<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
----------------
PCORDER.COM, INC.
(NAME OF SUBJECT COMPANY)
PCORDER.COM, INC. (ISSUER)
TRILOGY SOFTWARE, INC. (OFFEROR)
(NAMES OF FILING PERSONS)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
----------------
70453H 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
LANCE A. JONES, ESQ. RICHARD FRIEDMAN
VICE PRESIDENT AND GENERAL COUNSEL VICE PRESIDENT, GENERAL COUNSEL AND
TRILOGY SOFTWARE, INC. SECRETARY
6034 WEST COURTYARD DRIVE PCORDER.COM, INC.
AUSTIN, TEXAS 78730 5001 PLAZA ON THE LAKE
(512) 425-3167 AUSTIN, TEXAS 78746
(512) 694-1100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPIES TO:
DENNIS R. CASSELL, ESQ. HENRY LESSER, ESQ.
HAYNES AND BOONE, LLP GRAY CARY WARE & FREIDENRICH LLP
7501 N. CAPITAL OF TEXAS HIGHWAY 400 HAMILTON AVENUE
BLDG. A, SUITE 130 PALO ALTO, CALIFORNIA 94301
AUSTIN, TEXAS 78731 (650) 833-2425
(512) 692-8388
CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
TRANSACTION VALUATION * AMOUNT OF FILING FEE
-----------------------------------------------------------
<S> <C>
$39,764,477 $7,953
</TABLE>
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* ESTIMATED FOR PURPOSES OF CALCULATING THE AMOUNT OF THE FILING FEE ONLY.
THIS CALCULATION ASSUMES THE PURCHASE OF ALL OUTSTANDING SHARES OF CLASS A
COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF PCORDER.COM, INC., AT A PRICE
PER SHARE OF $6.375 IN CASH. AS OF OCTOBER 21, 2000, THERE WERE 6,237,565
SHARES OF CLASS A COMMON STOCK OUTSTANDING. THE AMOUNT OF THE FILING FEE,
CALCULATED IN ACCORDANCE WITH RULE 0-11 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, EQUALS 1/50TH OF ONE PERCENT OF THE VALUE OF THE
TRANSACTION.
[ ] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-
11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: NOT APPLICABLE FILING PARTY: NOT APPLICABLE
FORM OR REGISTRATION NO.: NOT APPLICABLEDATE FILED: NOT APPLICABLE
[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
[X] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
[ ] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
[X] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
[ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.
CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE
RESULTS OF THE TENDER OFFER:
[ ]
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<PAGE>
This Tender Offer Statement on Schedule TO relates to the third-party tender
offer by Trilogy Software, Inc., a Delaware corporation ("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.com, Inc., a
Delaware corporation ("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
"OFFER TO PURCHASE"), a copy of which is attached hereto as Exhibit (a)(1)(A),
and in the related Letter of Transmittal (the "LETTER OF TRANSMITTAL"), a copy
of which is attached hereto as Exhibit (a)(1)(B) (which, together with the
Offer to Purchase, as amended or supplemented from time to time, constitute the
"OFFER").
The information in the Offer, including all schedules and annexes thereto,
is hereby expressly incorporated herein by reference in response to all the
items of this Schedule TO, including as set forth below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the "Summary Term Sheet" in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is pcOrder.com, Inc., a Delaware
corporation. pcOrder's executive offices are located at 5001 Plaza on the Lake,
Austin, Texas 78746, telephone (512) 684-1100.
(b) The class of securities to which this statement relates is the Common
Stock, of which 6,237,565 Shares were issued and outstanding as October 21,
2000. The information set forth on the cover page and in the "Introduction" of
the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "The Tender Offer--Section 6. Price Range
of Shares" of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Tender Offer Statement is filed by Trilogy. The information set
forth in "The Tender Offer--Section 8. Certain Information Concerning Trilogy
and Sub" of the Offer to Purchase and on Sections 1 and 2 of Schedule I thereto
is incorporated herein by reference.
