SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 24

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**
$7,250,846,650	$586,593

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 371,838,290 (the sum of the number of shares of common stock of the subject company outstanding as of July 10, 2003, plus 0.43 multiplied by the number of shares of common stock of J.D. Edwards & Company outstanding as of July 10, 2003 (each according to the Prospectus filed with the Securities and Exchange Commission by the subject company pursuant to Rule 424(b)(3) under the Securities Act of 1933 on June 11, 2003) 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:	$87,131	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	July 24, 2003
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. 24 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 Amended and Restated Offer to Purchase, dated July 24, 2003, as amended (the “Amended and Restated Offer to Purchase”), and in the related Amended and Restated Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The information set forth in the Amended and Restated Offer to Purchase and the related Amended and Restated 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 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)(1)(viii)	Amended and Restated Offer to Purchase dated July 24, 2003.*
(a)(1)(ix)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(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.*
(a)(5)(xxxxv)	Text of press release issued by Parent, dated July 15, 2003.*
(a)(5)(xxxxvi)	Advertisement placed by Parent on July 15, 2003.*
(a)(5)(xxxxvii)	Transcript of “town hall” presentation to PeopleSoft customers, dated July 17, 2003.*
(a)(5)(xxxxviii)	Advertisement placed by Parent on July 2, 2003.*
(a)(5)(il)	Advertisement placed by Parent on June 30, 2003.*
(a)(5)(l)	Text of press release issued by Parent, dated July 17, 2003.*
(a)(5)(li)	Transcript of “Oracle Beat” presentation to Parent employees, dated July 17, 2003.*
(a)(5)(lii)	Text of Press Release issued by Parent, dated July 24, 2003.*
(a)(5)(liii)	Text of press release issued by Parent, dated August 8, 2003.*
(a)(5)(liv)	Transcript of portion of webcast comments pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.
(a)(5)(lv)	Transcript of portion of webcast Q&A session pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.
(a)(5)(lvi)	Text of portion of slide presentation pertaining to the tender offer, prepared for CIBC World Markets Enterprise Software Conference on August 6, 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:  August 12, 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)(1)(viii)	Amended and Restated Offer to Purchase dated July 24, 2003.*
(a)(1)(ix)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(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.*
(a)(5)(xxxxv)	Text of press release issued by Parent, dated July 15, 2003.*
(a)(5)(xxxxvi)	Advertisement placed by Parent on July 15, 2003.*
(a)(5)(xxxxvii)	Transcript of “town hall” presentation to PeopleSoft customers, dated July 17, 2003.*
(a)(5)(xxxxviii)	Advertisement placed by Parent on July 2, 2003.*
(a)(5)(il)	Advertisement placed by Parent on June 30, 2003.*
(a)(5)(l)	Text of press release issued by Parent, dated July 17, 2003.*
(a)(5)(li)	Transcript of “Oracle Beat” presentation to Parent employees, dated July 17, 2003.*
(a)(5)(lii)	Text of Press Release issued by Parent, dated July 24, 2003.*
(a)(5)(liii)	Text of press release issued by Parent, dated August 8, 2003.*
(a)(5)(liv)	Transcript of portion of webcast comments pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.
(a)(5)(lv)	Transcript of portion of webcast Q&A session pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.
(a)(5)lvi)	Text of portion of slide presentation pertaining to the tender offer, prepared for CIBC World Markets Enterprise Software Conference on August 6, 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)(LIV)

CIBC World Markets Enterprise Software Conference Charles Phillips August 6, 2003 1

Exhibit (a)(5)(liv)

Portion of webcast comments of

Charles Phillips, Executive Vice President of Oracle Corporation,

pertaining to the offer to purchase PeopleSoft, Inc. common stock,

made at the CIBC World Markets Enterprise Software Conference,

held on August 6, 2003.¹

Speaker: Charles Phillips

Questionable words and phrases [in brackets]

. . .

Part of that, extension of the brand in the market is our M&A strategy so I want to touch on that some. It’s just one component of that strategy it doesn’t supplant organic growth. We’re not going to rely totally on acquisitions for growth and we’re going to acquire some of the [wealth] we’re going to partner more and do other things, so the acquisitions are important, but they aren’t the only thing that we’re doing to extend our growth.

But some things to know about acquisitions – at Oracle, we’ve done about 30 already, most of them have been pretty successful. We know how to integrate them. Most of them have been pretty small to date and no single one is essential

¹The 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 and restated on July 24, 2003. Stockholders should read the Amended and Restated Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Amended and Restated 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.

