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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 9
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. 9 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
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 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 was previously filed as
Exhibit (a)(21) to the Schedule 14D-9 (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.
Capitalized terms used and not otherwise defined herein have the meaning
given those terms in the Offer to Purchase.
This Amendment No. 9 is being filed for the following purposes:
(1) to reference the information set forth under the caption "Item 8.
Additional Information;" and
(2) to reflect the addition of an Exhibit (see Item 9).
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in the Schedule 14D-9 under the caption "Item 8.
Additional Information" and set forth in the Offer to Purchase is hereby
amended and supplemented as follows:
The information set forth in the joint press release of pcOrder and Trilogy,
dated December 20, 2000, filed as an Exhibit to this Amendment No. 9 (See Item
9), is incorporated herein by reference.
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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 exhibit:
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EXHIBIT NO. DESCRIPTION
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(a)(27) Joint Press Release, dated December 20, 2000, of pcOrder.com, Inc.
and Trilogy Software, Inc. (Filed as Exhibit (a)(1)(TT) to
Amendment No. 7 to the Schedule 13E-3 filed by pcOrder.com, Inc.
and POI Acquisition Corp., Inc. on December 20, 2000 and
incorporated herein by reference.)
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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 20, 2000
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