(b) The information set forth in "The Tender Offer--Section 8. Certain
Information Concerning Trilogy and Sub" of the Offer to Purchase and on
Sections 1 and 2 of Schedule I thereto is incorporated herein by reference.
(c) The information set forth in "The Tender Offer--Section 8. Certain
Information Concerning Trilogy and Sub" of the Offer to Purchase and on
Sections 1 and 2 of Schedule I thereto is incorporated herein by reference.
The subject company, pcOrder, has joined in this Schedule TO for purposes of
providing the information of pcOrder required by Rule 13e-3. The business
addresss and business telephone of pcOrder are as set forth in Item 2(a) above.
The information set forth in "The Tender Offer--Certain Information Concerning
Trilogy and Sub" and in Section 3 to Schedule I to the Offer to Purchase is
incoporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated herein by
reference.
2
<PAGE>
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in "Special Factors--Related Party
Transactions" and "Special Factors--Interests of Certain Persons in the Offer
and the Merger" of the Offer to Purchase and Schedule III thereto is
incorporated herein by reference. Except as disclosed above in this Item 5(a),
during the past two years, there have been no transactions that would be
required to be disclosed under this Item 5(a) between Trilogy or, to the best
knowledge of Trilogy, any of the persons listed on Schedule I to the Offer to
Purchase, and the Company or any of its executive officers, directors or
affiliates.
(b) The information set forth in the "Introduction," "Special Factors--
Background of the Offer and the Merger," "Special Factors--Plans for pcOrder
After the Offer and the Merger; Certain Effects of the Offer," and "Special
Factors--The Merger Agreement" of the Offer to Purchase is incorporated herein
by reference. Except as set forth in the "Introduction," "Special Factors--
Background of the Offer and the Merger," "Special Factors--Plans for pcOrder
After the Offer and the Merger; Certain Effects of the Offer" and "Special
Factors--The Merger Agreement" of the Offer to Purchase, there have been no
material contacts, negotiations or transactions during the past two years which
would be required to be disclosed under this Item 5(b) between Trilogy or, to
the best knowledge of Trilogy, any of those persons listed on Schedule I to the
Offer to Purchase and the Company or its affiliates concerning a merger,
consolidation or acquisition, a tender offer or other acquisition of
securities, an election of directors or a sale or other transfer of a material
amount of assets.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1), (2), (4)-(7) The information set forth in the "Introduction,"
"Special Factors--Background of the Offer and the Merger," "Special Factors--
The Merger Agreement," "Special Factors--Purpose and Structure of the Offer and
the Merger; Reasons of Trilogy for the Offer and the Merger," "Special
Factors--Plans for pcOrder after the Offer and the Merger; Certain Effects of
the Offer" and "The Tender Offer--Section 10. Dividends and Distributions" of
the Offer to Purchase is incorporated herein by reference.
(c)(3) Not applicable.
(c)(8) Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in "The Tender Offer--Section 9. Source and Amount
of Funds" of the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the "Introduction," "Special Factors--
Transactions and Arrangements Concerning the Shares," "Special Factors--
Beneficial Ownership of the Shares" and "The Tender Offer--Section 8. Certain
Information Concerning Trilogy and Sub" of the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in "Special Factors--Transactions and
Arrangements Concerning the Shares" of the Offer to Purchase and on Schedule II
to the Offer to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in the "Introduction" and "The Tender Offer--
Section 12. Fees and Expenses" of the Offer to Purchase is incorporated herein
by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
3
<PAGE>
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in "Special Factors--The Merger Agreement,"
"Special Factors--Plans for pcOrder after the Offer and the Merger; Certain
Effects of the Offer," "Special Factors--Certain Litigation" and "The Tender
Offer--Section 14. Certain Legal Matters" of the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase dated November 6, 2000.
(a)(1)(B) Recommendation Statement on Schedule 14D-9 of pcOrder.com, Inc.,
dated November 6, 2000. (Filed as Schedule 14D-9 on November 6, 2000 and
incorporated herein by reference.)