1

CIBC World Markets Enterprise Software Conference Charles Phillips August 6, 2003 2

to our growth, so although we maybe working on the PeopleSoft one now, it doesn’t stop us from looking at other ones.

And we have the infrastructure to do multiple transactions simultaneously. Obviously, we haven’t been big acquirers in the past. What has changed is that we do think the industry is in a new phase of consolidation. Customers are asking us to get into related areas and take over more responsibility for the infrastructure.

They’re tired of buying from hundreds of small software companies. They’re reducing their supplier list down to 10 and 20 companies and obviously we have to be one of those, so they want us to take on more responsibility. More reasonable prices for the properties we could potentially buy, and I think our relative strength is more apparent so we’re kind of a buyer of choice for many of those companies.

There’s tons of stuff that comes in the door every week, people who want to be bought. And we can absorb larger acquisitions now without distraction that we could before.

So with that, let me kind of give a few slides of update on where we stand on PeopleSoft right now. We definitely remain committed to this transaction. We still think it would be good for shareholders and customers on both sides, but this is not make or break for our apps business. Our apps business, as I demonstrated earlier is in pretty good shape.

We certainly gained market share the last couple of quarters, but nonetheless we were pursuing this transaction. And we still think it’s a winning

2

CIBC World Markets Enterprise Software Conference Charles Phillips August 6, 2003 3

proposition for shareholders. For our shareholders, it’s going to be accretive and that’s one of the criteria we use. We do like these acquisitions to be creative.

Make us the number two application vendor worldwide. We picked up about 11,000 customers now that they’ve bought J. D. Edwards. And to the extent that people elect to migrate to other Oracle technologies downstream, there would be some downstream revenue on the technology side of the business. That’s optional, but there’s certainly – some of that would happen and it’s unique to Oracle since that we’re in both the apps and the technology business, we can benefit that way.

It’s a low risk acquisition. It’s a company that we know well, similar types of customers and we know what we’re buying and we think it shrinks the lead for SAP. For PeopleSoft shareholders, it’s cash in hand, basically no exit risk. The price that [that we are offering], the $19.50 still about 48% of growth where the stock was trading pre-offer.

And obviously there’s executional risk on the PeopleSoft side and the uncertainty there – whatever pipeline drainage happen last quarter with the money back guarantee – who knows, we’ll have to wait and see how that plays out.

But certainly, the $19.50 based on the history of this chart might look pretty appealing and six months from now, three months from now, who knows – so we think it’s a good offer. We think there’s a reason the stock is trading where

3

CIBC World Markets Enterprise Software Conference Charles Phillips August 6, 2003 4

it is. That delta could be cleared off once the anti-trust issues are cleared. That’s still in progress – anybody has questions on that, we can answer it.

But we do think the offer is a fair and strong offer. With that, I’ll stop and take questions.

[END OF TRANSCRIPTION]

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995:

Statements in this transcript made in connection with Oracle’s tender offer are excluded from the “safe harbor” of the Private Securities Litigation Reform Act of 1995.

Information in this transcript relating to Oracle’s future prospects (other than those statements relating to the tender offer) which are “forward-looking statements” are subject to certain risks and uncertainties that could cause actual results to differ materially, including, but not necessarily limited to, the following: (1) Economic, political and market conditions could continue to adversely affect purchasing decisions for computer software and services throughout the world. The war on terrorism and the potential for war or other hostilities in other parts of the world add to the climate of uncertainty that could adversely affect revenues. Delays in closing of sales, reductions in size of individual sales without an offsetting increase in volume or delays in product delivery can cause quarterly revenues and income to fall significantly short of anticipated levels. (2) Management’s ability to forecast revenues and control expenses, especially on a quarterly basis, continues to be a challenge. An unexpected decline in revenues without a corresponding and timely slowdown in expense growth could have a material adverse effect on results of operations. (3) Oracle is introducing new or revised versions of its products and services, such as Oracle 9i Database, Oracle 9iAS Application Server, E-Business Suite, Oracle Collaboration Suite and Outsourcing; the market acceptance and contribution to Oracle’s revenues of these new versions or products and services cannot be assured. (4) Oracle has made changes to its pricing model and sales organization, which could lead to a decline or delay in sales as its sales force and customers adjust to the new pricing policies and organizational changes. Intense competition in the various markets in which Oracle competes may also put pressure on Oracle to reduce prices on certain products. (5) The market for Oracle’s products is intensely competitive and is characterized by rapid technological advances and frequent new product introductions. There can be no assurances that Oracle will continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance. Oracle undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with Oracle’s business, please refer to the “Risk Factors” section of Oracle Corporation’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Oracle Corporation’s Investor Relations Department at (650) 506-4073 or Oracle’s Investor Relations website at http://www.oracle.com/investor.

