-----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, AzqygxU6syqOl7rIk4EXGP736UoWKcoSYcx46qOWAB/evogijiS1dSYBVeX8wkdq T7bP5MsEkc0tIQqyl8iP7g== 0000891618-04-000480.txt : 20040204 0000891618-04-000480.hdr.sgml : 20040204 20040204172322 ACCESSION NUMBER: 0000891618-04-000480 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040204 SUBJECT COMPANY: 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: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42583 FILM NUMBER: 04567745 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 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: SC 14D9/A 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 SC 14D9/A 1 f92476b9sc14d9za.htm AMENDMENT NO. 18 TO SCHEDULE 14D-9 PeopleSoft, Inc. Schedule 14D-9 Amendment No. 18
 

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. 18)

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

1

 

Purpose of Amendment

     The purpose of this amendment is to amend and supplement Items 4 and 8 in the Solicitation/Recommendation Statement on Schedule
14D-9 previously filed by PeopleSoft, Inc. (the “Company”) on June 12, 2003 and subsequently amended, and to add additional exhibits to Item 9 and amend the exhibit index accordingly.

Item 4. The Solicitation or Recommendation

     Item 4 is hereby amended and supplemented as follows:

     On February 4, 2004, the Company issued a press release in response to Oracle’s announcement that it had increased its tender offer price. A copy of the press release is attached as exhibit (a)(72) to this Schedule 14d-9 and is incorporated herein by this reference.

     On February 4, 2004, Kevin T. Parker, the Chief Financial Officer of the Company, sent a message to the Company’s employees regarding Oracle’s announcement that it had increased its tender offer price. A copy of that message is attached as exhibit (a)(73) to this Schedule 14d-9 and is incorporated herein by this reference.

2

 

Item 8. Additional Information

     On February 4, 2004, Oracle announced that it had increased its tender offer price to $26.00 per share and extended the expiration date to Midnight, Eastern Standard Time on March 12, 2004.

Item 9. Materials to Be Filed as Exhibits

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

3

 

     
(a)(27)   Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(28)   Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(29)   Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(30)   Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(31)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(32)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(33)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(34)   Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(35)   Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(36)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing) (6)
(a)(37)   Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing) (6)
(a)(38)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing) (6)
(a)(39)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(40)   Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(41)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing) (6)
(a)(42)   Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing) (6)
(a)(43)   Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(44)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(45)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing) (7)
(a)(46)   Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing) (7)
(a)(47)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing) (7)
(a)(48)   Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (7)
(a)(49)   Press release issued by PeopleSoft on August 29, 2003 (9)
(a)(50)   Press release issued by PeopleSoft on September 4, 2003 (9)
(a)(51)   Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (9)
(a)(52)   Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003 (9)
(a)(53)   PeopleSoft Analyst Day Power Point presentation materials (9)
(a)(54)   PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures (9)

4

 

     
(a)(55)   Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003 (10)
(a)(56)   Order entered by the Superior Court of California, County of Alameda (11)
(a)(57)   Press release issued by PeopleSoft on November 17, 2003 (12)
(a)(58)   Press release issued by PeopleSoft on December 2, 2003 (13)
(a)(59)   Second Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (14)
(a)(60)   Text of background information provided to PeopleSoft sales force to respond to customer inquiries following Oracle statements of November 24, 2003 (15)
(a)(61)   Press release issued by PeopleSoft on December 19, 2003 (16)
(a)(62)   Press release issued by PeopleSoft on January 12, 2004 (16)
(a)(63)   E-mail sent to PeopleSoft employees (17)
(a)(64)   Letter to the Wall Street Journal dated January 22, 2004 (17)
(a)(65)   Press release issued by PeopleSoft on January 24, 2004 (17)
(a)(66)   Press release issued by PeopleSoft on January 30, 2004 (17)
(a)(67)   Excerpts from transcript of conference call held by PeopleSoft on January 29, 2004 (17)
(a)(68)   Order entered by the Superior Court of California, County of Alameda (17)
(a)(69)   Oracle and Pepper Acquisition Corp. Notice of Demurrer and Demurrer (17)
(a)(70)   Oracle and Pepper Acquisition Corp. Notice of Motion to Strike and Motion to Strike (17)
(a)(71)   Advertisement placed by PeopleSoft on February 3, 2004 (17)
(a)(72)   Press release issued by PeopleSoft on February 4, 2004
(a)(73)   Message sent to PeopleSoft employees
(e)(1)   Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders (1)
(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) (1)
(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) (1)
(e)(4)   Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003 (8)
(e)(5)   Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003 (8)
(e)(6)   Terms of Customer Assurance Program (revised) (10)
(e)(6)(i)   Terms of Customer Assurance Program (replacement version) + (11)
(e)(7)   Form of letter sent to customers (11)
(e)(8)   Terms of Customer Assurance Program (11)
(e)(9)   Amendment No. 1 to the Bylaws of PeopleSoft (11)
(e)(10)   Terms of Customer Assurance Program (extension term) (12)
(e)(11)   Employment Agreement, dated January 30, 2004, by and between Craig Conway and PeopleSoft, Inc. (17)

