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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)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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ONDISPLAY, INC.
(Name of Subject Company)
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WHEELS ACQUISITION CORP.
VIGNETTE CORPORATION
(Name of Filing Person- Offeror)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
68232l00
(CUSIP Number of Securities)
DAVID BRODSKY
VIGNETTE CORPORATION
901 SOUTH MOPAC EXPRESSWAY
AUSTIN, TEXAS 78746
(512) 306-4300
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(Name, address, including zip code, and telephone number of
Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
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Copies to:
DAVID W. FERGUSON
DAVIS POLK & WARDWELL
1600 EL CAMINO REAL
MENLO PARK, CA 94025
(650) 752-2000
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|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of the 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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<PAGE>
This Amendment No. 1 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 (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 2, 2000, Vignette Corporation issued the press release contained in
Exhibit (a)(8) hereto. The information set forth in the press release is
incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Prospectus relating to Vignette Shares to be issued in the
Offer and the Merger (incorporated by reference from Vignette's
Registration Statement on Form S-4 filed on June 2, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
exhibit 99.1 to Vignette's Registration Statement on Form S-4
filed on June 2, 2000).
(a)(8) Text of press release issued by Vignette Corporation dated
June 2, 2000 (incorporated by reference to the filing under Rule
425 under the Securities Act of 1933 by Vignette Corporation on
June 2, 2000).
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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: June 5, 2000
WHEELS ACQUISITION CORP.
By: /s/ Charles W. Sansbury
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Name: Charles W. Sansbury
Title: Vice President and Secretary
VIGNETTE CORPORATION
By: /s/ Charles W. Sansbury
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Name: Charles W. Sansbury
Title: Senior VP, Corporate Development
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME
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(a) (1) Prospectus relating to Vignette Shares to be issued in
the Offer and the Merger (incorporated by reference from
Vignette's Registration Statement on Form S-4 filed on June
2, 2000).
(a) (2) Form of Letter of Transmittal (incorporated by reference to
exhibit 99.1 to Vignette's Registration Statement on Form
S-4 filed on June 2, 2000).
(a) (8) Text of press release issued by Vignette Corporation dated
June 2, 2000 (incorporated by reference to the filing under
Rule 425 under the Securities Act of 1933 by Vignette
Corporation on June 2, 2000).
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