SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 18

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**
$6,173,815,850	$499,462

* 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 $19.50 (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 0.00008090% of the transaction valuation.

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:	$89,647	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	June 18, 2003
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. 18 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on June 9, 2002, as amended, 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 $19.50 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, as amended (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 July 14, 2003, Parent and Purchaser announced that they have extended the Expiration Date of the Offer, as those terms are defined in the Offer to Purchase, to 12:00 Midnight, New York City time, Friday, August 15, 2003. As of July 11, 2003, 43,773,940 shares of PeopleSoft common stock have been tendered in and not withdrawn from the offer. The press release issued by Parent announcing the extension of the offer is attached hereto as Exhibit (a)(5)(xxxxii).

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.*
(a)(5)(ix)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(x)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xi)	Complaint filed in the Superior Court of the State of California, County of Alameda on June 13, 2003.*
(a)(5)(xii)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(xiii)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xiv)	Text of information on Parent’s website, posted June 16, 2003.*
(a)(5)(xv)	Text of press release issued by Parent, dated June 18, 2003.*
(a)(5)(xvi)	Complaint filed in the Court of Chancery of the State of Delaware, New Castle County, on June 18, 2003.*
(a)(5)(xvii)	Transcript of Conference Call held by Parent on June 18, 2003.*
(a)(5)(xviii)	Investor presentation by Parent, dated June 18, 2003.*
(a)(5)(xix)	Complaint filed in the United States District Court for the District of Connecticut on June 18, 2003.*
(a)(5)(xx)	Advertisement placed by Parent on June 19, 2003.*
(a)(5)(xxi)	Email statement to press issued by Parent, dated June 18, 2003.*
(a)(5)(xxii)	Text of press release issued by Parent, dated June 20, 2003.*
(a)(5)(xxiii)	Advertisement placed by Parent on June 23, 2003.*
(a)(5)(xxiv)	Text of press release issued by Parent, dated June 24, 2003.*
(a)(5)(xxv)	Advertisement placed by Parent on June 27, 2003.*
(a)(5)(xxvi)	Text of email message to Parent employees dated June 26, 2003.*
(a)(5)(xxvii)	Email statement to press issued by Parent, dated June 29, 2003.*
(a)(5)(xxviii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxix)	Text of information on Parent’s website, posted June 30, 2003.*

(a)(5)(xxx)	Letter to PeopleSoft customers, dated June 30, 2003.*
(a)(5)(xxxi)	Case study dated June 30, 2003.*
(a)(5)(xxxii)	Information regarding Parent customer support dated June 30, 2003.*
(a)(5)(xxxiii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxxiv)	Text of press release issued by Parent, dated July 1, 2003.*
(a)(5)(xxxv)	Text of press release issued by Parent, dated July 2, 2003.*
(a)(5)(xxxvi)	Text of press release issued by Parent, dated July 3, 2003.*
(a)(5)(xxxvii)	Amended text of information on Parent’s internal website, posted July 9, 2003.*
(a)(5)(xxxviii)	Text of material prepared for presentation to analysts, dated July 9, 2003.*
(a)(5)(xxxix)	Transcript of portion of webcast presentation to analysts pertaining to the tender offer, dated July 9, 2003.*
(a)(5)(xxxx)	Text of e-mail message to PeopleSoft User Group, dated July 10, 2003.*
(a)(5)(xxxxi)	Advertisement placed by Parent on July 11, 2003.*
(a)(5)(xxxxii)	Text of press release issued by Parent, dated July 14, 2003.
(a)(5)(xxxxiii)	Text of letter to partners, sent July 14, 2003.
(a)(5)(xxxxiv)	Questions and answers for PeopleSoft customers, dated July 14, 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:  July 14, 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.*
(a)(5)(ix)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(x)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xi)	Complaint filed in the Superior Court of the State of California, County of Alameda on June 13, 2003.*
(a)(5)(xii)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(xiii)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xiv)	Text of information on Parent’s website, posted June 16, 2003.*
(a)(5)(xv)	Text of press release issued by Parent, dated June 18, 2003.*
(a)(5)(xvi)	Complaint filed in the Court of Chancery of the State of Delaware, New Castle County, on June 18, 2003.*
(a)(5)(xvii)	Transcript of Conference Call held by Parent on June 18, 2003.*
(a)(5)(xviii)	Investor presentation by Parent, dated June 18, 2003.*
(a)(5)(xix)	Complaint filed in the United States District Court for the District of Connecticut on June 18, 2003.*
(a)(5)(xx)	Advertisement placed by Parent on June 19, 2003.*
(a)(5)(xxi)	Email statement to press issued by Parent, dated June 18, 2003.*
(a)(5)(xxii)	Text of press release issued by Parent, dated June 20, 2003.*
(a)(5)(xxiii)	Advertisement placed by Parent on June 23, 2003.*
(a)(5)(xxiv)	Text of press release issued by Parent, dated June 24, 2003.*
(a)(5)(xxv)	Advertisement placed by Parent on June 27, 2003.*
(a)(5)(xxvi)	Text of email message to Parent employees dated June 26, 2003.*
(a)(5)(xxvii)	Email statement to press issued by Parent, dated June 29, 2003.*
(a)(5)(xxviii)	Text of press release issued by Parent, dated June 30, 2003.*