4

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

CIBC – Q&A

1

Exhibit (a)(5)(lv)

Portion of webcast Q&A session with

Charles Phillips, Executive Vice President of Oracle Corporation,

pertaining to the offer to purchase PeopleSoft, Inc. common stock

held at the CIBC World Markets Enterprise Software Conference,

held on August 6, 2003¹

Key:

Chuck: Chuck Phillips

Q: Questions

[Question or comment not miked.]

. . .

Q: Jason Kodick. You talk about increased visibility with partners during the PeopleSoft acquisition announcement. Can you talk about the potential market. It doesn’t seem like the markets [free to net] many more than it has in the past couple of years, but is there anything changing with the market environment now with you and SAP now PeopleSoft JD Edwards?

Chuck: Well I guess you guys have seen the results. I would say relative to a year ago, if you look at all the competitors, the license revenues, ours were flat license revenues, everybody else is still down but they weren’t down as much as they were. But relative to a couple years ago I would say a lot more of them have

¹The 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 and restated on July 24, 2003. Stockholders should read the Amended and Restated Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Amended and Restated 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.

CIBC – Q&A

2

emphasized their consulting businesses, and it’s been noticed by companies like Accenture and even IBM Consulting and              and they don’t like it. So if we’re going to be bigger in the apps business and if we have a different philosophy on consulting and integration that works, more of that should be done by third parties. They kind of like that strategy. It fits with our interests are now aligned when they weren’t say four or five years ago.

. .. .

Q: One final question is there was a lot of talk after the PeopleSoft announcement of potential disruption of their pipeline and [closure rates] for them. Has Oracle since then seen any disruption on the app side, and in your closure rates?

Chuck: Question is disruption on the app side. And obviously I can’t comment on anything on this quarter.

Last quarter I think the results showed that we executed pretty well and gained share. I think we were the only ones that had positive growth. So based on last quarter’s results certainly there’s nothing that was apparent.

. . .

Alex: I have a different question, Chuck. I guess since the PeopleSoft acquisition was announced, how much time is management spending on this whole issue of trying to send the message out, trying to talk to PeopleSoft customers. There’s been some noise about sales people routing customer names to management to contact PeopleSoft. So the question is to what extent is the sales force involved in this process and to what extent it takes away from their selling.

CIBC – Q&A

3

Chuck: Question was management time and sales force time on the PeopleSoft acquisition.

I would say at this point it’s minimal now because we’ve done what we can do. It’s a regulatory issue now. Waiting for that to take place. The requests they made for information does require some work, but to gather the data at the Justice Department wants, but that’s a small number of people involved at this point. So it’s narrowed down. So I would say at this point there’s very few people focused on it. The people who need to be are, but beyond that everybody else is doing what they normally do.

. . .

Q: On PeopleSoft, I know you’ve made the commitment verbally and in advertisements to support PeopleSoft products for the next 10 years at least. Don’t you think it would make the DOJ, the EU, and also customers and the State Attorneys General a lot more comfortable if you memorialized that in a consent decree or legal document as opposed to just ads and verbal commitment?

Chuck: The question was should we do more on the 10-year commitment on PeopleSoft products; would that make people feel better.

Well that’s a small step to make. We’re already on the hook for it publicly. Most customers I’ve talked to, and there’s been lots of them, the public commitment is the insurance. In other words they feel more like it’s easier for us to break a private commitment than it is a public one that everyone would know about, and so to them that’s sufficient. So I don’t think that’s going to be the driving factor whether it’s on special sheet of paper or not. But certainly the

CIBC – Q&A

4

things that we committed to publicly we’re willing to put in a contract if someone wants that, so it doesn’t seem to be the driving factor. People aren’t concentrating on it.

Q: One of the data points in your presentation regarding your offer to PeopleSoft shareholders is avoiding Q3 risk. Do you expect a deal, or at least the regulatory process, to be concluded by then?

Chuck: Question was on the time on the regulatory process.

