sc14d9za

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

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)

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

The purpose of this amendment is to amend and supplement Items 3, 4, 6 and 8 in the Solicitation/Recommendation Statement on Schedule
14D-9 previously filed by PeopleSoft, Inc. (“PeopleSoft” or the “Company”) on June 12, 2003 and subsequently amended, and to add additional exhibits to Item 9 and amend the exhibit index accordingly.

On May 24, 2004, the Board of Directors (the “Board”), upon the recommendation of the Compensation Committee, approved an amendment to the Executive Severance Policy for Senior Vice Presidents previously filed as exhibit (e)(5) to this Schedule 14D-9. The amendment provides that, in the event a Senior Vice President’s employment with the Company is involuntarily terminated by the Company other than for “Cause” (as defined in the policy), the Senior Vice President will receive nine (9) months base salary, target bonus and benefits and credit for nine (9) months of employment toward the vesting of equity awards granted prior to the date of termination. If there is a change of control and within one year of the change of control the Senior Vice President’s employment is terminated by the Senior Vice President on the basis of “Constructive Discharge” (as defined in the policy), the Senior Vice President will receive nine (9) months base salary, target bonus and benefits and the acceleration of equity as originally provided in the policy.

On May 14, 2004, Oracle Corporation (“Oracle”) announced that it had reduced its tender offer price to $21.00 per share of PeopleSoft common stock (the “Reduced Offer”) and extended the expiration date for the tender offer to midnight EDT on Friday, July 16, 2004. On May 17, 2004, Oracle and Pepper Acquisition Corp. (“Oracle Sub”) filed an amendment to their Tender Offer Statement on Schedule TO (the “Schedule TO”) to reflect the reduced price and to amend certain portions of the Schedule TO relating to the source of funds and financing for the offer. Oracle and Oracle Sub did not amend any of the conditions to the tender offer, and therefore all conditions set forth in its tender offer, as amended February 4, 2004 (the “$26.00 Offer”), continue to apply.

After careful and thorough consideration by the transaction committee of independent directors (the “Transaction Committee”) and the Board, and after the Transaction Committee and the Board thoroughly reviewed the Reduced Offer with the Company’s management and legal and financial advisors, the Transaction Committee and the full Board of Directors both unanimously determined on May 25, 2004 that the Reduced Offer is not in the best interests of the Company’s stockholders, because:

•

The Reduced Offer is inadequate and does not reflect PeopleSoft’s real value.

•

The proposed combination of PeopleSoft and Oracle continues to face substantial regulatory scrutiny and legal challenge in both the United States and Europe and there is a significant likelihood that the transaction will be prohibited under antitrust law.

Accordingly, after careful consideration and acting upon the unanimous recommendation of the Transaction Committee, the Board of Directors unanimously recommends that PeopleSoft stockholders reject the Reduced Offer and not tender shares pursuant to the Reduced Offer.

A more complete discussion of the matters considered and reasons that the Transaction Committee and the Board of Directors unanimously believe that the Reduced Offer is not in the best interests of PeopleSoft stockholders is in “Reasons for the Recommendation of the Board,” below.

A press release announcing the Board’s recommendation against accepting the Reduced Offer is filed as exhibit (a)(102) to this Schedule 14D-9 and is incorporated herein by this reference.

For additional information regarding the background of the Oracle tender offer and additional detail regarding the Board’s past recommendations with respect to the tender offer, stockholders should read our prior Schedule 14D-9 filings, which are available without charge at the SEC’s website at www.sec.gov.

On May 14, 2004, Oracle issued a press release announcing the Reduced Offer price of $21.00 per share and extended the expiration date for the Reduced Offer to midnight EDT on Friday, July 16, 2004. As of the close of business on May 14, 2004, only 7,906,545 shares of PeopleSoft common stock (representing approximately 2.2% of the outstanding PeopleSoft common stock) had been tendered.

On May 17, 2004, Oracle filed an amendment to its Schedule TO reflecting the Reduced Offer price and amending certain portions of the Schedule TO relating to the source of funds and financing for the Reduced Offer. Oracle did not amend any of the conditions to the tender offer, and therefore all conditions set forth in the $26.00 Offer continue to apply to the Reduced Offer.

On May 24, 2004, the Board held a meeting to discuss and consider in detail the amended terms of the Reduced Offer, the Company’s prospects, the status of the United States and European antitrust reviews, developments in the Delaware and California litigation relating to the Oracle offer, and other developments. Also present at the meeting were certain PeopleSoft executives, representatives of Cleary, Gottlieb, Steen & Hamilton and Gibson, Dunn & Crutcher LLP, the Company’s legal advisors, and representatives of Citigroup Global Markets Inc. (“Citigroup”) and Goldman, Sachs & Co. (“Goldman Sachs”), the Company’s financial advisors. The financial advisors reviewed with the Board financial aspects of the Reduced Offer. The Board then asked questions and received answers from the legal and financial advisors on various aspects of the Reduced Offer. The directors then discussed further the terms and conditions of the Reduced Offer.

