SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4

to

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

PEOPLESOFT, INC.

(Name of Subject Company)

PEPPER ACQUISITION CORP.

ORACLE CORPORATION

(Names of Filing Persons—Offeror)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

712713106

(Cusip Number of Class of Securities)

Daniel Cooperman

Senior Vice President, General Counsel and Secretary

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

Telephone: (650) 506-7000

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

and Communications on Behalf of Filing Persons)

Copies to:

William M. Kelly

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

Telephone: (650) 752-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$5,065,695,056	$409,815

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 316,605,941 (number of shares of common stock of subject company outstanding as of May 27, 2003 (according to the Agreement and Plan of Merger, dated June 1, 2003, by and among subject company, J.D. Edwards & Company and Jersey Acquisition Corporation, filed with the J.D. Edwards & Company Form 8-K filed on June 3, 2003, with the Securities and Exchange Commission) by $16.00 (the purchase price per share offered by Offeror).

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and Fee Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals 0.008090% of the transaction valuation. The filing fee was previously paid.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$409,815	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T	Date Filed:	June 9, 2003

¨ 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.

¨ 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.  ¨

Items 1 through 9, and Item 11.

This Amendment No. 4 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on June 9, 2002 by Oracle Corporation, a Delaware corporation (“Parent”), and Pepper Acquisition Corp. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share, and the associated preferred stock purchase rights (together, the “Shares”), of PeopleSoft, Inc., a Delaware corporation (the “Company”), at $16.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 9, 2003 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

Item 10.    Financial Statements.

Not applicable.

Item 11.    Additional Information.

On June 12, 2003, J.D. Edwards & Company filed a Complaint and Jury Demand in the District Court for the City and County of Denver, Colorado against Parent and Purchaser. The Complaint and Jury Demand alleges that the defendants have committed intentional interference with contract, intentional interference with the prospective business relations of J.D. Edwards, and intentional interference with the prospective business relations of PeopleSoft by virtue of commencing this tender offer. The Complaint and Jury Demand seeks compensatory and punitive damages. A copy of the Complaint and Jury Demand is filed herewith as Exhibit (a)(5)(vii).

On June 12, 2003, J.D. Edwards & Company filed a Complaint in the Superior Court of the State of California, County of San Mateo against Parent, Purchaser, Lawrence J. Ellison and Charles Phillips. The Complaint alleges that the defendants have engaged in unfair competition, intentional interference with prospective economic advantage, and negligent interference with prospective economic advantage by virtue of commencing this tender offer. The Complaint seeks compensatory damages, restitution, and an injunction to enjoin the defendants from proceeding with this tender offer. A copy of the Complaint is filed herewith as Exhibit (a)(5)(viii).

Item 12.    Exhibits.

(a)(1)(i)	Offer to Purchase dated June 9, 2003.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement dated June 9, 2003.*
(a)(5)(i)	Text of press release issued by Parent, dated June 6, 2003.*
(a)(5)(ii)	Text of press release issued by Parent, dated June 9, 2003.*
(a)(5)(iii)	Text of information on Parent’s website, posted June 10, 2003.*
(a)(5)(iv)	Text of press release issued by Parent, dated June 10, 2003.*
(a)(5)(v)	Slide presentation by Parent, dated June 13, 2003.
(a)(5)(vi)	Text of press release issued by Parent, dated June 13, 2003.
(a)(5)(vii)	Complaint and Jury Demand filed in the District Court for the City and County of Denver, Colorado on June 12, 2003.
(a)(5)(viii)	Complaint filed in the Superior Court of the State of California, County of San Mateo on June 12, 2003.
(b)(1)	Commitment letter described in Section 9, “Source and Amount of Funds” of the Offer to Purchase (the “Commitment Letter”).*
(b)(2)	Side Letter to the Commitment Letter.*
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

SIGNATURE

After due 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.

Dated:  June 13, 2003

ORACLE CORPORATION
By:	/s/    SAFRA CATZ
	Name:	Safra Catz
	Title:	Executive Vice President
PEPPER ACQUISITION CORP.
By:	/s/    SAFRA CATZ
	Name:	Safra Catz
	Title:	President

EXHIBIT INDEX

Index No.
(a)(1)(i)	Offer to Purchase dated June 9, 2003.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement dated June 9, 2003.*
(a)(5)(i)	Text of press release issued by Parent, dated June 6, 2003.*
(a)(5)(ii)	Text of press release issued by Parent, dated June 9, 2003.*
(a)(5)(iii)	Text of information on Parent’s website, posted June 10, 2003.*
(a)(5)(iv)	Text of press release issued by Parent, dated June 10, 2003.*
(a)(5)(v)	Slide presentation by Parent, dated June 13, 2003.
(a)(5)(vi)	Text of press release issued by Parent, dated June 13, 2003.
(a)(5)(vii)	Complaint and Jury Demand filed in the District Court for the City and County of Denver, Colorado on June 12, 2003.
(a)(5)(viii)	Complaint filed in the Superior Court of the State of California, County of San Mateo on June 12, 2003.
(b)(1)	Commitment letter described in Section 9, “Source and Amount of Funds” of the Offer to Purchase.*
(b)(2)	Side Letter to the Commitment Letter.*
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

EX-99.(A)(5)(V)

Exhibit (a)(5)(v)

ORACLE®

Disclaimer

The offer to buy PeopleSoft’s common stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003. Stockholders should read the Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Offer to Purchase and related materials free at the SEC’s website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from MacKenzie Partners, the Information Agent for the offer, or from Oracle Corporation.

[LOGO] ORACLE

 

What Has Oracle Announced?

• Cash tender offer: $16.00/share
• $5.1B total value; $3.2B net of PeopleSoft cash
• Offer is fully financed, with minimal conditions

  –  Majority of shares
  –  Redemption of poison pill
  –  No changes to J.D. Edwards deal without Oracle consent
  –  Customary regulatory clearances

• Offer remains open through July 7, 2003

[LOGO] ORACLE

Why Are We Doing This?

• The highly-fragmented applications market is ripe for consolidation
• Management has been actively reviewing enterprise applications vendors that meet our acquisition criteria
• Management has held discussions with PeopleSoft in the past and has been following developments at the company
• J.D. Edwards transaction drove the timing

[LOGO] ORACLE

Company Highlights

($ in millions)

	Oracle (1)	PeopleSoft(2)
Market Capitalization	$ 72,246	$ 4,822
Cash and Short-Term Investments	$ 6,519	$ 1,933
Enterprise Value	$ 66,056	$ 2,869
LTM Revenue	$ 9,475	$ 1,926
LTM Operating Margin	36.3%	13.0%
LTM Cash Flow from Operations	$ 3,023	$ 323
Number of Applications Developers	4,987	2,379 (3)
Employees	40,650	8,180

(1) Market capitalization and Enterprise Value as of 6/11/2003. LTM ended May 31, 2003 (per June 12, 2003 Company Press Release).
(2) Market capitalization and Enterprise Value as of 6/5/2003. LTM ended March 31, 2003 (per December 31, 2002 10-K and March 31, 2003 10-Q).
(3) Includes PeopleTools (per December 31, 2002 10-K).

[LOGO] ORACLE

Applications Market

Is and will continue to be fragmented and highly competitive

	Market Size
$23.5 billion	$8.5 billion	$6.4 billion
ERP Apps	SCM Apps	CRM Apps
	Market Share
Other 68.5%	Other 80.8%	Other 61.3%
SAP 18.1%	i2 7.8%	Siebel 24.5%
Oracle 5.4%	SAP 6.6%	Oracle 5.9%
PeopleSoft 5.4%	Oracle 2.7%	PeopleSoft 4.0%
JD Edwards 2.6%	PeopleSoft 2.1%	SAP 4.3%
#2 10.8%	#3 4.8%	#2 9.9%

Source: Latest available IDC data; ERP as of 2002, SCM and CRM as of 2001.

[LOGO] ORACLE

 

Historical Performance –
Oracle vs. PeopleSoft

One Year Indexed Share Price Performance
June 6, 2002 – June 5, 2003

Returns	ORCL	PSFT	Nasdaq
6 Months	18.4%	(16.4%)	15.7%
1 Year	63.9%	(28.3%)	5.9%
Since May 24, 1999(1)	115.9%	(9.5%)	(32.9%)
5 Years	209.1%	(67.1%)	(7.7%)

[LINE CHART]

Note: Share price performance shown prior to Oracle’s cash tender offer announcement on June 6, 2003.
(1) Date Craig Conway began employment at PeopleSoft.

[LOGO] ORACLE

Oracle + PeopleSoft = A Compelling
Combination for Our Shareholders

• Meaningful positive impact on future financial results
• A straightforward business integration plan with minimal execution risk
• Richest product offering: utilize best features of PeopleSoft’s products to enhance future
  versions of Oracle E-Business Suite
• Significantly strengthen Oracle’s ability to compete in enterprise applications against SAP,
  Microsoft and others

[LOGO] ORACLE

Opportunity for Significant Cost Savings

• Sales and Marketing: 
  Oracle will not market or sell PeopleSoft products to new customers
• Research and Development: 
  Future development will focus primarily on the next generation Oracle programs
  (including the best features of PeopleSoft programs) and migration programs
• Finance, Administration and Systems: 
  Significant redundancies, PeopleSoft will be run on Oracle’s Global Single Instance (GSI)
• Oracle management team is experienced in reducing costs and streamlining operations

PeopleSoft
Employees: 8,293

S&M	1,564	19%
Services	3,481	42%
G&A	869	10%
R&D	2,379	29%

Source:  PeopleSoft 10-K for year ended December 31, 2002.
8,180 employees as of March 31, 2003.

[LOGO] ORACLE

Oracle Customers –
Business as Usual

• Existing Oracle E-Business Suite applications will continue on their current schedule
• Advanced features from existing PeopleSoft applications will be incorporated into next-generation
  Oracle products
• There will be no disruption of customer relationships with existing Oracle sales reps and support staff
• Customers will continue to enjoy Oracle’s award-winning global support

[LOGO] ORACLE

PeopleSoft Customers –
Graceful Migration Path

• Free comparable license upgrade to Oracle E-Business Suite
• Robust migration tools
• Future applications will incorporate customer input and best features from Oracle and
  PeopleSoft applications
• Award-winning global support organization
• Commitment to total customer satisfaction  

[LOGO] ORACLE

Our New, Combined Customer Opportunities

• Extensive cross-selling opportunities as customers migrate to the E-Business Suite
• Additional revenues from customers who migrate to Oracle’s low-cost outsourcing
• Opportunity for new Oracle technology sales  

[LOGO] ORACLE

$16 Per Share: 
A Full and Fair Offer

Our cash offer is compelling, certain and provides value today

• PeopleSoft’s proposed merger with J.D. Edwards is strategically questionable, fraught with
  execution risks, and requires a long term wait-and-see (and hope) approach
• Significant business and technology integration risks…
• …for very little financial reward

  – $80 million cost savings⁽¹⁾ is only 4% of the $2 billion ⁽¹⁾ combined annual expenditures

• PeopleSoft stock traded down 8.7% the day following the J.D. Edwards merger announcement

(1) Per J.D. Edwards CEO from DOW Jones article on June 10, 2003.

[LOGO] ORACLE

PeopleSoft Financial Performance

Oracle Operating Margins(1)
FY 2002	FY 2003	FY 2004E
36.9%	36.3%	36.5%

 

[BAR CHART] [BAR CHART]

Note: Projections for PeopleSoft exclude effect of announced J.D. Edwards merger and are from May 28, 2003 report by Prudential Financial.
(1) Actual results for fiscal years 2002 and 2003. FY 2004E operating margin projection is from May 28, 2003 report by Prudential Financial.

[LOGO] ORACLE

$16 Per Share:
A Full Valuation…

	PeopleSoft for J.D. Edwards(2)	Oracle for PeopleSoft
Price Per Share	$ 14.10	$ 16.00
Implied Multiples (1)
FY03 Revenue	1.6x	1.7x
FY04 Revenue	1.5x	1.5x
Price Per Customer (in thousands)	$205	$622

(1) Revenue projections for all companies are from Prudential Financial reports dated May 28, 2003. PeopleSoft’s fiscal year ends on
December 31 and J.D.Edwards’ fiscal year ends on October 31.
(2) Implied stock price based on 0.86 exchange ratio on PeopleSoft’s closing price of $16.39 on May 30, 2003 (per merger
announcement on June 2, 2003).  [LOGO] ORACLE

…Based on Recent Trends

What is PeopleSoft really worth as a stand-alone entity?

PSFT Share Price at offer: $15.11

	12/31/2001	3/28/2002	6/28/2002	9/30/2002	12/31/2002	3/31/2003
YoY Change in  New License Revenue	+6%	(13%)	(21%)	(20%)	(18%)	(39%)
PSFT Share Price	$40.20	$36.53	$14.88	$12.37	$18.30	$15.30

[LOGO] ORACLE

Significant Execution Risk for
PeopleSoft and J.D. Edwards
Shareholders

Operating Margin Execution Risk LTM Combined 10.1% Management Estimates(2) "High Teens"

PeopleSoft has promised increasing margins while facing the following challenges: Product (code) integration Business integration Customer defection Employee defection Management distraction

(1) Combined LTM results for PeopleSoft (3/31/03) and J.D. Edwards (4/30/03) assumes no synergies. Restructuring charges of $1.5 million
for J.D. Edwards are excluded.
(2) Kevin Parker, PeopleSoft CFO, expects operating margins in “the High Teens” on a combined basis per conference call on June 2, 2003. [LOGO] ORACLE

Software Integration is Not Easy

• Code integration is technically challenging, costly, and time-consuming

–	Data models	–	Programming interfaces
–	Business flows	–	Object definition
–	Programming languages	–	Localization & Customization
–	Application testing	–	Modeling tools

• The Skyscraper Analogy
• “Code Integration” mergers rarely deliver as promised

 [LOGO] ORACLE

Corporate Governance
PeopleSoft’s reaction: whose interests come first?

•	“I could imagine no price nor combination of price and other conditions to recommend accepting the offer to our shareholders.”
		– Craig Conway, June 7, Interview with Germany's Euro am Sonntag newspaper
•	Poison pill may prevent a transaction unless removed by Board/Management
•	We have repeatedly asked to meet with the PeopleSoft Board to discuss our offer
•	Make sure your interests, as a shareholder, come first:
		– Call PeopleSoft at (800) 380-SOFT (7638)

[LOGO] ORACLE

ORACLE®

EX-99.(A)(5)(VI)

Exhibit (a)(5)(vi)

For Immediate Release

Contact: Jennifer Glass

Oracle Corp.

(650) 633-6192

jennifer.glass@oracle.com

ORACLE STATEMENT REGARDING JD EDWARDS LAWSUIT

REDWOOD SHORES, Calif., June 12, 2003—Oracle Corp., (Nasdaq: ORCL) issued the following statement, which is attributable to Jim Finn, Oracle spokesperson:

“We have just heard of this lawsuit. Clearly PeopleSoft and JD Edwards prefer to fight in the courts than let shareholders decide. We believe that this case has no merit whatsoever.”

The solicitation and the offer to buy PeopleSoft’s common stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003. Stockholders should read the Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Offer to Purchase and related materials free at the SEC’s website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from MacKenzie Partners, the Information Agent for the offer, or from Oracle Corporation.

###

EX-99.(A)(5)(VII)

Exhibit (a)(5)(vii)

DISTRICT COURT, CITY AND COUNTY, COLORADO
Court Address:             1437 Bannock Street
Denver, CO 80202
Plaintiffs: J.D. EDWARDS & COMPANY, v. Defendants:
ORACLE CORPORATION and PEPPER ACQUISITION CORP., DOES 1-50.	*  COURT USE ONLY  *
Attorneys:
Stephen J. Baity
Steven L. Heisdorffer	Case No.
GODIN & BAITY, LLC
1050 Seventeenth Street, Suite 1610
Denver, CO 80265	Courtroom:
303-572-3100
Atty. Reg. #: 13137
Atty. Reg. #: 19800
David Berger
Jared L. Kopel
WILSON SONSINI GOODRICH & ROSATI
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
COMPLAINT AND JURY DEMAND

Plaintiff, J.D. Edwards & Company, by and through its attorneys, GODIN & BAITY, LLC, complains against Defendants as follows:

1.    Plaintiff J.D. Edwards & Company makes these allegations upon knowledge as to its own acts, and as to all other matters makes these allegations on information and belief and investigation of counsel, including a review of documents filed with the Securities and Exchange Commission (“SEC”), papers and proceedings filed with courts of various jurisdictions, as well as public statements, articles and information available through the media.

INTRODUCTION

2.    This lawsuit concerns the unlawful conduct of defendant Oracle Corporation (“Oracle”) in trying to wrongfully interfere and disrupt a Contract (the “Contract” or “Merger Agreement”) entered into by its two closest competitors, PeopleSoft, Inc. (“PeopleSoft”) and J.D. Edwards & Company (“J.D. Edwards”). Oracle’s purpose in this effort is to prevent the competition it would face if the J.D. Edwards/PeopleSoft Contract is consummated, while its chosen method for achieving its objective is an illusory offer to acquire PeopleSoft. Oracle’s so-called offer is conditioned upon PeopleSoft breaching the Contract with J.D. Edwards.

3.    Oracle publicly announced its effort to disrupt and break-up the J.D. Edwards/PeopleSoft Contract on Friday, June 6, 2003, just days after J.D. Edwards and PeopleSoft had come forward with their signed Merger Agreement. In Oracle’s document announcing its purported offer, Oracle essentially admits that it is seeking to interfere and disrupt this Contract. Specifically, Oracle claims that although its offer to acquire PeopleSoft will be completed prior to the consummation of the J.D. Edwards/PeopleSoft Contract, Oracle will “reevaluate the terms of the J.D. Edwards [PeopleSoft Contract] after” it completes its offer. To the extent Oracle seeks to acquire PeopleSoft, and thus assume the obligations of PeopleSoft, Oracle’s comments constitute a direct breach of the J.D. Edwards/PeopleSoft Contract.

4.    In numerous other ways Oracle’s illusory offer to acquire PeopleSoft constitutes a direct and improper interference in the J.D. Edwards/PeopleSoft Contract, as well as a deliberate attempt by Oracle to induce PeopleSoft to breach its obligations under that Contract. For example, Oracle’s offer is conditioned upon PeopleSoft taking a number of steps would be a direct breach of the Contract with J.D. Edwards. Oracle has admitted that this was its plan all along—indeed, Oracle’s chairman and CEO, Larry Ellison, has stated that Oracle’s actions were all “pre-scripted” and that Oracle was always planning to disrupt any contract to merge between J.D. Edwards and PeopleSoft by “going after” PeopleSoft.

5.    Oracle has engaged in additional conduct to disrupt the J.D. Edwards/PeopleSoft Contract, as well as to reduce the benefit of the bargain J.D. Edwards was expecting to receive as a result of this Contract. For example, Oracle has contacted the customers of both J.D. Edwards and PeopleSoft in an effort to have them stop buying product from these companies while Oracle’s offer is pending. Oracle has also announced that it would stop selling any further product from PeopleSoft if its offer is successful, in an attempt to further harm PeopleSoft, thereby reducing its value following the merger. J.D. Edwards has already suffered harm caused directly by Oracle’s tortious conduct in interfering with prospective relations between J.D. Edwards and its current and prospective customer base.

6.    Oracle has undertaken this scheme by means of improper and unlawful conduct, in the pursuit of its anticompetitive goals. In the process, Oracle is destroying the unique rights and benefits that J.D. Edwards is entitled to under its written, binding Contract with PeopleSoft, and

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will harm J.D. Edwards’ prospective business relations even further.

7.    J.D. Edwards is therefore seeking in excess of $1.7 billion in compensatory damages attributable to Oracle’s unlawful conduct.

8.    J.D. Edwards also seeks punitive damages in an amount sufficient to punish Oracle for its wrongdoing, and to deter Oracle from committing similar tortious acts in the future.

JURISDICTION AND VENUE

9.    This Court has personal jurisdiction over the Defendants because (a) they did business in the State of Colorado at times material to this action; (b) they purposefully availed themselves of the rights and privileges of the State of Colorado at times material to this action; and/or (c) they committed the tortious or other wrongful acts and omissions described below, with resulting injury, damages, loss or other consequences in the State of Colorado. To the extent any defendant is not a resident of the State of Colorado, this Court has “long-arm” jurisdiction pursuant to Colo. Rev. Stat. §13-21-124.

10.    This Court has subject matter jurisdiction over this matter and the controversies described herein.

11.    Venue is proper in Denver County pursuant to Colorado Rules of Civil Procedure 98 because (a) the Defendants maintain an office at 6501 East Belleview Avenue in the County of Denver; and/or (b) some of the tortious or wrongful conduct described elsewhere in this Complaint occurred in and/or had consequences and caused injury, damages or losses in Denver County.

THE PARTIES

12.    Plaintiff J.D. Edwards is a Delaware corporation which develops and markets collaborative enterprise software and provides consulting, education and support services. J.D. Edwards has its world headquarters located at One Technology Way, Denver, Colorado 80237. Its common stock trades on the Nasdaq.

13.    Defendant Oracle is a Delaware corporation with its principle executive offices located in Redwood City, California. Oracle makes and sells enterprise software for applications and database technology. Its common stock trades on the Nasdaq.

14.    Defendant Pepper Acquisition Corp. is a Delaware corporation and is a wholly owned subsidiary of Oracle, formed for the sole purpose of making a tender offer for the Common Stock of PeopleSoft.

15.    PeopleSoft is a Delaware corporation with its worldwide headquarters located in Pleasanton, California. PeopleSoft is a leading provider of enterprise application software for

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use throughout large- and medium-sized organizations worldwide. Its common stock trades on the Nasdaq.

16.    Does 1 through 50 participated in or caused the tortious conduct identified in this Complaint.

THE FACTS

The Enterprise Software Industry

17.    Today, the market for business software applications commands about $20 billion in revenues worldwide. An enormous variety and number of companies and other organizations use enterprise software applications to run their infrastructures and external relationships with greater efficiency.

18.    Founded in March 1977, J.D. Edwards creates enterprise application software that focuses primarily on the middle market customer base, i.e., mid-sized companies. J.D. Edwards develops software in 21 languages that is used by approximately 6,600 mid-market and large customers in more than 110 countries. In addition, J.D. Edwards is a strategic business partner to such companies as IBM, with a leading market position in its applications for IBM’s AS/400/iSeries platform.

19.    J.D. Edwards’ software applications help customers integrate various aspects of their businesses, including managing relationships with suppliers, employees and customers as well as processing transactions and analyzing internal business information. J.D. Edwards’ enterprise solutions also provide customers with complete and simultaneous access to business data, including by geographically-dispersed users. J.D. Edwards is the mid-market leader for applications in manufacturing and distribution, construction, real estate and asset-intensive industries.

20.    PeopleSoft also competes in the enterprise application software industry, where it mainly focuses on large-enterprise customers. PeopleSoft is especially recognized as the market leader in enterprise applications for the services industries, including financial services, communications, healthcare, education and government. PeopleSoft is also a strategic business partner to IBM.

PeopleSoft and J.D. Edwards Negotiate A Contract Pursuant to Which PeopleSoft and J.D. Edwards Will Merge

21.    Representatives of senior management from PeopleSoft and J.D. Edwards have been meeting and discussing a potential strategic transaction between the two companies for several years. They met and talked a number of times, holding some of their meetings in Colorado and others in California.

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22.    By fall 2002, the J.D. Edwards/PeopleSoft discussions stepped up in momentum, as the companies and their legal and financial advisors met more frequently to further their negotiations. The companies executed confidentiality agreements; they also exchanged preliminary information during February 2003. During this period, the companies’ respective boards of directors were periodically updated on the status of negotiations, authorizing them to continue.

23.    By May 16, 2003, the companies had a draft contract. Further discussions followed, as did revised drafts reflecting the parties’ continued negotiations. The boards of each company held several meetings, respectively, to review and authorize the ongoing progress of the negotiations.

24.    On or about May 31, 2003, the PeopleSoft board of directors reviewed the proposed contract to merge with J.D. Edwards, together with the fairness opinion offered by PeopleSoft’s financial advisors, and voted unanimously to approve the Contract.

25.    On June 1, 2003, the J.D. Edwards board met, reviewed the proposed transaction with its legal and financial advisors, received a fairness opinion from its financial advisor, and determined that the merger with PeopleSoft would be in the best interests of the J.D. Edwards stockholders. The J.D. Edwards board then voted unanimously to approve the Contract. PeopleSoft and J.D. Edwards thereafter executed and publicly released their Contract.

26.    The definitive Merger Agreement provides that J.D. Edwards will become a wholly owned subsidiary of PeopleSoft, with J.D. Edwards’ stockholders receiving 0.86 shares of PeopleSoft stock in exchange for each J.D. Edwards common share. Former J.D. Edwards stockholders will own approximately 25% of the combined company’s capital stock. According to PeopleSoft’s stock price as of May 30, 2003 (the day before the merger’s announcement), the merger has a value of $1.7 billion.

27.    Pending regulatory approval, the merger is expected to close in the late third or early fourth calendar quarter of 2003.

28.    On the early morning of June 2, 2003, the companies made a joint public announcement of their plans to merge. J.D. Edwards also filed the definitive Contract to merge with the SEC on a Form 8-K for full public disclosure. A copy of the Contract is attached at Exhibit A hereto, and incorporated by reference.

Benefits of the J.D. Edwards/PeopleSoft Merger

29.    After their extensive discussions and negotiations, both J.D. Edwards and PeopleSoft senior management concluded that combining the two companies will produce significant and desirable benefits. Indeed, all of the companies’ respective constituencies, including their customers, shareholders, business partners and employees, will benefit considerably from the

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combination.

30.    As a general matter, the two companies are a very good fit for each other. They are known to have very similar working cultures and core values, placing their customer relationships at the center of their universes. J.D. Edwards’ leadership in the mid- market complements PeopleSoft’s strong position in the large enterprise space. The new company will also combine PeopleSoft’s strength in the services industries (including financial services, communications, healthcare, education and government) with J.D. Edwards’ strength in manufacturing and distribution, construction, real estate and asset-intensive industries.

31.    PeopleSoft, J.D. Edwards and their advisors also concluded that the merger will result in approximately $80 million in cost savings. The transaction is expected to be accretive to PeopleSoft’s earnings on an adjusted basis for its 2004 fiscal year.

32.    Merging J.D. Edwards with PeopleSoft will give the new entity a unique and global position of scale, bringing together over 11,000 combined customers in 150 countries and more than 13,000 employees, with some $2.9 billion in annual revenue. The new company will be better able to invest to meet the needs of its customers with more research and development funds, more products and more industry coverage. The result will be customers with stronger products on more hardware, operating systems, databases and web servers than any other software company has ever had. The merger is based on a solid business rationale that extends enhanced choices to customers, old and new. Indeed, customers and business partners alike will have an unprecedented ease of access to the broadest range of enterprise software products.

33.    In sum, the two companies recognized that a combination of J.D. Edwards and PeopleSoft will prove the new math theorem that one plus one can equal something greater than two. Both parties to the Contract have expressed profound enthusiasm and commitment to their planned combination.

Oracle’s Effort to Break-Up the J.D. Edwards/PeopleSoft Contract

34.    On June 6, 2003, just four days after J.D. Edwards and PeopleSoft announced their Contract to merge, Oracle’s Chairman and CEO Larry Ellison announced his effort to break up that Contract. Using a plan that he would describe as a “war game” which was deliberately “pre-scripted” to disrupt and destroy any chance of PeopleSoft and J.D. Edwards consummating their Contract, Ellison announced an offer to acquire PeopleSoft for $16.00 per share in cash. The offer price was explicitly timed and planned to prevent J.D. Edwards from consummating its Contract with PeopleSoft.

35.    Further, Ellison and Oracle made clear that they had no intention of honoring the PeopleSoft/J.D. Edwards Contract even if they acquired PeopleSoft. Thus in a press conference held on the day Oracle announced its offer, Ellison condemned the PeopleSoft/J.D. Edwards Contract as providing a “very risky merger” between PeopleSoft and J.D. Edwards with only “minimum savings.” Oracle has maintained this position and repeated these disparaging

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statements since the commencement of its offer. For example, Oracle filed its formal documents to initiate its offer on June 9, 2003. In these documents, Oracle claims that even if it were to acquire PeopleSoft, and thus assume PeopleSoft’s obligations under the PeopleSoft/J.D. Edwards Contract, Oracle will not comply with PeopleSoft’s obligations under that Contract. Instead, Oracle claims that it will simply “reevaluate” the terms of the Contract, despite the binding nature of the Contract.

The Illicit Purpose and Effect of Oracle’s Offer

36.    In light of the timing and other suspicious circumstances surrounding Oracle’s offer, the real purpose of Oracle’s unscrupulous and illegal behavior is apparent: to interfere with J.D. Edwards’ Contract with PeopleSoft, and to injure the businesses and important customer relationships of PeopleSoft and J.D. Edwards.

37.    Interfering and destroying the J.D. Edwards/PeopleSoft Contract is an obvious and direct purpose of Oracle’s offer. In its initial press release announcing the offer, Oracle made several statements for the specific purpose of disparaging and interfering with J.D. Edwards Contract with PeopleSoft.

38.    For example, in the June 6 conference call, Larry Ellison and Oracle’s Chief Financial Officer, Jeffrey Henley, repeatedly described the J.D. Edwards/PeopleSoft Contract and merger as “very risky” as opposed to Oracle’s “much safer” alternative. Oracle’s purpose in making such disparaging statements is plain: to interfere and disrupt the Contract between J.D. Edwards and PeopleSoft, as well as to injure each company so that even if the Contract is consummated the two companies will be weaker than anticipated.

39.    In fact, industry and financial experts, as well as other business executives in the enterprise applications field, have stated that Oracle’s wrongful behavior could cause significant injury to both J.D. Edwards and PeopleSoft. They have also recognized that a primary goal of Ellison and Oracle is to harm the two companies and interfere in their Contract to merge.

40.    According to his own admissions, Ellison and his executive team deliberately hatched this sabotage plan in the event J.D. Edwards and PeopleSoft were to form a business combination. Ellison was quoted in the Wall Street Journal on June 9, 2003 as saying that Oracle had “‘this war game in a box. This has all been pre-scripted. … If [PeopleSoft] launched on J.D. Edwards, we were going to launch on [PeopleSoft].’”

41.    The CEO of PeopleSoft, Craig Conway – who previously worked for Ellison at Oracle – has described Oracle’s anticompetitive conduct in making its tender offer as “atrociously bad behavior from a company with a history of atrociously bad behavior.”

42.    Indeed, Oracle really seeks to accomplish two anticompetitive goals with its offer: (1) prevent its two closest competitors from combining to become greater than Oracle; and (2)

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eliminate its most immediate competitor, PeopleSoft, from the marketplace altogether.

J.D. Edwards Has Been Harmed By Oracle’s Wrongful Conduct

43.    J.D. Edwards is seriously harmed by Oracle’s wrongful efforts to disrupt and interfere with the definitive Contract to merge between J.D. Edwards and PeopleSoft. Oracle’s June 6 press release admits to knowing that J.D. Edwards and PeopleSoft have entered into the Contract; Oracle itself had access to the Contract when J.D. Edwards filed it publicly with the SEC on June 2. At the same time, Oracle has expressly disclaimed any commitment to adhere to the terms of the Contract in the event it is successful in acquiring PeopleSoft.

44.    In addition, Oracle has acted in affirmative ways that it knows would cause PeopleSoft to breach its Contract with J.D. Edwards. For example, Oracle’s offer requires that the PeopleSoft board of directors terminate or redeem PeopleSoft’s shareholder rights plan so as to facilitate Oracle’s plan. Oracle also requests that PeopleSoft agree to negotiate and enter into an acquisition agreement with Oracle. If PeopleSoft were to comply with those demands, it would be in breach of its express representations under the Contract, including, inter alia:

a) that there will be no material transactions or changes in its usual course of business prior to closing the merger with J.D. Edwards (see PeopleSoft/J.D. Edwards Contract § 3.13);

b) that there will be no “Material Adverse Effect” on PeopleSoft or its ability to perform its obligations under the Contract (see id. § 3.13 and 7.8(o));

c) that it will not take any action resulting in a failure to maintain its stock trading on the Nasdaq (see id. § 4.1(b)(iii));

d) that it will not take any action with the intent to adversely impact the J.D. Edwards/PeopleSoft merger transaction contemplated by the Contract (see id. § 4.1(b)(vi));

e) that it will not withdraw, modify or qualify its recommendation to stockholders to vote in favor of the J.D. Edwards Contract (see id.);

f) that it will use commercially reasonable efforts to cause the stock it issues in connection with the J.D. Edwards merger to be approved for listing on the Nasdaq (see id. § 4.5); and

g) that it will consult with and mutually agree upon any press releases or public announcements relating to the J.D. Edwards transaction (see id. § 4.8).

45.    Oracle’s action in making its illusory and improper offer therefore poses a direct interference in the performance of the PeopleSoft/J.D. Edwards Contract.

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46.    The harm to J.D. Edwards’ and PeopleSoft’s interests caused by Oracle’s illegal behavior has manifested itself in other ways as well. J.D. Edwards has learned, for example, that Oracle sales representatives have sought to interfere with the existing and future relationships between J.D. Edwards and its current and future customers, as well as between PeopleSoft and its current and future customers.

47.    Moreover, as early as June 6, 2003, industry analysts, such as Gartner Research, began advising prospective customers of J.D. Edwards and PeopleSoft to delay making any product purchase or implementation commitments due to the uncertainty raised by Oracle’s hostile offer. Days later, on June 10, Gartner came out again with a publication warning that, if Oracle succeeds in derailing the J.D. Edwards/PeopleSoft Contract, “J.D. Edwards’ customers couldn’t count on [J.D. Edwards] developing major new functions.”

48.    Oracle intended this action to occur, and is thus preventing prospective business relationships between customers and either J.D. Edwards or PeopleSoft, thereby injuring both companies to the detriment of J.D. Edwards. Delayed J.D. Edwards purchases and lost J.D. Edwards customers harm J.D. Edwards’ immediate business interests directly. Lost business and goodwill for PeopleSoft and its products harms J.D. Edwards’ interests as well: pursuant to their Contract to merge, any injury to PeopleSoft and its business necessarily implicates J.D. Edwards’ financial stability and business credibility as well.

49.    Still another harmful (and shocking) aspect of Oracle’s purported offer is its stated intent to stop selling PeopleSoft products to new customers, discontinue development of PeopleSoft products and migrate PeopleSoft users over to the Oracle systems. In other words, the Oracle offer would result in fewer choices for customers – in contrast to the J.D. Edwards/PeopleSoft model of combining so as to offer customers more choices. Hearing that the longevity of PeopleSoft’s enterprise software products is in jeopardy is causing untold fear and uncertainty among PeopleSoft’s current and potential customers. With its fate now contractually tied to PeopleSoft, J.D. Edwards is suffering the same harm.

FIRST CAUSE OF ACTION

INTENTIONAL INTERFERENCE WITH CONTRACT

50.    Plaintiff J.D. Edwards repeats and realleges paragraphs 1 through 49 as if fully stated herein.

51.    On or about June 1, 2003, J.D. Edwards and PeopleSoft entered into a valid written Contract to merge.

52.    Oracle knew of the existence and terms of the Contract between J.D. Edwards and PeopleSoft.

53.    Oracle is intentionally engaging in improper acts or conduct by which it intends to prevent and/or induce PeopleSoft from performing its obligations under its Contract with J.D.

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Edwards.

Oracle’s acts and conduct as alleged herein are motivated by its anticompetitive desires to harm or otherwise disable its competitors, J.D. Edwards and PeopleSoft, including by disrupting the J.D. Edwards/PeopleSoft Contract. Oracle’s improper and intentional acts of interfering with the Contract between J.D. Edwards and PeopleSoft have caused and will continue to cause, as a direct and proximate result, irreparable damage to J.D. Edwards, its business interests and its shareholder value.

SECOND CAUSE OF ACTION

INTENTIONAL INTERFERENCE WITH

PROSPECTIVE BUSINESS RELATIONS OF J.D. EDWARDS

54.    Plaintiff J.D. Edwards repeats and realleges paragraphs 1 through 53 as if fully stated herein.

55.    Prior to Oracle’s hostile tender offer to acquire J.D. Edwards’ merger partner, PeopleSoft, J.D. Edwards had identified numerous prospective customers for both new and upgrade purchases of J.D. Edwards’ enterprise software application products and services.

56.    Prior to Oracle’s hostile tender offer, it was reasonably probable that J.D. Edwards’ prospective customers would have entered into business transactions with J.D. Edwards, providing for future economic benefits to accrue to J.D. Edwards.

57.    Oracle knew of the existence of such potential customers of J.D. Edwards.

58.    Oracle is intentionally engaging in improper acts or conduct by which it intends to prevent or induce, and which has prevented or induced, J.D. Edwards’ potential customers from entering into or continuing their prospective business relations with J.D. Edwards.

59.    Oracle’s acts and conduct as alleged herein are motivated by its anticompetitive desires to harm or otherwise disable its competitors, J.D. Edwards and PeopleSoft, including by interfering with their prospective business relations.

60.    Oracle’s improper and intentional acts of interfering with the prospective business relations between J.D. Edwards and its potential customers have caused and will continue to cause, as a direct and proximate result, damage to J.D. Edwards, its business interests and its shareholder value.

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THIRD CAUSE OF ACTION

INTENTIONAL INTERFERENCE WITH

PROSPECTIVE BUSINESS RELATIONS OF PEOPLESOFT

60.    Plaintiff J.D. Edwards repeats and realleges paragraphs 1 through 60 as if fully stated herein.

61.    Prior to Oracle’s hostile tender offer, PeopleSoft had identified numerous prospective customers for both new and upgrade purchases of PeopleSoft enterprise software application products and services.

62.    Prior to Oracle’s hostile tender offer, it was reasonably probable that PeopleSoft’s prospective customers would have entered into business transactions with PeopleSoft, providing for future economic benefits to accrue to PeopleSoft. Such future economic benefits from prospective PeopleSoft customers were also reasonably probable to accrue to J.D. Edwards in as much as PeopleSoft and J.D. Edwards had entered into a binding Contract to merge.

63.    Oracle knew of the existence of such potential customers of PeopleSoft. Oracle also knew of the existence of the PeopleSoft/J.D. Edwards Contract to merge.

64.    Oracle is intentionally engaging in improper acts or conduct by which it intends to prevent or induce, and which has prevented or induced, PeopleSoft’s potential customers from entering into or continuing their prospective business relations with PeopleSoft.

65.    Oracle’s acts and conduct as alleged herein are motivated by its anticompetitive desires to harm or otherwise disable its competitors, J.D. Edwards and PeopleSoft, including by interfering with their prospective business relations.

66.    Oracle’s improper and intentional acts of interfering with the prospective business relations between PeopleSoft and its potential customers have caused and will continue to cause, as a direct and proximate result, damage to J.D. Edwards, its business interests and its shareholder value.

PRAYER FOR RELIEF

WHEREFORE, plaintiff J.D. Edwards demands judgment in its favor and against defendants Oracle and Pepper Acquisition Corp. as follows:

a. Declaring and decreeing that Oracle has acted unlawfully to interfere with the performance of the definitive Contract to merge between J.D. Edwards and PeopleSoft;

b. Declaring and decreeing that Oracle has acted unlawfully to interfere with the prospective business relations between J.D. Edwards and its customers

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and potential customers;

c. Declaring and decreeing that Oracle has acted unlawfully to interfere with the prospective business relations between PeopleSoft and its customers and potential customers;

d. Awarding J.D. Edwards compensatory damages an amount no less than $1.7 billion;

e. Awarding J.D. Edwards punitive damages in an amount sufficient to punish defendants, and sufficient to deter defendants from committing similar unlawful conduct in the future;

f. Awarding J.D. Edwards the costs and disbursements of this action, including reasonable attorneys’ fees and experts’ fees;

g. Granting such other and further relief as this Court may deem just and proper.

J.D. EDWARDS & COMPANY DEMANDS TRIAL BY A JURY OF ALL ISSUES

SO TRIABLE.

DATED this 12th day of June 2003.

Respectfully submitted

GODIN & BAITY, LLC

A duly signed original is on file at the offices of

Godin & Baity, LLC

OF COUNSEL:

WILSON SONSINI GOODRICH & ROSATI, P.C.

David J. Berger

Jared L. Kopel

650 Page Mill Road

Palo Alto, CA 94304-1050

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EX-99.(A)(5)(VIII)

Exhibit (a)(5)(viii)

JAMES A. DiBOISE, State Bar No. 083296

DAVID J. BERGER, State Bar No. 147645

JARED L. KOPEL, State Bar No. 126817

CYNTHIA A. DY, State Bar No. 172761

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304-1050

Telephone: (650) 493-9300

Facsimile: (650) 565-5100

Attorneys for Plaintiff

J. D. Edwards & Company

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN MATEO

J.D. EDWARDS & COMPANY Plaintiff, v. ORACLE CORPORATION, PEPPER ACQUISITION CORPORATION, LAWRENCE J. ELLISON, CHARLES PHILLIPS and DOES 1-100, Defendants. CASE NO.: COMPLAINT FOR VIOLATION OF BUSINESS AND PROFESSIONS CODE § 17200 et seq.; INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE; NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE JURY TRIAL DEMANDED

Plaintiff J.D. Edwards & Company (“J.D. Edwards”), alleges the following complaint against Defendants Oracle Corporation and Pepper Acquisition Corporation (collectively “Oracle”), Lawrence J. Ellison, Charles Phillips and DOES 1-100 on personal knowledge with respect to J.D. Edwards’ own activities and on information and belief with respect to other matters alleged:

I.    INTRODUCTION

l.    J.D. Edwards brings this action to address the unfair and unlawful activities of its competitor, Oracle, and certain individuals acting for their own benefit and the benefit of Oracle. Oracle has deliberately harmed J.D. Edwards by interfering with J.D. Edwards’ business

relationships, creating massive confusion in the software applications market and wrongfully calling into question J.D. Edwards’ future in the industry. In attempting to implement their plan to destroy J.D. Edwards and the market for its products, Defendants improperly gained access to and received information from J.D. Edwards’ executives and exploited such information for the benefit of Oracle and to the detriment of J.D. Edwards. Defendants’ actions undermine fair competition and should be immediately halted.

2.    J.D. Edwards develops and markets collaborative enterprise software for businesses and provides consulting, education and support services. On June 2, 2003, J.D. Edwards announced that it had entered into a definitive merger agreement with PeopleSoft, Inc. (“People Soft”), a company that also designs, markets and supports enterprise application software products for businesses. The definitive merger agreement (“Merger Agreement”) provided for PeopleSoft to acquire J.D. Edwards in a stock-for-stock transaction. This merger was widely viewed in the industry as advantageous to both companies and would result in the world’s second-largest enterprise applications software company. The combined company intended to continue to develop and sell both companies’ product lines.

3.    Oracle is the largest maker of database software, but has not been as successful in the kind of business application software designed and marketed by J.D. Edwards and PeopleSoft. To compensate for this weakness, Oracle and Larry Ellison, its chairman and chief executive officer, designed a strategy to interfere with and destroy the business activities and competitiveness of companies in the business applications market. One aspect of this strategy, by Mr. Ellison’s own admission, was to interfere with and undermine any merger between J.D. Edwards and PeopleSoft.

4.    When J.D. Edwards and PeopleSoft announced their merger agreement on June 2, 2003, Oracle and Ellison immediately implemented their pre-existing plan to destroy any such merger and undermine the ability of both companies to conduct their operations. On June 6, 2003, Oracle announced its intention to commence a Tender Offer to purchase all outstanding shares of PeopleSoft at $16.00 per share in cash. Oracle’s offer is simply part of a larger effort

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to destroy the merger between J.D. Edwards and PeopleSoft and create uncertainty and confusion among the customers of both J.D. Edwards and PeopleSoft.

5.    The public statements of Oracle and Mr. Ellison starkly reveal this malevolent intent. Oracle has stated that if successful in its takeover bid, it would stop selling PeopleSoft’s existing programs and halt development of any additions to its product line. Oracle also cast serious doubt about the completion of the J.D. Edwards/PeopleSoft merger in the event that its takeover bid was successful, stating that it would “reevaluate” the transaction after completion of the Tender Offer. Such statements are designed to create uncertainty in the minds of J.D. Edwards’ customers concerning the future of the proposed merger with PeopleSoft and whether the existing products of J.D. Edwards and PeopleSoft will continue to be available.

6.    Oracle and Mr. Ellison openly have boasted that Oracle’s unsolicited and hostile bid for PeopleSoft was specifically intended to sabotage and prevent the merger agreement between J.D. Edwards and PeopleSoft. The June 9, 2003 edition of The Wall Street Journal quoted Mr. Ellison as stating: “This has all been pre-scripted . . . If they [PeopleSoft] launched on J.D. Edwards, we were going to launch on them.” Mr. Ellison has further attempted to undermine the J.D. Edwards/PeopleSoft merger by encouraging PeopleSoft’s shareholders to vote against the merger, falsely characterizing the merger as “very risky” and providing only “minimum savings.”

7.    Oracle has also sought to interfere directly with J.D. Edwards’ existing customer relationships. Since launching the Tender Offer, Oracle has contacted J.D. Edwards’ customers and urged them to delay ordering and implementing J.D. Edwards’ products in light of the uncertainty presented by Oracle’s Tender Offer for PeopleSoft.

8.    The efforts of Oracle and Mr. Ellison to subvert the merger between J.D. Edwards and PeopleSoft were assisted by the deception and subterfuge of Charles Phillips, who had been employed as a software industry analyst with Morgan Stanley & Co. Incorporated (“Morgan Stanley”), the investment bank representing J.D. Edwards in connection with its merger with PeopleSoft. Mr. Phillips became Oracle’s executive vice president and a principal advisor to Mr. Ellison less than one month ago, and has taken significant responsibility for Oracle’s Tender

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Offer. While employed at Morgan Stanley, Mr. Phillips used his position as an analyst to gain access to J.D. Edwards’ executives and discussed with them their business strategies, opinions and industry outlook. In clear violation of accepted ethical standards, Mr. Phillips deliberately failed to disclose to J.D. Edwards that he was planning to shortly join Oracle and assist Mr. Ellison in attempting to devastate J.D. Edwards through underhanded and illegal methods. After joining Oracle, Mr. Phillips then used the information and insights about J.D. Edwards that he gained through his position at Morgan Stanley to assist Oracle and Mr. Ellison in implementing its plan to disrupt and harm J.D. Edwards’ business. Mr. Ellison knowingly utilized Mr. Phillips to conduct what amounted to industrial espionage in order to obtain information about J.D. Edwards that would subsequently be used by Oracle to illegally harm J.D. Edwards’ business operations.

9.    By this action, J.D. Edwards seeks an injunction to stop Oracle’s illegal and unethical behavior, as well as compensation for these wrongs.

II.    THE PARTIES AND VENUE

10.    Plaintiff J.D. Edwards is a corporation in good standing incorporated under the laws of Delaware with its principal place of business in Denver, Colorado. J.D. Edwards is qualified and duly authorized to do business in the State of California. Founded in 1977, J.D. Edwards develops enterprise software in 21 languages that is used by approximately 6,700 midmarket and large customers in more than 110 countries. J.D. Edwards’ software applications are designed to improve an organization’s internal operations and provide the infrastructure for collaborative commerce. J.D. Edwards’ success is dependent upon its ability to attract and retain its customer base. J.D. Edwards has approximately 5,000 employees worldwide and had fiscal 2002 revenues of $904 million. Its common stock is traded on the NASDAQ National Market System, under the symbol JDEC.

11.    Defendant Oracle Corporation is a Delaware corporation with its principal place of business at 500 Oracle Parkway, Redwood City, in San Mateo County, California. Founded in 1977, Oracle is the world’s largest maker of database software, which can store substantial quantities of information. Oracle also competes in the enterprise application software market,

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and is a direct competitor of J.D. Edwards and PeopleSoft in that market. Unlike its success in the database market, Oracle has not been as successful in the enterprise application software market. Rather than compete in the enterprise application software market by legitimate means, Oracle and Mr. Ellison, with the assistance of Mr. Phillips, designed and implemented a plan to unfairly and illegally harm the business operations of J.D. Edwards and PeopleSoft.

12.    Defendant Pepper Acquisition Corporation is a Delaware corporation and a wholly owned subsidiary of Oracle Corporation, with its principal place of business at 500 Oracle Parkway, Redwood City, in San Mateo County, California. Pepper Acquisition Corporation was formed by Oracle for the purpose of making the Tender Offer for all of the common stock of PeopleSoft.

13.    Defendant Lawrence J. Ellison is an individual residing in California, whose place of employment is in San Mateo County, California. Mr. Ellison is Defendant Oracle’s Chief Executive Officer and Chairman of the Board of Directors, and in doing the acts alleged herein, was acting in his capacity as an individual and/or as an officer and director of Oracle.

14.    Defendant Charles Phillips is an individual residing in California, whose place of employment is in San Mateo County, California. Phillips is an Executive Vice President for Defendant Oracle, and in doing the acts alleged herein, was acting in his capacity as an individual and/or as an officer of Oracle. Before joining Oracle in May 2003, Phillips was employed as a software industry analyst by Morgan Stanley.

15.    Does 1-100 are individuals, partnerships, corporations or other entities, the true names of which are not known to J.D. Edwards at this time. J.D. Edwards therefore sues all those Defendants by fictitious names. Leave of Court will be sought to insert the true names when they are ascertained. These fictitiously-named Defendants are responsible in some manner for the occurrences herein alleged.

16.    Venue is proper in this Court because Defendant Oracle’s principal place of business is in San Mateo County, California and a substantial part of the actions or omissions of which J.D. Edwards complains were committed and caused injury in San Mateo County,

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California. The amount in controversy exceeds the minimum for unlimited civil jurisdiction of this Court.

III.    GENERAL ALLEGATIONS

A.    The Merger Agreement Between J.D. Edwards and PeopleSoft

17.    Founded in 1987, PeopleSoft, with headquarters in Pleasanton, California, is, like J.D. Edwards, a leading provider of enterprise application software products for large organizations. PeopleSoft has approximately 8,000 employees worldwide and fiscal 2002 revenues of $1.95 billion. PeopleSoft’s common stock is traded on the NASDAQ National Market under the symbol PSFT.

18.    In October 2002, J.D. Edwards began discussions with PeopleSoft concerning a possible business combination. In December 2002, J.D. Edwards retained Morgan Stanley as its financial advisor in connection with a potential transaction with PeopleSoft. As J.D. Edwards is the market leader with respect to mid-size clients and PeopleSoft’s strength is with large enterprise clients, the companies believed a merger would allow the combined company to capitalize on the unique strengths of both companies and successfully serve the entire enterprise software market. A merger between J.D. Edwards and PeopleSoft would create the world’s second-largest enterprise applications software company, and the companies believed that they could successfully integrate the companies because they had complimentary product lines and shared similar corporate cultures and values. The merger would also provide significant cost savings due to common infrastructure and consolidation of research and development expenses.

19.    During May 2003, the merger discussions between J.D. Edwards and PeopleSoft became more intense and the companies reached agreement on the basic structure of a transaction. J.D. Edwards and PeopleSoft began negotiating an extensive “Agreement and Plan of Merger” which detailed the terms and conditions of the proposed merger. Morgan Stanley was engaged by J.D. Edwards to provide a “fairness opinion” to the J. D. Edwards Board of Directors. Morgan Stanley submitted a fairness opinion stating that the exchange ratio for the merger was fair, from a financial point of view, to the shareholders of J.D. Edwards.

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20.    The Agreement and Plan of Merger was unanimously approved by the boards of directors of J.D. Edwards and PeopleSoft and was executed on June l, 2003. On June 2, 2003, J.D. Edwards and PeopleSoft publicly announced their plans to merge. Under the terms of the Merger Agreement, J.D. Edwards’ stockholders would receive 0.860 PeopleSoft common shares for each outstanding J.D. Edwards common share. The Merger Agreement further provided that J.D. Edwards would become a wholly owned subsidiary of PeopleSoft, with J.D. Edwards’ stockholders owning approximately 25 percent of the outstanding capital stock of the combined company. The Merger Agreement conditioned consummation of the transaction upon approval by the shareholders of both companies.

21.    Financial analysts, customers and other industry experts reacted positively to the news of the J.D. Edwards/PeopleSoft merger. Analysts noted that both companies were in sound financial health, had complimentary products which were well positioned in their respective markets, and that the merger would likely obtain an estimated $80 million in operational savings.

B. Defendants’ Wrongful Conduct and Unfair Business Practices

22.    Within minutes of the public announcement of the J.D. Edwards/PeopleSoft merger, Oracle began taking action to implement its preconceived plan to interfere with any such merger and the business operations of PeopleSoft and J.D. Edwards. Mr. Ellison has acknowledged to The Wall Street Journal that he had drawn up scenarios about possible industry mergers — including PeopleSoft acquiring J.D. Edwards — “and how Oracle could exploit or thwart them.”

23.    Mr. Ellison was quoted in the June 9, 2003 edition of The Wall Street Journal as stating that after the merger between J.D. Edwards and PeopleSoft was publicly announced, Oracle Executive Vice President Safra Katz sent Mr. Ellison an email stating “Now would be the time to launch on PSFT,” referring to PeopleSoft’s stock symbol. Mr. Ellison wrote in return, “Just what I was thinking.”

24.    Mr. Ellison then directed his Oracle staff to work around the clock to prepare a Tender Offer for PeopleSoft’s stock. Mr. Ellison told The Wall Street Journal that “We’ve got

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this war game in a box. This has all been pre-scripted. . . . If they [PeopleSoft] launched on J.D. Edwards, we were going to launch on them.”

25.    On June 6, 2003, Oracle announced its intention to file a Tender Offer to purchase all outstanding shares of PeopleSoft for $16 per share in cash (the “Tender Offer”). Oracle formally launched its cash Tender Offer on June 9, 2003. In its Tender Offer Statement filed with the Securities and Exchange Commission (“SEC”), Oracle stated that its offer to purchase all outstanding shares of PeopleSoft for $16.00 per share would remain open until midnight on Monday, July 7, 2003. In the Tender Offer Statement, Oracle acknowledged that it did not intend to consummate the merger with J.D. Edwards pursuant to the executed Merger Agreement, stating: “We have no current plans with respect to the J.D. Edwards Merger or any agreement or arrangement entered into in connection with the J.D. Edwards Merger. We will reevaluate the terms of the J.D. Edwards Merger after we complete the Offer. The Offer is not contingent upon the completion of the J.D. Edwards Merger.” While Oracle made clear that it did not intend to honor the Merger Agreement executed between J.D. Edwards and PeopleSoft, Oracle did condition its Tender Offer upon there being no amendment to the Merger Agreement. Oracle’s condition sought to prevent J.D. Edwards and PeopleSoft from restructuring the proposed merger.

26.    Oracle’s Tender Offer is not a genuine attempt to legitimately acquire PeopleSoft, but rather, an attempt to interfere with the proposed J.D. Edwards/PeopleSoft merger and with J.D. Edwards’ business, a view widely confirmed by industry analysts. Further, Mr. Ellison has directly attempted to undermine the J.D. Edwards/PeopleSoft merger by encouraging PeopleSoft’s shareholders to vote against the merger, wrongfully characterizing the merger as “very risky” and with “minimum savings.”

