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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
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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pcORDER.COM, INC.
(NAME OF SUBJECT COMPANY)
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pcORDER.COM, INC.
(NAME OF PERSON(S) 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
pcOrder.com, Inc.
5001 Plaza on the Lake
Austin, Texas 78746
(512) 684-1100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
With copies to counsel to the special committee of the pcOrder board of
directors:
Henry Lesser, Esq.
Gray, Cary, Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301-1809
(650) 833-2425
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 4 amends the Schedule 14D-9 initially filed with the
Securities and Exchange Commission on November 6, 2000 by pcOrder.com, Inc., a
Delaware Corporation ("PCORDER"), as previously amended (the "SCHEDULE 14D-9"),
relating to the tender offer by Trilogy Software, Inc. ("TRILOGY") to purchase
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 tendering stockholder 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) to the Schedule 14D-9, the
Supplement to the Offer to Purchase dated November 17, 2000 ("SUPPLEMENT No.
1"), a copy of which was previously filed as Exhibit (a)(14) to the Schedule
14D-9, 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)(16)
to the Schedule 14D-9 (the Initial Offer to Purchase, Supplement No. 1 and
Supplement No. 2 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)(2) to the Schedule 14D-9 (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 14 D-9, as amended hereby.
Capitalized terms used and not otherwise defined herein have the meaning
given those terms in the Offer to Purchase.
This Amendment No. 4 is being filed for the following purposes:
(1) to reference the information set forth under the caption "Item 8.
Additional Information."
(2) to reflect the addition of certain Exhibits (see Item 9.)
ITEM 8. ADDITIONAL INFORMATION
The information set forth under the caption "Item 8. Additional Information"
in the Schedule 14D-9 and under the caption "Special Factors--Certain
Litigation" in the Offer to Purchase, is amended and supplemented as follows:
On November 28, 2000, an additional lawsuit was filed by Marilyn Stahl on
behalf of the public stockholders of pcOrder.com, Inc. against pcOrder.com,
Inc., Trilogy Software, Inc., Robert W. Stearns, Linwood A. Lacey, Jr., Peter
J. Barris, Ross A. Cooley and Joseph A. Liemandt, in the District Court of
Travis County, Texas 250th Judicial District (the "Third Texas Petition"). The
substantive allegations and the relief requested in the Third Texas Petition
are virtually identical to the First Texas Petition except that the Third Texas
Petition does not claim monetary damages.
On November 28, 2000, a Texas state court issued a temporary restaining
order in connection with the Third Texas Petition that prohibits Trilogy and
pcOrder from proceeding with Trilogy's cash tender offer to acquire all of
pcOrder's outstanding Class A common stock at a price of $6.375 per share.
ITEM 9. EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by the
addition of the following exhibits:
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EXHIBIT NO. DESCRIPTION
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<C> <S>
(a)(18) Press Release, dated November 30, 2000, reporting the issuance of
a temporary restraining order. (Filed as Exhibit (a)(1)(HH) to the
Amendment No. 2 to the Schedule 13E-3 filed by pcOrder and POI
Acquisition Corp., Inc. on November 30, 2000 and incorporated
herein by reference.)
</TABLE>
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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.
pcOrder.com, Inc.
By: /s/ Richard Friedman
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Richard Friedman
Vice President,
General Counsel and Secretary
Dated: November 30, 2000
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