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EXHIBIT (a)(1)(F)
OFFER TO PURCHASE FOR CASH
Any and All Outstanding Shares of Class A Common Stock
of
pcOrder.com, Inc.
at
$6.375 Net per Share
by
Trilogy Software, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, DECEMBER 6, 2000, UNLESS THE OFFER IS EXTENDED.
November 6, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated November 6,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal in
connection with the offer by Trilogy Software, Inc., a Delaware corporation
("Trilogy"), to purchase any and all of the outstanding shares of Class A
Common Stock, par value $0.01 per share (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 (such amount, or any greater amount per Share paid
pursuant to the Offer, being referred to herein as the "Offer Price"), without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the enclosed Letter of Transmittal (which, as amended
or supplemented from time to time, together constitute the "Offer").
WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
OR OUR NOMINEES AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE
ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY
AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer Price is $6.375 per Share, net to you in cash without
interest upon the terms and conditions set forth in the Offer to Purchase.
2. The Offer is being made for any and all issued and outstanding
Shares. The Offer is not conditioned on the tender of any minimum number of
Shares.
3. The Board of Directors of pcOrder (the "pcOrder Board"), based upon
the unanimous recommendation of a special committee of independent
directors of the pcOrder Board, (a) has determined that each of the Offer
and Merger (as defined in the Offer to Purchase) is fair to and in the best
interests of pcOrder's stockholders (other than Trilogy and its affiliates,
other than pcOrder), (b) has approved the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger, and
(c) recommends that pcOrder's stockholders accept the Offer and tender
their Shares pursuant to the Offer.
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4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON WEDNESDAY, DECEMBER 6, 2000, UNLESS THE OFFER IS
EXTENDED.
5. Stockholders who tender Shares will not be obligated to pay brokerage
fees or commissions to the Dealer Manager, the Information Agent or the
Depositary or, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, stock transfer taxes with respect to the purchase of Shares
by Trilogy pursuant to the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements and amendments thereto and is being made to all
holders of Shares. Trilogy is not aware of any jurisdiction where the making of
the Offer is prohibited by administrative or judicial action pursuant to any
valid state statute. If Trilogy becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of Shares pursuant
thereto, Trilogy will make a good faith effort to comply with such state
statute or seek to have such statute declared inapplicable to the Offer. If,
after such good faith effort, Trilogy cannot comply with any such state
statute, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of Shares in such state. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of Trilogy by
one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the opposite side of this letter. An envelope in which to return your
instructions to us is enclosed. If you authorize the tender of your Shares, all
such Shares will be tendered unless otherwise specified in your instructions.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US AS SOON AS POSSIBLE SO THAT WE WILL
HAVE AMPLE TIME TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF
THE OFFER.
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INSTRUCTIONS WITH RESPECT TO THE
Offer to Purchase for Cash
Any and All Outstanding Shares of Class A Common Stock
of
pcOrder.com, Inc.
by
Trilogy Software, Inc.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated November 6, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer"), in connection with the Offer by Trilogy
Software, Inc., a Delaware corporation ("Trilogy"), to purchase any and all of
the outstanding shares of Class A common stock, par value $0.01 per share (the
"Shares"), of pcOrder.com, Inc., a Delaware corporation ("pcOrder"), at a
purchase price of $6.375 per Share (or any greater amount per Share paid
pursuant to the Offer), net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and in the related Letter of Transmittal.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Number of Shares to be Tendered:*
Shares*
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Dated:
--------------------------------
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Account Number:
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Signature(s)
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Print Name(s)
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Address(es)
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Area Code and Telephone Number(s)
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Tax ID or Social Security Number(s)
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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