Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MqmJ1s+xG+CNCRerSb/gNWD94D5PpUOHxmbXP9eQzVW3iRlap0xnWXjWlIbMyI+X BjZjnqikyPZEtT6hrJqvGw== 0000930661-03-002211.txt : 20030610 0000930661-03-002211.hdr.sgml : 20030610 20030610170642 ACCESSION NUMBER: 0000930661-03-002211 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030610 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLESOFT INC CENTRAL INDEX KEY: 0000875570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 680137069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43748 FILM NUMBER: 03739458 BUSINESS ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 BUSINESS PHONE: 925-225-3000 MAIL ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDWARDS J D & CO CENTRAL INDEX KEY: 0000798757 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 840728700 STATE OF INCORPORATION: CO FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE TECHNLOGY WAY CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3034884000 MAIL ADDRESS: STREET 1: 8055 EAST TUFTS AVE CITY: DENVER STATE: CO ZIP: 80237 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

Schedule 13D

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

PeopleSoft, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

712713106

(CUSIP Number)

Richard G. Snow, Jr.

Vice President, General Counsel and Secretary

J.D. Edwards & Company

One Technology Way

Denver, CO 80237

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to

Herbert P. Fockler

Steve L. Camahort

Jose F. Macias

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

June 1, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D

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CUSIP No. 281667105


1.	Name of Reporting Person, S.S. or I.R.S. Identification No. of above person (entities only) J.D. Edwards & Company 84-0728700

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨

3.	SEC Use Only

4.	Source of Funds (See Instructions) OO

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

36,792,661(1)

9. Sole Dispositive Power

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,792,666(1)

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 11.4%(2)

14.	Type of Reporting Person (See Instructions) CO

(1)

36,792,666 shares of PeopleSoft Common Stock are subject to Voting Agreements between J.D. Edwards and certain executive officers and directors of PeopleSoft, as described in Items 3 and 4 below. All of such shares are either outstanding on the date hereof or are issuable upon the exercise of outstanding options which are exercisable within 60 days of June 1, 2003. J.D. Edwards expressly disclaims beneficial ownership of any of the shares of PeopleSoft Common Stock subject to the Voting Agreements.

Schedule 13D

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(2)

Based upon 323,329,598 shares of PeopleSoft Common Stock, constituting 316,605,941 shares of PeopleSoft Common Stock outstanding as of May 27, 2003 (as represented by PeopleSoft in the Merger Agreement described in Items 3 and 4 below), and including the issuance of 6,723,657 shares of PeopleSoft Common Stock upon the exercise of outstanding options which are exercisable within 60 days of June 1, 2003.

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the Common Stock, par value $0.01 per share, of PeopleSoft, Inc., a Delaware corporation (“PeopleSoft” or “Issuer”). The principal executive offices of PeopleSoft are located at 4460 Hacienda Drive, Pleasanton, California 94588-8618.

Item 2. Identity and Background

The name of the corporation filing this Statement is J.D. Edwards & Company, a Delaware corporation (“J.D. Edwards”). J.D. Edwards develops and markets collaborative enterprise software and provides consulting, education and consulting services. The address of J.D. Edwards’ principal business is One Technology Way, Denver, CO 80237.

Set forth on Schedule A hereto is (i) the name of each of the executive officers and directors of J.D. Edwards, (ii) the residence or business address of each of the directors of J.D. Edwards, (iii) present principal occupation or employment, if any, of each of the executive officers and directors of J.D. Edwards, and the name, principal business and address of any corporation or other organization in which such employment is conducted, in each case as of the date hereof. The address of the executive offices of J.D. Edwards is the same as the address of J.D. Edwards’ principal business.

Neither J.D. Edwards nor, to the knowledge of J.D. Edwards, any person named on Schedule A hereto (i) during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

To the knowledge of J.D. Edwards, except as set forth on Schedule A hereto, each of the individuals set forth on Schedule A hereto is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to an Agreement and Plan of Merger, dated as of June 1, 2003, a copy of which is attached hereto as Exhibit 1 (the “Merger Agreement”), by and among J.D. Edwards, Jersey Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of PeopleSoft (“Merger Sub”), and PeopleSoft, and subject to the conditions set forth therein (including adoption and approval of the Merger Agreement and the merger by the stockholders of J.D. Edwards, approval of the issuance of shares of PeopleSoft Common Stock by the stockholders of PeopleSoft and receipt of applicable regulatory approvals), Merger Sub will merge with and into J.D. Edwards and J.D. Edwards will become a wholly-owned subsidiary of PeopleSoft (such events constituting the “Merger”). At the effective time of the Merger, Merger Sub will cease to exist as a corporation and all of the business, assets, liabilities and obligations of Merger Sub will be merged with and into J.D. Edwards, with J.D. Edwards remaining as the surviving corporation (sometimes referred to herein as the “Surviving Corporation”).

