<PAGE>
Exhibit (a)(1)(MM)
SUPPLEMENT NO. 3 TO THE
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING
SHARES OF CLASS A COMMON STOCK
OF
PCORDER.COM, INC.
AT
$6.375 NET PER SHARE
BY
TRILOGY SOFTWARE, INC.
DATED NOVEMBER 6, 2000
THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL NOW EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 19, 2000, UNLESS THE
OFFER IS FURTHER EXTENDED.
THIS OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED
AS OF OCTOBER 25, 2000, BY AND AMONG TRILOGY SOFTWARE, INC., POI ACQUISITION
CORP., INC. AND PCORDER.COM, INC.
THE BOARD OF DIRECTORS OF PCORDER.COM, INC., BASED UPON THE UNANIMOUS
RECOMMENDATION OF A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS, (A) HAS
DETERMINED THAT EACH OF THE OFFER AND THE MERGER IS FAIR TO AND IN THE BEST
INTERESTS OF PCORDER.COM, INC.'S STOCKHOLDERS (OTHER THAN TRILOGY SOFTWARE,
INC. AND ITS AFFILIATES), (B) HAS APPROVED THE AGREEMENT AND PLAN OF MERGER AND
THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND
(C) RECOMMENDS THAT THE STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES
HEREUNDER.
DAIN RAUSCHER WESSELS, FINANCIAL ADVISOR TO THE SPECIAL COMMITTEE, HAS
DELIVERED AN OPINION TO THE SPECIAL COMMITTEE AND THE BOARD OF DIRECTORS OF
PCORDER TO THE EFFECT THAT, AS OF OCTOBER 24, 2000, AND SUBJECT TO THE
QUALIFICATIONS, ASSUMPTIONS AND LIMITATIONS STATED IN ITS OPINION, THE CASH
CONSIDERATION PROPOSED TO BE RECEIVED BY PCORDER.COM, INC.'S STOCKHOLDERS
(OTHER THAN TRILOGY SOFTWARE, INC. AND ITS AFFILIATES) IN THE OFFER AND THE
MERGER WAS FAIR, FROM A FINANCIAL POINT OF VIEW, TO SUCH STOCKHOLDERS.
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THIS OFFER IS SUBJECT TO OTHER TERMS AND CONDITIONS DESCRIBED HEREIN.
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
shares of Class A common stock, par value $0.01 per share (the "SHARES" or the
"CLASS A COMMON STOCK"), of pcOrder.com, Inc. ("PCORDER") should either (i)
complete and sign the Letter of Transmittal, or a facsimile thereof, in
accordance with the instructions in the Letter of Transmittal, have such
stockholder's signature thereon guaranteed (if required by Instruction 1 to the
Letter of Transmittal), mail or deliver the Letter of Transmittal, or such
facsimile and any other required documents to the Depositary (as defined in the
Offer to Purchase) and either deliver the certificates for such Shares to the
Depositary or tender such Shares pursuant to the procedures for book-entry
transfer set forth in "The Tender Offer--Section 3. Procedures for Tendering
Shares" in the Offer to Purchase, or (ii) request such stockholder's broker,
dealer, commercial bank, trust company or other nominee to effect the
transaction for such stockholder. Any stockholder whose Shares are registered
in the name of a broker, dealer, commercial bank, trust company or other
nominee must contact such broker, dealer, commercial bank, trust company or
other nominee to tender such Shares.
Any stockholder who desires to tender Shares and whose certificates
evidencing such Shares are not immediately available, or who cannot comply with
the procedures for book-entry transfer described in the Offer to Purchase on a
timely basis, or who cannot deliver all required documents to the Depositary
prior to the expiration of the Offer, may tender such Shares by following the
procedures for guaranteed delivery set forth in "The Tender Offer--Section 3.
Procedures for Tendering Shares" in the Offer to Purchase.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the first supplement to the Offer to Purchase dated November 17,
2000, Supplement No. 2 to the Offer to Purchase dated November 20, 2000, this
Supplement No. 3, the related Letter of Transmittal or other Offer materials
may be directed to MacKenzie Partners, Inc. (the "INFORMATION AGENT") or SG
Cowen Securities Corporation (the "DEALER MANAGER") at their respective
addresses and telephone numbers set forth on the back cover of the Offer to
Purchase. Stockholders may also contact brokers, dealers, commercial banks or
trust companies for assistance concerning the Offer.
