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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
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SIERRACITIES.COM INC.
(Name of Subject Company)
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TRUCKEE ACQUISITION CO.
VERTICALNET, INC.
(Names of Filing Persons--Offerors)
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Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
355944104
(CUSIP Number of Class of Securities)
James W. McKenzie, Jr. Esq.
Senior Vice President, General Counsel and Secretary
VerticalNet, Inc.
700 Dresher Road
Horsham, Pennsylvania 19044
(215) 328-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Person)
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Copies to:
James H. Carroll
Cooley Godward LLP
2595 Canyon Boulevard, Suite 250
Boulder, Colorado 80302-6737
(303) 546-4000
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CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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Transaction Valuation* Amount of Filing Fee**
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<S> <C>
$87,506,595 $17,501
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) and (3) and Rule 457(c) of the Securities
Act of 1933, based on the product of (i) $4.59385, the average of the
high and low sales prices of SierraCities common stock on November 13,
2000, as reported by the Nasdaq National Market, and (ii) 19,048,640
shares of SierraCities common stock, the number of shares of
SierraCities common stock outstanding at the close of business on
November 13, 2000.
** One-fiftieth of 1% of the value of the transaction.
|X| 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: $ 23,102 Filing Party: VerticalNet, Inc.
Form or Registration No.: Form S-4 Date Filed: November 16, 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:
|X| third-party tender offer subject to Rule 14d-1.
| | 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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This Tender Offer Statement on Schedule TO (this "Schedule TO"), is
filed by VerticalNet, Inc., a Pennsylvania corporation ("VerticalNet"), and
Truckee Acquisition Co., a Delaware corporation ("Truckee") and a wholly owned
subsidiary of VerticalNet. This Schedule TO relates to the offer by Truckee to
exchange a fraction of a share of common stock, par value $.01 per share (the
"VerticalNet Shares"), of VerticalNet for each outstanding share of common
stock, par value $.01 per share (the "SierraCities Shares"), of SierraCities.com
Inc., a Delaware corporation ("SierraCities"), based on an exchange ratio
described below and upon the terms and subject to the adjustments and conditions
set forth in the Prospectus dated November 16, 2000 (the "Prospectus") and in
the related Letter of Transmittal, copies of which are attached hereto as
exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements
thereto, collectively constitute the "Offer").
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other supplement thereto related
to the Offer hereafter filed with the Securities and Exchange Commission by
VerticalNet, is hereby incorporated by reference in answer to Items 2 through 11
of this Schedule TO. The Agreement and Plan of Merger, dated as of November 6,
2000, among VerticalNet, Truckee and SierraCities, a copy of which is attached
as exhibit (d)(1) hereto and the Tender Agreement, among VerticalNet and certain
stockholders of SierraCities, a copy of which is attached as exhibit (d)(2)
hereto, are incorporated by reference with respect to Items 5 and 11 of this
Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
Information is disclosed to security holders in a prospectus meeting
the requirements Rule 421(d) of the Securities Act of 1933.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(c) During the last five years, none of VerticalNet, Truckee or, to the
best of their knowledge, any of the persons listed on Schedule I to the
Prospectus (1) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (2) was a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
On September 30, 1999, VerticalNet and SierraCities entered into an
agreement pursuant to which they agreed to develop and maintain a co-branded
Internet site. The approximate dollar amount of the transaction was $250,000.
ITEM 12. EXHIBITS.
(a)(1) Prospectus relating to the VerticalNet Shares to be issued in
the Offer and the Merger (incorporated by reference from VerticalNet's
Registration Statement on Form S-4 filed on November 16, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
exhibit 99.1 to VerticalNet's Registration Statement on Form S-4 filed on
November 16, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference
to exhibit 99.2 to VerticalNet's Registration Statement on Form S-4 filed on
November 16, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to exhibit 99.3 to
VerticalNet's Registration Statement on Form S-4 filed on November 16, 2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees (incorporated by reference
to exhibit 99.4 to VerticalNet's Registration Statement on Form S-4 filed on
November 16, 2000).
(a)(6) Form of Letter to Participants in SierraCities' 401(K) plan
(incorporated by reference to Exhibit 99.5 to VerticalNet's Registration
Statement on Form S-4 filed on November 16, 2000).
2
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(a)(7) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (incorporated by reference to exhibit 99.6 to
VerticalNet's Registration Statement on Form S-4 filed on November 16, 2000).
(d)(1) Agreement and Plan of Merger dated as of November 6, 2000, among
SierraCities, VerticalNet and Truckee (incorporated by reference to exhibit 2.1
to VerticalNet's Registration Statement on Form S-4 filed on November 16, 2000).
(d)(2) Form of Tender Agreement, dated as of November 6, 2000, among
VerticalNet and certain stockholders of SierraCities (incorporated by reference
to exhibit 4.1 to VerticalNet's Registration Statement on Form S-4 filed on
November 16, 2000).
(d)(3) Form of Employment Agreement, dated as of November 6, 2000,
between VerticalNet, SierraCities and certain officers of SierraCities.
3
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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.
Dated: November 16, 2000
TRUCKEE ACQUISITION CO.
By: /s/ James W. McKenzie, Jr.
-----------------------------
Name: James W. McKenzie, Jr.
Title: Director, Vice President
and Secretary
VERTICALNET, INC.
By: /s/ James W. McKenzie, Jr.
-----------------------------
Name: James W. McKenzie, Jr.
Title: Senior Vice President,
General Counsel and
Secretary
4
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EXHIBIT INDEX
Number Exhibit Name
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(a)(1) Prospectus relating to the VerticalNet Shares to be issued in the
Offer and the Merger (incorporated by reference from VerticalNet's
Registration Statement on Form S-4 filed on November 16, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
exhibit 99.1 to VerticalNet's Registration Statement on Form S-4
filed on November 16, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference
to exhibit 99.2 to VerticalNet's Registration Statement on Form
S-4 filed on November 16, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to exhibit
99.3 to VerticalNet's Registration Statement on Form S-4 filed on
November 16, 2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by
reference to exhibit 99.4 to VerticalNet's Registration Statement
on Form S-4 filed on November 16, 2000).
(a)(6) Form of Letter to Participants in SierraCities' 401(K) plan
(incorporated by reference to Exhibit 99.5 to VerticalNet's
Registration Statement on Form S-4 filed on November 16, 2000).
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to exhibit 99.6 to
VerticalNet's Registration Statement on Form S-4 filed on November
16, 2000).
(d)(1) Agreement and Plan of Merger dated as of November 6, 2000, among
SierraCities, VerticalNet and Truckee (incorporated by reference
to exhibit 2.1 to VerticalNet's Registration Statement on Form S-4
filed on November 16, 2000).
(d)(2) Form of Tender Agreement, dated as of November 6, 2000, among
VerticalNet and certain stockholders of SierraCities (incorporated
by reference to exhibit 4.1 to VerticalNet's Registration
Statement on Form S-4 filed on November 16, 2000).
(d)(3) Form of Employment Agreement, dated as of November 6, 2000,
between VerticalNet, SierraCities and certain officers of
SierraCities.
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