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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
pcORDER.COM, INC.
(NAME OF THE ISSUER)
pcORDER.COM, INC.
POI ACQUISITION CORP., INC.
(NAMES OF PERSONS 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 Lance A. Jones, Esq.
Vice President, General Counsel Vice President and General Counsel
and Secretary Trilogy Software, Inc.
pcOrder.com, Inc. 6034 West Courtyard Drive
5001 Plaza on the Lake Austin, Texas 78730
Austin, Texas 78746 (512) 425-3167
(512) 684-1100
(NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
COPIES TO:
Henry Lesser, Esq. Dennis R. Cassell, Esq.
Gray, Cary, Ware & Freidenrich LLP Haynes and Boone, LLP
400 Hamilton Avenue 7501 N. Capital of Texas Highway
Palo Alto, California 94301-1809 Bldg. A, Suite 130
(650) 833-2425 Austin, Texas 78731
(512) 692-8388
THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
A. [_] THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION STATEMENT SUBJECT
TO REGULATION 14A (SS.SS.240.14A-1 THROUGH 240.14B-2), REGULATION 14C
(SS.SS.240.14C-1 THROUGH 240.14C-101) OR RULE 13E-3(C) (SS.240.13E-3(C)) UNDER
THE SECURITIES EXCHANGE ACT OF 1934 ("THE ACT").
B. [_] THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933.
C. [X] A TENDER OFFER.
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D. [_] NONE OF THE ABOVE.
CHECK THE FOLLOWING BOX IF THE SOLICITING MATERIALS OR INFORMATION STATEMENT
REFERRED TO IN CHECKING BOX (A) ARE PRELIMINARY COPIES: [_]
CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE RESULTS
OF THE TRANSACTION: [_]
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This Amendment No. 1 to the Transaction Statement on Schedule 13E-3
initially filed with the Securities and Exchange Commission on November 17, 2000
(the "INITIAL FILING") by pcOrder.com, Inc., a Delaware corporation ("pcORDER"),
and POI Acquisition Corp., Inc., a Delaware corporation (POI ACQUISITION CORP.")
which is a wholly-owned subsidiary of Trilogy Software, Inc., a Delaware
corporation ("TRILOGY"), relates to the tender offer by 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 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 "INITIAL OFFER TO PURCHASE"), a copy of which was
attached to the Initial Filing as Exhibit (a)(1)(A), the first supplement to the
Offer to Purchase dated November 17, 2000 ("SUPPLEMENT No. 1"), which was
attached to the Initial Filing as Exhibit (a)(1)(Y), supplement No. 2 to the
Offer to Purchase dated November 20, 2000 ("SUPPLEMENT No. 2"), a copy of which
is attached hereto as Exhibit (a)(2)(DD) (the Initial Offer to Purchase,
Supplement No. 1 and Supplement No. 2 are together referred to herein as the
"OFFER TO PURCHASE") and in the related Letter of Transmittal, a copy of which
was attached to the Initial Filing 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 13E-3, including as set forth below. All references in
the Initial Filing to information set forth under an identified caption of the
Initial Offer to Purchase, as supplemented by Supplement No. 1, include
references to any information set forth under the corresponding caption of
Supplement No. 2, all of which supplemental information is incorporated herein
by reference in the applicable item of this Statement.
This Amendment No. 1 is being filed for the following purposes:
(1) to reference the information contained in Supplement No. 2; and
(2) to reflect the addition of certain Exhibits (see Item 16).
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ITEM 16. EXHIBITS.
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by the addition
of the following exhibits:
(a)(1)(DD) Supplement No. 2 to Offer to Purchase dated November 21, 2000.
(a)(1)(EE) Letter to stockholders from Ross A. Cooley, Chairman and Chief
Executive Officer of pcOrder.com, Inc., dated November 20, 2000.
(a)(1)(FF) Amendment No. 3, dated November 20, 2000, to Recommendation
Statement on Schedule 14D-9 of pcOrder.com, Inc., dated November 6, 2000, as
previously amended by Exhibits (a)(1)(Z) and (a)(1)(AA). (Filed as Amendment
No. 3 to Schedule 14D-9 on November 20, 2000 and incorporated herein by
reference.)
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SIGNATURES
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.
pcOrder.com, Inc.
By: /s/ Richard Friedman
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Richard Friedman
Vice President, General Counsel
and Secretary
POI Acquisition Corp., Inc.
By: /s/ Dennis R. Cassell
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Dennis R. Cassell
Secretary
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EXHIBIT INDEX
The Exhibit Index of the Schedule 13E-3 is hereby amended and supplemented by
the addition of the following exhibits:
(a)(1)(DD) Supplement No. 2 to Offer to Purchase dated November 20, 2000.
(a)(1)(EE) Letter to stockholders from Ross A. Cooley, Chairman and Chief
Executive Officer of pcOrder.com, Inc., dated November 20, 2000.
(a)(1)(FF) Amendment No. 3, dated November 20, 2000, to Recommendation
Statement on Schedule 14D-9 of pcOrder.com, Inc., dated November 6, 2000, as
previously amended by Exhibits (a)(1)(Z) and (a)(1)(AA). (Filed as Amendment No.
3 to Schedule 14D-9 on November 20, 2000 and incorporated herein by reference.)