---------------
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
---------------
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
The Dealer Manager for the Offer is:
SG COWEN SECURITIES CORPORATION
The date of this Supplement No. 3 to the Offer to Purchase is December 7, 2000.
<PAGE>
To the Holders of Class A Common Stock of
pcOrder.Com, Inc.:
INTRODUCTION
The following information amends and supplements the Offer to Purchase dated
November 6, 2000 (the "OFFER TO PURCHASE"), as supplemented by the first
supplement to the Offer to Purchase dated November 17, 2000 ("SUPPLEMENT NO.
1"), and Supplement No. 2 to the Offer to Purchase dated November 20, 2000
("SUPPLEMENT NO. 2") of Trilogy Software, Inc., a Delaware corporation
("TRILOGY"), pursuant to which Trilogy is offering to purchase any and all
outstanding shares of Class A common stock, par value $0.01 per share (the
"SHARES" or the "CLASS A COMMON STOCK"), of pcOrder.com, Inc. ("PCORDER"), at
$6.375 per Share, net to the tendering stockholder in cash (the "OFFER PRICE"),
upon the terms and subject to the conditions set forth in the Offer to
Purchase, Supplement No. 1, Supplement No. 2, this Supplement No. 3 and the
related Letter of Transmittal (which together, as they may be amended or
supplemented from time to time, constitute the "OFFER").
This Supplement No. 3 should be read in conjunction with the Offer to
Purchase, Supplement No. 1 and Supplement No. 2. The terms and conditions set
forth in the Offer to Purchase, Supplement No. 1, Supplement No. 2 and the
Letter of Transmittal previously mailed to stockholders remain applicable in
all respects to the Offer. Capitalized terms used but not defined herein have
the meaning assigned to them in the Offer to Purchase, as supplemented by
Supplement No. 1 and Supplement No. 2.
STOCKHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE, SUPPLEMENT NO. 1,
SUPPLEMENT NO. 2, THIS SUPPLEMENT NO. 3 AND THE RELATED LETTER OF TRANSMITTAL
CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR SHARES.
Trilogy has filed with the SEC an Offer Statement on Schedule TO, as
amended, together with all exhibits thereto, pursuant to Regulation M-A under
the Exchange Act, furnishing certain additional information with respect to the
Offer. Such Schedule TO also constitutes Trilogy's Rule 13E-3 Transaction
Statement on Schedule 13E-3 furnishing certain additional information
applicable to "going private" transactions. pcOrder and Sub have filed with the
SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3, together with all
exhibits thereto, pursuant to Rule 13(e)-3 under the Exchange Act, furnishing
certain additional information applicable to "going private" transactions. In
addition, pcOrder has filed a Solicitation/Recommendation Statement on Schedule
14D-9, as amended, together with all exhibits thereto, pursuant to Rule 14d-9
of the Exchange Act setting forth its recommendation with respect to the Offer
and the reasons for such recommendation and furnishing certain additional
related information. Such filings and any amendments thereto, including
exhibits, may be inspected and copies may be obtained from the offices of the
SEC in the manner set forth in "The Tender Offer--Section 7. Certain
Information Concerning pcOrder" of the Offer to Purchase (except that they will
not be available at the regional offices of the SEC).
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
NO.
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<S> <C>
SPECIAL FACTORS............................................................ S-3
Certain Litigation....................................................... S-3
THE TENDER OFFER........................................................... S-4
1. Terms of the Offer; Expiration Date................................... S-4
</TABLE>
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*The captions included in this Table of Contents correspond to captions in the
Offer to Purchase, and the supplemental information set forth under each
such caption in this Supplement No. 3 amends and supplements the information
set forth under the corresponding caption in the Offer to Purchase,
Supplement No. 1 and Supplement No. 2.