Index No.
(a)(5)(xxix)	Text of information on Parent’s website, posted June 30, 2003.*
(a)(5)(xxx)	Letter to PeopleSoft customers, dated June 30, 2003.*
(a)(5)(xxxi)	Case study dated June 30, 2003.*
(a)(5)(xxxii)	Information regarding Parent customer support dated June 30, 2003.*
(a)(5)(xxxiii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxxiv)	Text of press release issued by Parent, dated July 1, 2003.*
(a)(5)(xxxv)	Text of press release issued by Parent, dated July 2, 2003.*
(a)(5)(xxxvi)	Text of press release issued by Parent, dated July 3, 2003.*
(a)(5)(xxxvii)	Amended text of information on Parent’s internal website, posted July 9, 2003.*
(a)(5)(xxxviii)	Text of material prepared for presentation to analysts, dated July 9, 2003.*
(a)(5)(xxxix)	Transcript of portion of webcast presentation to analysts pertaining to the tender offer, dated July 9, 2003.*
(a)(5)(xxxx)	Text of e-mail message to PeopleSoft User Group, dated July 10, 2003.*
(a)(5)(xxxxi)	Advertisement placed by Parent on July 11, 2003.*
(a)(5)(xxxxii)	Text of press release issued by Parent, dated July 14, 2003.
(a)(5)(xxxxiii)	Text of letter to partners, sent July 14, 2003.
(a)(5)(xxxxiv)	Questions and answers for PeopleSoft customers, dated July 14, 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.(A5)(XXXXII)

Exhibit (a)(5)(xxxxii)

For Immediate Release

Contact: Jennifer Glass Oracle Corp. (650) 633-6192 jennifer.glass@oracle.com

ORACLE REAFFIRMS COMMITMENT TO PEOPLESOFT BID

Extends Offer For $19.50 Through August 15, 2003

REDWOOD SHORES, Calif., July 14, 2003—

(http://www.oracle.com/tellmemore/?1858078) Oracle Corporation (NASDAQ: ORCL) announced today that it has extended its previously announced tender offer for all of the common stock of PeopleSoft, Inc. to midnight EDT on Friday, August 15, 2003.

“We are extending our offer for PeopleSoft and we remain fully committed to acquiring PeopleSoft, with or without J.D. Edwards,” said Jim Finn, Oracle spokesman.

The tender offer was previously set to expire at midnight EDT on Friday, July 18, 2003. As of the close of business on Friday, July 11, 2003, a total of 43,773,940 shares had been tendered in and not withdrawn from the offer.

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, as amended June 18, 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.(A5)(XXXXIII)

Exhibit (a)(5)(xxxxiii)

Dear Partner:

As part of Oracle’s customer outreach program associated with our offer for PeopleSoft, I have been contacting key partners and advisors for both companies to inform them of our intentions and to educate all parties affected by our offer. In addition, I would like to highlight some of the opportunities that I believe the combination of Oracle and PeopleSoft will provide for your organization.

Oracle is committed to supporting PeopleSoft customers over the long term (longer than PeopleSoft has committed to). We believe that doing so will build the value of both Oracle and PeopleSoft for our respective customers and shareholders. Likewise, we believe the benefits of this acquisition will extend to all Oracle partners by providing access to a larger customer base via a single, global relationship.

With your help, we think we can win in more industries, geographies and market segments. We think we’ve built a compelling choice of business applications for customers and partners – the Oracle E-business Suite – the only application suite built on industry standard technologies around a single, integrated data model.

We’ve made over 30 acquisitions and have a good track record for retaining and caring for customers and products. Our Rdb database acquisition from Digital Equipment is a good example. After nearly nine years, we continue to enhance and support the product and these customers are still running mission-critical applications. In fact our EVP of technology development, Chuck Rozwat, came to us as part of that acquisition.

The bottom line is that customers and partners can feel even more confident training their employees on Oracle applications and technologies since Internet standards will be around for many years to come. Moreover, our industry influence is growing.

