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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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. 2 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 (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, 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.
Capitalized terms used and not otherwise defined herein have the meaning
given those terms in the Offer to Purchase.
This Amendment No. 2 is being filed for the following purposes:
(1) to reference the information set forth under caption "Item 4. Terms
of the Transaction,"
(2) to reference the information set forth under the caption "Item 15.
Additional Information," and
(3) to reflect the addition of certain Exhibits (see Item 16).
ITEM 4. TERMS OF THE TRANSACTION
The information set forth under the caption "Item 4. Terms of the
Transaction" in the Schedule 13E-3 is amended and supplemented as follows:
On November 30, 2000, Trilogy announced its intentions to implement a
subsequent offering period.
ITEM 15. ADDITIONAL INFORMATION
The information set forth under the caption "Item 15. Additional
Information" in the Schedule 13E-3 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
restraining 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.
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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 exhibit:
(a)(1)(GG) Amendment No. 4, dated November 30, 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) and (a)(1)(FF). (Filed as
Amendment No. 4 to Schedule 14D-9 on November 30, 2000 and incorporated herein
by reference.)
(a)(1)(HH) Press Release, dated November 30, 2000, reporting Trilogy's intention
to implement a subsequent offering period.
(a)(5)(I) Complaint of Marilyn Stahl against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacey, Jr., Peter J. Barris, Ross
A. Cooley and Joseph A. Liemandt, filed in the District Court of Travis County,
Texas 250th Judicial District, on November 28, 2000.
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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: November 30, 2000
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EXHIBIT INDEX
The Exhibit Index of the Schedule 13E-3 is hereby amended and supplemented by
the addition of the following exhibit:
(a)(1)(GG) Amendment No. 4, dated November 30, 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) and (a)(1)(FF). (Filed as
Amendment No. 4 to Schedule 14D-9 on November 30, 2000 and incorporated herein
by reference.)
(a)(1)(HH) Press Release, dated November 30, 2000, reporting Trilogy's intention
to implement a subsequent offering period.
(a)(5)(I) Complaint of Marilyn Stahl against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacey, Jr., Peter J. Barris, Ross
A. Cooley and Joseph A. Liemandt, filed in the District Court of Travis County,
Texas 250th Judicial District, on November 28, 2000.
