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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
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(Name of Subject Company (Issuer))
TRILOGY SOFTWARE, INC.
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(Names of Filing Persons (Offerors))
CLASS A COMMON STOCK,
PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
70453H10-7
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(Cusip Number of Class of Securities)
Lance A. Jones, Esq.
Vice President and General Counsel
Trilogy Software, Inc.
6034 West Courtyard Drive
Austin, Texas 78730
Telephone: (512) 425-3167
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(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Dennis R. Cassell, Esq.
Haynes and Boone, LLP
7501 N. Capital of Texas Highway, Suite A130
Austin, Texas 78731
Telephone: (512) 693-8388
/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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For immediate release
October 25, 2000
Contacts:
pcOrder.com, Inc.: Trilogy Software, Inc.:
Tiffany O'Brien Krista Rollins
512.684.1171 512.425.3128
[email protected] [email protected]
TRILOGY SOFTWARE, INC. TO ACQUIRE PCORDER.COM, INC.
CLASS A COMMON STOCK FOR $6.375 IN CASH
UNDER DEFINITIVE MERGER AGREEMENT
AUSTIN, Texas, October 25, 2000 - Trilogy Software, Inc. and pcOrder.com, Inc.
(NASDAQ:PCOR) today jointly announced that they have signed a definitive merger
agreement under which Trilogy will commence a cash tender offer to acquire all
of pcOrder's outstanding Class A common stock at a price of $6.375 per share.
Any shares of pcOrder's Class A common stock not purchased in the tender offer
will be acquired by Trilogy in a subsequent merger transaction at the same
$6.375 per share cash price. Trilogy currently owns all of pcOrder's
outstanding Class B common stock, which represents 62.5% of pcOrder's
outstanding common stock.
The Board of Directors of pcOrder approved the merger agreement and tender offer
based upon the recommendation of pcOrder's Special Committee comprised of
pcOrder's two independent directors. The Special Committee has received an
opinion of their financial advisors, Dain Rauscher Wessels, that the
consideration to be received by the stockholders of pcOrder (other than Trilogy
or its affiliates) pursuant to the merger agreement is fair to such stockholders
from a financial point of view.
Trilogy has been advised by SG Cowen Securities Corporation with respect to the
transaction.
The tender offer will commence on or prior to November 6, 2000, and will be made
only by an offer to purchase and other offering documents, copies of which will
be filed with the Securities and Exchange Commission and mailed to pcOrder
stockholders.
Trilogy is a leading provider of software driving the e-commerce transformation
of Global 2000 companies. Trilogy's robust e-commerce platforms, rapid
deployment cycles and business expertise serve industry leaders such as Ford
Motor Company, Fidelity Brokerage Services, Lands' End, IBM, and ALLTEL.
Trilogy's ability to integrate multichannel sales and service environments on a
unified e-commerce technology platform increases a corporation's market share,
generates higher revenue, and results in deeper customer and channel partner
relationships. For more information, please visit www.trilogy.com.
pcOrder is a leading provider of business-to-business software applications,
content and related services that are designed to move the computer industry to
the Web. pcOrder's tailored solutions are designed to enable industry
participants to take advantage of the increasing adoption of e-commerce to
automate sales and distribution functions. pcOrder's technology and services are
designed to enable customers to lower their cost of sales and marketing, reduce
inventory levels, and more efficiently interact with their business partners and
customers. For more information, please visit www.pcorder.com.
pcOrder is issuing a separate press release today announcing its results for the
three and nine month periods ended September 30, 2000.
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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