PCORDER COM INC
SC14D9C, 2000-10-25
COMPUTER & COMPUTER SOFTWARE STORES
Previous: PCORDER COM INC, SC TO-C, 2000-10-25
Next: PCORDER COM INC, SC14D9C, EX-1, 2000-10-25



<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 14D-9
          Solicitation/Recommendation Statement under Section 14(d)(4)
                     of the Securities Exchange Act of 1934

                               pcOrder.com, Inc.
                           (Name of Subject Company)

                               pcOrder.com, Inc.
                       (Name of Person Filing Statement)

                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 the persons filing statement)

 Copies to Counsel for the Special Committee of the Board of pcOrder.com, Inc.
                              Henry Lesser, Esq.
                       Gray Cary Ware & Friedenrich LLP
                              400 Hamilton Avenue
                       Palo Alto, California 94301-1825

[X]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.
<PAGE>

Preliminary Communications filed as part of this Schedule.


1.   Press Release, dated October 25, 2000, regarding the proposed transaction
     between Trilogy Software, Inc., POI Acquisition Corp., Inc. and
     pcOrder.com, Inc.

2.   Press Release, dated October 25, 2000, regarding the financial results of
     pcOrder.com Inc. for the quarter ended September 30, 2000.

3.   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.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission