-----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, EY52zV3374/3VJ3malukUTWFOiejV6pe3ZOLP9kG8uvgsu98sG1jnP4MhhjT3bSa XzvdRpaC0xoq8mCorc/R7Q== 0000004962-01-500017.txt : 20010223 0000004962-01-500017.hdr.sgml : 20010223 ACCESSION NUMBER: 0000004962-01-500017 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010214 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-C SEC ACT: SEC FILE NUMBER: 005-53097 FILM NUMBER: 1544448 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: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 134922250 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR WORLD FINANCIAL CN STREET 2: 200 VESEY ST 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 MAIL ADDRESS: STREET 1: AMERICAN EXPRESS TOWER STREET 2: 200 VESEY ST 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 SC TO-C 1 sierra.txt 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 -------------------- SIERRACITIES.COM INC. (Name of Subject Company (Issuer)) AMTRS CORP. a wholly-owned subsidiary of AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 826521 10 6 ------------------------------------- (CUSIP Number of Class of Securities) David S. Carroll, Esq. Group Counsel American Express Company 200 Vesey Street New York, New York 10285 (212) 640-2000 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) COPY TO: Douglas P. Long, Esq. Faegre & Benson LLP 90 South Seventh Street Minneapolis, Minnesota 55402 (612) 336-3288 February 14, 2001 CALCULATION OF FILING FEE - ------------------------------------------------------------------------------- Transaction Valuation Amount of Filing Fee $ N/A $ N/A --------- --------- [ ] Check the 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 Form or Registration No.: N/A Filing Party: N/A Date Filed: N/A [X] 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: [ ] ITEMS 1-11. Not Applicable ITEM 12. Exhibits. EX-99.1 Press Release dated February 14, 2001 ITEM 13. Information Required by Schedule 13E-3. Not Applicable -2- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION EX-99.1 Press Release dated February 14, 2001 -3- EX-99 2 ex99feb14.txt EXHIBIT 99.1 NEWS RELEASE NEWS RELEASE NEWS RELEASE [LOGO OF AMERICAN EXPRESS] American Express American Express Tower World Financial Center New York, N.Y. 10285-4809 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 the 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 the 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. (more) AMTRS CORP./SIERRACITIES.COM INC. Page 2 "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." "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. (more) AMTRS CORP./SIERRACITIES.COM INC. Page 3 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 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 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, due to, among other things, the receipt of required regulatory approvals and the number and timing of shares actually tendered in the offer. ### -----END PRIVACY-ENHANCED MESSAGE-----