SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

PEOPLESOFT, INC.

(Name of Subject Company)

PEOPLESOFT, INC.
(Name of Person Filing Statement)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

712713106

(CUSIP Number of Class of Securities)

Craig Conway
President and Chief Executive Officer
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588-8618
(925) 225-3000

(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)

COPIES TO:

Douglas D. Smith, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, California 94104
(415) 393-8200

          o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer

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Purpose of Amendment

          The purpose of this amendment is to amend and supplement Items 6 and 8 in the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by PeopleSoft, Inc. (the “Company”) on June 11, 2003 and subsequently amended, and to add additional Exhibits to Item 9 and revise the Exhibit Index accordingly.

Item 6. Interest in Securities of the Subject Company

          Item 6 is hereby amended and supplemented as follows:

          Except as described below and except as disclosed in the Schedule 14D-9 previously filed by the Company, as subsequently amended, no transactions with respect to the Common Stock have been effected by the Company or, to the Company’s best knowledge, by any of its executive officers, directors, affiliates or subsidiaries during the past 60 days.

	Date of		Nature of	Number Shares of		Purchase/Sale
Name	Transaction		Transaction	Common Stock		Price
David A. Duffield		09/17/03	Sale*		25,000	$	18.93
David A. Duffield		09/24/03	Sale*		25,000	$	18.85
David A. Duffield		10/01/03	Sale*		25,000	$	18.78
Craig A. Conway		10/07/03	Gift		1,300	$	20.39
David A. Duffield		10/08/03	Sale*		25,000	$	20.70
David A. Duffield		10/15/03	Sale*		25,000	$	20.75
David A. Duffield		10/22/03	Sale*		25,000	$	20.51

* Sale pursuant to Rule 10b5-1(c) trading plan.

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Item 8. Additional Information

          Item 8 is hereby amended and supplemented as follows:

     Extension of Oracle Offer

          On October 10, 2003, Oracle Corporation announced that it had extended its previously announced tender offer for all of the common stock of the Company to midnight EDT on Friday, December 31, 2003. The tender offer previously was scheduled to expire at midnight EDT on Friday, October 17, 2003.

          Oracle also announced that as of the close of business on October 10, 2003, approximately 24,812,259 shares had been tendered in and not withdrawn from the offer, representing less than 7% of the Company’s outstanding shares as of October 10, 2003. This number reflects a decrease from the approximately 38,718,737 shares (representing less than 11% of the Company’s then outstanding shares) that had been tendered in and not withdrawn from the offer as of September 4, 2003, as previously announced by Oracle.

     Customer Assurance Program

          The Company believes that its reputation for product support, updates and enhancements is a critical factor in customer purchase decisions. In order to provide prospective customers with assurance that their reliance on the Company for future support of this nature will not be jeopardized by the possibility of a takeover, the Company previously implemented a program (the “Customer Assurance Program”) incorporating a contingent change in control provision to its standard perpetual licensing arrangement which provides customers purchasing application licenses with financial protection in the event that an acquiror changes or discontinues the sale, development, upgrade or support of the Company’s applications within a specified period after an “acquisition,” as defined in the program. That financial protection is in the form of a payment of from two to five times the total arrangement fees. The Company recently offered customers revised terms for the Customer Assurance Program, which are contained in exhibit (e)(6) to this amendment and are incorporated herein by this reference. The revised Customer Assurance Program expired by its terms on October 17, 2003, and the Company is giving consideration as to whether to extend the program.

          The Customer Assurance Program was designed to protect a customer’s total investment in the Company’s products. The Company believes that the Customer Assurance Program has encouraged customers to go forward with business arrangements despite uncertainty about the future of the Company’s applications in the marketplace that the Oracle Offer and Oracle’s public statements have created. The Company believes that security holders benefit from the existence of the Customer Assurance Program as it is a means to maintain customer relationships and promote license transactions, resulting in a benefit to the Company’s business and operating

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results. The Company believes these assurances provided to customers facilitate completing sales transactions, which preserves the value of the Company’s business for its stockholders.

