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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7
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. 7 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, Supplement No. 3 to the Offer to Purchase dated
December 7, 2000 ("SUPPLEMENT NO. 3"), a copy of which is filed as Exhibit
(a)(21) hereto (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)(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 14D-9, as amended hereby.
On the date hereof, Trilogy is filing Amendment No. 7 to the Schedule TO/13
E-3 filed November 6, 2000, as amended, with the Securities and Exchange
Commission, and pcOrder and POI Acquisition Corp., Inc., the wholly owned
subsidiary of Trilogy that signed the Merger Agreement and will be merged with
pcOrder in the second step Merger described in the Offer to Purchase filed as
Exhibit (a)(1), are filing Amendment No. 5 to the Transaction Statement on
Schedule 13E-3 initially filed with the Securities and Exchange Commission on
November 17, 2000. In addition, Trilogy is mailing to holders of Common Stock a
Supplement No. 3. All references in the Schedule 14D-9 to sections of the
Initial Offer to Purchase, as supplemented by Supplement No. 1 and Supplement
No. 2, are hereby amended and supplemented by the additional information, if
any, set forth in the correspondingly captioned sections of Supplement No. 3.
Capitalized terms used and not otherwise defined herein have the meaning
given those terms in the Offer to Purchase.
This Amendment No. 7 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 9).
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ITEM 9. EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by the
addition of the following exhibits:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
(a)(21) Supplement No. 3 to Offer to Purchase dated December 7, 2000.
(Filed as Exhibit (a)(1)(MM) to Amendment No. 5 to the Schedule
13E-3 filed by pcOrder and POI Acquisition Corp., Inc. on
December 7, 2000 and incorporated herein by reference.)++++
(a)(22) Letter to stockholders from Ross A Cooley, Chairman and Chief
Executive Officer of pcOrder.com, Inc., dated December 7, 2000.
(Filed as Exhibit (a)(1)(NN) to Amendment No. 5 to the Schedule
13E-3 filed by pcOrder and POI Acquisition Corp., Inc. on December
7, 2000 and incorporated herein by reference.)++++
(a)(23) 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. (Filed as
Exhibit (d)(1)(C) to Amendment No. 5 to the Schedule 13E-3 filed
by pcOrder and POI Acquisition Corp., Inc. on December 7, 2000 and
incorporated herein by reference.)
(a)(24) 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. (Filed as Exhibit (d)(1)(D) to
Amendment No. 5 to the Schedule 13E-3 filed by pcOrder and POI
Acquisition Corp., Inc. on December 7, 2000 and incorporated
herein by reference.)
</TABLE>
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++++ Included in copies to be mailed to pcOrder's stockholders on December 8,
2000.
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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
Date: December 7, 2000
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