SC 13D
1
y45870sc13d.txt
SCHEDULE 13D
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
SierraCities.com Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------------------
(Title of Class of Securities)
826521 10 6
----------------------------------------------
(CUSIP Number)
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)
February 14, 2001
---------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [__]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended ("Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
2
[CUSIP No. 826521 10 6]
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: American Express Company
S.S. or I.R.S. Identification No. of Above Person: 13-4922250
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [___] (b) [___]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [____]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF
---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,817,057
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,817,057 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
3
[CUSIP No. 826521 10 6]
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: American Express Travel Related Services
Company, Inc.
S.S. or I.R.S. Identification No. of Above Person: 13-3133497
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [___] (b) [___]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [____]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF
---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,817,057
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,817,057 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
4
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.01 per share (the "Common Stock"), of SierraCities.com Inc.,
a Delaware corporation ("SierraCities"). The principal executive offices of
SierraCities are located at 600 Travis Street, Suite 7050, Houston, TX 77002.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by American Express Company, a
New York corporation ("American Express") and American Express Travel Related
Services Company, Inc., a New York corporation and wholly owned subsidiary of
American Express ("Travel Services" and together with American Express, the
"Reporting Persons"). The Reporting Persons are filing this statement jointly
pursuant to a Joint Filing Agreement attached hereto as Exhibit 1.
(b) The address of the principal office and principal business of
American Express and Travel Services is 200 Vesey Street, New York, New York
10285. The names, business addresses and principal businesses of each of the
directors and executive officers of American Express and Travel Services are set
forth on Schedule I hereto and incorporated by reference herein.
(c) American Express is primarily engaged in the business of
providing travel related services, financial advisory services and international
banking services throughout the world. Travel Services provides a variety of
products and services, including, among others, global card network, issuing and
processing services, the American Express(R) Card, the Optima(R) Card and other
consumer and corporate lending and banking products, stored value products,
business expense management products and tax preparation and business planning
services, magazine publishing, merchant transaction processing and point of sale
and back office products and services.
(d) During the past five years, none of the Reporting Persons nor,
to the best of their knowledge, any of the executive officers or directors of
any of the Reporting Persons, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons nor,
to the best of their knowledge, any of the executive officers or directors of
any of the Reporting Persons, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activity subject to federal or state
securities laws or finding any violation with respect to such laws.
(f) To the best knowledge of the Reporting Persons, all of the
directors and executive officers of the Reporting Persons are citizens of the
United States, except that Jan Leschly is a citizen of Denmark.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The securities were acquired pursuant to Tender Agreements dated as of
February 14, 2001 (the "Tender Agreements") between Travel Services and each of
the stockholders of SierraCities listed on Schedule II hereto (the
"Stockholders"). The Tender Agreements were entered into in connection with and
as a condition to the execution and delivery of the Merger Agreement (as defined
below). Travel Services did not pay additional consideration to the Stockholders
in connection with the execution and delivery of the Tender Agreements.
5
References to, and descriptions of, the Offer (as defined below), the
Merger (as defined below), the Merger Agreement and the Tender Agreements as set
forth herein are qualified in their entirety by reference to the copies of the
Merger Agreement and the Tender Agreements, respectively, included as Exhibits
to this Schedule 13D, and are incorporated herein in their entirety where such
references and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) Pursuant to an Agreement and Plan of Merger dated as of
February 14, 2001 (the "Merger Agreement"), among Travel Services, AMTRS Corp.,
a newly formed Delaware corporation and wholly owned subsidiary of Travel
Services ("AMTRS"), and SierraCities, and subject to the conditions set forth
therein, AMTRS will commence a tender offer (the "Offer") to purchase all of the
outstanding shares of Common Stock of SierraCities at a purchase price of $5.68
per share (such price, or such higher price as may be paid in the Offer, being
referred to herein as the "Per Share Amount"), net to the seller in cash,
without interest thereon. Following the completion of the Offer, AMTRS will
merge with and into SierraCities and SierraCities will become a wholly owned
subsidiary of Travel Services (such events constituting the "Merger"). Once the
Merger is consummated, AMTRS will cease to exist as a separate corporation and
all of the business, assets, liabilities and obligations of AMTRS will be merged
into SierraCities with SierraCities remaining as the surviving corporation (the
"Surviving Corporation").