          The Customer Assurance Program has no current financial statement impact to the Company. The contingent liability would only be recognized in the financial statements of the Company or its acquiror upon or after the consummation of an acquisition and only if, following such acquisition, the Company’s business was changed in a way that gives rise to the payment obligations under the Customer Assurance Program. The Company believes the likelihood of the Customer Assurance Program being exercised not to be probable.

Third Quarter Earnings

          On October 23, 2003, the Company held its third quarter earnings conference call. Excerpts from the transcript of this call are contained in exhibit (a)(55) to this amendment.

Item 9. Materials to Be Filed as Exhibits

Exhibit No.	Document
*(a)(1)	Press release issued by PeopleSoft on June 12, 2003
*(a)(2)	Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003)
**(a)(3)	Letter, dated June 13, 2003, to PeopleSoft’s stockholders
***(a)(4)	Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
***(a)(5)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing)
****(a)(6)	Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(7)	Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(8)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing)
****(a)(9)	Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
****(a)(10)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
****(a)(11)	Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(12)	Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(13)	Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(14)	Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(15)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(16)	Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(17)	Press release issued by the Connecticut Attorney General’s Office
****(a)(18)	Press release issued by PeopleSoft on June 20, 2003
*****(a)(19)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(20)	Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(21)	Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)

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Exhibit No.	Document
*****(a)(22)	Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(23)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(24)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(25)	Text of International Customer Advisory Board’s e-mail posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(26)	Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(27)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(28)	Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(29)	Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(30)	Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(31)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(32)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(33)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(34)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(35)	Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
†(a)(36)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing)
†(a)(37)	Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing)
†(a)(38)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing)
†(a)(39)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(40)	Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(41)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing)
†(a)(42)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing)
†(a)(43)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
†(a)(44)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
††(a)(45)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing)
††(a)(46)	Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing)
††(a)(47)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing)

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Exhibit No.	Document
††(a)(48)	Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(49)	Press release issued by PeopleSoft on August 29, 2003
††††(a)(50)	Press release issued by PeopleSoft on September 4, 2003
††††(a)(51)	Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(52)	Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003
††††(a)(53)	PeopleSoft Analyst Day Power Point presentation materials
††††(a)(54)	PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures
(a)(55)	Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003
*(e)(1)	Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders
*(e)(2)	Employment Agreement, dated May 10, 1999, by and between Craig Conway and PeopleSoft, Inc., (incorporated by reference to Exhibit 10.47 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 1999)
*(e)(3)	Employment Contract, dated as of January 1, 2000, with addendums thereto dated as of January 1, 2000, and January 1, 2001, by and between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.45 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 2001)
†††(e)(4)	Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003
†††(e)(5)	Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003
(e)(6)	Terms of Customer Assurance Program (revised)

*	Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.
**	Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.
***	Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.
****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.
*****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.
†	Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.
††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.
†††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.
††††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.

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SIGNATURE

          After reasonable 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.

	PEOPLESOFT, INC.
By:	/s/ KEVIN T. PARKER
	Kevin T. Parker
	Executive Vice President
	Finance and Administration,
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: October 27, 2003

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Exhibit No.	Document
*(a)(1)	Press release issued by PeopleSoft on June 12, 2003
*(a)(2)	Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003)
**(a)(3)	Letter, dated June 13, 2003, to PeopleSoft’s stockholders
***(a)(4)	Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
***(a)(5)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing)
****(a)(6)	Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(7)	Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(8)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing)
****(a)(9)	Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
****(a)(10)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
****(a)(11)	Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(12)	Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(13)	Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(14)	Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(15)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(16)	Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(17)	Press release issued by the Connecticut Attorney General’s Office
****(a)(18)	Press release issued by PeopleSoft on June 20, 2003
*****(a)(19)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(20)	Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(21)	Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(22)	Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(23)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(24)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(25)	Text of International Customer Advisory Board’s e-mail posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(26)	Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(27)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)

