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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SIERRACITIES.COM INC.
(NAME OF SUBJECT COMPANY (ISSUER))
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AMTRS CORP.
A WHOLLY-OWNED SUBSIDIARY OF
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
(NAMES OF FILING PERSONS (OFFERORS))
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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826521 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DAVID S. CARROLL, GROUP COUNSEL
AMERICAN EXPRESS COMPANY
200 VESEY STREET
NEW YORK, NEW YORK 10285
(212) 640-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
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COPY TO:
DOUGLAS P. LONG, ESQ.
FAEGRE & BENSON LLP
2200 WELLS FARGO CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 336-3000
FEBRUARY 27, 2001
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$119,534,953 $23,907
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* Estimated for purposes of calculating the amount of filing fee only. This
calculation assumes the purchase of all outstanding shares of Common Stock,
par value $.01 per share (the "Shares"), of SierraCities.com Inc. (the
"Company") at a price per Share of $5.68 in cash, without interest. As of
February 23, 2001, there were (i) 18,918,640 Shares outstanding and (ii)
2,126,246 Shares reserved for issuance for outstanding options to acquire
Shares from the Company. The amount of the filing fee, calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934, is 1/50th
of one percent of the aggregate transaction value.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: N/A FILING PARTY: N/A
FORM OR REGISTRATION NO.: N/A DATE FILED: N/A
[ ] 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: [ ]
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TENDER OFFER
This Tender Offer Statement on Schedule TO (the "Schedule TO") relates to
an offer by AMTRS Corp., a Delaware corporation ("Purchaser") and a wholly-owned
subsidiary of American Express Travel Related Services Company, Inc., a New York
corporation ("Parent"), to purchase all of the issued and outstanding shares of
Common Stock, par value $.01 per share (together with the associated preferred
share purchase rights, the "Shares"), of SierraCities.com Inc., a Delaware
corporation (the "Company"), for a price of $5.68 per Share, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated February 27, 2001 (the "Offer to
Purchase"), and in the related Letter of Transmittal (the "Letter of
Transmittal"), copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively (which, as either may be amended or supplemented, together
constitute the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of the Schedule TO, except as otherwise set forth
below.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Offer to Purchase under "Summary Term
Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The name of the subject company is SierraCities.com Inc., a
Delaware corporation. The Company's principal executive
offices are located at 600 Travis Street, Suite 7050,
Houston, TX 77002. The Company's telephone number is (713)
221-8822.
(b) The information set forth in the Offer to Purchase under
"Introduction" and Section 1 ("Terms of the Offer;
Expiration Date") is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase in
Section 6 ("Price Range of Shares; Dividends") is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a), (b), (c) (1, 2, 5) This Schedule TO is being filed by Purchaser and Parent. The
information set forth in the Offer to Purchase under
"Introduction," in Section 8 ("Certain Information
Concerning Purchaser, Parent and American Express") and in
Schedule I ("Directors and Executive Officers of Parent,
Purchaser and American Express") to the Offer to Purchase is
incorporated herein by reference.
(c) (3-4) During the last five years, none of Purchaser, Parent,
American Express Company, a New York corporation and the
parent company of Parent ("American Express"), nor, to the
best of their knowledge, any of the persons listed in
Schedule I ("Directors and Executive Officers of Parent,
Purchaser and American Express") to the Offer to Purchase
(i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a
party to any judicial or administrative proceeding (except
for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final
order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or
state securities laws.
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Item 4. TERMS OF THE TRANSACTION
(a)(1)(i-viii, xii) The information set forth in the Offer to Purchase under
"Introduction," Section 1 ("Terms of the Offer; Expiration
Date"), Section 2 ("Acceptance for Payment and Payment for
Shares"), Section 3 ("Procedures for Tendering Shares"),
Section 4 ("Withdrawal Rights"), Section 5 ("Certain Tax
Considerations"), Section 11 ("Purpose of the Offer and
Merger; Plans for the Company; Merger Agreement; Tender
Agreements and Other Agreements; Other Matters"), Section 14
("Certain Conditions of the Offer") and Section 15 ("Certain
Legal Matters and Regulatory Approvals") is incorporated
herein by reference.
(a)(1)(ix) Not applicable.
(a)(1)(x) Not applicable.
(a)(1)(xi) Not applicable.
(a)(2)(i-iv, vii) The information set forth in the Offer to Purchase under
Section 11 ("Purpose of the Offer and Merger; Plans for the
Company; Merger Agreement; Tender Agreements and Other
Agreements; Other Matters") and Section 5 ("Certain Tax
Considerations") is incorporated herein by reference.
(a)(2)(v) Not applicable.
(a)(2)(vi) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) No transactions, other than those described in paragraph
(b), have occurred during the past two years between the
filing persons (including any person specified in
Instruction C to Schedule TO) and the Company or any of its
affiliates that are not natural persons.