As a result of the Merger, each outstanding share of Common
Stock, other than shares owned by SierraCities, Travel Services, AMTRS, any
subsidiary of SierraCities or Travel Services and, if applicable, stockholders
exercising appraisal rights, will be converted into the right to receive the Per
Share Amount in cash payable to the holder thereof, without interest (the
"Merger Consideration"). Pursuant to the Merger Agreement, each outstanding
option to purchase Common Stock shall be canceled in exchange for a single lump
sum cash payment (less any applicable tax withholdings) payable by the Surviving
Corporation, equal to the amount, if any, by which the Merger Consideration
exceeds the per share exercise price of such SierraCities stock option,
multiplied by the number of shares then subject to such SierraCities stock
option.
The Stockholders have, by executing the Tender Agreements,
agreed to tender in the Offer the 3,817,057 shares of Common Stock beneficially
owned by them (the "Shares"). The Shares constitute approximately 20.1% of the
total outstanding shares of Common Stock as of February 12, 2001. In addition,
as part of the Tender Agreements, each Stockholder has granted to Travel
Services an irrevocable proxy to vote or consent in writing, at every
SierraCities stockholders meeting and on every action or approval by written
consent instead of a meeting, (i) in favor of the approval and adoption of the
Merger Agreement and the approval of the Merger, and in favor of each of the
other actions contemplated by the Merger Agreement, (ii) against any proposal
for any recapitalization, merger, sale of assets or other business combination
between SierraCities and any person or entity (other than the Merger) and
(iii) against any action or agreement that would result in a breach of any
covenant, representation or warranty or would result in any obligation or
agreement of SierraCities under the Merger Agreement not being fulfilled or
would result in SierraCities being required to pay to Parent or Purchaser the
termination fee described in the Merger Agreement.
The Tender Agreements terminate upon the earliest of the
following: (i) the date upon which the Merger Agreement is terminated; (ii) the
date upon which the Merger is effected; (iii) the date upon which all of the
Stockholders' now owned or hereafter acquired shares of SierraCities' Common
6
Stock are purchased by Travel Services or AMTRS pursuant to the Offer and
(iv) the date on which the Offer terminates without the prompt purchase of
Common Stock thereunder.
The purpose of the transactions under the Tender Agreements
are to assist Travel Services and SierraCities in consummating the transactions
contemplated under the Merger Agreement.
(c) Not applicable.
(d) Upon the acceptance for payment of any shares of Common Stock
pursuant to the Offer, Travel Services will be entitled to designate a number of
directors of SierraCities, rounded up to the next whole number, that equals the
product of (i) the total number of directors on SierraCities' board of directors
multiplied by (ii) the percentage that the number of shares beneficially owned
by Travel Services or AMTRS following the acceptance for payment of shares
pursuant to the offer bears to the total number of shares outstanding. Until the
Merger has become effective, SierraCities' board of directors will consist of at
least two members who were directors of SierraCities prior to the consummation
of the Offer. Upon consummation of the Merger, the directors of AMTRS shall
become the directors of the Surviving Corporation. The initial officers of the
Surviving Corporation shall be the officers of AMTRS, until their respective
successors are duly elected or appointed and qualified.
(e) Neither of the Reporting Persons currently has any plan or
proposal which relates to, or may result in, any of the matters listed in Item
4(e) of Schedule 13D other than (i) the cancellation and payment of SierraCities
options as contemplated by the Merger Agreement and (ii) the change in the
number of outstanding shares of Common Stock as contemplated by the Merger
Agreement.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of
Incorporation of AMTRS, as in effect immediately prior to the Merger, shall
become the Certificate of Incorporation of the Surviving Corporation until
thereafter amended as provided by Delaware corporate law and such Certificate of
Incorporation. The name of the Surviving Corporation will be SierraCities.com
Inc. Upon consummation of the Merger, the Bylaws of AMTRS, as in effect
immediately prior to the Merger, shall be the Bylaws of the Surviving
Corporation until thereafter amended.
