As filed with the Securities and Exchange Commission on May 9, 2001 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(4) of the Securities Exchange Act of 1934 Amendment No. ___ The Italy Fund Inc. (Name of Subject Company (issuer)) The Italy Fund Inc. (Names of Filing Persons (offerer and issuer)) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 465395101 (CUSIP Number of Class of Securities) Christina T. Sydor, Esq. Secretary The Italy Fund Inc. 388 Greenwich Street New York, New York 10013 (212) 816-6474 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons) With a copy to: Burton M. Leibert, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019-6099 [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: [ ] ================================================================================