(1)   Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.
 
(2)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.
 
(3)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.
 
(4)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.
 
(5)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.
 
(6)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.
 
(7)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.
 
(8)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.
 
(9)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.
 
(10)   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.
 
(11)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 17, 2003.
 
(12)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 12 to Schedule 14D-9 filed with the SEC November 19, 2003.

5

 

(13)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 13 to Schedule 14D-9 filed with the SEC December 5, 2003.
 
(14)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 14 to Schedule 14D-9 filed with the SEC December 15, 2003.
 
(15)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 15 to Schedule 14D-9 filed with the SEC December 19, 2003.
 
(16)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 16 to Schedule 14D-9 filed with the SEC January 13, 2004.
 
(17)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 17 to Schedule 14D-9 filed with the SEC February 3, 2004.

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: February 4, 2004        

7

 

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

8

 

     
    2003 425 filing) (5)
(a)(28)   Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(29)   Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(30)   Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(31)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(32)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(33)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(34)   Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(35)   Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(36)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing) (6)
(a)(37)   Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing) (6)
(a)(38)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing) (6)
(a)(39)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(40)   Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(41)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing) (6)
(a)(42)   Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing) (6)
(a)(43)   Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(44)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(45)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing) (7)
(a)(46)   Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing) (7)
(a)(47)   Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing) (7)
(a)(48)   Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (7)
(a)(49)   Press release issued by PeopleSoft on August 29, 2003 (9)
(a)(50)   Press release issued by PeopleSoft on September 4, 2003 (9)
(a)(51)   Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (9)
(a)(52)   Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003 (9)
(a)(53)   PeopleSoft Analyst Day Power Point presentation materials (9)
(a)(54)   PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures (9)
(a)(55)   Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003 (10)

9

 

     
(a)(56)   Order entered by the Superior Court of California, County of Alameda (11)
(a)(57)   Press release issued by PeopleSoft on November 17, 2003 (12)
(a)(58)   Press release issued by PeopleSoft on December 2, 2003 (13)
(a)(59)   Second Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (14)
(a)(60)   Text of background information provided to PeopleSoft sales force to respond to customer inquiries following Oracle statements of November 24, 2003 (15)
(a)(61)   Press release issued by PeopleSoft on December 19, 2003 (16)
(a)(62)   Press release issued by PeopleSoft on January 12, 2004 (16)
(a)(63)   E-mail sent to PeopleSoft employees (17)
(a)(64)   Letter to the Wall Street Journal dated January 22, 2004 (17)
(a)(65)   Press release issued by PeopleSoft on January 24, 2004 (17)
(a)(66)   Press release issued by PeopleSoft on January 30, 2004 (17)
(a)(67)   Excerpts from transcript of conference call held by PeopleSoft on January 29, 2004 (17)
(a)(68)   Order entered by the Superior Court of California, County of Alameda (17)
(a)(69)   Oracle and Pepper Acquisition Corp. Notice of Demurrer and Demurrer (17)
(a)(70)   Oracle and Pepper Acquisition Corp. Notice of Motion to Strike and Motion to Strike (17)
(a)(71)   Advertisement placed by PeopleSoft on February 3, 2004 (17)
(a)(72)   Press release issued by PeopleSoft on February 4, 2004
(a)(73)   Message sent to PeopleSoft employees
(e)(1)   Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders (1)
(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) (1)
(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) (1)
(e)(4)   Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003 (8)
(e)(5)   Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003 (8)
(e)(6)   Terms of Customer Assurance Program (revised) (10)
(e)(6)(i)   Terms of Customer Assurance Program (replacement version) + (11)
(e)(7)   Form of letter sent to customers (11)
(e)(8)   Terms of Customer Assurance Program (11)
(e)(9)   Amendment No. 1 to the Bylaws of PeopleSoft (11)
(e)(10)   Terms of Customer Assurance Program (extension term) (12)
(e)(11)   Employment Agreement, dated January 30, 2004, by and between Craig Conway and PeopleSoft, Inc. (17)

(1)   Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.
 
