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EXHIBIT 99(d)
Offer to Exchange
Each Outstanding Share of Common Stock
of
OnDisplay, Inc.
for
1.58 Shares of Common Stock of
Vignette Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JUNE 29, 2000, UNLESS THE OFFER IS EXTENDED.
June 2, 2000
To Our Clients:
Enclosed for your consideration are the Prospectus, dated June 2, 2000 (the
"Prospectus"), and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer") in
connection with the offer by Wheels Acquisition Corp. ("Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Vignette Corporation, a Delaware
corporation ("Vignette"), to exchange 1.58 shares of Vignette common stock, par
value $0.01 per share (the "Vignette Common Shares") for each outstanding share
of common stock, par value $0.001 per share (the "OnDisplay Shares"), of
OnDisplay, Inc., a Delaware corporation ("OnDisplay"). The Offer is being made
in connection with the Agreement and Plan of Merger dated as of May 21, 2000
(the "Merger Agreement") among Vignette, Purchaser and OnDisplay. The Merger
Agreement provides, among other things, that following the completion of the
Offer and the satisfaction or waiver, if permissible, of all conditions set
forth in the Merger Agreement and in accordance with the Delaware General
Corporations Law, Purchaser will be merged with and into OnDisplay (the
"Merger", with OnDisplay surviving the Merger as a wholly owned subsidiary of
Vignette.
WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF ONDISPLAY SHARES
HELD FOR YOUR ACCOUNT. A TENDER OF SUCH ONDISPLAY SHARES CAN BE MADE ONLY BY US
AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER
OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED
BY YOU TO TENDER ONDISPLAY SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the OnDisplay Shares held by us for your account, upon the terms and subject to
the conditions set forth in the Offer.
Your attention is invited to the following:
1. The consideration per OnDisplay Share is 1.58 Vignette Common
Shares.
2. The Offer is being made for all outstanding OnDisplay Shares.
3. The Offer and withdrawal rights will expire at 12:00 midnight,
New York City time, on Thursday, June 29, 2000, unless the Offer is
extended.
4. The Offer is subject to various conditions set forth in the
Prospectus, which you should review in detail.
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5. The OnDisplay board of directors by unanimous vote of the
directors participating in the vote (1) determined that the Offer, the
Merger and the Merger Agreement are fair to, and in the best interests
of, the OnDisplay stockholders, (2) approved the Merger, the Offer and
the Merger Agreement and (3) recommends that OnDisplay stockholders
accept the Offer and tender their OnDisplay Shares pursuant thereto and
approve and adopt the Merger Agreement.
6. Stockholders who fail to complete and sign the Substitute Form
W-9 may be subject to a required federal backup withholding tax of 31%
of the cash payable to such stockholder or other payee for fractional
shares pursuant to the Offer.
Except as disclosed in the Prospectus, neither Vignette nor Purchaser is
aware of any state in which the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute.
If you wish to have us tender any or all of your OnDisplay Shares, please so
instruct us by completing, executing and returning to us the instruction form
set forth on the reverse side of this letter. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your OnDisplay
Shares, all such OnDisplay Shares will be tendered unless otherwise specified
on the reverse side of this letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US
IN SUFFICIENT TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFER.
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Instructions With Respect to the
Offer to Exchange
All Outstanding Shares of Common Stock
of
OnDisplay, Inc.
for
Shares of Common Stock
of
Vignette Corporation
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated June 2, 2000 (the "Prospectus") and the related Letter of
Transmittal in connection with the offer by Wheels Acquisition Corp., a
Delaware corporation, to exchange 1.58 shares of Vignette Corporation common
stock, par value $0.01 per share, for each outstanding share of common stock,
par value $0.001 per share (the "OnDisplay Shares"), of OnDisplay Inc., a
Delaware corporation.
This will instruct you to tender the number of OnDisplay Shares indicated
below (or if no number is indicated below, all OnDisplay Shares) held by you
for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Account Number:
Number of OnDisplay Shares to be Tendered:* Shares
Dated: , 2000
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Signature(s)
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Print Name(s)
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Address(es)
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Area Code and Telephone Number
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Tax Identification or Social Security Number(s)
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* Unless otherwise indicated, it will be assumed that all OnDisplay Shares
held by us for your account are to be tendered.
PLEASE RETURN THIS FORM TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT
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