On May 25, 2004, the Board of Directors met with the Company’s legal and financial advisors and members of management, and continued the discussions regarding the Reduced Offer. At this meeting, each of Citigroup and Goldman Sachs rendered to the Transaction Committee and the full Board of Directors its respective oral opinion to the effect that, as of May 25, 2004, the Reduced Offer was inadequate to the holders of PeopleSoft common stock from a financial point of view. The Board of Directors further discussed the Reduced Offer and asked questions of the legal and financial advisors. At the conclusion of these discussions, the Transaction Committee unanimously recommended that the full Board recommend that the PeopleSoft stockholders reject the Reduced Offer and not tender their shares pursuant to the Reduced Offer.

After considering the matters described above and in “Reasons for the Recommendation of the Board” below, and based on the unanimous recommendation of the Transaction Committee, the Board of Directors unanimously determined to recommend that the PeopleSoft stockholders reject the Reduced Offer and not tender their shares to Oracle pursuant to the Reduced Offer.

In reaching the conclusions and in making the recommendation regarding the Reduced Offer described above, the Transaction Committee and the Board of Directors consulted with the Company’s management, the Company’s legal and financial advisors, and based their conclusions upon a number of reasons, including the following reasons:

•

The Reduced Offer is inadequate and does not reflect the Company’s real value. This conclusion is based in part upon the Company’s current business plan, the additional value being created through the integration of J.D. Edwards, and other matters described below.

•

The Reduced Offer price undervalues PeopleSoft based on fundamental valuation measures, including:

•

The Company is currently trading at the low end of its historical valuation range relative to its forward earnings, largely due, the Board believes, to the uncertainty created by Oracle’s hostile actions.

•

For the same reasons, the Board believes that PeopleSoft is currently trading at a lower multiple relative to its peers.

•

A majority of Wall Street equity analysts who publish price targets for PeopleSoft had a target above $21.00 per share as of May 19, 2004. These published targets evaluate PeopleSoft on a stand-alone basis.

•

The Reduced Offer price values the Company at multiples far below those paid in other recent large transactions in the enterprise software industry.

•

Oral opinions of each of Citigroup and Goldman Sachs, the Company’s financial advisors, to the effect that, as of May 25, 2004, the Reduced Offer was inadequate to the holders of PeopleSoft common stock from a financial point of view.

•

The proposed combination of the Company and Oracle continues to face substantial regulatory scrutiny and legal challenge in both the United States and Europe and there is a significant likelihood that the transaction will be prohibited under antitrust law. This conclusion is based in part on:

•

the directors’ understanding of the high concentration and high entry barriers in the sale of enterprise application software (and in particular human resources and financial management software) for large complex enterprises;

•

the fact that the United States Department of Justice and numerous state attorneys general have filed suit to block any acquisition of the Company by Oracle; and

•

the fact that the European Commission has issued a Statement of Objections and the transaction is subject to the continuing review of the European Commission.

•

The regulatory delays, combined with the significant uncertainty as to the outcome of the regulatory process, and continuing customer concerns regarding Oracle’s plans regarding the Company’s products, would subject the Company’s business to irreparable damage.

•

The Reduced Offer creates additional risk to stockholders because it continues to be highly conditional. This conclusion is based on the numerous conditions contained in the Reduced Offer and the current status of the regulatory review, described above.

The Transaction Committee and the Board of Directors viewed the items above as specific reasons for concluding that the Reduced Offer is not in the best interest of the Company’s stockholders and for recommending that the stockholders reject the Reduced Offer and not tender their shares to Oracle.

The foregoing discussion of the information and factors considered and reasons cited by the Board of Directors and the Transaction Committee is not meant to be exhaustive, but includes the material information, factors, analyses and reasons considered by the Board of Directors and the Transaction Committee in reaching their respective conclusions and recommendations. The members of the Board of Directors and the Transaction Committee evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of the Company and after taking into account the views of the Company’s management and legal and financial advisors. In light of the number and variety of factors that the Board of Directors and the Transaction Committee considered, and the varied reasons that supported their opinions and conclusions, the members of the Board of Directors and the Transaction Committee did not find it practicable to assign relative weights to the foregoing factors or reasons. However, the recommendations of the Board of Directors and Transaction Committee were made after considering the totality of the information and factors involved. In addition, individual members of the Board of Directors or the Transaction Committee may have given different weight to different factors or reasons described or cited above.

After considering the factors and in light of the reasons described above, the Transaction Committee and the Board of Directors each unanimously determined that the Reduced Offer is not in the best interests of PeopleSoft stockholders.

Therefore, the Board of Directors unanimously recommends that PeopleSoft stockholders reject the Reduced Offer and not tender their shares to Oracle for purchase pursuant to the Reduced Offer.

