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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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. 3 to the Tender Offer Statement on Schedule TO dated
November 6, 2000, as previously amended (the "SCHEDULE TO"), relates to the
third-party 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 is attached hereto as Exhibit (a)(1)(DD)
(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)(1)(B)
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, including all schedules and annexes thereto,
is hereby expressly incorporated herein by reference in response to all the
items of this Schedule TO, including as set forth below. All references in this
Amendment No. 3 to information set forth under an identified caption of the
Initial Offer to Purchase, as supplemented by Supplement No. 1, include
references to any information set forth under the corresponding caption of
Supplement No. 2, all of which supplemental information is incorporated herein
by reference in the applicable Item of this Schedule TO.
This Amendment No. 3 is being filed for the following purposes:
(1) to reference the information contained in Supplement No. 2; and
(2) to reflect the addition of certain Exhibits (see Item 12).
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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)(DD) Supplement No. 2 to Offer to Purchase dated November 20, 2000.
(a)(1)(EE) Letter to stockholders from Ross A. Cooley, Chairman and Chief
Executive Officer of pcOrder.com, Inc., dated November 20, 2000.
(a)(1)(FF) Amendment No. 3, dated November 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) and (a)(1)(AA). (Filed as Amendment
No. 3 to Schedule 14D-9 on November 20, 2000 and incorporated herein by
reference.)
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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: November 20, 2000
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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)(DD) Supplement No. 2 to Offer to Purchase dated November 20, 2000.
(a)(1)(EE) Letter to stockholders from Ross A. Cooley, Chairman and Chief
Executive Officer of pcOrder.com, Inc., dated November 20, 2000.
(a)(1)(FF) Amendment No. 3, dated November 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) and (a)(1)(AA). (Filed as Amendment
No. 3 to Schedule 14D-9 on November 20, 2000 and incorporated herein by
reference.)
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