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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
pcOrder.com, Inc.
(Name of Subject Company (issuer))
pcOrder.com, Inc.
(Name of Filing Person (issuer))
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
70453H10-7
(CUSIP Number of Class of Securities)
Richard Friedman
Vice President, General Counsel and Secretary
pcOrder.com, Inc.
5001 Plaza on the Lake
Austin, Texas 78746
(Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of filing persons)
Copies to Counsel to the Special Committee of the Board of pcOrder.com, Inc.
Henry Lesser, Esq.
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301-1825
Calculation of Filing Fee
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| Transaction valuation* | Amount of filing fee |
|--------------------------------------|---------------------------------------|
| | |
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[_] 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:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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[X] 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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Preliminary Communications filed as part of this Schedule.
1. Agreement and Plan for Merger, dated as of October 25, 2000, by and among
Trilogy Software, Inc., POI Acquisition Corp., Inc. and pcOrder.com, Inc.
Schedules and similar attachments have not been filed. pcOrder will furnish
supplementally a copy of any omitted schedule to the Commission upon
request.
pcOrder security holders and any potential investors in pcOrder stock are
advised to carefully read the tender offer/going private statement on Schedule
TO, the solicitation/recommendation statement on Schedule 14D-9 and any other
documents pcOrder or Trilogy files with the Securities and Exchange Commission
in connection with the proposed tender offer or merger when they become
available because they will contain important information about the proposed
transaction. Investors and security holders may obtain free copies of these
documents (when available) and other documents filed by pcOrder or Trilogy at
the SEC's website at www.sec.gov. These documents (when available) may also be
obtained for free by contacting Tiffany O'Brien at pcOrder (512.684.1171) or
Jeanne McNeil at Trilogy (512.794.5900).
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