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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO-T/A
(RULE 14D-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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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
MARCH 5, 2001
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
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$119,534,953 $23,907
* 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.
[X] 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: $23,907
Form or Registration No.: Schedule TO
Filing Party: American Express Travel Related Services
Company, Inc. and AMTRS Corp.
Date Filed: February 27, 2001
[ ] 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 Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on February 27, 2001, by AMTRS Corp., a Delaware corporation
("Purchaser"), and American Express Travel Related Services Company, Inc., a New
York corporation ("Parent"). The Schedule TO relates to an offer by Purchaser 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 to the
Schedule TO as Exhibits (a)(1) and (a)(2), respectively.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following to the end of paragraph (b) of Item 11:
"On March 5, 2001, American Express Company (the parent company of Parent
and Purchaser ("American Express")) issued a press release announcing the
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. A copy of that press
release is attached hereto as Exhibit (a)(10) and 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.*
(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.*
(a)(10) Text of press release issued by
American Express on March 5, 2001.+
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(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.
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* Previously filed.
+ Filed herewith.
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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: March 5, 2001
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ BRADLEY ALEXANDER
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Bradley Alexander
Vice President, Finance, Small
Business Services
AMTRS CORP.
By: /s/ BRADLEY ALEXANDER
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Bradley Alexander
Vice President and Treasurer