S-2
<PAGE>
SPECIAL FACTORS
CERTAIN LITIGATION
The discussion set forth in "Special Factors--Certain Litigation" of the
Offer to Purchase is amended and restated in its entirety as follows:
On October 25 and 26, 2000, and November 1, 2000, following the joint press
release of Trilogy and pcOrder on October 25, 2000 announcing the Merger
Agreement, five purported stockholder class action lawsuits were filed against
pcOrder, its five directors, and Trilogy in the Delaware Court of Chancery
entitled Sidney Issacs v. pcOrder.com, et al., C.A. No. 18454; Thomas L. Hanley
v. pcOrder.com, et al., C.A. No. 18458NC; Andy Hickman v. pcOrder.com, et al.
C.A. No. 18455; Amy Collins v. pcOrder.com, et al., C.A. No. 18459NC and
Jeanette Corpus v. pcOrder.com, et al., C.A. No. 18472NC (collectively the
"DELAWARE LAWSUITS"). On October 26, 2000, November 8, 2000, and November 28,
2000, three similar purported class action lawsuits (the "TEXAS LAWSUITS") were
filed against the same defendants in the District Court of Travis County, Texas
entitled James F. Martens v. pcOrder.com et al., Cause No. GN003141
("MARTENS"), Jerry Krim v. pcOrder.com et al., Cause No. GN003237 ("KRIM #1"),
and Marilyn Stahl v. pcOrder, et al., Cause No. GN003407 ("STAHL"). The
Delaware Lawsuits have since been voluntarily dismissed without prejudice.
According to Martens, the individual defendants breached their fiduciary
duty to the stockholders of pcOrder in connection with the Merger Agreement by
failing to provide an appropriate process for eliciting and evaluating bids.
Martens further alleges that the actions of the individual defendants were
taken solely to serve their own interests and/or the interests of pcOrder's
largest stockholder, while inhibiting the "maximization" of stockholder value.
Martens also alleges that pcOrder's earnings results were withheld until after
the Merger Agreement was announced in order to artificially limit the price of
the Shares. On November 17, 2000, the defendants removed Martens from Texas
state court to Federal court and shortly thereafter filed a motion to have the
Federal court dismiss Martens with prejudice on the grounds that the
plaintiff's claims are preempted by the Securities Litigation Uniform Standards
Act of 1998. On November 30, 2000, the plaintiff attempted without leave of
court to have the Federal court dismiss Martens without prejudice. On December
5, 2000, in connection with a hearing on Stahl (discussed below), the Federal
court indicated that it would grant a motion for remand of Martens back to
state court. On December 6, 2000, plaintiff filed such a motion and the Federal
court remanded Martens to state court.
The allegations in Krim #1, while not identical to those in Martens, claimed
essentially the same basic grounds for relief. Krim #1 alleged that the
defendants breached their fiduciary duty to the stockholders of pcOrder by
orchestrating the purchase of the Shares so that the public stockholders were
deprived of an "adequate" or "fair" price. It also alleged that Trilogy has a
conflict of interest and committed this breach of fiduciary duty solely to
benefit itself in the Offer and the Merger. The individual defendants were
alleged to have "acquiesced" in Trilogy's wrongdoing. Krim #1 also alleged that
pcOrder's earnings results were withheld until after the Merger Agreement was
announced in order to artificially limit the price of the Shares. On December
5, 2000, the defendants removed Krim #1 to Federal court. On December 6, 2000,
the plaintiff amended his complaint to repeat the allegations of Krim #1 and
add allegations of violations by the defendants of their disclosure obligations
under the Federal securities laws in the prospectuses used by pcOrder in
connection with its initial public offering in February 1999 and its December
1999 follow-on offering and the tender offer materials being used in connection
with the Offer (as so amended, Jerry Krim v. pcOrder.com et al., Civil Action
No. A-00-CA-776-SS, in the United States District Court for the Western
District of Texas, Austin Division ("KRIM #2")). These new allegations include
claims that pcOrder did not have budget or expense controls or the ability to
report meaningful operating financial information on a timely basis at the time
of its February 1999 initial public offering or its December 1999 follow-on
offering and thus the operating expenses, net income figures, statements of
cash flows and balance sheets included in the prospectuses relating to those
securities offerings were false and misleading. These new allegations also
include a claim that the materials relating to the Offer are false and
misleading because they do not contain projections beyond the fourth quarter of
2001 or disclose whether the pcOrder Board or pcOrder Special Committee
considered such
S-3
<PAGE>
projections in deciding to approve the Offer and the Merger. The defendants
believe that the new allegations are without merit and intend to vigorously
defend against them.