(b) The information set forth in the Offer to Purchase under
"Introduction," Section 8 ("Certain Information Concerning
Purchaser, Parent and American Express"), Section 10
("Background of the Offer; Contacts with the Company") and
Section 11 ("Purpose of the Offer and Merger; Plans for the
Company; Merger Agreement; Tender Agreements and Other
Agreements; Other Matters") is incorporated herein by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) The information set forth in the Offer to Purchase under
"Introduction," Section 10 ("Background of the Offer;
Contacts with the Company") and Section 11 ("Purpose of the
Offer and Merger; Plans for the Company; Merger Agreement;
Tender Agreements and Other Agreements; Other Matters") is
incorporated herein by reference.
(c)(1-7) The information set forth in the Offer to Purchase under
"Introduction," Section 10 ("Background of the Offer;
Contacts with the Company"), Section 11 ("Purpose of the
Offer and Merger; Plans for the Company; Merger Agreement;
Tender Agreements and Other Agreements; Other Matters"),
Section 12 ("Dividends and Distributions") and Section 13
("Effect of the Offer on the Market for the Shares, The
Nasdaq National Market Listing and Exchange Act
Registration") is incorporated herein by reference.
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ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a), (d) The information set forth in the Offer to Purchase under
Section 9 ("Source and Amount of Funds") is incorporated
herein by reference.
(b) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a), (b) The information set forth in the Offer to Purchase under
"Introduction," Section 8 ("Certain Information Concerning
Purchaser, Parent and American Express"), Section 10
("Background of the Offer; Contacts with the Company") and
Section 11 ("Purpose of the Offer and Merger; Plans for the
Company; Merger Agreement; Tender Agreements and Other
Agreements; Other Matters") is incorporated herein by
reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) The information set forth in the Offer to Purchase under
"Introduction" and Section 16 ("Fees and Expenses") is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS
(a), (b) Because the consideration offered consists solely of cash,
the Offer is not subject to any financing condition and the
Offer is for all outstanding Shares, Purchaser and Parent
believe that the financial condition of Parent, Purchaser
and American Express and their affiliates is not material to
a decision by a holder of Shares whether to sell, tender or
hold Shares pursuant to the Offer.
ITEM 11. ADDITIONAL INFORMATION
(a) The information set forth in the Offer to Purchase under
"Introduction," Section 1 ("Terms of the Offer; Expiration
Date"), Section 11 ("Purpose of the Offer and Merger; Plans
for the Company; Merger Agreement; Tender Agreements and
Other Agreements; Other Matters"), Section 13 ("Effect of
the Offer on the Market for the Shares, The Nasdaq National
Market Listing and Exchange Act Registration") and Section
15 ("Certain Legal Matters and Regulatory Approvals") is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase and the
related Letter of Transmittal, copies of which are filed as
Exhibits (a)(1) and (a)(2) hereto, respectively, is
incorporated herein by reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS
(a)(1) Offer to Purchase, dated February 27, 2001.
(a)(2) Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
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(a)(7) Form of Letter to Participants in First Sierra 401(k) Plan.
(a)(8) Text of press release issued by Parent and the Company,
dated February 14, 2001 (incorporated by reference to the
Tender Offer Statement on Schedule TO filed by Parent and
Purchaser with the Securities and Exchange Commission on
February 14, 2001).
(a)(9) Summary Advertisement as published in The Wall Street
Journal on February 27, 2001.
(d)(1) Agreement and Plan of Merger, dated as of February 14, 2001,
by and between the Company, Parent and Purchaser
(incorporated by reference to Exhibit 2 to American Express'
and Parent's Schedule 13D, filed February 26, 2001.
(d)(2) Tender Agreement, dated as of February 14, 2001, by and
between Parent and Depping 1999 Investment Limited
Partnership (incorporated by reference to Exhibit 3 to
American Express' and Parent's Schedule 13D, filed February
26, 2001).
(d)(3) Tender Agreement, dated as of February 14, 2001, by and
between Parent and Thomas J. Depping (incorporated by
reference to Exhibit 4 to American Express' and Parent's
Schedule 13D, filed February 26, 2001).
(d)(4) Tender Agreement, dated as of February 14, 2001, by and
between Parent and Sandy B. Ho (incorporated by reference to
Exhibit 5 to American Express' and Parent's Schedule 13D,
filed February 26, 2001).
(d)(5) Tender Agreement, dated as of February 14, 2001, by and
between Parent and Redstone Group, Ltd. (incorporated by
reference to Exhibit 6 to American Express' and Parent's
Schedule 13D, filed February 26, 2001).
(d)(6) Tender Agreement, dated as of February 14, 2001, by and
between Parent and David C. Shindeldecker (incorporated by
reference to Exhibit 7 to American Express' and Parent's
Schedule 13D, filed February 26, 2001).
(d)(7) Tender Agreement, dated as of February 14, 2001, by and
between Parent and David L. Solomon (incorporated by
reference to Exhibit 8 to American Express' and Parent's
Schedule 13D, filed February 26, 2001).
(d)(8) Letter Agreement (Confidentiality Agreement), dated as of
June 9, 2000, by and between the Company and Parent.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
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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.
Date: February 27, 2001
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ STEPHEN P. NORMAN
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Stephen P. Norman
Secretary
AMTRS CORP.
By: /s/ STEPHEN P. NORMAN
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Stephen P. Norman
Vice President and Secretary
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