We said at the time that it was hard to gauge how long this stuff takes, but typically it’s three to four months. So we’re talking it could be anywhere from September to November, really. So we don’t know the exact timing on it, but roughly that’s the timeframe that would be reasonable based on past history.

Q: Just a question about diving a little deeper into this whole PeopleSoft issue. With the antitrust issue in the forefront is there a way that they could decide you can go ahead and acquire PeopleSoft but have to lay back on the whole HR segment. Because I know Oracle’s strong there and obviously PeopleSoft is strong there. Is there a way that they could say there are certain verticals and certain applications in the stack that you have to participate less in?

And also, now that JD Edwards is a part of PeopleSoft, how do you view that, and how would you deal with that internally in terms of dealing with the sales force?

Chuck: Questions were on possible antitrust outcomes or recommendations, and then JD Edwards.

CIBC – Q&A

5

Well they’ve certainly, the Justice Department has approved deals that are contingent on you not being in one segment of the business or spinning up a product line. And so I guess we can all ruminate on the possible combinations, though which one [stays] might conclude. But that’s possible. They’ve done that in other acquisitions, not so much in software however, but in other industries. And software’s a little harder to do because of the nature of the products, and they’re so closely linked, and splitting them apart causes problems in other parts of the product line and in many cases reduces the value to the customer. So it’s unclear how we’d be willing to do that in the software industry, but in other industries that’s been the case.

As I mentioned during the presentation, we have the ability to take multiple acquisitions and multiple product lines, both one, because we’re larger, and two, we have a sales force structure that allows for specialized sales forces now to the extent that we need that. And then the support organization, we’re supporting multiple products, we know how to categorize the supporting architecture around that as well.

So to the extent that JD Edwards is included, we know how to take on multiple product lines. We would not probably do it the way the PeopleSoft is doing it; we’re not going to promise them super set products where all the codes can be merged together in three or four years from now. We would be fairly clear about it. If you want to buy JD Edwards, you can do that if you want to buy PeopleSoft products you can do that, but we’re not going to merger them all together.

CIBC – Q&A

6

. . .

Q: Whether PeopleSoft closes or not, you’ve been pretty clear that you’re interested in doing several deals or much more so than in the past. What should we be expecting from you in terms of capital structure? Are we seeing a sea change here? Are you going to put a lot of debt on the balance sheet going forward, or is this really a couple year blip where you’ll be paying it down and then get back to using the cash for buy backs? Making a comment on that front.

Chuck: Question was acquisitions, would that generate debt on the balance sheet.

It could generate some debt, but it’s likely to be temporary, even in the case of PeopleSoft where we’re offering cash. We think we can pay it off in about five quarters of cash flow with the numbers that we’ve used. So it’s not a stretch for us, and there’s nothing sacred about having to use cash in these deals. In this case it was faster, which is one of the driving factors behind it. We’re not swearing out using stock. It depends on the situation at the time, whatever makes sense.

Q: SAP has been saying that their view on PeopleSoft JD Edwards merger is that it continues to pressure ASPs on pricing because there are so many more customers under the PeopleSoft umbrella than there was in the June quarter. So from SAP’s perspective the pricing pressure in the U.S. continues to escalate in the summer. How do you feel about this whole issue of price pressure and flexible deal offerings from PeopleSoft now that JD Edwards is part of that umbrella deal? Do you see it as an issue? Do you see that pricing as an issue that SAP’s brought up most recent quarter and they continue to talk about that.

CIBC – Q&A

7

Chuck: The question was on pricing pressure in the apps business.

Pricing’s always been extremely intense and competitive in the apps business, so there’s really no change there. I’m not sure what dynamics they’re seeing. I can’t really speak for them, but it’s competitive, it’s aggressive, but it’s been that way for quite some time, so I can’t say there’s something dramatically new that’s we’re seeing.

. . .

Q: Can you discuss a little bit Oracle’s willingness to take on more than one acquisition simultaneously?

Chuck: Question was on multiple acquisitions at once.

Yeah. All I can say is that if it makes sense. There’s nothing that prevents us bandwidth-wise from doing another acquisition at the same time. And most of the things that are viable we can afford to buy two at once. So it’s mostly price and opportunity, what makes sense and where we are in our strategy as opposed to where we have this one thing working we can’t do the second thing. We don’t feel constrained by that.

Capital’s not the issue. And really bandwidth and management’s not the issue. Just can we get the price that we want and is it the right time from a business cycle perspective.

