As filed with the Securities and Exchange Commission on November 19, 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 November 19, 2004.
Item 13. Information Required by Schedule 13E-3.
Not Applicable.