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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 9
TO
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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PCORDER.COM, INC.
(NAME OF SUBJECT COMPANY)
PCORDER.COM, INC. (ISSUER)
TRILOGY SOFTWARE, INC. (OFFEROR)
(NAMES OF FILING PERSONS)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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70453H 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
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LANCE A. JONES, ESQ. RICHARD FRIEDMAN
VICE PRESIDENT AND GENERAL COUNSEL VICE PRESIDENT, GENERAL COUNSEL AND
TRILOGY SOFTWARE, INC. SECRETARY
6034 WEST COURTYARD DRIVE PCORDER.COM, INC.
AUSTIN, TEXAS 78730 5001 PLAZA ON THE LAKE
(512) 425-3167 AUSTIN, TEXAS 78746
(512) 694-1100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPIES TO:
DENNIS R. CASSELL, ESQ. HENRY LESSER, ESQ.
HAYNES AND BOONE, LLP GRAY CARY WARE & FREIDENRICH LLP
7501 N. CAPITAL OF TEXAS HIGHWAY 400 HAMILTON AVENUE
BLDG. A, SUITE 130 PALO ALTO, CALIFORNIA 94301
AUSTIN, TEXAS 78731 (650) 833-2425
(512) 692-8388
[ ] 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.
[X] 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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This Amendment No. 9 to the Tender Offer Statement on Schedule TO dated
November 6, 2000, as previously amended (the "SCHEDULE TO"), relates to the
tender offer by Trilogy Software, Inc., a Delaware corporation
("TRILOGY"), to purchase any and all of the issued and outstanding shares of
Class A common stock, par value $0.01 per share (the "COMMON STOCK" or the
"SHARES"), of pcOrder.com, Inc., a Delaware corporation ("pcORDER"), at a
purchase price of $6.375 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated November 6, 2000 (the "INITIAL OFFER TO PURCHASE"), a copy of
which was previously filed as Exhibit (a)(1)(A) to the Schedule TO, the
Supplement to the Offer to Purchase dated November 17, 2000 ("SUPPLEMENT
NO. 1"), a copy of which was previously filed as Exhibit (a)(1)(Y) to the
Schedule TO, Supplement No. 2 to the Offer to Purchase dated November 20, 2000
("SUPPLEMENT NO. 2"), a copy of which was previously filed as Exhibit (a)(1)(DD)
to the Schedule TO, Supplement No. 3 to the Offer to Purchase dated December 7,
2000 ("SUPPLEMENT NO. 3"), a copy of which was previously filed as Exhibit
(a)(1)(MM) to the Schedule TO (the Initial Offer to Purchase, Supplement No. 1,
Supplement No. 2 and Supplement No. 3, each as amended or supplemented from time
to time, are together referred to herein as the "OFFER TO PURCHASE"), and in the
related Letter of Transmittal, a copy of which was previously filed as Exhibit
(a)(1)(C) to the Schedule TO (which, together with the Offer to Purchase, as
amended or supplemented from time to time, constitute the "OFFER").
The information in the Offer, as amended hereby, including all schedules
and annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of the Schedule TO, as amended hereby.
Capitalized terms used and not otherwise defined herein have the meanings
given those terms in the Offer to Purchase.
This Amendment No. 9 is being filed for the following purposes:
(1) to reference the information set forth under the caption "Item 11.
Additional Information;" and
(2) to reflect the addition of certain Exhibits (see Item 12).
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in the Schedule TO under the caption "Item 11.
Additional Information" and set forth in the Offer to Purchase is amended and
supplemented as follows:
The information set forth in the joint press release of pcOrder and
Trilogy dated December 20, 2000, filed as an Exhibit to this Amendment No. 9
(See Item 12), is incorporated herein by reference.
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ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by the addition
of the following exhibits:
(a)(1)(SS) Amendment No. 9, dated December 20, 2000, to Recommendation
Statement on Schedule 14D-9 of pcOrder.com, Inc., dated November 6, 2000, as
previously amended by exhibits (a)(1)(Z), (a)(1)(AA), (a)(1)(FF), (a)(1)(GG),
(a)(1)(II), (a)(1)(LL), (a)(1)(OO) and (a)(1)(QQ). (Filed as Amendment No. 9 to
Schedule 14D-9 on December 20, 2000 and incorporated herein by reference.)
(a)(1)(TT) Joint Press Release, dated December 20, 2000, of pcOrder.com,
Inc. and Trilogy Software, Inc.
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
TRILOGY SOFTWARE, INC.
By: /s/ Dennis R. Cassell
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Dennis R. Cassell
Secretary
Date: December 20, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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The Exhibit List of the Schedule TO is hereby amended and supplemented by the
addition of the following exhibits:
(a)(1)(SS) Amendment No. 9, dated December 20, 2000, to Recommendation
Statement on Schedule 14D-9 of pcOrder.com, Inc., dated November 6,
2000, as previously amended by exhibits (a)(1)(Z), (a)(1)(AA),
(a)(1)(FF), (a)(1)(GG), (a)(1)(II), (a)(1)(LL), (a)(1)(OO) and
(a)(1)(QQ). (Filed as Amendment No. 9 to Schedule 14D-9 on December
20, 2000 and incorporated herein by reference.)
(a)(1)(TT) Joint Press Release, dated December 20, 2000, of pcOrder.com, Inc.
and Trilogy Software, Inc.
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