Q: This is a follow-up to that. Could you give us any more color on what potential areas you’re looking at or generally speaking what areas would be interesting?

CIBC – Q&A

8

Chuck: Question was on areas we’re looking at. I can’t really narrow it down for you other than say we’re looking at lots of different things, broad landscape, both apps and technology, and it’s hard to get any more specific than that.

Q: I was wondering how you within your responsibilities, head of marketing, how you’re spending your time between the M&A strategy and marketing.

Chuck: Question on my time.

Since I just got the marketing organization and that’s about roughly a thousand people, I’ve been spending more time on that the last couple of weeks just doing ops reviews and figuring out who’s doing what, and what changes to make, so emphasizing that in the last couple of weeks. It varies depending on what’s going on and what issue’s up and what the management’s focused on if we’ve more problems pop up.

Probably any given week it’s going to be different, but that’s just the last couple of weeks. But it’ll probably settle into some pattern over the next few months.

Q: The apps business has been pretty poor for the last couple of years and obviously you’ve made a lot of tweaks to the sales force and improved the product, and now you’re looking at [bulk up] acquisition-wise. But are there any areas in particular that you feel confident Oracle can reverse this tide of marketshare loss, and particularly against SAP. In my mind there’s no reason to think that their share gain shouldn’t continue. Can you give me a sense as to why I might be wrong?

Chuck: The question was on our share gains relative to SAP.

CIBC – Q&A

9

Obviously better execution of focus should help, and based on the last couple of quarters we actually have gained share against them the last couple quarters. Two quarters doesn’t a huge trend make, and we recognize that. But it certainly appears that we’ve turned the corner.

I think what’s happened in the outsourcing business, which is something unique to us, is happening to the extent that someone wants those applications hosted in an affordable way and we still get license revenue when they do that. We gained there. We think there’s probably more room in the mid-market than there is in the top 300 customers, which is where they’re focused, and our product kind of lends itself to that.

And then secondly as we add some of these vertical additions and business flows to kind drive down in certain verticals where we have an advantage, that can help as well. But that’s still obviously it’s a big gap between where we are and where they are. That’s one of the reasons we were trying to do the acquisition, try to close that, but better execution and focus and kind of the old fashioned things help us get there as well. Looks like we’re starting to close the gap, but have a long ways to go.

Q: When you think about the price for PeopleSoft—you’ve offered $19.50—how do you justify in your own mind or work to the question of how many customers you could lose. There seems to be a lot of opposition. How do you try and work that price? You offered $19.50, but you could theoretically lose X percent of those customers.

CIBC – Q&A

10

Chuck: Question was on how do we justify the $19.50. We did build a fairly extensive model, as you might imagine, assuming some churn rate and requiring certain hurdle rates in it. Even at the $19.50 it’s nicely accretive and it meets our target, and it’s [confirmative] assumptions on all the churn rates and everything that we’d have to worry about. So there’s a fair amount of room in there that even if we’re wrong on one of the assumptions, [it will still write]. So we feel pretty confident that the $19.50 is a fair price for PeopleSoft shareholders relative to the fundamentals of the company, and at the same time a good price for Oracle shareholders as well based on what we think we can do with the business.

Q: Follow-up on that is just how are you feeling, how are you doing in talking with the customers about keeping them. How confident are you that             .

Chuck: Question was how confident are we on keeping those customers once we get them, based on our original expectations.

Well, I’ve talked to lots of their customers over the last few weeks, as you probably can imagine, and initially there are certainly some concerns initially. Several people from the user groups called us, PeopleSoft user groups, and express their concern and pretty intense at first. But once we explained what we’re doing and why we’re doing it and how the numbers work and corrected some misperceptions: We’re not killing their product, we’re focusing on existing customers, and by the way you are an existing customer, so it’s better to focus on existing customers versus prospects, all of our time trying to land new customers, and explained what they would get, they immediately started to change and said,

CIBC – Q&A

11

well, it’s not nearly as bad as I thought and there are actually some good things here.

So we think the time we’ve invested over the last month educating them will help that churn rate going forward because we now have some relationships with them, and in some cases started some sales cycles as a result.

Great. Thanks a lot. Appreciate it.

[END OF TRANSCRIPTION]

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995:

Statements in this transcript made in connection with Oracle’s tender offer are excluded from the “safe harbor” of the Private Securities Litigation Reform Act of 1995.