(h) The shares are currently traded on the Nasdaq National Market.
Following the consummation of the Merger, the shares will no longer be listed on
Nasdaq.
(i) Upon consummation of the Merger, the Common Stock will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.
(j) Other than as described above, neither of the Reporting
Persons currently has any plan or proposal which relates to, or may result in,
any of the matters listed in Items 4(a) - (i) of Schedule 13D. However, the
Reporting Persons will continue to review the business of SierraCities and may
in the future propose that SierraCities take one or more of such actions.
References to, and descriptions of, the Merger Agreement and the Tender
Agreements as set forth above in this Item 4 are qualified in their entirety by
reference to the copies of the Merger Agreement and the Tender Agreements
included as Exhibits to this Schedule 13D, and incorporated in this Item 4 in
their entirety where such references and descriptions appear.
7
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As a result of the Tender Agreements, Travel Services may be
deemed to be the beneficial owner of 3,817,057 shares of Common Stock. Those
shares of Common Stock constitute approximately 20.1% of the issued and
outstanding shares of Common Stock, based on the number of shares of Common
Stock outstanding as of February 12, 2001 (as represented by SierraCities in the
Merger Agreement discussed in Items 3 and 4). Travel Services may be deemed to
have the shared power to vote the shares of Common Stock with respect to those
matters described above. However, Travel Services (i) is not entitled to any
rights as a stockholder of SierraCities as to the shares of Common Stock and
(ii) disclaims any beneficial ownership of the shares of Common Stock. Travel
Services does not have the power to dispose of the shares of Common Stock.
Pursuant to the Tender Agreements, Travel Services has the right to vote, with
respect to those matters discussed above, any additional shares of Common Stock
acquired by any Stockholder (whether by purchase, upon conversion of options or
convertible securities or otherwise) after the date of the Tender Agreements.
(c) Except as described above, neither of the Reporting Persons
nor, to the best of their knowledge, any of the persons listed in Schedule I
hereto, effected any transactions in the class of securities reported during the
past 60 days.
(d) To the knowledge of the Reporting Persons, no other person has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities of SierraCities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than the Merger Agreement and the exhibits thereto, and the
Tender Agreements, to the knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships among the persons named
in Item 2 and between such persons and any person with respect to any securities
of SierraCities, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangement, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
1 Joint Filing Statement
2 Agreement and Plan of Merger, dated as of February 14, 2001,
by and among American Express Travel Related Services Company,
Inc., AMTRS Corp. and SierraCities.com Inc.
3 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and Depping 1999 Investment Limited Partnership.
4 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and Thomas J. Depping.
5 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and Sandy B. Ho.
6 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and Redstone Group, Ltd.
7 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and David C. Shindeldecker.
8 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and David L. Solomon.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 23, 2001
AMERICAN EXPRESS COMPANY
By: /s/ Stephen P. Norman
----------------------------------
Name: Stephen P. Norman
Title: Secretary
Date: February 23, 2001
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
By: /s/ Stephen P. Norman
----------------------------------
Name: Stephen P. Norman
Title: Secretary
9
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN EXPRESS COMPANY
The name, business address, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of American Express Company is set forth below. Unless
otherwise noted, each individual is a citizen of the United States, and the
business address of each executive officer of American Express is American
Express Tower, World Financial Center, 200 Vesey Street, New York, New York
10285.
Name and Business Address Title or Position Principal Occupation and Business of Employer
Daniel F. Akerson Director Chairman and Chief Executive Officer
XO Communications, Inc.
11111 Sunset Hills Road, 5th Floor
Reston, VA 20190
Edwin L. Artzt Director Retired Chairman of the Board and Executive
Officer,
The Proctor & Gamble Company
One Proctor & Gamble Plaza
Cincinnati, OH 45202-3315
William G. Bowen Director President
The Andrew W. Mellon Foundation
140 East 62nd Street
New York, NY 10021
Anne M. Busquet President, Interactive Services
and New Businesses, Travel
Services
Kenneth I. Chenault Chief Executive Officer and
Director
James M. Cracchiolo Group President -- Global American Express Company
Financial Services, Travel 200 AXP Financial Center
Services Minneapolis, MN 55474
Robert L. Crandall Director Former Chairman and Chief Executive Officer
AMR Corp. and American Airlines, Inc.
