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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
pcORDER.COM, INC.
(NAME OF THE ISSUER)
pcORDER.COM, INC.
POI ACQUISITION CORP., INC.
(NAMES OF PERSONS FILING STATEMENT)
Class A Common Stock, par value $0.01 per share
(TITLE OF CLASS OF SECURITIES)
70453H 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
Richard Friedman Lance A. Jones, Esq.
Vice President, General Counsel Vice President and General Counsel
and Secretary Trilogy Software, Inc.
pcOrder.com, Inc. 6034 West Courtyard Drive
5001 Plaza on the Lake Austin, Texas 78730
Austin, Texas 78746 (512) 425-3167
(512) 684-1100
(NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
COPIES TO:
Henry Lesser, Esq. Dennis R. Cassell, Esq.
Gray, Cary, Ware & Freidenrich LLP Haynes and Boone, LLP
400 Hamilton Avenue 7501 N. Capital of Texas Highway
Palo Alto, California 94301-1809 Bldg. A, Suite 130
(650) 833-2425 Austin, Texas 78731
(512) 692-8388
THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
A. [_] THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION STATEMENT SUBJECT
TO REGULATION 14A (SS.SS.240.14A-1 THROUGH 240.14B-2), REGULATION 14C
(SS.SS.240.14C-1 THROUGH 240.14C-101) OR RULE 13E-3(C) (SS.240.13E-3(C)) UNDER
THE SECURITIES EXCHANGE ACT OF 1934 ("THE ACT").
B. [_] THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933.
C. [X] A TENDER OFFER.
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D. [_] NONE OF THE ABOVE.
CHECK THE FOLLOWING BOX IF THE SOLICITING MATERIALS OR INFORMATION STATEMENT
REFERRED TO IN CHECKING BOX (A) ARE PRELIMINARY COPIES: [_]
CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE RESULTS
OF THE TRANSACTION: [_]
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This Amendment No. 5 to the Transaction Statement on Schedule 13E-3
initially filed with the Securities and Exchange Commission on November 17,
2000, as previously amended (the "Schedule 13E-3"), by pcOrder.com, Inc., a
Delaware corporation ("pcORDER"), and POI Acquisition Corp., Inc., a Delaware
corporation (POI ACQUISITION CORP.") which is a wholly-owned subsidiary of
Trilogy Software, Inc., a Delaware corporation ("TRILOGY"), relates to the
tender offer by 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, 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"), which was previously filed as Exhibit (a)(1)(A) to
the Schedule 13E-3, the first Supplement to the Offer to Purchase dated November
17, 2000 ("SUPPLEMENT No. 1"), which was previously filed as Exhibit (a)(1)(Y)
to the Schedule 13E-3, Supplement No. 2 to the Offer to Purchase dated November
20, 2000 ("SUPPLEMENT No. 2"), which was previously filed as Exhibit (a)(1)(DD)
to the Schedule 13E-3, Supplement No. 3 to the Offer to Purchase dated December
7, 2000 ("SUPPLEMENT NO. 3"), a copy of which is attached hereto as Exhibit
(a)(1)(MM) (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, which was previously filed as Exhibit (a)(1)(C) to the
Schedule 13E-3 (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 13E-3, as amended hereby. All
references in this Amendment No. 7 to information set forth under an identified
caption of the Initial Offer to Purchase, as supplemented by Supplement No. 1
and Supplement No. 2, include references to any information set forth under the
corresponding caption of Supplement No. 3, all of which supplemental information
is incorporated herein by reference in the applicable Item of this Schedule TO.
Capitalized terms used and not otherwise defined herein have the meaning
given those terms in the Offer to Purchase.
This Amendment No. 5 is being filed for the following purposes:
(1) to reference the information contained in Supplement No. 3; and
(2) to reflect the addition of certain Exhibits (see Item 16).
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ITEM 16. EXHIBITS.
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by the addition
of the following exhibits:
(a)(1)(MM) Supplement No. 3 to Offer to Purchase dated December 7, 2000.
(a)(1)(NN) Letter to stockholders from Ross A. Cooley, Chairman and Chief
Executive Officer of pcOrder.com, Inc., dated December 7, 2000.
(a)(1)(OO) Amendment No. 7, dated December 7, 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) and (a)(1)(LL). (Filed as Amendment No. 7 to Schedule 14D-9 on
December 7, 2000 and incorporated herein by reference.)
(a)(1)(PP) Joint Press Release, dated December 7, 2000, of pcOrder.com, Inc.
and Trilogy Software, Inc.
(a)(5)(J) Amended Complaint of Jerry Krim against pcOrder.com, Inc., Trilogy
Software, Inc., Ross A. Cooley, Joseph A. Liemandt, Robert W. Stearns, Linwood
A. Lacy, Jr. and Peter J. Barris, filed in the United States District Court for
the Western District of Texas, Austin Division, on December 6, 2000.
(d)(1)(C) Form of Option Settlement Agreement to be entered into by and among
pcOrder.com, Inc., Trilogy Software, Inc. and employees of Trilogy Software,
Inc. that are holders of options to purchase shares of Class A common stock of
pcOrder.com, Inc.
(d)(1)(D) Form of Option Relinquishment and Release Agreement to be entered
into by and between Trilogy Software, Inc. and holders of options to purchase
shares of Class A common stock of pcOrder.com, Inc. from Trilogy Software, Inc.
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SIGNATURES
After due inquiry and to the best of each of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
pcOrder.com, Inc.
By: /s/ Richard Friedman
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Richard Friedman
Vice President, General Counsel
and Secretary
POI Acquisition Corp., Inc.
By: /s/ Dennis R. Cassell
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Dennis R. Cassell
Secretary
Date: December 7, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
The Exhibit Index of the Schedule 13E-3 is hereby amended and supplemented by
the addition of the following exhibits:
(a)(1)(MM) Supplement No. 3 to Offer to Purchase dated December 7, 2000.
(a)(1)(NN) Letter to stockholders from Ross A. Cooley, Chairman and Chief
Executive Officer of pcOrder.com, Inc., dated December 7, 2000.
(a)(1)(OO) Amendment No. 7, dated December 7, 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) and (a)(1)(LL). (Filed as Amendment No. 7 to
Schedule 14D-9 on December 7, 2000 and incorporated herein by
reference.)
(a)(1)(PP) Joint Press Release, dated December 7, 2000, of pcOrder.com, Inc. and
Trilogy Software, Inc.
(a)(5)(J) Amended Complaint of Jerry Krim against pcOrder.com, Inc., Trilogy
Software, Inc., Ross A. Cooley, Joseph A. Liemandt, Robert W.
Stearns, Linwood A. Lacy, Jr. and Peter J. Barris, filed in the
United States District Court for the Western District of Texas,
Austin Division, on December 6, 2000.
(d)(1)(C) Form of Option Settlement Agreement to be entered into by and among
pcOrder.com, Inc., Trilogy Software, Inc. and employees of Trilogy
Software, Inc. that are holders of options to purchase shares of
Class A common stock of pcOrder.com, Inc.
(d)(1)(D) Form of Option Relinquishment and Release Agreement to be entered
into by and between Trilogy Software, Inc. and holders of options to
purchase shares of Class A common stock of pcOrder.com, Inc. from
Trilogy Software, Inc.