(a)(1)(C) Letter of Transmittal.
(a)(1)(D) Notice of Guaranteed Delivery.
(a)(1)(E) Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(F) Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(H) Summary Advertisement as published on November 6, 2000.
(a)(1)(I) Press Release, dated October 25, 2000, regarding the proposed
transaction between Trilogy Software, Inc., POI Acquisition Corp., Inc. and
pcOrder.com, Inc. (Filed as Exhibit 1 to the Schedule TO-C filed by
pcOrder.com, Inc. on October 25, 2000 and incorporated herein by reference.)
(a)(1)(J) Press Release, dated October 25, 2000, regarding the financial
results of pcOrder.com Inc. for the quarter ended September 30, 2000. (Filed as
Exhibit 2 to the Schedule TO-C filed by pcOrder.com, Inc. on October 25, 2000
and incorporated herein by reference.)
(a)(1)(K) Letter delivered to all employees of pcOrder.com Inc. by
electronic mail on October 25, 2000 regarding the proposed transaction between
Trilogy Software, Inc., POI Acquisition Corp., Inc. and pcOrder.com, Inc.
(Filed as Exhibit 3 to the Schedule TO-C filed by pcOrder.com, Inc. on October
25, 2000 and incorporated herein by reference.)
(a)(1)(L) Press Release, dated November 1, 2000, reporting the filing of
five lawsuits. (Filed as Exhibit 1 to Schedule TO-C filed by pcOrder.com, Inc.
on November 1, 2000 and incorporated herein by reference.)
(a)(1)(M) Letter delivered to all employees of pcOrder.com, Inc. by
electronic mail on November 3, 2000 regarding treatment of stock options in the
acquisition of pcOrder.com, Inc. by Trilogy Software, Inc. (Filed as Exhibit 1
to the Schedule TO-C filed by pcOrder.com, Inc. on November 3, 2000 and
incorporated herein by reference.)
(a)(1)(N) Letter to stockholders from Ross A. Cooley, Chairman and Chief
Executive Officer of pcOrder.com, Inc., dated November 6, 2000.
-4-
<PAGE>
(a)(1)(O) Asset Transfer Agreement, dated June 1, 1996, between Trilogy
Development Group, Inc. and pcOrder.com, Inc. (Filed as Exhibit 10.9 to the
registration statement on Form S-1 (File No. 333-62985) of pcOrder (the
"February 1999 Form S-1") and incorporated herein by reference.)
(a)(1)(P) Amendment to Asset Transfer Agreement, dated August 21, 1998, by
and between Trilogy Software, Inc., f/k/a Trilogy Development Group, Inc. and
pcOrder.com, Inc. (Filed as Exhibit 10.10 to the February 1999 Form S-1 and
incorporated herein by reference.)
(a)(1)(Q) Tax Allocation Agreement, dated March 4, 1996, by and between
Trilogy Development Group, Inc. and pcOrder.com, Inc. (Filed as Exhibit 10.8 to
the February 1999 Form S-1 and incorporated herein by reference.)
(a)(1)(R) Management Services Agreement, dated July 1, 1998, between Trilogy
Software, Inc. and pcOrder.com, Inc. (Filed as Exhibit 10.7 to the February
1999 Form S-1 and incorporated herein by reference.)
(a)(1)(S) Technology, Services and License Agreement, dated September 1,
1998, by and between Trilogy Development Group, Inc. and pcOrder.com, Inc.
(Filed as Exhibit 10.6 to the February 1999 Form S-1 and incorporated herein by
reference.)
(a)(1)(T) Amendment to Technology, Services and License Agreement, dated
October 8, 1999, by and between Trilogy Development Group, Inc. and
pcOrder.com, Inc. (Filed as Exhibit 10.17 to the Annual Report of pcOrder.com,
Inc. on Form 10-K for the year ended December 31, 1999 and incorporated herein
by reference.)
(a)(1)(U) Letter dated November 6, 2000 from pcOrder.com, Inc. to Purchasers
under the pcOrder Employee Stock Purchase Plan.
