<PAGE> 1
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. 3)
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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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[ ] 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: [X]
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This Amendment No. 3 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 and a
wholly owned subsidiary of VerticalNet ("Truckee"), 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, 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 respectively (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 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 (the "Merger Agreement"), a
copy of which is attached as exhibit (d)(1) hereto and the Tender Agreements,
among VerticalNet and certain stockholders of SierraCities, a form 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 January 10, 2001, VerticalNet and SierraCities issued the press release
contained in Exhibit (a)(10) hereto which announced their mutual termination of
the Merger Agreement and the termination of the Offer. None of the SierraCities
Shares tendered in the Offer will be accepted for exchange, and all SierraCities
Shares deposited with VerticalNet's transfer agent pursuant to the Offer will be
promptly returned to the applicable SierraCities stockholders. The information
set forth in the press release is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(10) Text of press release issued by VerticalNet, Inc. and
SierraCities.com Inc. dated January 10, 2001.
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.
Dated: January 10, 2001
TRUCKEE ACQUISITION CO.
By: /s/ James W. McKenzie, Jr.
------------------------------------
Name: James W. McKenzie, Jr.
Title: 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
3.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit Name
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<S> <C>
(a)(10) Text of press release issued by VerticalNet, Inc. and SierraCities.com
Inc. dated January 10, 2001.
</TABLE>
4.