Information in this transcript relating to Oracle’s future prospects (other than those statements relating to the tender offer) which are “forward-looking statements” are subject to certain risks and uncertainties that could cause actual results to differ materially, including, but not necessarily limited to, the following: (1) Economic, political and market conditions could continue to adversely affect purchasing decisions for computer software and services throughout the world. The war on terrorism and the potential for war or other hostilities in other parts of the world add to the climate of uncertainty that could adversely affect revenues. Delays in closing of sales, reductions in size of individual sales without an offsetting increase in volume or delays in product delivery can cause quarterly revenues and income to fall significantly short of anticipated levels. (2) Management’s ability to forecast revenues and control expenses, especially on a quarterly basis, continues to be a challenge. An unexpected decline in revenues without a corresponding and timely slowdown in expense growth could have a material adverse effect on results of operations. (3) Oracle is introducing new or revised versions of its products and services, such as Oracle 9i Database, Oracle 9iAS Application Server, E-Business Suite, Oracle Collaboration Suite and Outsourcing; the market acceptance and contribution to Oracle’s revenues of these new versions or products and services cannot be assured. (4) Oracle has made changes to its pricing model and sales organization, which could lead to a decline or delay in sales as its sales force and customers adjust to the new pricing policies and organizational changes. Intense competition in the various markets in which Oracle competes may also put pressure on Oracle to reduce prices on certain products. (5) The market for Oracle’s products is intensely competitive and is characterized by rapid technological advances and frequent new product introductions. There can be no assurances that Oracle will continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance. Oracle undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with Oracle’s business, please refer to the “Risk Factors” section of Oracle Corporation’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Oracle Corporation’s Investor Relations Department at (650) 506-4073 or Oracle’s Investor Relations website at http://www.oracle.com/investor.

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

Exhibit (a)(5)(lvi)

ORACLE^®

Chuck Phillips

Executive Vice President

Oracle Corporation

ORACLE

Safe Harbor Statement

Our discussion may include predictions, estimates or other information that might be considered forward-looking. While these forward-looking statements represent our current judgment on what the future holds, they are subject to risks and uncertainties that could cause actual results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements and please keep in mind that we are not obligating ourselves to revise or publicly release the results of any revision to these forward- looking statements. Throughout today’s discussion, we will attempt to present some important factors relating to our business that may affect our predictions. You should also review our most recent Form 10-K and Form 10-Q for a more complete discussion of our risk factors.

ORACLE

Disclaimer

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 and restated on July 24, 2003. Stockholders should read the Amended and Restated Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Amended and Restated 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.

ORACLE

Strategic Direction

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Oracle’s Long Track Record of Success and Innovation

Oracle Is a Market Leader

· Largest Enterprise Software Company

· Well-Engineered Information Architecture that has stood the test of time

· Strong product flow

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Oracle’s Strategy Is Simple

· Offer Best of Class, Integrated Technology

· Value of the Whole is Greater than the Sum of the Parts — the Information Architecture

· Leverage installed base — huge asset

· Extend the brand into new markets

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M&A – Part of Broader Plan to

Extend Our Reach

· One peg in a broader strategic plan to augment, not supplant, organic growth

· Will acquire but also partner more

· Leverage the broader Oracle economy more directly and creatively

· More innovative go to market strategies

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Acquisitions at Oracle — Things to Know

· We’ve done 30 acquisitions and know how to integrate them

· Most have been small to date

· No single one is essential to our growth

· We have the infrastructure to handle multiple transactions simultaneously

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M&A — Why Now?

· Industry in new phase of consolidation

· Customers want us to become even more strategic and expand our footprint

· More reasonable prices

· Oracle’s relative strength more apparent

· We can absorb larger acquisitions without distraction

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PeopleSoft /Update

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Our Perspective on This Deal

· We’re committed to this transaction

· It would be good for all shareholders and customers involved… but

· This is NOT make or break for our apps business

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Winning Proposition for Shareholders

For ORCL Shareholders

· Accretive from operations

· #2 Worldwide

· 11K additional customers

· Downstream revenue on the technology side of the business

· Low risk acquisition

· Shrinks the market share lead of SAP

For PSFT Shareholders

· Cash in hand

· No exit risk

· Offer price is 48% above where the stock was trading ex-cash pre-offer on June 5^th

· Avoid risk of PSFT Q3 pipeline drainage due to money-back guarantee or other novel techniques

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	%)

(GRAPHIC)

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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.

QUESTIONS

ANSWERS

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