PeopleSoft, Inc. Form 425

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RaUDNF3NUOOjZdAVcKqcbEsGWRjT/3PUsq4cBLHEmGc2AJXZ/4eBTcQNFBGWANsh Uu76VKUCZMnlWJMk9t9D4A== 0000891618-03-003257.txt : 20030625 0000891618-03-003257.hdr.sgml : 20030625 20030625125017 ACCESSION NUMBER: 0000891618-03-003257 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030625 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLESOFT INC CENTRAL INDEX KEY: 0000875570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 680137069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 BUSINESS PHONE: 925-225-3000 MAIL ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDWARDS J D & CO CENTRAL INDEX KEY: 0000798757 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 840728700 STATE OF INCORPORATION: CO FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23091 FILM NUMBER: 03756251 BUSINESS ADDRESS: STREET 1: ONE TECHNLOGY WAY CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3034884000 MAIL ADDRESS: STREET 1: 8055 EAST TUFTS AVE CITY: DENVER STATE: CO ZIP: 80237 425 1 f90776d9e425.htm FORM 425 PeopleSoft, Inc. Form 425

FILED BY PEOPLESOFT, INC. PURSUANT TO RULE 425
UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: J.D. EDWARDS & COMPANY
FILING: REGISTRATION STATEMENT ON FORM S-4
REGISTRATION NO. 333-106269

Larry, everyone heard you
the first time.

“Oracle Chief Executive Larry Ellison pledged to discontinue PeopleSoft’s products if he buys the company.”

–The Los Angeles Times, June 17, 2003

“Mr. Ellison made a point of saying that there would be no ‘integration risk’ because he does not intend to attempt any integration. Rather, he plans to simply move PeopleSoft’s customers to Oracle’s struggling E-Business Suite and take over its support.”

–The New York Times, June 7, 2003

“In his official offer, Ellison announced his strategy was to essentially annihilate PeopleSoft, dumping its employees and products and merely keeping its customer list.”

–ABCNEWS.com, June 12, 2003

“Oracle stated that, if it acquires PeopleSoft, it will not continue developing the PeopleSoft product range because it will create applications only on the Oracle platform.”

–Gartner Inc., The Deeper Implication of Oracle’s Bid for PeopleSoft, June 12, 2003

“Oracle Chief Executive Officer Larry Ellison doesn’t really want PeopleSoft’s popular software applications – he said he would phase them out and switch customers over to similar Oracle software.”

–The San Jose Mercury News, June 7, 2003

“There’s almost no business integration risk at all. Our intention is we’re not going to actively sell the PeopleSoft products anymore.”

–Larry Ellison, CNBC Squawk Box, June 6, 2003

“On Friday, Mr. Ellison made it clear that if his takeover is successful he would halt additions to PeopleSoft products and try to move its customers to Oracle’s software.”

–The Wall Street Journal, June 10, 2003

“Larry Ellison said in a conference call this morning that Oracle would support PeopleSoft customers, but kill the product. So the strategy is to upgrade the PeopleSoft customers to the next release of Oracle, a task that isn’t nearly as easy or painless as Oracle is trying to make it sound.”

– AMR Research, Inc., Oracle Makes Takeover Bid for PeopleSoft, June 6, 2003

PeopleSoft_®

PeopleSoft has a better plan for shareholders and customers.

PeopleSoft commenced an exchange offer and filed a Schedule TO and a registration statement on Form S-4 with the SEC on June 19, 2003 for the proposed acquisition of J.D. Edwards & Company. Solicitations and exchanges of J.D. Edwards stock will only be made pursuant to the Offer to Exchange and related materials filed with the SEC. PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 and amendments thereto regarding Oracle’s tender offer. Stockholders should read these documents and any amendments thereto because they contain important information. These filings can be obtained without charge at www.sec.gov and at www.peoplesoft.com.

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