(2)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.
 
(3)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.
 
(4)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.
 
(5)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.
 
(6)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.
 
(7)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.
 
(8)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.
 
(9)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.
 
(10)   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.
 
(11)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 17, 2003.
 
(12)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 12 to Schedule 14D-9 filed with the SEC November 19, 2003.
 
(13)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 13 to Schedule 14D-9 filed with the

10

 

    SEC December 5, 2003.
 
(14)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 14 to Schedule 14D-9 filed with the SEC December 15, 2003.
 
(15)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 15 to Schedule 14D-9 filed with the SEC December 19, 2003.
 
(16)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 16 to Schedule 14D-9 filed with the SEC January 13, 2004.
 
(17)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 17 to Schedule 14D-9 filed with the SEC February 3, 2004.

11 EX-99.(A)(72) 3 f92476b9exv99wxayx72y.htm EXHIBIT (A)(72) Exhibit (a)(72)

 

Exhibit (a)(72)

PeopleSoft Advises Stockholders to Take No Action at This Time in Response to Oracle’s Revised Tender Offer

PLEASANTON, Calif.—(BUSINESS WIRE)—Feb. 4, 2004—PeopleSoft, Inc. (Nasdaq:PSFT), in response to Oracle Corporation’s (Nasdaq:ORCL) announcement that it has revised the terms of its unsolicited tender offer for all the outstanding shares of PeopleSoft, advised its stockholders to take no action at this time. PeopleSoft’s Board of Directors, consistent with its fiduciary duties, will meet to review and discuss Oracle’s revised tender offer and will make its recommendation to PeopleSoft stockholders in due course.

Previously and after careful consideration, the PeopleSoft Board, including its special Transaction Committee comprised of independent directors, unanimously rejected both Oracle’s original $16.00 per share cash offer and subsequent $19.50 per share cash offer. The Board concluded that the offers would undoubtedly face lengthy antitrust scrutiny, with a significant likelihood that the combination would not be approved, and that those prior offers significantly undervalued PeopleSoft by any objective fundamental valuation measures. At that time, the Board further noted that the delays and uncertainties created by a prolonged regulatory approval process, coupled with Oracle’s stated intent to discontinue development of PeopleSoft’s market-leading products, represented a substantial threat to stockholder value. The Board previously also stated its belief that the unsolicited and hostile nature of the offers, combined with Oracle’s statements in connection with the original offer, were designed to disrupt the Company’s strong momentum at significant cost to PeopleSoft’s stockholders.

Citigroup Global Markets Inc. and Goldman, Sachs & Co. are financial advisors to PeopleSoft.

About PeopleSoft

PeopleSoft (Nasdaq:PSFT) is the world’s second largest provider of enterprise application software with 12,000 customers in more than 25 industries and 150 countries. For more information, visit us at www.peoplesoft.com.

Important Additional Information

The PeopleSoft Board of Directors will be soliciting proxies for use at the 2004 Annual Meeting of Stockholders, or at any adjournment or postponement thereof, to vote in favor of the slate of directors nominated by the Board and to vote on any other matters that properly come before the 2004 Annual Meeting. PeopleSoft has filed a proxy statement on Schedule 14A with the SEC in connection with its solicitation of proxies for the Annual Meeting. Promptly after filing the definitive 2004 Proxy Statement with the Securities and Exchange Commission, PeopleSoft will send the 2004 Proxy Statement and a WHITE Proxy Card to each PeopleSoft stockholder entitled to vote at the Annual Meeting.