(a)(1)(V) Item 8 and Items 10 through 13 of pcOrder's annual Report on Form
10-K for the year ended December 31, 2000. (Filed on Form 10-K (File No. 333-
62985) on March 30, 2000 and incorporated herein by reference.)
(a)(1)(X) Item 1 of pcOrder's Quarterly Report on Form 10-Q for the
quarterly period ending September 30, 2000. (Filed on Form 10-Q on November 6,
2000 and incorporated herein by reference.)
(a)(5)(A) Complaint of James F. Martens against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J. Barris, Ross
A. Cooley and Joseph A. Liemandt, filed in the District Court of Travis County,
Texas, 353rd Judicial District, on October 26, 2000.
(a)(5)(B) Complaint of Thomas L. Hanley against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J. Barris, Ross
A. Cooley and Joseph A. Liemandt, filed in the Court of Chancery in the State
of Delaware, on October 26, 2000.
(a)(5)(C) Complaint of Amy Collins against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J. Barris, Ross
A. Cooley and Joseph A. Liemandt, filed in the Court of Chancery in the State
of Delaware, on October 26, 2000.
(a)(5)(D) Complaint of Sidney Isaacs against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J. Barris, Ross
A. Cooley and Joseph A. Liemandt, filed in the Court of Chancery in the State
of Delaware, on October 25, 2000.
(a)(5)(E) Complaint of Andy Hickman against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J. Barris, Ross
A. Cooley and Joseph A. Liemandt, filed in the Court of Chancery in the State
of Delaware, on October 25, 2000.
-5-
<PAGE>
(a)(5)(F) Complaint of Jeanette Corpus 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 Court of Chancery in the State
of Delaware on November 1, 2000.
(b) None.
(c)(1) Opinion of Dain Rauscher Wessels to the Special Committee of the
Board of Directors of the Company, dated October 24, 2000. (Included as Annex B
of the Offer to Purchase filed herewith as Exhibit (a)(1)(A).)
(c)(2) Materials presented by Dain Rauscher Wessels to the Special Committee
of the Board of Directors of pcOrder.com, Inc.
(c)(3) Materials presented by SG Cowen Securities Corporation to the Special
Committee of the Board of Directors of Trilogy Software, Inc. and to the Board
of Directors of Trilogy Software, Inc.
(d)(1) 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.
(Included as Annex A of the Offer to Purchase filed herewith as Exhibit
(a)(1)(A).)
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation Law. (Included as Annex
C of the Offer to Purchase filed herewith as Exhibit (a)(1)(A).)
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
The information set forth in the Offer, including specifically as set forth
in "Summary Term Sheet," "Introduction," "Special Factors--Interests of Certain
Persons in the Offer and the Merger," "Special Factors--Plans for pcOrder After
the Offer and the Merger," "The Tender Offer--Section 11. Certain Effects of
the Offer on the Market for the Shares," "Special Factors--Purpose and
Structure of the Offer and the Merger; Reasons of Trilogy for the Offer and the
Merger," "The Tender Offer--Section 5. Certain U. S. Federal Income Tax
Consequences," "Special Factors--Recommendation of the pcOrder Special
Committee and the pcOrder Board; Fairness of the Offer and the Merger,"
"Special Factors--Opinion of Financial Advisor to the pcOrder Special
Committee," "Special Factors--Position of Trilogy Regarding Fairness of the
Offer and the Merger," "The Tender Offer--Section 13. Certain Conditions to the
Offer," "Special Factors--Background of the Offer and the Merger," "Special
Factors--The Merger Agreement," "The Tender Offer--Section 12. Fees and
Expenses," "Special Factors--Beneficial Ownership of the Shares," "Special
Factors--Dissenters' Rights," "The Tender Offer--Section 7. Certain Information
Concerning pcOrder," "Special Factors--Analysis of Financial Advisor to
Trilogy," "Special Factors--Related Party Transactions," "Special Factors--
Interests of Certain Persons in the Offer and the Merger," "Special Factors--
Certain Financial Projections," "Special Factors--Certain Litigation" and
"Special Factors--Transactions and Arrangements Concerning the Shares," of the
Offer to Purchase and on Schedules I, II and III to the Offer to Purchase is
incorporated herein by reference.
