<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
FINAL AMENDMENT
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
(Name of Issuer)
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
290921-10-5
(CUSIP Number of Class of Securities)
Hal Liebes, Esq.
Senior Vice President
The Emerging Markets Infrastructure Fund, Inc.
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 832-2626
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
--------------------------------------------------------------
Copy To:
Daniel Schloendorn, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
--------------------------------------------------------------
MAY 27, 1999
(Date Tender Offer First Published,
Sent or Given to Security Holders)
--------------------------------------------------------------
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION* $30,779,717 AMOUNT OF FILING FEE** $6,155.94***
- --------------------------------------------------------------------------------
* Calculated solely for the purpose of determining the filing fee, based
upon the purchase of a maximum of 3,011,714 shares of Common Stock at a
price per share of $10.22, which represents 95% of $10.76, the net
asset value per share as of May 21, 1999.
** Calculated as 1/50th of 1% of the Transaction Valuation.
*** Previously paid.
/ / Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identifying the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form of schedule and the date of its filing.
Amount Previously Paid:
--------------------------------------------
Form or Registration No.:
------------------------------------------
Filing Party:
------------------------------------------------------
Date Filed:
--------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Final Amendment to the issuer Tender Offer Statement on
Schedule 13E-4 (the "Statement") of The Emerging Markets Infrastructure Fund,
Inc. (the "Fund") relates to the Fund's offer to purchase (the "Offer") up to
3,011,714 shares of Common Stock of the Fund, par value $0.001 per share (the
"Shares") at a price per Share equal to 95% of the Fund's net asset value per
share as of the close of regular trading on the New York Stock Exchange, on June
25, 1999. The Statement was originally filed with the Securities and Exchange
Commission on May 26, 1999. This Final Amendment amends such Statement to
disclose the following information in accordance with Rule 13e-4(c)(3) of the
Securities Exchange Act of 1934, and General Instruction D of Schedule 13E-4.
The Offer expired at the close of regular trading on the New
York Stock Exchange on June 25, 1999. Pursuant to the Offer, 3,011,714 Shares
were validly tendered and accepted by the Fund for purchase at a price of $10.62
per Share, representing 95% of the Fund's net asset value per share of $11.18 on
June 25, 1999. The aggregate purchase price paid by the Fund for the Shares
purchased pursuant to the Offer was $31,984,410.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The following material is hereby filed as additional exhibits
to the Fund's Statement on Schedule 13E-4:
(a)(9) Text of Press Release, dated June 28, 1999.
(a)(10) Text of Press Release, dated July 1, 1999.
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.
The Emerging Markets Infrastructure Fund, Inc.
By: /s/ William W. Priest, Jr.
---------------------------------
Name: William W. Priest, Jr.
Title: Chairman
Date: July 9, 1999
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ------------------------------------------- ------------------------------------------------------------------
<S> <C>
(a) (1)* Form of Offer to Purchase dated May 26, 1999
(a) (2)* Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Substitute Form W-9).
(a) (3)* Form of Notice of Guaranteed Delivery.
(a) (4)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a) (5)* Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a) (6)* Form of Letter to Shareholders of the Fund dated May 26, 1999, from
William W. Priest, Jr., Chairman of the Board.
(a) (7)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a) (8)* Certificate of Foreign Status on Form W-8 and General Instructions
thereto.
(a) (9)** Text of Press Release, dated June 28, 1999.
(a) (10)** Text of Press Release, dated July 1, 1999.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- ------------------------------------------
</TABLE>
* Previously filed
** Filed herewith
-2-
<PAGE>
Exhibit (a)(9)
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
One Citicorp Center
153 East 53rd Street
New York, New York 10022
EMERGING MARKETS INFRASTRUCTURE
FUND
ANNOUNCES COMPLETION OF TENDER
OFFER
For Immediate Release
JUNE 28, 1999
CONTACT: INVESTOR RELATIONS
CREDIT SUISSE ASSET MANAGEMENT (FORMERLY BEA ASSOCIATES)
1-800-293-1232
NEW YORK--(BUSINESS WIRE)--June 28, 1999--The Emerging Markets
Infrastructure Fund, Inc. (the "Fund") today announced the termination of its
tender offer for up to 3,011,714 shares of common stock of the Fund. The offer
was for cash at a price equal to 95% of the Fund's net asset value per share as
determined at the close of Friday's regular trading on the New York Stock
Exchange ("NYSE") upon the terms and conditions set forth in the Fund's Issuer
Tender Offer Statement and the related Letter of Transmittal. The net asset
value at of the close of trading on Friday was $11.18 per share, and accordingly
the tender offer price is $10.62 per share. The deadline for participating in
the offer was the close of Friday's regular trading session on the NYSE.
Approximately, 10,700,000 shares of the Fund's common stock were tendered
through the stated expiration date. Therefore, on a pro-rata basis,
approximately 28.15% of the shares so tendered are expected to be accepted for
payment. The final number of shares validly tendered and accepted pursuant to
the tender offer will be announced at a later date.
The Fund is a closed-end management investment company that seeks high total
return through long-term capital appreciation by investing primarily in equity
securities issued by infrastructure companies in emerging countries. The Fund is
traded on the New York Stock Exchange under the trading symbol "EMG". The Fund's
investment adviser is Credit Suisse Asset Management.
<PAGE>
Periodically updated information on the Fund can be obtained by calling the
Fund's toll free number (1-800-293-1232) or by consulting the Fund's website
reachable at www.cefsource.com.
Any questions or requests for assistance with respect to the tender offer may
be directed to Georgeson & Company, Inc., the Information Agent for the
offer, toll free at (800) 223-2064 or collect at (212) 440-9800.
-4-
<PAGE>
Exhibit (a)(10)
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
One Citicorp Center
153 East 53rd Street
New York, New York 10022
EMERGING MARKETS INFRASTRUCTURE
FUND
ANNOUNCES FINAL RESULTS OF TENDER
OFFER
For Immediate Release
JULY 1, 1999
CONTACT: INVESTOR RELATIONS
CREDIT SUISSE ASSET MANAGEMENT (FORMERLY BEA ASSOCIATES)
1-800-293-1232
NEW YORK--July 1, 1999--The Emerging Markets Infrastructure Fund, Inc.
(the "Fund") today announced the final results of its tender offer for up to
3,011,714 shares of common stock which terminated on June 25, 1999. The number
of shares properly tendered and not withdrawn was 11,475,060. The final
pro-ration factor is 26.134495%. Accordingly, the Fund will purchase 3,011,714
shares at a price of $ 10.62 per share.
The Fund will purchase all shares of shareholders owning fewer than 100 shares
(odd-lot holders) and other tendering shareholders will be permitted to sell
26.134495% of the shares tendered.
The Fund expects that the depositary will begin issuing payment for the shares
on Tuesday, July 6, 1999
The Fund is a closed-end management investment company that seeks high total
return through long-term capital appreciation by investing primarily in equity
securities issued by infrastructure companies in emerging countries. The Fund is
traded on the New York Stock Exchange under the trading symbol "EMG". The Fund's
investment adviser is Credit Suisse Asset Management.
<PAGE>
Periodically updated information on the Fund can be obtained by calling the
Fund's toll free number 1-800-293-1232 or by consulting the Fund's website
www.cefsource.com.
Any questions or requests for assistance with respect to the tender offer may be
directed to Georgeson & Company, Inc., the Information Agent for the offer, toll
free at (800) 223-2064 or collect at (212) 440-9800.
-6-