As an inducement to J.D. Edwards to enter into the Merger Agreement and in consideration thereof, certain officers and directors of PeopleSoft (collectively, the “Stockholders”) entered into individual Voting Agreements with J.D. Edwards, a copy of the form of which is attached hereto as Exhibit 2 (each, a “Voting Agreement” and, collectively, the “Voting Agreements”), whereby each Stockholder agreed, severally and not jointly, to vote all of the shares of PeopleSoft Common Stock beneficially owned by such Stockholder in favor of adoption and approval of the Merger

Schedule 13D

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Agreement and approval of the Merger and certain related matters. J.D. Edwards did not pay additional consideration to any Stockholder in connection with the execution and delivery of the Voting Agreements.

References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement and the Voting Agreements included as Exhibits 1 and 2, respectively, to this Statement, which are incorporated by reference herein in their entirety where such references and descriptions appear.

Item 4: Purpose of Transaction

(a)-(b)

As described in Item 3 above, this Statement relates to the acquisition of J.D. Edwards by PeopleSoft pursuant to a statutory merger of Merger Sub, a wholly-owned subsidiary of PeopleSoft, with and into J.D. Edwards, pursuant to which, at the effective time of the Merger, the separate existence of Merger Sub will cease and J.D. Edwards will continue as the Surviving Corporation and as a wholly-owned subsidiary of PeopleSoft. By virtue of the Merger, each holder of outstanding shares of J.D. Edwards Common Stock will receive, in exchange for each share of J.D. Edwards Common Stock held by such holder, 0.860 shares of common stock, par value $0.01 per share, of PeopleSoft (“PeopleSoft Common Stock”). In connection with the Merger, PeopleSoft will also assume each outstanding option to purchase J.D. Edwards Common Stock under J.D. Edwards’ existing stock option or employee stock purchase plans, and thereafter, each such option will represent the right to acquire a number of shares of PeopleSoft Common Stock, as adjusted based on the exchange ratio, with the exercise price adjusted accordingly.

Pursuant to the Voting Agreements, each of the Stockholders has irrevocably appointed certain directors of J.D. Edwards as such Stockholder’s lawful attorneys and proxies with respect to certain prescribed matters related to the Merger. The foregoing proxies give the directors of J.D. Edwards the limited right to vote or deliver a consent with respect to each of the shares of PeopleSoft Common Stock beneficially owned by the Stockholders, at every meeting of the stockholders of PeopleSoft and in every written consent in lieu of such a meeting: (i) in favor of approval of the Merger Agreement and the transactions contemplated thereby; (ii) against any proposal that is intended, or is reasonably likely to result in the conditions of the Company’s obligations under the Merger Agreement not being fulfilled; and (iii) against the election of a group of individuals to replace a majority or more of the individuals presently on the Board of Directors of Parent; provided that if one or more individuals presently on the Board of Directors withdraws his or her nomination for reelection at any meeting of stockholders for the election of directors, Stockholder may vote for a replacement director nominated by Parent’s Board of Directors for such individual(s). The Stockholders may vote their shares of PeopleSoft Common Stock on all other matters submitted to the stockholders of PeopleSoft for their approval. The Voting Agreements terminate upon the earlier to occur of (a) such date and time as the Merger Agreement shall have been validly terminated pursuant to its terms, and (b) such date and time as the Merger shall become effective in accordance with the terms and conditions set forth in the Merger Agreement.

The purpose of the Voting Agreements is to enable J.D. Edwards and PeopleSoft to consummate the transactions contemplated under the Merger Agreement.

(c)

Not applicable.

(d)

Upon the consummation of the Merger, the directors of Merger Sub immediately prior to the effective time of the Merger will become the directors of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified. Upon consummation of the Merger, officers of Merger Sub immediately prior to the effective time of the Merger will become the initial officers of the Surviving Corporation, until their respective successors are duly appointed. PeopleSoft will appoint each of the directors and officers of Merger Sub.

Schedule 13D

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(e)

Other than as a result of the Merger described in Item 3 and Item 4 above, not applicable.

(f)

Not applicable.

(g)

Upon consummation of the Merger, the Certificate of Incorporation of J.D. Edwards will be amended and restated in its entirety to be identical to the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the effective time of the Merger (except that the name of the Surviving Corporation will be “J.D. Edwards & Company”), and such Certificate of Incorporation of J.D. Edwards, as so amended and restated, will be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the General Corporation Law of the State of Delaware and such Certificate of Incorporation. Upon consummation of the Merger, the Bylaws of Merger Sub, as in effect immediately prior to the Merger, will be, at the effective time of the Merger, the Bylaws of the Surviving Corporation until thereafter amended in accordance with the General Corporation Law of the State of Delaware, the Certificate of Incorporation of J.D. Edwards and such Bylaws.

(h)-(i)

Upon consummation of the Merger, the J.D. Edwards Common Stock will be deregistered under the Securities Exchange Act of 1934, as amended, and delisted from the Nasdaq National Market.

(j)

Other than described above, J.D. Edwards currently has no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a)—(j) of Schedule 13D, inclusive.

References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement and the Voting Agreements included as Exhibits 1 and 2 respectively, to this Statement, which are incorporated by reference herein in their entirety where such references and descriptions appear.

Item 5. Interest in Securities of the Issuer

(a)-(b)

As a result of the Voting Agreements, J.D. Edwards may be deemed to be the beneficial owner of at least 36,792,666 shares of PeopleSoft Common Stock as of June 1, 2003. Such PeopleSoft Common Stock constitutes approximately 11.4% of the issued and outstanding shares of PeopleSoft Common Stock, based on the 316,605,941 shares of PeopleSoft Common Stock outstanding as of May 27, 2003 (as represented by PeopleSoft in the Merger Agreement described in Items 3 and 4 above) and assuming the issuance of 6,723,657 shares of PeopleSoft Common Stock upon the exercise of outstanding options which are exercisable within 60 days of June 1, 2003. J.D. Edwards also may be deemed to have shared voting power with respect to the foregoing shares of PeopleSoft Common Stock with respect to those matters described above. However, J.D. Edwards: (a) is not entitled to any rights as a stockholder of PeopleSoft with respect to the foregoing shares of PeopleSoft Common Stock, and (b) disclaims any beneficial ownership of the shares of PeopleSoft Common Stock which are covered by the Voting Agreements. To the knowledge of J.D. Edwards, no person listed on Schedule A hereto has an equity or other ownership interest in PeopleSoft, except for Robert C. Newman, who as of the date hereof beneficially owns 200 shares of PeopleSoft Common Stock. Set forth on Schedule B hereto are the names of those stockholders of PeopleSoft that have entered into Voting Agreements with J.D. Edwards, and to the knowledge of J.D. Edwards, each of their respective present principal occupation or employment, including the name, principal business and address of any corporation or other organization in which such employment is conducted.

(c)

To the knowledge of J.D. Edwards, no transactions in the class of securities reported on this Statement have been effected during the past 60 days by the persons named in response to Item 5(a) and Item 2.

(d)

To the knowledge of J.D. Edwards, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the class of securities reported on this Statement.

Schedule 13D

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(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the Merger Agreement and the exhibits thereto, including the Voting Agreements, to the knowledge of J.D. Edwards, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of Schedule 13D and between such persons and any person with respect to any securities of PeopleSoft, including, but not limited to transfer or voting of any of the class of securities reported on this Statement, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

The following documents are filed as exhibits to this Statement:

Agreement and Plan of Merger, dated as of June 1, 2003, by and among PeopleSoft, Inc., a Delaware corporation (“PeopleSoft”), Jersey Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of PeopleSoft, and J.D. Edwards & Company, a Delaware corporation (“J.D. Edwards”) (incorporated by reference to Exhibit 2.1 to J.D. Edwards’ Form 8-K filed on June 3, 2003).

Form of Voting Agreement, dated as of June 1, 2003, by and between J.D. Edwards and certain stockholders of PeopleSoft set forth on Schedule B hereto.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 10, 2003

Date

/s/ RICHARD G. SNOW, JR.

Signature

Richard G. Snow, Jr.

Name/Title

Schedule 13D

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SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF

J.D. EDWARDS & COMPANY

The following table sets forth the name, business address and present principal occupation or employment of each executive officer and director of J.D. Edwards. Except as otherwise indicated below, the business address of each person set forth on this Schedule A is: c/o J.D. Edwards & Company, One Technology Way, Denver, CO 80237.

Name of Executive Officer		Title and Present Principal Occupation

Robert Dutkowsky		Chairman of the Board, President, and Chief Executive Officer

Richard Allen		Executive Vice President, Finance and Administration, and Chief Financial Officer

Leslie Wyatt		Senior Vice President and Chief Marketing Officer

Harry Debes		Senior Vice President, Americas Sales and Consulting Services

Richard Mathews (citizen of New Zealand)		Senior Vice President, International Sales

David Siebert		Group Vice President, WorldSoftware and Channel Operations

Michael Madden		Group Vice President, Software Engineering and Chief Technology Officer

Pamela Saxton		Vice President of Finance, Corporate Controller, and Chief Accounting Officer

Richard Snow, Jr.		Vice President, General Counsel, and Secretary

Name of Director		Title and Present Principal Occupation

Robert Dutkowsky		Chairman of the Board, President, and Chief Executive Officer

Richard Allen		Executive Vice President, Finance and Administration, and Chief Financial Officer

Kathleen J. Cunningham		Director Retired

Gerald Harrison		Director Private researcher and author

Delwin D. Hock		Director Business consultant and private investor 435 Monroe Street Denver, CO 80206

Michael J. Maples		Director Retired 2208 Windsor Road Austin, TX 78703

Schedule 13D

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Trygve E. Myhren

Director

President, Myhren Media, Inc.

280 Detroit Street, Suite 200

Denver, CO 80206

Robert C. Newman

Director

Professor (University of Denver) and private investor

Schedule 13D

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SCHEDULE B

STOCKHOLDERS PARTY TO A VOTING AGREEMENT

WITH J.D. EDWARDS & COMPANY

The following table sets forth the name and present principal occupation or employment of each Stockholder of PeopleSoft that has entered into a Voting Agreement with J.D. Edwards in connection with the Merger Agreement, and the aggregate number of shares of PeopleSoft Common Stock beneficially owned by each such Stockholder as of June 1, 2003. Except as otherwise indicated below, the business address of each Stockholder set forth on this Schedule B is: c/o PeopleSoft, Inc., 4460 Hacienda Drive, Pleasanton, California 94588.

Stockholder Party to Voting Agreement	Shares Beneficially Owned
Officers of PeopleSoft
Nanci Caldwell Executive Vice President, Chief Marketing Officer	375,427	(1)

Craig A. Conway President and Chief Executive Officer, Member of the Board of Directors	4,046,627	(2)

Guy E. Dubois Executive Vice President, International	671,931	(3)

Michael Gregoire Executive Vice President, PeopleSoft Global Services	332,987	(4)

Ram Gupta Executive Vice President, Products and Technology	482,096	(5)

Anne S. Jordan Senior Vice President, General Counsel and Secretary	354,276	(6)

Kevin T. Parker Executive Vice President, Finance and Administration, Chief Financial Officer	648,252	(7)

W. Phillip Wilmington Executive Vice President, Americas	630,019	(8)

Directors of PeopleSoft (Who Are Not Also Officers)
A. George Battle Chief Executive Officer and Director Ask Jeeves, Inc. (Internet search engine company) 5858 Horton Street, Suite 350 Emeryville, CA 94608	118,316	(9)

Aneel Bhusri General Partner Greylock Management Corporation (venture capital firm) 755 Page Mill Road, Suite A100 Palo Alto, CA 94304	26,125

David A. Duffield Chairman of the Board of Directors of PeopleSoft	28,932,610

Schedule 13D

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Frank J. Fanzilli, Jr. Retired		15,000(10)

Steven D. Goldby Chairman and Chief Executive Officer Symyx Technologies, Inc. (company applying combinatorial methods to materials science) 3100 Central Expressway Santa Clara, CA 95051		68,750(11)

Cyril J. Yansouni Chairman of the Board Read-Rite Corporation (supplier of magnetic recording heads for data storage drives) 44100 Osgood Road Fremont, CA 94539		90,250(12)

(1)

Includes 80,117 outstanding shares of PeopleSoft Common Stock, and 295,310 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

(2)

Includes 579,442 outstanding shares of PeopleSoft Common Stock, and 3,467,185 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

(3)

Includes 75,375 outstanding shares of PeopleSoft Common Stock, and 596,556 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

(4)

Includes 67,863 outstanding shares of PeopleSoft Common Stock, and 265,124 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

(5)

Includes 75,375 outstanding shares of PeopleSoft Common Stock, and 406,721 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

(6)

Includes 13,965 outstanding shares of PeopleSoft Common Stock, and 340,311 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

(7)

Includes 122,472 outstanding shares of PeopleSoft Common Stock, and 525,780 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

(8)

Includes 92,599 outstanding shares of PeopleSoft Common Stock, and 537,420 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

(9)

Includes 3,066 outstanding shares of PeopleSoft Common Stock, and 115,250 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

(10)

Includes no outstanding shares of PeopleSoft Common Stock, and 15,000 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

(11)

Includes no outstanding shares of PeopleSoft Common Stock, and 68,750 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

Schedule 13D

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(12)

Includes no outstanding shares of PeopleSoft Common Stock, and 90,250 shares of PeopleSoft Common Stock issuable upon the exercise of options to purchase PeopleSoft Common Stock which are exercisable within 60 days of June 1, 2003.

EX-2 3 dex2.htm FORM FO PARENT IRREVOCABLE PROXY AND VOTING AGREEMENT Form fo Parent Irrevocable Proxy and Voting Agreement

EXHIBIT 2

FORM OF PARENT

IRREVOCABLE PROXY

AND

VOTING AGREEMENT

THIS IRREVOCABLE PROXY AND VOTING AGREEMENT (this “Agreement”), dated as of June 1, 2003, is entered into by and between J.D. Edwards & Company, a Delaware corporation (the “Company”), on the one hand, and (“Stockholder”) on the other hand, and, with respect to Section 7(j) only, PeopleSoft, Inc., a Delaware corporation (“Parent”).

RECITALS

WHEREAS, concurrently herewith, Parent, Jersey Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition”), and the Company have entered into an Agreement and Plan of Merger, of even date herewith (as such agreement may hereafter be amended from time to time in conformity with the provisions thereof, the “Merger Agreement”), pursuant to which Acquisition will merge with and into the Company and the Company shall be the surviving corporation and become a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, Stockholder is the beneficial owner (as defined below) of ( ) shares of common stock, $0.01 par value per share, of Parent (such shares, together with all other shares of capital stock or other voting securities of Parent with respect to which the Stockholder has beneficial ownership as of the date of this Agreement, and any shares of capital stock or other voting securities of Parent, beneficial ownership of which is directly or indirectly acquired after the date hereof, including, without limitation, shares received pursuant to any stock splits, stock dividends or distributions, shares acquired by purchase or upon the exercise, conversion or exchange of any option, warrant or convertible security or otherwise, and shares or any voting securities of Parent received pursuant to any change in the capital stock of Parent by reason of any recapitalization, merger, reorganization, consolidation, combination, exchange of shares or the like, are referred to herein as the “Stockholder Shares”); and

WHEREAS, as an inducement and a condition to entering into the Merger Agreement, the Company has requested that Stockholder agree, and Stockholder has agreed, to enter into this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. For the purposes of this Agreement, terms not defined herein but used herein and defined in the Merger Agreement shall have the meanings set forth in the Merger Agreement, unless the context clearly indicates otherwise.

2. Voting Agreement. Stockholder hereby agrees with the Company that, at any meeting of Parent’s stockholders, however called, Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause all Stockholder Shares then outstanding to be counted as present thereat for purposes of establishing a quorum, and Stockholder shall vote, or cause to be voted (or in connection with any written consent of Parent’s stockholders, act, or cause to be acted, by written consent) with respect to all Stockholder Shares that Stockholder is entitled to vote or as to which Stockholder has the right to direct the voting, as of the relevant record date, (i) in favor of approval of the Merger Agreement and the transactions contemplated thereby; (ii) against any proposal that is intended, or is reasonably likely to result in the conditions of the Company’s obligations under the Merger Agreement not being fulfilled; and (iii) against the election of a group of individuals to replace a majority or more of the individuals presently on the Board of Directors of Parent; provided that if one or more individuals presently on the Board of Directors withdraws his or her nomination for reelection at any meeting of stockholders for the election of directors, Stockholder may vote for a replacement director nominated by Parent’s Board of Directors for such individual(s).

3. Irrevocable Proxy.

(a) Stockholder hereby constitutes and appoints the Company, which shall act by and through Robert Dutkowsky and Richard Allen (each, a “Proxy Holder”), or either of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of Parent’s stockholders called for purposes of considering whether to approve the Merger Agreement and transactions contemplated thereby or any other transaction described in Section 2 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Stockholder of record as of the relevant record date in favor of the approval of the Merger Agreement and transactions contemplated thereby and against any other action described in Section 2(iii) hereof.

(b) The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by Stockholder which conflicts with the proxy granted herein. Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder.

(c) If Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 2 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares at any meeting of Parent’s stockholders and in any action by written consent of Parent’s stockholders in accordance with this Section 3. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Shares by a Proxy Holder and a vote of such Stockholder Shares by Stockholder with respect to the matters set forth in Section 3(a) hereof.

4. Director and Officer Matters Excluded. The Company acknowledges and agrees that no provision of this Agreement shall limit or otherwise restrict Stockholder with respect to any act or omission that Stockholder may undertake or authorize in Stockholder’s capacity as a director or officer of Parent, including, without limitation, any vote that Stockholder may make as a director or officer of Parent with respect to any matter presented to the Parent Board.

5. Other Covenants, Representations and Warranties. Stockholder hereby represents and warrants to, and covenants with, the Company as follows:

(a) Title to Stockholder Shares. Stockholder is the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act, “beneficial owner”) of all the Stockholder Shares. Except as set forth in Annex 1, attached hereto, Stockholder has sole voting power and the sole power of disposition with respect to all of the Stockholder Shares outstanding on the date hereof, and will have sole voting power and sole power of disposition with respect to all of the Stockholder Shares acquired by such Stockholder after the date hereof upon the exercise, conversion or exchange of any option, warrant or convertible security owned or held by Stockholder as of the date hereof, with no limitations, qualifications or restrictions on such rights. Stockholder is the sole record holder (as reflected in the records maintained by Parent’s transfer agent) of the Stockholder Shares outstanding on the date hereof.

(b) Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of Stockholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or court order to which Stockholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

(c) Restriction on Transfer, Proxies and Non-Interference; Stop Transfer. Except as expressly contemplated by this Agreement, during the term of this Agreement, Stockholder shall not, directly or indirectly: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder Shares or any interest therein; (ii) grant any proxies or powers of attorney with respect to any Stockholder Shares which conflicts with Section 3(a) hereof and the proxy granted herein or deposit any Stockholder Shares into a voting trust or enter into a voting agreement with respect to any Stockholder Shares; or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing any of Stockholder’s obligations under this Agreement. Stockholder further agrees with and covenants to the Company that Stockholder shall not request that Parent register the transfer of any certificate or uncertificated interest representing any of the Stockholder Shares, unless such transfer is made in compliance with this Agreement. Stockholder agrees that, in order to ensure compliance with the restrictions referred to herein, Parent may issue appropriate “stop transfer” instructions to its transfer agent.

(d) No Consents. To his, her or its knowledge, the execution and delivery of this Agreement by Stockholder does not, and the performance by Stockholder of his, her or its obligations hereunder will not, require Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity.

(e) Notification of the Company. Stockholder hereby agrees, while this Agreement is in effect, to notify the Company promptly of the number of any additional shares of capital stock and the number and type of any other voting securities of Parent acquired by such Stockholder, if any, after the date hereof.

(f) Reliance by the Company. Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement.

(g) Sophistication. Stockholder acknowledges being an informed and sophisticated investor and, together with Stockholder’s advisors, has undertaken such investigation as they have deemed necessary, including the review of the Merger Agreement and this Agreement, to enable the Stockholder to make an informed and intelligent decision with respect to the Merger Agreement and this Agreement and the transactions contemplated thereby and hereby.

(h) Permitted Transfers. Notwithstanding Section 5(c), Stockholder shall have the right to (A) transfer Stockholder Shares to (1) any Family Member; (2) the trustee or trustees of a trust for the benefit of Stockholder and/or one or more Family Members; (3) one or more charitable foundations or charitable organizations or any trustee or trustees of a trust for the benefit thereof; (4) a partnership of which Stockholder and/or Family Members owns a majority of the partnership interests; (5) a limited liability company of which Stockholder and/or any Family Members owns a majority of the membership interests; (6) the executor, administrator or personal representative of the estate of Stockholder; (7) any guardian, trustee or conservator appointed with respect to the assets of Stockholder; or (8) any third party who agrees to be bound by this Agreement; provided that in the case of any such transfer, the transferee shall, as a condition to such transfer, execute an agreement to be bound by the terms and conditions of this Agreement, except that a transferee who receives Stockholder Shares pursuant to subsection (h)(3) hereof may sell such shares through a broker or dealer on the Nasdaq Stock Market without regard to the foregoing proviso insofar as it would require such transferee to obtain an agreement from its transferee; and (B) sell up to 5% of the Stockholder Shares owned as of the date hereof on the Nasdaq Stock Market. “Family Member” means the Stockholder’s spouse, father, mother, issue (if living with Stockholder), brother or sister.

6. Termination. The voting agreement and irrevocable proxy granted pursuant to Sections 2 and 3 hereof shall terminate immediately upon the earlier to occur of (a) the termination of the Merger Agreement in accordance with its terms, and (b) the Effective Time.

7. Miscellaneous.

(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior

agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

(b) Assignment. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other party, and any attempted assignment in violation hereof shall be void.

(c) Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the parties hereto.

(d) Notices. All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally, sent by facsimile, sent by nationally-recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses set forth below or to such other address as the party to whom notice is to be given may have furnished to the other parties hereto in writing in accordance herewith. Any such notice or communication shall be deemed to have been delivered and received (A) in the case of personal delivery, on the date of such delivery, (B) in the case of facsimile, on the date sent if confirmation of receipt is received and such notice is also promptly mailed by registered or certified mail (return receipt requested), (C) in the case of a nationally-recognized overnight courier in circumstances under which such courier guarantees next business day delivery, on the next business day after the date when sent, and (D) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted:

if to the Company:		J.D. Edwards & Company
		One Technology Way
		Denver, CO 80237
		Facsimile: (303) 334-4693
		Attention: Richard G. Snow, Jr.

with a copy to:		Wilson, Sonsini, Goodrich & Rosati
		Professional Corporation
		650 Page Mill Road
		Palo Alto, CA 94304
		Facsimile: (650) 493-6811
		Attention: Herbert P. Fockler

		and

		Wilson Sonsini Goodrich & Rosati
		Professional Corporation
		One Market
		Spear Tower, Suite 3300
		San Francisco, CA 94105
		Facsimile: (415) 947-2099

if to Stockholder, to:

such address for Stockholder as set forth on the signature page hereto

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

(e) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(f) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(g) Governing Law; Venue; Specific Performance; Waiver of Jury Trial. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflict of law principles thereof. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7(d) hereof or in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof.

The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the State of Delaware and the Federal courts

of the United States of America located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity.

Each party acknowledges and agrees that any controversy which may arise under this agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this agreement or the transactions contemplated by this agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each such party understands and has considered the implications of this waiver, (iii) each such party makes this waiver voluntarily, and (iv) each such party has been induced to enter into this agreement by, among other things, the waivers and certifications in this Section 7(g).

(h) Counterparts. This Agreement may be executed by facsimile and in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

(i) Further Assurances. At the request of any party to another party or parties to this Agreement, such other party or parties shall execute and deliver such instruments or documents to evidence or further effectuate (but not to enlarge) the respective rights and obligations of the parties and to evidence and effectuate any termination of this Agreement.

(j) Company Stop Transfer Agreement. Parent hereby acknowledges the restrictions on transfer of the Stockholder Shares contained in Section 5(c) hereof. Parent agrees not to register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Stockholder Shares, unless such transfer is made pursuant to and in compliance with this Agreement. Parent further agrees to instruct its transfer agent (the “Transfer Agent”) not to transfer any certificate or uncertificated interest representing any Stockholder Shares, until (i) the Transfer Agent has received the Company’s consent to such a transfer, or (ii) this Agreement has been terminated pursuant to Section 6 hereof.

(Remainder of page intentionally left blank)

IN WITNESS WHEREOF, the Company and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

J.D. EDWARDS & COMPANY

By:
		Name: Title:

STOCKHOLDER:

By:
		Name: Title: Address:

ACKNOWLEDGED AND AGREED TO

(with respect to Section 7(j)):

PEOPLESOFT, INC.

By:
		Name: Title:

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