PeopleSoft has engaged Georgeson Shareholder Communications Inc. to assist in soliciting proxies for the 2004 Annual Meeting. PeopleSoft’s directors, officers and employees, as well as certain representatives of Citigroup Global Markets Inc. and Goldman, Sachs & Co., financial advisors to PeopleSoft, also may assist PeopleSoft in soliciting proxies. Information regarding

 

 

the interests of Georgeson and these other persons is contained in the 2004 Proxy Statement. PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle’s tender offer. PeopleSoft stockholders should read the Schedule 14D-9 and the 2004 Proxy Statement (including any amendments to such documents) because these documents contain important information. The 2004 Proxy Statement, the Schedule 14D-9 and other public filings made by PeopleSoft with the SEC are available without charge from the SEC’s website at www.sec.gov and from PeopleSoft at www.peoplesoft.com.

CONTACT: PeopleSoft, Inc.
     Steve Swasey, 925-694-5230 (Public Relations)
     steve_swasey@peoplesoft.com
     Bob Okunski, 877-528-7413 (Investor Relations)
     bob_okunski@peoplesoft.com
     or
     Joele Frank, Wilkinson Brimmer Katcher
     Joele Frank/Susan Stillings, 212-355-4449 x110/x124
     jf@joelefrank.com
     sts@joelefrank.com

  EX-99.(A)(73) 4 f92476b9exv99wxayx73y.htm EXHIBIT (A)(73) Exhibit (a)(73)

 

Exhibit (a)(73)

The following e-mail was sent to PeopleSoft employees by PeopleSoft’s Chief Financial Officer, Kevin Parker:

As you have probably heard by now, Oracle today raised its tender offer to buy PeopleSoft. Shortly thereafter, PeopleSoft issued a news release advising our stockholders to take no action at this time. As a part of their fiduciary responsibilities to our stockholders, our Board of Directors will meet to review and discuss Oracle’s revised offer and will make a recommendation to PeopleSoft stockholders in due course. As a result, the company will be in a quiet period in commenting on Oracle’s offer until the board has announced its conclusion.

Today’s news release also stated the following:

“Previously and after careful consideration, the PeopleSoft Board, including its special Transaction Committee comprised of independent directors, unanimously rejected both Oracle’s original $16.00 per share cash offer and subsequent $19.50 per share cash offer. The Board concluded that the offers would undoubtedly face lengthy antitrust scrutiny, with a significant likelihood that the combination would not be approved, and that those prior offers significantly undervalued PeopleSoft by any objective fundamental valuation measures. At that time, the Board further noted that the delays and uncertainties created by a prolonged regulatory approval process, coupled with Oracle’s stated intent to discontinue development of PeopleSoft’s market-leading products, represented a substantial threat to stockholder value. The Board previously also stated its belief that the unsolicited and hostile nature of the offers, combined with Oracle’s statements in connection with the original offer, were designed to disrupt the Company’s strong momentum at significant cost to PeopleSoft’s stockholders.”

As always, the best thing every employee can do is stay focused on continuing the things that have made us successful. We will provide updates as soon as possible.

Thank you for continuing your outstanding support and dedication.

Kevin

Important Additional Information

The PeopleSoft Board of Directors will be soliciting proxies for use at the 2004 Annual Meeting of Stockholders, or at any adjournment or postponement thereof, to vote in favor of the slate of directors nominated by the Board and to vote on any other matters that properly come before the 2004 Annual Meeting. PeopleSoft has filed a proxy statement on Schedule 14A with the SEC in connection with its solicitation of proxies for the Annual Meeting. Promptly after filing the definitive 2004 Proxy Statement with the SEC, PeopleSoft will send the 2004 Proxy Statement and a WHITE Proxy Card to each PeopleSoft stockholder entitled to vote at the Annual Meeting.

 

 

PeopleSoft has engaged Georgeson Shareholder Communications Inc. to assist in soliciting proxies for the 2004 Annual Meeting. PeopleSoft’s directors, officers and employees, as well as certain representatives of Citigroup Global Markets Inc. and Goldman, Sachs & Co., financial advisors to PeopleSoft, also may assist PeopleSoft in soliciting proxies. Information regarding the interests of Georgeson and these other persons is contained in the 2004 Proxy Statement.

PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle’s tender offer. PeopleSoft stockholders should read the Schedule 14D-9 and the 2004 Proxy Statement (including any amendments to such documents) because these documents contain important information. The 2004 Proxy Statement, the Schedule 14D-9 and other public filings made by PeopleSoft with the SEC are available without charge from the SEC’s website at www.sec.gov and from PeopleSoft at www.peoplesoft.com.

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