SC 14D9/A 1 f92476b4sc14d9za.htm AMENDMENT NO. 13 TO SCHEDULE 14D-9 PeopleSoft, Inc., Schedule 14D-9 Amendment No. 13
 

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. 13)

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

 

 

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 an additional exhibit to Item 9 and amend 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   Purchase/Sale
Name   Transaction   Transaction   of Common Stock   Price
David A. Duffield
     11/19/03     Sale*     25,000     $ 20.44  
Company
     11/21/03     Repurchase**     500,000     $ 20.37***  
Company
     11/24/03     Repurchase**     1,200,000     $ 21.28***  
Company
     11/25/03     Repurchase**     1,250,000     $ 21.76***  
Company
     11/26/03     Repurchase**     465,000     $ 21.42***  
David A. Duffield
     11/26/03     Sale*     25,000     $ 21.37  
Anne S. Jordan
     12/02/03     Option Exercise/     15,000     $ 13.63/21.50  
 
           Sale*                
David A. Duffield
     12/03/03     Sale*     25,000     $ 21.83  

*   Pursuant to Rule 10b5-1(c) trading plan, providing for automatic transactions upon establishment of a written contract, plan or instructions under conditions specified in the Rule.
 
**   Repurchase made on the NASDAQ National Market pursuant to Company’s stock repurchase program, the authorization of which was previously announced on September 4, 2003.
 
***   Average price.

Item 8. Additional Information

     Item 8 is hereby amended and supplemented as follows:

Stock Repurchase

2

 

     On December 2, 2003, the Company announced that it had completed its stock repurchase program, previously announced on September 4, 2003. The text of the press release announcing the completion of the repurchase program is attached as exhibit (a)(58) hereto and is incorporated herein by this reference.

Court Proceedings

     On November 6, 2003, plaintiffs in the matter captioned In re: PeopleSoft, Inc. Shareholder Litigation, pending in the Delaware Court of Chancery, filed a motion for preliminary injunction seeking to enjoin PeopleSoft and its directors, officers and employees from continuing the Company’s Customer Assurance Program. In their motion, plaintiffs assert that the terms of the revised Customer Assurance Program constitute a disproportionate and unreasonable response to any perceived threat from Oracle’s outstanding tender offer. Plaintiffs moved for an order setting a prompt hearing on their motion for preliminary injunction and expediting discovery in support of that motion.

     On November 10, 2003, Oracle and Pepper Acquisition Corp. also filed a motion for preliminary injunction in the matter captioned Oracle Corp. v. PeopleSoft, Inc, which is consolidated in the Delaware Court of Chancery with the shareholder litigation described above. In the motion for preliminary injunction, Oracle and Pepper Acquisition Corp. similarly seek to enjoin the PeopleSoft defendants from continuing to offer customers the terms contained in the revised Customer Assurance Program. On the same date, Oracle and Pepper Acquisition Corp. also filed motions seeking a prompt hearing date at which to present their motion for a preliminary injunction and for expedited discovery in support of their motion for preliminary injunction. Oracle and Pepper Acquisition Corp. also moved for leave to amend their Complaint.

     On November 19, 2003, the Delaware Court of Chancery heard argument with respect to the motions in both matters discussed above to expedite and for the scheduling of a preliminary injunction hearing. Following argument, the Court denied the requests by the plaintiffs in each of the above referenced actions to schedule a hearing on their respective motions for preliminary injunction. The Court has since indicated that it would tentatively reserve time in late March and early April 2004 for a possible trial or other proceeding in these matters in the event that such a proceeding should prove warranted by reason of ensuing events.

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)

3

 

         
    Exhibit No.   Document
   
 
    *****(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)
         
    *****(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)

4

 

         
    Exhibit No.   Document
   
 
    ††(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
         
    ††††††(a)(56)   Order entered by the Superior Court of California, County of Alameda
         
    †††††††(a)(57)   Press release issued by PeopleSoft on November 17, 2003
         
    (a)(58)   Press release issued by PeopleSoft on December 2, 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)
         
    ††††††(e)(6)(i)   Terms of Customer Assurance Program (replacement version) +
         
    ††††††(e)(7)   Form of letter sent to customers
         
    ††††††(e)(8)   Terms of Customer Assurance Program
         
    ††††††(e)(9)   Amendment No. 1 to the Bylaws of PeopleSoft
         
    †††††††(e)(10)   Terms of Customer Assurance Program (extension term)

*   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.

5

 

†††††   Previously filed as an exhibit to PeopleSoft’s Amendment No. 9 to Schedule 14D-9 filed with the SEC October 27, 2003.
 
+   This exhibit replaces and supersedes exhibit (e)(6), which previously was filed in error.
 
††††††   Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 4, 2003.
 
†††††††   Previously filed as an exhibit to PeopleSoft’s Amendment No. 12 to Schedule 14D-9 filed with the SEC November 19, 2003.

6

 

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: December 5, 2003

7

 

EXHIBIT INDEX

         
    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)

8

 

         
    Exhibit No.   Document
   
 
    *****(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)
         
    *****(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)

9

 

         
    Exhibit No.   Document
   
 
    ††(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
         
    ††††††(a)(56)   Order entered by the Superior Court of California, County of Alameda
         
    †††††††(a)(57)   Press release issued by PeopleSoft on November 17, 2003
         
    (a)(58)   Press release issued by PeopleSoft on December 2, 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)
         
    ††††††(e)(6)(i)   Terms of Customer Assurance Program (replacement version) +
         
    ††††††(e)(7)   Form of letter sent to customers
         
    ††††††(e)(8)   Terms of Customer Assurance Program
         
    ††††††(e)(9)   Amendment No. 1 to the Bylaws of PeopleSoft
         
    †††††††(e)(10)   Terms of Customer Assurance Program (extension term)

*   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.
 
†††††   Previously filed as an exhibit to PeopleSoft’s Amendment No. 9 to Schedule 14D-9 filed with the SEC October 27, 2003.
 
+   This exhibit replaces and supersedes exhibit (e)(6), which previously was filed in error.
 
††††††   Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 4, 2003.
 
†††††††   Previously filed as an exhibit to PeopleSoft’s Amendment No. 12 to Schedule 14D-9 filed with the SEC November 19, 2003.

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