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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
(AMENDMENT NO. 2)
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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, Esq.
Cooley Godward LLP
2595 Canyon Boulevard, Suite 250
Boulder, Colorado 80302-6737
(303) 546-4000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
1.
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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: [ ]
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed by VerticalNet, Inc., a Pennsylvania corporation
("VerticalNet"), and Truckee Acquisition Co., a Delaware corporation ("Truckee")
and a wholly owned subsidiary of VerticalNet, on November 16, 2000, relating 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 in the Prospectus dated November 16, 2000
(the "Prospectus") and in the related Letter of Transmittal, copies of which are
attached as exhibits (a)(1) and (a)(2) hereto (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 Agreements, 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 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented as follows:
On December 29, 2000, VerticalNet issued the press release contained in
Exhibit (a)(9) hereto which announced extension of the Offer until midnight,
January 16, 2001. The information set forth in the press release is incorporated
herein by reference.
2.
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ITEM 12. EXHIBITS.
(a)(9) Text of press release issued by VerticalNet, Inc. dated December
29, 2000 (filed under Rule 425 under the Securities Act of 1933 by VerticalNet,
Inc. on January 2, 2001).
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: January 2, 2001
TRUCKEE ACQUISITION CO.
By: /s/ James W. McKenzie
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Name: James W. McKenzie, Jr.
Title: Director, Vice President and
Secretary
VERTICALNET, INC.
By: /s/ James W. McKenzie
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Name: James W. McKenzie, Jr.
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Number Exhibit Name
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(a)(9) Text of press release issued by VerticalNet, Inc. dated
December 29, 2000 (filed under Rule 425 under the Securities
Act of 1933 by VerticalNet, Inc. on January 2, 2001).
3.