-6-
<PAGE>
SIGNATURE
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.
SCHEDULE TO AND SCHEDULE 13E-3
TRILOGY SOFTWARE, INC.
By: /s/ Joseph A. Liemandt
----------------------------------
Joseph A. Liemandt
President and Chief Executive
Officer
SCHEDULE 13E-3
PCORDER.COM, INC.
By: /s/ Richard Friedman
----------------------------------
Richard Friedman
Vice President, General Counsel
and Secretary
Date: November 6, 2000
-7-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
(a)(1)(A) Offer to Purchase dated November 6, 2000.
(a)(1)(B) Recommendation Statement on Schedule 14D-9 of pcOrder.com, Inc.,
dated November 6, 2000 (Filed as Schedule 14D-9 on November 6,
2000 and incorporated herein by reference.)
(a)(1)(C) Letter of Transmittal.
(a)(1)(D) Notice of Guaranteed Delivery.
(a)(1)(E) Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(F) Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(H) Summary Advertisement as published on November 6, 2000.
(a)(1)(I) Press Release, dated October 25, 2000, regarding the proposed
transaction between Trilogy Software, Inc., POI Acquisition Corp.,
Inc. and pcOrder.com, Inc. (Filed as Exhibit 1 to the Schedule TO-
C filed by pcOrder.com, Inc. on October 25, 2000 and incorporated
herein by reference.)
(a)(1)(J) Press Release, dated October 25, 2000, regarding the financial
results of pcOrder.com Inc. for the quarter ended September 30,
2000. (Filed as Exhibit 2 to the Schedule TO-C filed by
pcOrder.com, Inc. on October 25, 2000 and incorporated herein by
reference.)
(a)(1)(K) Letter delivered to all employees of pcOrder.com Inc. by
electronic mail on October 25, 2000 regarding the proposed
transaction between Trilogy Software, Inc., POI Acquisition Corp.,
Inc. and pcOrder.com, Inc. (Filed as Exhibit 3 to the Schedule TO-
C filed by pcOrder.com, Inc. on October 25, 2000 and incorporated
herein by reference.)
(a)(1)(L) Press Release, dated November 1, 2000, reporting the filing of
five lawsuits. (Filed as Exhibit 1 to Schedule TO-C filed by
pcOrder.com, Inc. on November 1, 2000 and incorporated herein by
reference.)
(a)(1)(M) Letter delivered to all employees of pcOrder.com, Inc. by
electronic mail on November 3, 2000 regarding treatment of stock
options in the acquisition of pcOrder.com, Inc. by Trilogy
Software, Inc. (Filed as Exhibit 1 to the Schedule TO-C filed by
pcOrder.com, Inc. on November 3, 2000 and incorporated herein by
reference.)
(a)(1)(N) Letter to stockholders from Ross A. Cooley, Chairman and Chief
Executive Officer of pcOrder.com, Inc., dated November 6, 2000.
(a)(1)(O) Asset Transfer Agreement, dated June 1, 1996, between Trilogy
Development Group, Inc. and pcOrder.com, Inc. (Filed as Exhibit
10.9 to the registration statement on Form S-1 (File No. 333-
62985) of pcOrder (the "February 1999 Form S-1") and incorporated
herein by reference.)
(a)(1)(P) Amendment to Asset Transfer Agreement, dated August 21, 1998, by
and between Trilogy Software, Inc., f/k/a Trilogy Development
Group, Inc. and pcOrder.com, Inc. (Filed as Exhibit 10.10 to the
February 1999 Form S-1 and incorporated herein by reference.)
