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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
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SIERRACITIES.COM INC.
(Name of Subject Company)
SIERRACITIES.COM INC.
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(including the associated share purchase rights)
(Title of Class of Securities)
826521 10 6
(CUSIP Number of Class of Securities)
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Alan L. Langus
Corporate Secretary, Executive Vice President and General Counsel
SierraCities.Com Inc.
399 Knollwood Road, Suite G-10
White Plains, New York 10603
(914) 286-6365
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the persons filing statement)
With a copy to:
Richard D. Pritz
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
[x] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Contact: Richard D'Ambrosio
American Express
212-640-4868
richard.d'ambrosio@aexp.com
Thomas J. Depping
SierraCities.com
713-221-8822
thomasdepping@sierracities.com
AMERICAN EXPRESS TO PURCHASE SIERRACITIES.COM, A LEADER IN SMALL
BUSINESS EQUIPMENT FINANCING
NEW YORK AND HOUSTON, February 14, 2001 - American Express Company and
SierraCities.com Inc. today announced the signing of a definitive agreement for
American Express Travel Related Services Company, Inc. to acquire SierraCities,
a leading equipment finance company, for $5.68 a share, or a total of $107.5
million for approximately 18.9 million shares outstanding.
American Express will offer to purchase all outstanding shares of
SierraCities pursuant to a tender offer expected to commence within the next two
weeks. This transaction is subject to the tender of at least two-thirds of
SierraCities shares, as well as other customary conditions, and is expected to
be completed by the end of March.
The acquisition of SierraCities, with more than $1.5 billion in
receivables, will significantly expand American Express' existing equipment
financing business and further American Express' leadership in small business
lending.
"SierraCities' capabilities complement our portfolio of lending products
and services," said Kerry D. Hatch, Executive Vice President and General
Manager, American Express Small Business Services. "This transaction will
significantly increase our scale in small business lending and enhance American
Express' ability to provide convenient and competitive products and services to
small companies."
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"We are delighted to have reached this agreement with American Express,"
said SierraCities CEO, Tom Depping. "The power of the American Express brand
combined with its commitment to the small business market will benefit our
customers, shareholders and employees."
American Express provides equipment financing through participating
equipment vendors in the form of leases and directly to small businesses
through term loans.
SierraCities, based in Houston, is an innovator of technology solutions
for online business-to-business financing. Its state-of-the-art technology
platform supports real-time funding of e-commerce transactions by automating a
range of processes, including applications, data retrieval and underwriting.
American Express Small Business Services (SBS) has been providing small
business equipment financing since 1997. SBS, a unit solely dedicated to
supporting firms with fewer than 100 employees, serves more than 2.5 million
small business owners with a range of lending and payment services, including
charge and credit cards, unsecured lines of credit, term loans and equipment
financing.
American Express Company (www.americanexpress.com) is a diversified
worldwide financial, travel and network services provider founded in 1850. It is
a leader in charge and credit cards, Travelers Cheques, travel, financial
planning, investment products, insurance, accounting and international banking.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of SierraCities.com, Inc. At the time the offer is
commenced, American Express Travel Related Services Company, Inc., a subsidiary
of the American Express Company, and a subsidiary of such company, will file a
tender offer statement with the U.S. Securities and Exchange Commission and
SierraCities.com Inc. will file a solicitation/recommendation statement with
respect to the offer. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information which
should be read carefully before any decision is made with respect to the offer.
The offer to purchase, the related letter of transmittal and certain other offer
documents, as well as the
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solicitation/recommendation statement, will be made available to all
shareholders of SierraCities.com Inc. at no expense to them. The tender offer
statement (including the offer to purchase, the related letter of transmittal
and all other offer documents filed with the Securities and Exchange Commission)
and the solicitation/recommendation statement will also be available for free at
the Securities and Exchange Commission's web site at www.sec.gov.
Certain of the statements contained herein, including the time period in
which the transaction may be completed, are forward-looking statements of future
expectations. Actual events may differ materially from these expectations, and
to, among other things, the receipt of required regulatory approvals and the
number and timing of shares actually tendered in the offer.
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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: February 14, 2001
SIERRACITIES.COM INC.
By: /s/ Thomas J. Depping
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Name: Thomas J. Depping
Title: President and Chief Executive Officer