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Exhibit No.	Document
*****(a)(28)	Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(29)	Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(30)	Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(31)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(32)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(33)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(34)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(35)	Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
†(a)(36)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing)
†(a)(37)	Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing)
†(a)(38)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing)
†(a)(39)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(40)	Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(41)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing)
†(a)(42)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing)
†(a)(43)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
†(a)(44)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
††(a)(45)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing)
††(a)(46)	Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing)
††(a)(47)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing)
††(a)(48)	Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(49)	Press release issued by PeopleSoft on August 29, 2003
††††(a)(50)	Press release issued by PeopleSoft on September 4, 2003
††††(a)(51)	Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(52)	Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003
††††(a)(53)	PeopleSoft Analyst Day Power Point presentation materials
††††(a)(54)	PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures
(a)(55)	Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003

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Exhibit No.	Document
*(e)(1)	Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders
*(e)(2)	Employment Agreement, dated May 10, 1999, by and between Craig Conway and PeopleSoft, Inc., (incorporated by reference to Exhibit 10.47 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 1999)
*(e)(3)	Employment Contract, dated as of January 1, 2000, with addendums thereto dated as of January 1, 2000, and January 1, 2001, by and between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.45 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 2001)
†††(e)(4)	Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003
†††(e)(5)	Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003
(e)(6)	Terms of Customer Assurance Program (revised)

*	Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.
**	Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.
***	Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.
****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.
*****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.
†	Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.
††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.
†††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.
††††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.

10 EX-99.(A)(55) 3 f92476a9exv99wxayx55y.htm EXHIBIT (A)(55)

Exhibit (a)(55)

The following are excerpts from the transcript of the Q3 2003 PeopleSoft earnings conference call, which took place on October 23, 2003 at 8:00AM ET.

Lori Varlas - PeopleSoft Inc. — VP of Investor Relations

     Thank you. Welcome to the PeopleSoft third quarter earnings conference call. Joining me are Craig Conway, PeopleSoft’s President and CEO; and Kevin Parker, PeopleSoft’s Chief Financial Officer. During this call, we will review PeopleSoft’s results and operations for the third quarter and share some of our expectations for PeopleSoft future financial performance. After our commentary, we will open up the conference call for questions related to our quarterly performance. PeopleSoft has filed the Solicitation/Recommendation Statement on Schedule 14d-9. We urge everyone to read these filings and other relevant materials as soon as they become available. These documents may be obtained free of charge at the SEC’s website at sec.gov or on PeopleSoft’s website at peoplesoft.com. Please remember our discussions of quarterly results and our business outlook may contain forward-looking statements, which may relate to such matters as successful completion of the integration of JD Edwards and the achievement of anticipated synergies, domestic and international political conditions, future cost demand, competitor landscape including our win rate against competitors, new product development status, positioning in the enterprise application sector, and future financial performance expectations including revenue, operating margin, and earnings expectations and others. The particular forward-looking statements and other statements that may be made on this conference call but are not historical facts are subject to a number of risks, assumptions, and uncertainties and actual results may differ materially. For a more detailed discussion of information regarding risks that may affect PeopleSoft operating results, please refer to PeopleSoft’s most recent annual report on Form 10-K and quarterly report on Form 10-Q. Please remember that the company undertakes no obligation to update any information presented in this discussion. During the course of today’s discussion we may reference certain non-GAAP financial measures for a reconciliation of GAAP and non-GAAP financial measures please see our website at www.peoplesoft.com. Now let me turn the call over to Craig.

Craig Conway - PeopleSoft Inc. — President and CEO

PSFT — Q3 2003 PeopleSoft Earnings Conference Call

     Thanks. Lori. And good morning everybody. When we announced the acquisition of JD Edwards on June 2nd, we related a number of advantages that would result from the combination of PeopleSoft and JD Edwards. Advantages included combined product strength. PeopleSoft with leading HR, financials, CRM, supplier relationship management and analytics, JD Edwards with manufacturing, distribution, asset management, real estate management. We discussed combined industry strength, PeopleSoft a leader in service industry like the financial service industry, the telecommunication, healthcare, staffing, universities and government. JD Edwards a leader in asset intensive industries like manufacturing, distribution, construction, mining, pulp and paper, and real estate. We talked about the strength in the mid market, where JD Edwards is one of the largest providers of enterprise application software. We talked about combined strength in international markets for broader distribution and better customer support. Finally, we talked about financial synergies as its results found mostly in G&A area like facilities, IT, finance, accounting and HR and also in marketing expenses such as advertising, public relations and trade show. The response to our announcement on June 2nd was really quite positive. Customers of course liked the combination. Industry analysts recognized the industry potential and financial analysts recognized the financial potential. Of course, everyone noted the integration challenges inherent in this kind of combination and so everyone retained what I would describe as a normal amount of caution. Following the tender offer by Oracle though a normal amount of caution became a higher level of skepticism. In fact, from that point on it was almost impossible not to attribute everything positive I had to say to a defensive tactic against Oracle.

     In July, I said the economy was beginning to improve and IT spending was returning to at least a normal buying pattern even though budget pressure remained. I said the customers of both PeopleSoft and JD Edwards were more immediately positive and enthusiastic than even what we had expected. They had quickly recognized the benefits to their existing product investments. I said that the Oracle brand name had been damaged by the tactic broadly but particularly with CIOs. Although, I think these observations have been now shown to be true, at the time they were assumed to be defensively motivated. Even on September 4th, when we increased financial guidance for Q3, Q4 in 2004, some thought it might be a defensive tactic, and said that it couldn’t be done. It wasn’t a defensive tactic and it has been done. But you see today in our financial result is in fact the beginning of the advantages of the acquisition we originally discussed on June 2. The simple fact is, those original benefits of combining JD Edwards into PeopleSoft are just now beginning to show. Benefits of combined products strength, industry strength, mid market strength, international strength, and financial strength just beginning to show. In fact, it’s so early these Q3 financial results do not yet reflect any of the major financial synergies. Kevin will discuss that in a moment along with an update and an increase to our Q4 guidance. So, I remain today more convinced, more enthusiastic, and more confident of PeopleSoft’s financial success than ever before. I realize that it maybe the curse of the Oracle tender offer that many people find themselves unable to suspend their disbelief in anything positive that I say, and that’s unfortunate. But for those people I am confident the financial results will continue to speak for themselves. I’ll keep my comments short today to allow for an extended period of Q&A, and I’ll turn things over now to Kevin Parker. Kevin?

[Portion of text not included]

PSFT — Q3 2003 PeopleSoft Earnings Conference Call

QUESTION AND ANSWER

[Portion of text not included]

Neil J. Herman - Lehman Brothers — Analyst

     Okay, great. Second question is, if you could just talk about what you are seeing in the marketplace from your competitors and then talk about what your seeing in terms of your pipeline, not the early stages of the pipeline but how your pipeline looks, you know, that are in the last stages before close?

Craig Conway - PeopleSoft Inc. — President and CEO

     Neil, I’d say that the competitive landscape if you were looking at arrows, the arrow next to us would be up, the arrow next to SAP would up, the arrow next to Oracle would be down and the arrow next to Siebel would be down. I think that we are a beneficiary of the customer support and kind of a recognized advantages by the customers of this merger with JD Edwards. I think the pipelines continue to go up, which is very gratifying to see and the conversion rates as I had said in June when we had had a call, seem to be improving. Overall, I continue to believe the economy is improving and we’ve seen that echoed by John Chambers at Cisco, Craig Barrett at Intel, National Semiconductor. So I think that the economy is improving. I think we are a disproportionate beneficiary of it, probably along with SAP. I think our win rate against Oracle has probably never been higher for the reasons I’ve discussed on prior calls, and I think it’s getting harder and harder to be Siebel.

[Portion of text not included]

Brent Thill - Prudential Securities — Analyst

     One of the largest looming concerns is if Oracle goes away, what that will do to the pipeline given the customer protection plan. If you could just talk about that use of that program this quarter and what implications if Oracle did go away to the company?

Kevin Parker - PeopleSoft Inc. — CFO & EVP, Finance and Administration

     Hello Brent, this is Kevin.  The pipeline has no — the customer protection program has no impact on the pipeline. The pipeline has stayed strong and increased slightly and moving in from Q2 to Q3 just on our core business and then adding with JD Edwards pipeline on top of that. We certainly saw that improved. And this is not an incentive plan. This is a protection plan. I think it’s important to understand the difference and this is insurance if you will for customers and they perceive it as being a potentially harmful situation to them and that’s really the roll of the customer protection program. So we have not seen it have an impact on our pipeline. It is not a negotiating activity that goes on with the customers and so it’s not having a material impact. We think if Oracle went away it wouldn’t have as a result any impact on the pipeline.

Craig Conway - PeopleSoft Inc. — President and CEO

     Yeah. In fact Brent, I don’t think it’s an incentive on the way in and so I don’t think it’s going to be a disincentive on the way out. We think of this as nobody buys a house just because it comes with a really good fire insurance policy. If you are in the market for a house and they want to buy the PeopleSoft house it’s a comforting factor, but it’s certainly not an incentive and likewise I don’t think anybody accelerates their purchase thinking that the fire insurance policy might go away. I think if customers felt that the Oracle approach was going to go away I don’t think it was causing anybody to accelerate orders. There is certainly still a number of customers that have delayed orders and so there may be in fact a school of thought that say our results would get a benefit from that, but you know to your point, there is a school of thought that would say that our numbers will get a negative impact of that. I happen to feel that it wouldn’t be a factor either way. I don’t think we’d get an acceleration and I don’t think we’d get a deceleration.

Brent Thill - Prudential Securities — Analyst

Thanks.

Operator

     Thank you. Bob Austrian, you may ask your question and please state your company name.

Robert Austrian - Banc of America — Analyst

[Portion of text not included]

Number two, I wonder, Craig, if you can give us any actual, by name examples of deals one where there was some kind of negative Oracle push at work, if you will. And then I will save my third follow-up, just not to ramble on.

[Portion of text not included]

PSFT — Q3 2003 PeopleSoft Earnings Conference Call

Craig Conway - PeopleSoft Inc. — President and CEO

     In terms of company names, Bob, I think it is fair to say that every single transaction we did in Q3 came with the requirement to give an update on the Oracle approach. You know, if it is not the first topic, it is certainly in the top three topics every customer would like to get an update on. You know at the same time, I think as Q3 has gone on, most customers have felt that the saga is over, they don’t hold it in a particularly positive light. And, I am not sure I have seen any greater amount of closure rates on smaller deals versus bigger deals, so that’s one of the ways that I tell whether it is a horribly active topic or not. You know, we did large transactions with Manpower, the largest staffing company in the world. We did large transactions with Cargill, which is one of the largest companies in the world, about a $40 or $50 billion company. We did large transactions in the state government area with the State of Florida, which is now the, I think the 17th state that runs now on PeopleSoft. You know we did international transactions in AMEA and Asia- Pacific that were head-to-head competitions with SAP, where you know, SAP is blowing that horn as loudly as they can, but it just doesn’t seem to resonate any more. So I can go on and on about the names of the customers, but the ones that are listed in the press release, I think it is safe to assume that every single one of them needed an update, and obviously every single one of them was comfortable moving ahead.

[Portion of text not included]

5

PSFT — Q3 2003 PeopleSoft Earnings Conference Call

Jason Maynard - Merrill Lynch — Analyst

     Okay. One quick question on the government and education sector what percentage of revenue is that vertical in and maybe just some commentary on what you saw at the end of September in that market?

[Portion of text not included]

Craig Conway - PeopleSoft Inc. — President and CEO

     Yes, I think it might have been in the US the only segment that wasn’t showing the kind of definite growth that all we saw in other industries and I don’t know whether to attribute that to the pre occupation with guns and butter spending and not IT spending or whether the government was more cautious than the commercial sector in terms of the Oracle threat. I don’t know what exactly to make of it, but it has been probably as high as 25% of our number in the US and if it’s down as Kevin said, closer to 15% or 16% and that’s a real asset for us the government business and so we’re — we continue to cultivate it, and be committed to it, and hope we’ll see a change in Q4.

[Portion of text not included]

Richard Sherlund - Goldman Sachs — Analyst

     Any evidence that we’re going more towards size licensing or something that might suggest that it would be harder to recover? Does the business environment get better than are we doing some permanent damage to pricing structure in the industry?

Craig Conway - PeopleSoft Inc. — President and CEO

     We’ve been site licensing since 1997 or 1998, our product of pricing — sizes the license not to the number of users, but to the size of the company and instead of going back to the company in two quarters and saying you have more users, we go back to the company and say your company is larger, so we preserve the future expansion of license revenue, but we do it though the size of the company. If somebody licenses our product, almost without exception licenses for every employee in the company, it doesn’t amount to selling the future because most companies a year later are larger than they were when they signed the license with us and then we go back and we get the charge on that as well. I think, to your point some of our competitors were coming around with that. Larry Ellison said in an interview two months ago that the problem with this industry is licensing by user and that Oracle was going to take the unprecedented step of licensing the enterprise and we all laughed at that because our pricing is called enterprise pricing. We’ve been doing it for five years now and so I do think it’s a bit of a trend, I think that we have — our mechanism allows future revenue expansion, but I do think that our competitors are coming around to that way of licensing.

[Portion of text not included]

Kash Rangan - Wachovia Securities — Analyst

     Thanks. Finally any quantification the deals that were influenced by or actually — did customer protection program play a role at all in the quarter? Could you quantify it’s possible at all degree to which it was used in the quarter?

Kevin Parker - PeopleSoft Inc. — CFO & EVP, Finance and Administration

     Well. I think it is fair to say, that it is a standard part of our contractual language at this point. It is included in virtually every contract, license that we signed during the course of the quarter. It is not something that we negotiate. Everyone has the same total. The impact in terms of incremental sales was non-existent. As Craig mentioned, it’s not an incentive plan, but an assurance plan or insurance plan. In terms of the total liability that could potentially exist we saw that liability be about $394m at the end of Q2, it is increased by approximately $400m in Q3 and so on a cumulative basis about $800m in round numbers.

Kash Rangan - Wachovia Securities — Analyst

     Great. Nice quarter guys.

Craig Conway - PeopleSoft Inc. — President and CEO

     So, let me end by saying that we were pleased with the quarter. But, I think more than being pleased with the financial results in the quarter we are pleased with what has developed in the quarter, which is the number of theoretical advantages of the combination

PSFT — Q3 2003 PeopleSoft Earnings Conference Call

of JD Edwards actually showing quantifiable results. So, it’s one thing to talk about cross sell and up sell opportunities it’s another thing they actually see a number of cross sell opportunities in the first 60 days. It’s one thing to talk about in fact we ought to be able to sell more customers together it’s another thing to see the most number of new customers sold since 1998 and on being that was corrected when Kevin was answering a question 175 or 173 new customers was for both PeopleSoft and JD Edwards but the still the highest percent of business we’ve had coming from new customers reassuring on a lot of levels. It’s one thing to talk about the fact that we should be able to be stronger in the market and see at the same time in the numbers in Q3 average deal size increase. We look at this quarter and we are happy. We’re optimistic if not excited about Q4. We see the financial impact of Oracle as having been significant enough that without it these numbers would have been even substantial higher and Kevin noted those in his report. So, all in all we are excited about the future and we are confident about our, in fact may be more confident than we’ve ever been about the financial success of PeopleSoft in the quarters ahead. So, thank you very much.

[End of transcript] EX-99.(E)(6) 4 f92476a9exv99wxeyx6y.htm EXHIBIT (E)(6)

Exhibit (e)(6)

CUSTOMER ASSURANCE PROGRAM

1.     Customer Assurance Program.

1.1      PeopleSoft agrees to pay to Licensee: (a) the Total Fees set forth in the table in this Schedule and paid to PeopleSoft, minus any fees included on the Schedule for installation or consulting, multiplied by: (b) [INSERT APPROVED MULTIPLIER HERE] (“Payment”) if:

(i) on or before two (2) years from the Schedule Effective Date, PeopleSoft, Inc. is Acquired (hereinafter, the “Acquisition”); and

(ii) on or before four (4) years from the Schedule Effective Date, the entity that results from an Acquisition (“Acquiring Entity”) informs Licensee of or announces its intention:

(a)     to discontinue or discontinues Support Services for the Supportable Modules effective before the end of the Applicable Support Term, or materially reduces the level of Support Services for the Supportable Modules from the level of Support Services provided by PeopleSoft during the ninety (90) day period immediately preceding an Acquisition, or

(b)     to discontinue or discontinues licensing the Supportable Modules to new licensees of PeopleSoft or existing licensees of PeopleSoft which have not, as of the date of the Acquisition, licensed applications in the same application suite (examples of suites include HR, Financials, CRM and Supply Chain/Manufacturing) as the Supportable Modules, or

(c)     to reduce, or materially reduces, the amount of money spent or to be spent in a calendar year to (i) develop Updates for the Supportable Modules or (ii) provide Support Services, from the level of spent by PeopleSoft during the twelve (12) month period immediately preceding an Acquisition, or

(d)     to delay, or delays, the timing of release of Updates or new releases for the Supportable Modules, or to reduce the extent and quality of such Updates and new releases, when compared to the timing, extent and quality of Updates and new releases that PeopleSoft delivered in the major release cycle completed immediately preceding an Acquisition, or

(e)     to reduce or limit, or reduces or limits the ability of the Supportable Modules to integrate or operate with databases, software, products and technologies (collectively “Third Party Products”) that the Supportable Modules integrated or operated with as of the date of the Acquisition unless (i) the Supportable Modules which integrated or

operated with such Third Party Products aggregated less than 2% of total sales of Supportable Modules during the twelve month period preceding the Acquisition, or (ii) the license to use or integrate or operate with a Third Party Product expires by its terms or is terminated by the licensor, and a replacement Third Party Product or PeopleSoft technology is available and there is no or only minimal cost to PeopleSoft licensees in moving to the different Third Party Product or PeopleSoft technology.

(iii) Licensee requests the Payment in writing to PeopleSoft or the Acquiring Entity on or before June 30, 2008, and

(iv) Licensee is at the time the Payment is requested, and has been, a continuous, compliant subscriber to Support Services and no monies are owed under its agreements with PeopleSoft as of the date Payment is requested.

1.2      The Payment described in this Section is Licensee’s sole and exclusive remedy for any liability of PeopleSoft or its affiliates or the Acquiring Entity arising out of or related to the events described in (i) and (ii) above and will be reduced by any other amounts or damages Licensee seeks or recovers from PeopleSoft in relation to this Schedule or the events described in (i) and (ii) above.

1.3     The offer set forth in this section entitled “Customer Assurance Program” shall expire on the earlier of: i) the expiration date defined in Section      of this Schedule; ii) October 17, 2003; or iii) the date Oracle Corporation announces its withdrawal of its tender offer to acquire PeopleSoft.

1.4      For purposes of this Section only, the following terms are defined as set forth below.

(i) “Acquired” means:

(a)     Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of PeopleSoft representing fifty-one percent (51%) or more of the total voting power represented by PeopleSoft’s then outstanding voting securities; or

(b)     There is a change in the composition of the Board occurring within a two year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of PeopleSoft as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or

threatened proxy contest relating to the election of directors to PeopleSoft); or

(c)     The consummation of a merger or consolidation of PeopleSoft with any other corporation, other than a merger or consolidation which would result in the voting securities of PeopleSoft outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty-five percent (55%) of the total voting power represented by the voting securities of PeopleSoft or such surviving entity outstanding immediately after such merger or consolidation; or

(d)     The consummation of the sale or disposition by PeopleSoft of all substantially all or all of PeopleSoft’s assets.

(ii)     “Applicable Support Term” means the period announced by PeopleSoft as the support period (generally four (4) years) for the Supportable Modules licensed on this Schedule on the respective database platform(s) indicated herein, at the time the Supportable Modules licensed on this Schedule were first made available for licensing to substantially all prospective customers of PeopleSoft without restriction, subject to continued support of the database platform, operating systems and hardware on which the Supportable Modules operate by the respective manufacturers during such period. Each party shall have the right to terminate Support Services pursuant to the terms of the Agreement.

(iii)     “Supportable Modules” means the modules developed by PeopleSoft using its underlying application development platform PeopleTools which are (i) licensed on this Schedule and defined as Supportable Modules, and (ii) Updates to such Supportable Modules shipped by PeopleSoft prior to an Acquisition.

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EX-99.(A)(55)

Exhibit (a)(55)

EX-99.(E)(6)

Exhibit (e)(6)