0000908737-05-000039.txt : 20120628 0000908737-05-000039.hdr.sgml : 20120628 20050124174047 ACCESSION NUMBER: 0000908737-05-000039 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050125 DATE AS OF CHANGE: 20050124 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-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80163 FILM NUMBER: 05545412 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-I/A 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-I/A 1 scheduletoa-1.txt SCHEDTOA-1 As filed with the Securities and Exchange Commission on January 24, 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: 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 ------------------------------------------ ------------------------------------- ------------------------------------------ ------------------------------------- $12,914,362(a) $1,520.02(b) ------------------------------------------ ------------------------------------- (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: / / Introductory Statement This Amendment No. 1 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 up to 5% or 575,250 of the Fund's issued and outstanding common shares, no par value, 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. 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 January 24, 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 24, 2005 EXHIBIT INDEX Exhibit (a)(5)(iv) Press release issued on January 24, 2005. EX-99 2 exhibit.txt PRESS RELEASE EXHIBIT PRESS RELEASE For Immediate Release 24 January 2005 Contact: Media Inquiries Laura Fay 617.210.3867 lfay@evergreeninvestments.com [Logo] Evergreen Investments EVERGREEN INVESTMENTS ANNOUCES EXPIRATION AND PRELIMINARY RESULTS OF TENDER OFFER BOSTON - Evergreen Utilities and High Income Fund (AMEX:ERH), a non-diversified closed-end equity and high yield bond fund, announced today its tender offer for up to 5% or 575,250, in the aggregate, of its issued and outstanding common shares, expired today at 5:00 p.m ET. Shareholders who participated in the tender offer will receive the net asset value of the fund shares as calculated on January 25, 2005. Based upon current information, approximately 3,800,967 shares were tendered, including shares tendered pursuant to notices of guaranteed delivery. Based on this preliminary information, the proration for each tendering stockholders is estimated to be 15% of the shares properly tendered (except those shareholders holding 99 shares or less, in which case all of their shares will be purchased if properly tendered). These numbers are subject to adjustment and should not be regarded as final. The actual number of shares to be purchased will be announced at a later date. Management of the Fund anticipates acceptance on January 27, 2005 of 575,250 shares properly tendered and that payment for such shares will be made on or about January 27, 2005. The purchase price of properly tendered shares is equal to the net asset value per share determined as of the close of the regular trading session on the New York Stock Exchange on January 25, 2005. Evergreen Utilities and High Income Fund is a non-diversified closed-end equity and high yield bond fund. The fund's primary investment objective is to seek a high level of current income and moderate capital growth, with an emphasis on providing tax-advantaged dividend income. 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. Please contact EquiServe Trust Company, N.A., the fund's information agent, at 888-396-7866 for more information. 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 $247 billion in assets (as of December 31, 2004). For more information on Evergreen, please visit www.evergreeninvestments.com.