(a)(1)(Q) Tax Allocation Agreement, dated March 4, 1996, by and between
Trilogy Development Group, Inc. and pcOrder.com, Inc. (Filed as
Exhibit 10.8 to the February 1999 Form S-1 and incorporated herein
by reference.)
(a)(1)(R) Management Services Agreement, dated July 1, 1998, between Trilogy
Software, Inc. and pcOrder.com, Inc. (Filed as Exhibit 10.7 to the
February 1999 Form S-1 and incorporated herein by reference.)
(a)(1)(S) Technology, Services and License Agreement, dated September 1,
1998, by and between Trilogy Development Group, Inc. and
pcOrder.com, Inc. (Filed as Exhibit 10.6 to the February 1999
Form S-1 and incorporated herein by reference.)
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
(a)(1)(T) Amendment to Technology, Services and License Agreement, dated
October 8, 1999, by and between Trilogy Development Group, Inc.
and pcOrder.com, Inc. (Filed as Exhibit 10.17 to the Annual Report
of pcOrder.com, Inc. on Form 10-K for the year ended December 31,
1999 and incorporated herein by reference.)
(a)(1)(U) Letter dated November 6, 2000 from pcOrder.com, Inc. to Purchasers
under the pcOrder Employee Stock Purchase Plan.
(a)(1)(V) Item 8 and Items 10 through 13 of pcOrder's annual Report on Form
10-K for the year ended December 31, 2000. (Filed on Form 10-K
(File No. 333-62985) on March 30, 2000 and incorporated herein by
reference.)
(a)(1)(X) Item 1 of pcOrder's Quarterly Report on Form 10-Q for the
quarterly period ending September 30, 2000. (Filed on Form 10-Q on
November 6, 2000 and incorporated herein by reference.)
(a)(5)(A) Complaint of James F. Martens against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J.
Barris, Ross A. Cooley and Joseph A. Liemandt, filed in the
District Court of Travis County, Texas, 353rd Judicial District,
on October 26, 2000.
(a)(5)(B) Complaint of Thomas L. Hanley against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J.
Barris, Ross A. Cooley and Joseph A. Liemandt, filed in the Court
of Chancery in the State of Delaware, on October 26, 2000.
(a)(5)(C) Complaint of Amy Collins against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J.
Barris, Ross A. Cooley and Joseph A. Liemandt, filed in the Court
of Chancery in the State of Delaware, on October 26, 2000.
(a)(5)(D) Complaint of Sidney Isaacs against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J.
Barris, Ross A. Cooley and Joseph A. Liemandt, filed in the Court
of Chancery in the State of Delaware, on October 25, 2000.
(a)(5)(E) Complaint of Andy Hickman against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J.
Barris, Ross A. Cooley and Joseph A. Liemandt, filed in the Court
of Chancery in the State of Delaware, on October 25, 2000.
(a)(5)(F) Complaint of Jeanette Corpus against pcOrder.com, Inc., Trilogy
Software, Inc., Robert W. Stearns, Linwood A. Lacy, Jr., Peter J.
Barris, Ross A. Cooley and Joseph A. Liemandt, filed in the Court
of Chancery in the State of Delaware, on November 1, 2000.
(b) None.
(c)(1) Opinion of Dain Rauscher Wessels to the Special Committee of the
Board of Directors of the Company, dated October 24, 2000.
(Included as Annex B of the Offer to Purchase filed herewith as
Exhibit (a)(1)(A).)
(c)(2) Materials presented by Dain Rauscher Wessels to the Special
Committee of the Board of Directors of pcOrder.com, Inc.
(c)(3) Materials presented by SG Cowen Securities Corporation to the
Special Committee of the Board of Directors of Trilogy Software,
Inc. and to the Board of Directors of Trilogy Software, Inc.
(d)(1) 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. (Included as Annex A of the Offer to Purchase
filed herewith as Exhibit (a)(1)(A).)
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation Law. (Included as
Annex C of the Offer to Purchase filed herewith as Exhibit
(a)(1)(A).)
(g) None.
(h) None.
</TABLE>
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