The allegations of Stahl are virtually identical to those of Martens. On
November 28, 2000, a Texas state court, on the ex parte application of the
plaintiff, issued a temporary restraining order in Stahl that prohibited
Trilogy and pcOrder from proceeding with the Offer pending a hearing, which the
court scheduled for December 12, 2000, on plaintiff's motion for a preliminary
injunction against the Offer. On December 1, 2000, the defendants removed Stahl
from Texas state court to Federal court. On December 5, 2000, the Federal court
remanded Stahl back to state court. On December 6, 2000, upon the stipulation
of the parties, the state court dissolved the temporary restraining order and
confirmed that the hearing on the plaintiff's preliminary injunction motion
would proceed on December 12, 2000, as scheduled.
All of the Texas Lawsuits seek declarations that the defendants breached
their fiduciary duties (or acquiesced in the breach), unspecified damages and
an award of attorneys' fees, among other relief, except that Stahl does not
claim monetary damages. All of the Texas Lawsuits include a request for an
injunction declaring the suits maintainable as class actions. Each of the Texas
Lawsuits seeks to enjoin the transactions contemplated by the Merger Agreement,
including the Merger and the Offer, or to rescind the transactions in the event
they are consummated or to obtain rescissory damages. All of the Texas Lawsuits
also seek further declarations that the approval of the Merger Agreement
constituted a breach of fiduciary duty and as a result is a nullity, and a
further injunction directing the individual defendants to obtain a transaction
that is in the best interests of stockholders. Stahl also seeks a declaration
ordering Trilogy to disseminate corrected Offer materials.
Although Krim #2 and Martens include general claims for injunctive relief,
to the knowledge of pcOrder and Trilogy, neither of the plaintiffs in those
cases has filed a motion seeking a court order prohibiting the closing of the
Offer or the Merger. The complaints in the Texas Lawsuits have been filed as
exhibits to the Offer Statement on Schedule TO filed by Trilogy on November 6,
as amended, and the Rule 13E-3 Transaction Statement on Schedule 13E-3 filed by
pcOrder and Sub on November 17, 2000, as amended. See "The Tender Offer--
Section 15. Miscellaneous" in the Offer to Purchase.
THE TENDER OFFER
1. Terms of the Offer; Expiration Date.
The discussion set forth in "The Tender Offer--Section 1. Terms of the
Offer; Expiration Date" of the Offer to Purchase is amended and supplemented as
follows:
EXPIRATION DATE
Trilogy has extended the Offer to acquire any and all of the outstanding
Shares of pcOrder for $6.375 per Share, net to the tendering stockholder in
cash. The Offer and withdrawal rights will now expire at 12:00 midnight, New
York City time, on Wednesday, December 19, unless the Offer is further
extended.
Trilogy has been informed by the Depositary that, based on the Depositary's
preliminary count, 4,761,440 Shares (or approximately 76.3% of the outstanding
Shares), including Shares tendered by guaranteed delivery, had been tendered as
of the close of business on December 6, 2000. These tendered Shares, when
combined with the 10,312,620 shares of Class B common stock already owned by
Trilogy (which are convertible into an equivalent number of Shares), if
purchased pursuant to the Offer, would result in Trilogy owning a total of
15,078,060 Shares, or approximately 91.1%, of the total then-outstanding Shares
upon conversion of all such shares of Class B common stock. As a result,
Trilogy would own sufficient Shares to complete the Merger as a Short Form
Merger without a vote of the stockholders of pcOrder. See "Introduction" and
"Special Factors--The Merger Agreement--The Merger."
Trilogy Software, Inc.
December 7, 2000
S-4