The Tower at Williams Square
5215 N. O'Connor Boulevard
Irving, TX 75039
Gary L. Crittenden Chief Financial Officer
10
Ursula F. Fairbairn Executive Vice President, Human
Resources
Edward P. Gilligan Group President -- Global
Corporate Services, Travel
Services
Harvey Golub Chairman and Director
Beverly Sills Greenough Director Chairman, Lincoln Center for the Performing Arts
165 West 65th Street, 9th Floor
New York, NY 10023
John D. Hayes Executive Vice President,
Advertising
David C. House Group President -- Global
Establishment Services and
Travelers Cheque, Travel Services
F. Ross Johnson Director Chairman and Chief Executive Officer
RJM Group
200 Galleria Parkway, N.W., Suite 970
Atlanta, GA 30339
Vernon E. Jordan, Jr. Director Senior Managing Director
Lazard, Inc.
30 Rockefeller Plaza
New York, NY 10020
Alfred Kelly, Jr. Group President -- U.S. Consumer
and Small Business Services,
Travel Services
Jan Leschly Director Chairman and Chief Executive Officer
(citizen of Denmark) Care Capital LLC,
Princeton Overlook I, 100 Overlook Center and
Route 1
Princeton, NJ 08540
Jonathan S. Linen Vice Chairman
Richard A. McGinn Director Former Chairman and CEO
Lucent Technologies, Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
11
Louise M. Parent Executive Vice President and
General Counsel
Frank P. Popoff Director Former Chairman and Chief Executive Officer
The Dow Chemical Company
2030 Dow Center
Midland, MI 48674
Glen Salow Executive Vice President and
Chief Information Officer
Thomas Schick Executive Vice President,
Corporate Affairs and
Communications
DIRECTORS AND EXECUTIVE OFFICERS OF
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
The name, business address, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of American Express Travel Related Services Company, Inc. is
set forth below. Unless otherwise noted, each individual is a citizen of the
United States, and the business address of each executive officer of Travel
Services is American Express Tower, World Financial Center, 200 Vesey Street,
New York, New York 10285.
Name and Business Address Title or Position Principal Occupation and Address and
Business of Employer
Anne M. Busquet President, Interactive Services
and New Businesses
Kenneth I. Chenault President, Chief Executive Chief Executive Officer
Officer and Director American Express Company
Edward P. Gilligan Group President -- Global
Corporate Services
Harvey Golub Chairman and Director Chairman
American Express Company
David C. House Group President -- Global
Establishment Services and
Travelers Cheque
12
Alfred Kelly, Jr. Group President -- U.S. Consumer
and Small Business Services
Louise M. Parent General Counsel and Director Executive Vice President and General
Counsel American Express Company
Jay B. Stevelman Treasurer
SCHEDULE II
STOCKHOLDERS
TENDER AGREEMENT STOCKHOLDER NUMBER OF SHARES OF PERCENTAGE OF OUTSTANDING SHARES OF
SIERRACITIES.COM COMMON STOCK SIERRACITIES.COM COMMON STOCK
BENEFICIALLY OWNED FEBRUARY 12, 2001
Depping 1999 Investment Limited 1,595,800 8.4%
Partnership
Thomas J. Depping 77,400 0.4%
Sandy B. Ho 245,990 1.3%
Redstone Group, Ltd. 1,183,151 6.2%
David C. Shindeldecker 84,867 0.5%
David L. Solomon 629,849 3.3%
--------- -----
Total 3,817,057 20.1%
13
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Joint Filing Statement
2 Agreement and Plan of Merger, dated as of February 14, 2001,
by and among American Express Travel Related Services Company,
Inc., AMTRS Corp. and SierraCities.com Inc.
3 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and Depping 1999 Investment Limited Partnership.
4 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and Thomas J. Depping.
5 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and Sandy B. Ho.
6 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and Redstone Group, Ltd.
7 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and David C. Shindeldecker.
8 Tender Agreement, dated as of February 14, 2001, by and
between American Express Travel Related Services Company, Inc.
and David L. Solomon.