27.    Oracle’s true intent with respect to the Tender Offer is further indicated by Oracle’s interference with J.D. Edwards’ customers. Oracle has stated that after completing the Tender Offer, it intends to stop selling PeopleSoft’s existing products and halt development of any additions to PeopleSoft’s product line. This announcement was designed to create and has created widespread fear and uncertainty in the market — causing customers of J.D. Edwards and

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PeopleSoft to back out of existing contracts and refrain from purchasing. Indeed, Gartner Research explicitly advised: “If you’re considering a purchase of J.D. Edwards or PeopleSoft products or are in the early stages of deployment, don’t sign a deal until it becomes clear whether Oracle’s plans to acquire PeopleSoft are serious.” Oracle has also interfered with J.D. Edwards’ customers by directly contacting them and urging them to delay ordering and implementing J.D. Edwards’ products until the Tender Offer is resolved. Indeed, on June 11, 2003, Pacific Crest analysts noted that they were “amazed at how many customers are putting their plans for purchasing J.D. Edwards’ products on hold until the merger activity between Oracle, PeopleSoft and J.D. Edwards is resolved.”

28.    Oracle’s proposed acquisition of PeopleSoft also raises serious antitrust concerns and almost certainly will be carefully reviewed by antitrust regulators, causing a delay in the consummation of any acquisition. Oracle, Mr. Ellison, and Mr. Phillips anticipate and welcome such a delay, because it would prolong the uncertainty among the customers of J.D. Edwards and PeopleSoft concerning the future of the J.D. Edwards/PeopleSoft merger and the future availability of existing products.

29.    In engaging in the wrongful conduct described above, Oracle and Mr. Ellison have been assisted by Mr. Phillips. Mr. Phillips was employed as a software analyst by Morgan Stanley until shortly before execution of the Merger Agreement. In his capacity as an analyst, Mr. Phillips sought and gained access to executives from J.D. Edwards and interviewed them extensively concerning their business plans, opinions, strategies and industry outlook. Mr. Phillips then used the information and insights that he gained through his position at Morgan Stanley to assist Oracle in implementing its plan to disrupt and harm J.D. Edwards’ business. While an analyst at Morgan Stanley, Mr. Phillips did not disclose to J.D. Edwards that he was planning to join Oracle – a competitor of J.D. Edwards – and assist Oracle and Mr. Ellison in plans to sabotage any merger between J.D. Edwards and PeopleSoft and undermine J.D. Edwards’ business.

30.    On May 16, 2003, after 17 years as a software industry analyst, Mr. Phillips unexpectedly joined Oracle as an Executive Vice President in the office of the Chief Executive

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Officer, reporting directly to Mr. Ellison. Oracle stated that Mr. Phillips would work on business strategy and development, and serve on Oracle’s Executive Management Committee. Such a move is highly unusual for an industry analyst, as distance is typically encouraged between the analysts and the companies they cover, and such moves give rise to conflicts of interest. Mr. Phillips has now assumed a lead role on behalf of Oracle in the Tender Offer for PeopleSoft stock.

31.    Mr. Phillips deliberately deceived and misled J.D. Edwards concerning the true purpose and intent of his discussions with J.D. Edwards’ executives, and in particular did not disclose to J.D. Edwards that he planned to use the information and insights acquired from his discussions with J.D. Edwards’ executives in order to assist Oracle — a competitor — in illegal efforts to harm J.D. Edwards’ business. Had J.D. Edwards any idea that Mr. Phillips intended to work for Oracle, it would have never allowed Mr. Phillips to interview any of its executives, particularly its president and chief executive officer. Mr. Phillips’ conduct violated accepted ethical standards in the securities industry. Further, Mr. Ellison knowingly utilized Mr. Phillips as a means to engage in espionage against J. D. Edwards by having Mr. Phillips seek to acquire information from J.D. Edwards’ executives for use by Oracle in an illegal effort to undermine J.D. Edwards’ business.

32.    Defendants’ actions are anti-competitive and unfair. Defendants have deliberately interfered with J.D. Edwards’ business relations with the intention of harming J.D. Edwards.

FIRST CLAIM FOR RELIEF

Unfair Competition (Cal. Bus. & Prof. Code § 17200 et seq. )

(Against All Defendants)

33.    Plaintiff realleges and incorporates all preceding paragraphs as though fully set forth herein.

34.    The acts of Defendants complained of herein including, without limitation, interfering with J.D. Edwards’ customers, its proposed merger with PeopleSoft, and creating massive confusion in the industry with the intent to harm J.D. Edwards, constitute unfair competition, and also constitute unlawful, unfair, and fraudulent business acts or practices within the meaning of § 17200 et seq. of California Business and Professions Code. The acts of

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Defendants complained of herein significantly threaten or harm competition. Among other things, these acts were undertaken with the intention of harming competition, as well as harming J.D. Edwards competitive position in the industry.

35.    As a direct and proximate result of Defendants’ unfair competition and violations of California Business & Professions Code § 17200 et seq., Defendants have been unjustly enriched at Plaintiff’s expense in an amount not yet ascertained. J.D. Edwards, therefore, is entitled to obtain an accounting and restitution from Defendants in an amount to be determined at trial.

36.    Moreover, as a direct and proximate result of Defendants’ unfair competition and violations of California Business & Professions Code § 17200 et seq., J.D. Edwards has suffered and will continue to suffer irreparable harm, including but not limited to harm to its business reputation and goodwill, for which Plaintiff has no adequate remedy at law. Unless enjoined, the Tender Offer attempted by Defendants threatens to cause further irreparable harm to J.D. Edwards.

SECOND CLAIM FOR RELIEF

(Intentional Interference with Prospective Economic Advantage)

(Against All Defendants)

37.    J.D. Edwards realleges and incorporates all preceding paragraphs as though fully set forth herein.

38.    J.D. Edwards had a reasonable probability of future business opportunities and economic benefit in connection with both: (i) its relationships with its customers; and (ii) its relationship with PeopleSoft.

39.    Defendants had knowledge of such opportunities and intentionally interfered with such opportunities in violation of, among others, California Business & Professions Code § 17200. Defendants committed these tortious acts with deliberate and actual malice, ill-will, and oppression in conscious disregard of J.D. Edwards’ legal rights.

40.    Defendant’s actions have disrupted J.D. Edwards’ relationships and business opportunities with its customers and PeopleSoft.

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41.    As a direct and proximate result of Defendants’ conduct, J.D. Edwards has been injured by Defendants in an amount to be proven at trial.

THIRD CLAIM FOR RELIEF

(Negligent Interference with Prospective Economic Advantage)

(Against All Defendants)

42.    J.D. Edwards realleges and incorporates all preceding paragraphs as though fully set forth herein.

43.    J.D. Edwards had a reasonable probability of future business opportunities and economic benefit in connection with both: (i) its relationships with its customers; and (ii) its relationship with PeopleSoft.

44.    Defendants had knowledge of such opportunities and knew or should have known that if they did not act with due care, their actions would interfere with such opportunities and cause J.D. Edwards to lose the economic benefit of such relationships.

45.    Defendants have acted negligently and have disrupted J.D. Edwards’ relationships and business opportunities with its customers and PeopleSoft in violation of, among others, California Business & Professions Code § 17200.

46.    As a direct and proximate result of Defendants’ conduct, J.D. Edwards has been injured by Defendants in an amount to be proven at trial.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff requests entry of judgment in its favor and against Defendants as follows:

1.    For compensatory damages in an amount to be determined at trial;

2.    For restitution in an amount to be determined at trial;

3.    For a preliminary and permanent injunction that enjoins Defendants and their officers, agents, servants, employees, attorneys, and those persons and entities in active concert of participation with them from proceeding with the Tender Offer or taking or attempting to take any other steps to acquire control of PeopleSoft or J.D. Edwards, or otherwise interfering with the completion of the J.D. Edwards/PeopleSoft merger;

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4.    For exemplary damages in an amount to be determined at trial;

5.    For attorney’s fees incurred in this action;

6.    For prejudgment interest in an amount to be determined at trial;

7.    For costs incurred in this action; and

8.    For such other, further and different relief as may be just and proper.

Dated: June 12, 2003

WILSON SONSINI GOODRICH & ROSATI Professional Corporation
By:	/s/    David J. Berger
	David J. Berger Attorneys for Plaintiff J.D. Edwards & Company

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