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, DH19R/CyiGAYpb79GIffTQ9st0K6UCRMow2WQ73UVX1b1MxKjfCGW8jwxwwEBNed yJURy2QJgl6ztrc6JQhJZg== 0000891618-03-003376.txt : 20030701 0000891618-03-003376.hdr.sgml : 20030701 20030701172035 ACCESSION NUMBER: 0000891618-03-003376 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030701 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: 03768869 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 f90776e7e425.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

PSFT #73

PeopleSoft Board Releases Open Letter To Stockholders

PLEASANTON, Calif. — July 1, 2003 — PeopleSoft, Inc.’s (Nasdaq: PSFT) Board of Directors released the following letter to PeopleSoft stockholders reaffirming its position that Oracle’s tender offer is not in their best interests:

To Our Stockholders:

We, the Directors of PeopleSoft, want you to know why we concluded that the hostile tender offer made by Oracle is not in the best interests of stockholders. We believe that PeopleSoft’s current strategy, including the acquisition of J.D. Edwards, represents the best way to maximize the value of your investment in PeopleSoft.

The merger of J.D. Edwards and PeopleSoft is a strong and financially compelling business combination. The complementary strengths of these two companies will enable PeopleSoft to address a broader segment of the enterprise software market and expand its product offering. PeopleSoft’s leadership in the large enterprise space complements J.D. Edwards’ strength in the mid-market, while PeopleSoft’s leadership in service industries is complemented by J.D. Edwards’ strength in asset intensive industries. The combined company will provide over 11,000 customers with unparalleled innovation, the broadest product choice and the highest level of service in the industry. The combination will drive additional stockholder value through expanded operating margins and increased earnings per share.

In contrast, we believe the tender offer Oracle has made poses extraordinary risks and is destructive to stockholder value.

     • The combination of PeopleSoft and Oracle faces many months of delay for review by antitrust authorities and a significant likelihood that, in the end, the transaction would be blocked as anticompetitive.

     • Oracle’s statements regarding its plans for PeopleSoft’s products create serious uncertainty as to the level of support and enhancements that PeopleSoft customers could expect. Customers will not commit millions of dollars to enterprise software that is subject to such uncertainties. Employees will not remain with a company when its business vitality and their future are in doubt. If we had recommended that the offer be accepted, and the transaction was not completed, the damage to stockholder value could be enormous.

     • The offer by Oracle is conditional and can be withdrawn at any time, adding to the risk that the transaction would never be completed.

We believe that the offer Oracle made severely undervalues PeopleSoft based on its financial performance and future opportunities. Furthermore, the massive downside risk is a critical consideration in evaluating any Oracle transaction.

PeopleSoft has a better plan, one that provides superior value and greater certainty for stockholders. The Board appreciates your support and we remain committed to you, the stockholders of PeopleSoft.

The PeopleSoft Board of Directors

David A. Duffield A. George “Skip” Battle

Steven D. Goldby Frank J. Fanzilli Craig A. Conway

Aneel Bhusri Cyril J. Yansouni

The Board of Directors urges PeopleSoft stockholders not to tender their shares to Oracle. PeopleSoft stockholders who have questions or need assistance, please contact the company’s information agent, Georgeson Shareholder Communication, toll-free at (800) 248-2681.

About PeopleSoft

PeopleSoft (Nasdaq: PSFT) is the world’s leading provider of application software for the real-time enterprise. PeopleSoft pure internet software enables organizations to reduce costs and increase productivity by directly connecting customers, suppliers, partners and employees to business processes on-line, in real time. PeopleSoft’s integrated, best-in-class applications include Customer Relationship Management, Supply Chain Management, Human Capital Management, Financial Management and Application Integration. Today more than 5,100 organizations in 140 countries run on PeopleSoft software. For more information, visit us at www.peoplesoft.com.

Additional Information

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.

Forward Looking Statements

These materials may contain forward-looking statements, which reflect PeopleSoft’s and management’s current beliefs based on information currently available to PeopleSoft. These statements are only predictions and actual results may differ materially. For a more detailed discussion of information regarding risks that may affect PeopleSoft generally,

see PeopleSoft’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Additional risks relating to the proposed J.D. Edwards acquisition and Oracle’s tender offer are described in PeopleSoft’s most recent SEC filings. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them.

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PeopleSoft and the PeopleSoft logo are registered trademarks of PeopleSoft Inc. All other company and product names may be trademarks of their respective owners. Copyright © 2003 PeopleSoft, Inc. All rights reserved.

Contacts:
Lori Varlas
Investor Relations
PeopleSoft
(877) 528-7413
lori_varlas@peoplesoft.com

Steve Swasey
Public Relations
PeopleSoft
(925) 694-5230
steve_swasey@peoplesoft.com

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		To Our Stockholders:

		We, the Directors of PeopleSoft, want you to know why we concluded that the hostile tender offer made by Oracle is not in the best interests of stockholders. We believe that PeopleSoft’s current strategy, including the acquisition of J.D. Edwards, represents the best way to maximize the value of your investment in PeopleSoft.

		The merger of J.D. Edwards and PeopleSoft is a strong and financially compelling business combination. The complementary strengths of these two companies will enable PeopleSoft to address a broader segment of the enterprise software market and expand its product offering. PeopleSoft’s leadership in the large enterprise space complements J.D. Edwards’ strength in the mid-market, while PeopleSoft’s leadership in service industries is complemented by J.D. Edwards’ strength in asset intensive industries. The combined company will provide over 11,000 customers with unparalleled innovation, the broadest product choice and the highest level of service in the industry. The combination will drive additional stockholder value through expanded operating margins and increased earnings per share.

		In contrast, we believe the tender offer Oracle has made poses extraordinary risks and is destructive to stockholder value.


	• The combination of PeopleSoft and Oracle faces many months of delay for review by antitrust authorities and a significant likelihood that, in the end, the transaction would be blocked as anticompetitive.

	• Oracle’s statements regarding its plans for PeopleSoft’s products create serious uncertainty as to the level of support and enhancements that PeopleSoft customers could expect. Customers will not commit millions of dollars to enterprise software that is subject to such uncertainties. Employees will not remain with a company when its business vitality and their future are in doubt. If we had recommended that the offer be accepted, and the transaction was not completed, the damage to stockholder value could be enormous.

	• The offer by Oracle is conditional and can be withdrawn at any time, adding to the risk that the transaction would never be completed.

		We believe that the offer Oracle made severely undervalues PeopleSoft based on its financial performance and future opportunities. Furthermore, the massive downside risk is a critical consideration in evaluating any Oracle transaction.

		PeopleSoft has a better plan, one that provides superior value and greater certainty for stockholders. The Board appreciates your support and we remain committed to you, the stockholders of PeopleSoft.

		The PeopleSoft Board of Directors