This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by Vignette Corporation, a Delaware corporation ("Vignette"), and Wheels Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Vignette ("Wheels"), on June 2, 2000, as previously amended (the "Schedule TO"), relating to the offer (the "Offer") by Wheels to exchange each issued and outstanding share of common stock, par value $.001 per share (the "OnDisplay Shares") of OnDisplay, Inc., a Delaware corporation ("OnDisplay"), for shares of common stock, par value $.01 per share (the "Vignette Shares"), of Vignette based on the exchange ratio described in the Prospectus referenced below.

       The Offer is made pursuant to an Agreement and Plan of Merger, dated as of May 21, 2000, by and among Vignette, Wheels and OnDisplay which contemplates the merger of Wheels into OnDisplay (the "Merger"). Vignette has filed a registration statement with the Securities and Exchange Commission on Form S-4 relating to the Vignette Shares to be issued to stockholders of OnDisplay in the Offer and the Merger (the "Registration Statement"). The terms and conditions of the Offer and the Merger are set forth in the prospectus which is a part of the Registration Statement (the "Prospectus"), and the related Letter of Transmittal, which are Exhibits (a) (1) and (a) (2) hereto.

       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 Vignette, is hereby incorporated by reference in answer to Items 2 through 11 of this Schedule TO.
 

ITEM 11.

ADDITIONAL INFORMATION

       Item 11 is hereby amended and supplemented as follows:

       On June 15, 2000, Vignette Corporation and OnDisplay, Inc. issued the joint press release contained in Exhibit (a)(9) hereto. The information set forth in the press release is incorporated herein by reference.
 

ITEM 12.	EXHIBITS.
(a) (9)	Text of joint press release issued by Vignette Corporation and OnDisplay, Inc. dated June 15, 2000 (incorporated by reference to the filing under Rule 425 under the Securities Act of 1933 by Vignette Corporation on June 15, 2000).

 

       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: June 15, 2000
 

	WHEELS ACQUISITION CORP.
	By:         /s/ Charles W. Sansbury        Name: Charles W. Sansbury       Title: Vice President and Secretary
	VIGNETTE CORPORATION
	By:         /s/ Charles W. Sansbury         Name: Charles W. Sansbury        Title: Senior VP, Corporate Development

 
 

EXHIBIT NUMBER		EXHIBIT NAME
(a) (9)		Text of joint press release issued by Vignette Corporation and OnDisplay, Inc. dated June 15, 2000 (incorporated by reference to the filing under Rule 425 under the Securities Act of 1933 by Vignette Corporation on June 15, 2000).