More specifically:

As a Consulting Partner, we anticipate that you will derive three key benefits. First, we expect that you will be able to achieve greater operational efficiencies by combining your Oracle and PeopleSoft practices. Second, your organization will be able to deliver greater value to your customers at higher margins resulting in increased profitability. Finally, the combination of Oracle and PeopleSoft install bases is likely to offer you more opportunities to drive new revenue streams for implementation, integration and migration services, across both technology and applications. This is another opportunity for us to work together more closely as we continue our efforts to build effective partner relationships.

As a Software Partner, we anticipate that you will derive three key benefits. First, you can be assured your existing investment will be protected, because Oracle will continue to support PeopleSoft products for at least the next ten years. In addition to maintaining your existing revenue streams, Oracle will provide assistance and knowledge to help integrate your applications to extend the Oracle E-Business Suite. Finally, new market and channel business opportunities will become available by leveraging Oracle Outsourcing. This is another opportunity for us to work together more closely as we continue our efforts to build effective partner relationships.

Once our acquisition of PeopleSoft is finalized, Oracle is committed to working with you to make sure your customers are well supported and remain content. In the meantime, I have attached a copy of the letter that Oracle’s Chairman and Chief Executive Officer Larry Ellison recently sent to PeopleSoft customers outlining how we will support them going forward, together with some other informational materials.

Additional information is also available on www.oracle.com/peoplesoft. At the same time, if you have any specific customer needs or have additional questions, please contact us at 1.800.633.0925.

Sincerely,

Charles E. Phillips

Executive Vice President

EX-99.(A5)(XXXXIV)

Exhibit (a)(5)(xxxxiv)

PSFT CUSTOMER Q&A

Q.    As an existing PeopleSoft customer, can I continue to purchase additional PeopleSoft software after the acquisition?

A.    Yes. Customers can continue to purchase additional modules and seats. There is no need to accelerate your purchases of PeopleSoft software in advance of the acquisition closing. Oracle recommends that you follow normal purchasing requirements for your organization.

Q.    Will a PeopleSoft Version 9 be developed and released by Oracle?

A.    We will continue to enhance the PeopleSoft product line. We’ll assess the planned and cumulative enhancements over time to determine whether it makes sense to change the nomenclature to release 9. Either way, improvements to the product will continue and whether we create a marketing event with a name change is of less importance.

Q.    Will Oracle finish developing future PeopleSoft point solutions that are currently in the process of completion?

A.    Oracle intends to protect and increase the value of your PeopleSoft investments through ongoing enhancements and maintenance. Once Oracle has completed the acquisition of PeopleSoft, we will evaluate all projects that are currently in various stages of development. Our expectation is that we will meet with PeopleSoft customer user groups to discuss and prioritize these activities. Until then, we do not have enough information to comment on any specific projects that are in process but our general approach is that it makes sense to complete any nearly finished enhancement if it is of known value to existing customers.

Q.    Will services be included in the free module-for-module upgrades from PeopleSoft to Oracle?

A.    While implementation and other services are not complimentary, we expect to aggressively drive down the costs associated with the upgrade through robust automated migration scripts and tools that will be developed after the transaction closes. It is important to note that consulting resources are normally required on any enterprise application upgrade whether between releases from a single vendor or multiple vendors. The amount largely depends on the degree of customization around the old versions. The good news is that implementations of Oracle applications are becoming less consulting intensive each year as the technology improves and consultants become more experienced.

Q.    Will Oracle support PeopleSoft customers who are currently running IBM DB2, Microsoft SQL Server or other relational databases?

A.    We currently support customers running a broad range of non-Oracle applications so we have experience working with competitors’ products to solve customer problems. Similarly, we would work with other database vendors to provide world-class support to PeopleSoft customers. Keeping PeopleSoft customers happy is key to the success of this transaction. We expect to continue supporting those database technologies that PeopleSoft does today. In fact, Oracle has committed to extending support for PeopleSoft Version 7 for an additional two years and PeopleSoft Version 8 for at least 10 years – both beyond PeopleSoft’s own support timeframes.

Q.    As a PeopleSoft customer, what will happen to my partner relationships?

A.    Oracle has also sought to embrace the partner community focused on PeopleSoft products. Many of these partners are already our partners. Over time, partners believe that this acquisition will create more opportunities. Until the acquisition closes, we expect that existing partners will continue to fulfill your requirements. In fact, we’ve contacted them and advised them to do so. This is in the best interest of customers regardless of whether we acquire PeopleSoft.

Q.    I now understand Oracle’s position more clearly. If I choose, what can I do to support Oracle’s proposed bid for PeopleSoft?

A.    We would appreciate any feedback that you might have at any point during or after the transaction closes. Please contact us at either contact.oracle@oracle.com or 800.633.0925. In addition, should you choose, we can have a representative from Oracle follow-up to discuss various ways that you can let your opinions be more widely heard.