EMERGING MARKETS INFRASTRUCTURE FUND INC
SC TO-I/A, 2000-10-27
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    As filed with the Securities and Exchange Commission on October 26, 2000
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                  Schedule TO/A
            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 2)

                 The Emerging Markets Infrastructure Fund, Inc.
                       (Name of Subject Company (issuer))

                 The Emerging Markets Infrastructure Fund, Inc.
                 (Names of Filing Persons (offerer and issuer))

                     Common Stock, Par Value $.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.
                              466 Lexington Avenue
                                   16th Floor
                            New York, New York 10017
                                 (212) 875-3500

      (Name, address, and telephone number of person authorized to receive
             notices and communications on behalf of filing persons)

                                 With a copy to:

                            Daniel Schloendorn, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                          New York, New York 10019-6099

                            Calculation of Filing Fee
================================================================================
Transaction Valuation                                 Amount of Filing Fee
--------------------------------------------------------------------------------
$ 68,955,648.......................................        $13,792(b)
================================================================================

(a)  Calculated as the aggregate maximum purchase price to be paid for 5,587,978
     shares in the offer, based upon a price per share of $12.34, which
     represents 95% of the net asset value per share at September 5, 2000.



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(b)  Calculated as 1/50th of 1% of the Transaction Valuation.

[x]  Check the box if any part of the fee is offset as provided by Rule
     O-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: $13,792
     Form or Registration No. Schedule TO
     Filing Party: The emerging Markets Infrastructure Fund
     Date Filed: September 8, 2000

[ ]  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]

================================================================================



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     This Amendment No. 2 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (as amended and supplemented, the "Schedule TO")
filed with the Securities and Exchange Commission (the "Commission") on
September 8, 2000, as previously amended by Amendment No. 1 on September 18,
2000, by The Emerging Markets Infrastructure Fund, Inc., a Maryland corporation
(the "Fund"), on September 8, 2000 (the "Schedule TO"), relating to the offer by
the Fund to purchase for cash up to 5,587,978 of the Fund's issued and
outstanding shares of Common Stock, par value $0.001 per share, upon the terms
and subject to the conditions set forth in the Offer to Purchase (the "Offer to
Purchase") and in the related Letter of Transmittal, copies of which are
attached as Exhibits (a)(1) and (a)(2) to the Schedule TO (the "Tender Offer").

     The Schedule TO is hereby amended and supplemented by adding the following:

     9,293,649.533 shares of the Fund's Common Stock were tendered in the Tender
Offer, prior to the expiration of the Tender Offer at 5:00 p.m., New York City
time, on October 20, 2000. The Fund accepted 5,587,979 shares of Common Stock
for payment at a price of $10.29 per share. On a pro-rated basis, 60.13% of the
shares of Common Stock tendered by each tendering stockholder were accepted for
payment.

     Reference is hereby made to the press release issued by The Fund on October
23, 2000 a copy of which is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.

Item 12. Exhibits.

Exhibit (a)(9)      Text of Press Release issued by The Emerging Markets
                    Infrastructure Fund, Inc. on October 23, 2000.

Exhibit (a)(10)     Text of Press Release issued by The Emerging Markets
                    Infrastructure Fund, Inc. on October 26, 2000.


                                       2

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                                    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.


                                        THE EMERGING MARKETS
                                        INFRASTRUCTURE FUND, INC.

                                        By: /s/ Hal Liebes, Esq.
                                            ------------------------------
                                            Hal Liebes, Esq.
                                            Managing Director


Date: October 27, 2000


                                       3

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                                  EXHIBIT INDEX

The following item is hereby added to the Exhibit Index:

Exhibit No.         Exhibit Description
-----------         -------------------

Exhibit (a)(9)      Text of Press Release issued by The emerging Markets
                    Infrastructure Fund, Inc. on October 23, 2000.

Exhibit (a)(10)     Text of Press Release issued by The emerging Markets
                    Infrastructure Fund, Inc. on October 26, 2000.






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