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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1)OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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)
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With a copy to:
Daniel Schloendorn, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION $68,955,648(a) Amount of Filing Fee $13,792(b)
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(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.
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
/ / 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: ____________________________________________________
Form or Registration No. ___________________________________________________
Filing Party: ______________________________________________________________
Date Filed: ________________________________________________________________
/ / 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: / /
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INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO relates to an offer by The
Emerging Markets Infrastructure Fund, Inc., a Maryland corporation (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 contained in the Offer to Purchase dated September 8, 2000 and the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") and are filed as
exhibits to this Schedule TO.
The information set forth in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference in answer to the items required
to be disclosed in this Schedule TO.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase, dated September 8, 2000.
(a)(2) Form of Letter of Transmittal.
(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 of Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Text of press release issued by the Fund dated September 8, 2000.
(a)(7) Text of letter to shareholders of the Fund dated September 8, 2000,
from William W. Priest, Jr., Chairman of the Board of Directors.
(a)(8) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(b)(1) Credit Agreement, dated as of June 23, 1999 (the "Credit Agreement"),
among the Fund, other investment companies or portfolios thereof
advised by Credit Suisse Asset Management, LLC, the banks party
thereto from time to time Deutsche Bank AG, New York Branch as
administrative agent, The Bank of Nova Scotia as syndication agent,
and State Street Bank and Trust Company, as operations agent.(1)
(b)(2) First Amendment to Credit Agreement, dated as of June 21, 2000.(2)
(c)-(h) Not applicable.
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(1) Filed as Exhibit 99.13.D to Pre-Effective Amendment No. 1 to The Emerging
Markets Infrastructure Fund, Inc.'s Registration Statement on Form N-14,
filed on August 25, 2000 (File No. 333-43064).
(2) Filed as Exhibit 99.13.E to Pre-Effective Amendment No. 1 to The Emerging
Markets Infrastructure Fund, Inc.'s Registration Statement on Form N-14,
filed on August 25, 2000 (File No. 333-43064).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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/ WILLIAM W. PRIEST, JR.
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Name: William W. Priest, Jr.
Title: Chairman of the Board of
Directors
Dated: September 8, 2000
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