business and is a leading asset management firm serving more than four million individual and institutional investors through a broad range of investment products. Led by 350 investment professionals, Evergreen Investments strives to meet client investment objectives through disciplined, team-based asset management. Evergreen Investments manages more than $247 billion in assets (as of September 30, 2004). For more information on Evergreen, please visit www.evergreeninvestments.com -End- -----END PRIVACY-ENHANCED MESSAGE-----