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(a)(1)(EE)
[LOGO OF PCORDER.COM(R)]
5001 PLAZA ON THE LAKE
AUSTIN, TEXAS 78746
(512) 684-1100
November 20, 2000
Dear pcOrder Stockholder:
Enclosed is Supplement No. 2 to the Offer to Purchase dated November 6, 2000
(which was previously supplemented by the Supplement dated November 17, 2000).
This Supplement No. 2 contains additional information concerning the tender
offer being made by Trilogy Software, Inc. to acquire all of our Class A common
stock at a price of $6.375 per share, net to the tendering stockholder in cash,
less any required withholding taxes, which commenced on November 6, 2000.
Also enclosed is an amendment to our previous Securities and Exchange
Commission filing that reflected the recommendation being made by the pcOrder
Board (based on the unanimous recommendation of a special committee of
independent directors) in favor of your acceptance of Trilogy's tender offer.
Please give careful consideration to the enclosed documents, as well as the
tender offer materials that accompanied my November 6, 2000 and November 17,
2000 letters to you.
Sincerely,
/s/ Ross A. Cooley
Ross A. Cooley
Chairman and Chief Executive Officer
Enclosures
