-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mz9oVl01E5dqTuzRs/Hk06i6IxKb/oL4q+hM1hWocSg/Ee7xxBxlzbda1qpU8dpC CO+gjGI4wD+zodxoU9sIEQ== 0000893220-00-001450.txt : 20010122 0000893220-00-001450.hdr.sgml : 20010122 ACCESSION NUMBER: 0000893220-00-001450 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIERRACITIES COM INC CENTRAL INDEX KEY: 0001034812 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 760438432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-53097 FILM NUMBER: 799613 BUSINESS ADDRESS: STREET 1: CHASE TOWER SUITE 7050 STREET 2: 600 TRAVIS STREET CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132218822 MAIL ADDRESS: STREET 1: CHASE TOWER SUITE 7050 STREET 2: 600 TRAVIS STREET CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: FIRST SIERRA FINANCIAL INC DATE OF NAME CHANGE: 19970227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERTICALNET INC CENTRAL INDEX KEY: 0001043946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 232815834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 700 DRESHER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2153286100 MAIL ADDRESS: STREET 1: 700 DRESHER RD CITY: HORSHAM STATE: PA ZIP: 19044 SC TO-T/A 1 w44067scto-ta.txt AMENDMENT NO. 2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) --------------- SIERRACITIES.COM INC. (Name of Subject Company) --------------- TRUCKEE ACQUISITION CO. VERTICALNET, INC. (Names of Filing Persons--Offerors) --------------- 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) --------------- Copies to: James H. Carroll, Esq. Cooley Godward LLP 2595 Canyon Boulevard, Suite 250 Boulder, Colorado 80302-6737 (303) 546-4000 --------------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. 1. 2 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. 3 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 --------------------------------- Name: James W. McKenzie, Jr. Title: Director, Vice President and Secretary VERTICALNET, INC. By: /s/ James W. McKenzie --------------------------------- Name: James W. McKenzie, Jr. Title: Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Number Exhibit Name - ------ ------------ (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. -----END PRIVACY-ENHANCED MESSAGE-----