None of the members of the Board of Directors, and to the best knowledge of the Company, none of the Company’s executive officers, affiliates or subsidiaries currently intends to tender shares of Common Stock held of record or beneficially by such person for purchase pursuant to the Reduced Offer.

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 of the Company 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.

(1) 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.

On May 26, 2004, the Company announced a memorandum of understanding with the plaintiffs in the consolidated putative stockholder class action suits filed in Delaware and California, providing for the settlement of such actions. These actions were described in prior amendments to this Schedule 14D-9.

Copies of the press release announcing the proposed settlement and the memorandum of understanding are attached as exhibits (a)(103) and (e)(13) to this Schedule 14D-9, respectively, and are incorporated herein by this reference.


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, 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)
(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 (18)
(a)(73)		Message sent to PeopleSoft employees (18)
(a)(74)		Press release issued by PeopleSoft on February 9, 2004 (19)
(a)(75)		Letter to employees dated February 9, 2004 (19)
(a)(76)		Letter to customers dated February 9, 2004 (19)
(a)(77)		E-mail sent to PeopleSoft employees on February 25, 2004 (20)
(a)(78)		E-mail sent to PeopleSoft employees on February 27, 2004 (20)
(a)(79)		Investor presentation materials (20)
(a)(80)		Press release issued by PeopleSoft on February 10, 2004 (20)
(a)(81)		Press release issued by U.S. Department of Justice on February 26, 2004 (20)
(a)(82)		Press release issued by PeopleSoft on February 26, 2004 (20)
(a)(83)		Order entered by the Superior Court of California, County of Alameda, overruling Defendants’ Demurrer to Plaintiffs’ Second Amended Complaint (20)
(a)(84)		Order entered by the Superior Court of California, County of Alameda, denying Defendants’ Motion to Strike Portions of Plaintiffs’ Second Amended Complaint (20)
(a)(85)		Letter to stockholders dated March 3, 2004 (20)
(a)(86)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 4, 2004(21)
(a)(87)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 9, 2004(21)
(a)(88)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 12, 2004(21)
(a)(89)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(90)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(91)		Press release issued by PeopleSoft on March 19, 2004(22)
(a)(92)		Presentation given at PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(93)		Transcript of PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(94)		Press release issued by PeopleSoft on March 25, 2004(22)
(a)(95)		Transcript of conference call held by PeopleSoft on January 29,2004 (incorporated by reference to Exhibit 99.2 to PeopleSoft’s February 4, 2004 Form 8-K)
(a)(96)		Redacted version of the Cross-complaint filed by Oracle in the Superior Court of the State of California, County of Alameda(23)
(a)(97)		Press release issued by the Michigan Attorney General’s Office on April 7, 2004(23)
(a)(98)		Press release issued by the Ohio Attorney General’s Office on April 9, 2004(23)
(a)(99)		Excerpts from transcript of conference call held by PeopleSoft on April 22, 2004(24)
(a)(100)		Press release issued by PeopleSoft on May 14, 2004(25)
(a)(101)		Excerpts from transcript of PeopleSoft’s 2004 Leadership Summit News Conference held on May 18, 2004(25)
(a)(102)		Press release issued by PeopleSoft on May 26, 2004
(a)(103)		Press release issued by PeopleSoft on May 26, 2004
(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)
(e)(12)		Excerpts from PeopleSoft’s Definitive Proxy Statement dated February 20, 2004 relating to the 2004 Annual Meeting of Stockholders (22)
(e)(13)		Memorandum of understanding regarding settlement of stockholder class actions

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.


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,


		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)


(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 (18)
(a)(73)		Message sent to PeopleSoft employees (18)
(a)(74)		Press release issued by PeopleSoft on February 9, 2004 (19)
(a)(75)		Letter to employees dated February 9, 2004 (19)
(a)(76)		Letter to customers dated February 9, 2004 (19)
(a)(77)		E-mail sent to PeopleSoft employees on February 25, 2004 (20)
(a)(78)		E-mail sent to PeopleSoft employees on February 27, 2004 (20)
(a)(79)		Investor presentation materials (20)
(a)(80)		Press release issued by PeopleSoft on February 10, 2004 (20)
(a)(81)		Press release issued by U.S. Department of Justice on February 26, 2004 (20)
(a)(82)		Press release issued by PeopleSoft on February 26, 2004 (20)
(a)(83)		Order entered by the Superior Court of California, County of Alameda, overruling Defendants’ Demurrer to Plaintiffs’ Second Amended Complaint (20)
(a)(84)		Order entered by the Superior Court of California, County of Alameda, denying Defendants’ Motion to Strike Portions of Plaintiffs’ Second Amended Complaint (20)
(a)(85)		Letter to stockholders dated March 3, 2004 (20)
(a)(86)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 4, 2004(21)
(a)(87)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 9, 2004(21)
(a)(88)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 12, 2004(21)
(a)(89)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(90)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(91)		Press release issued by PeopleSoft on March 19, 2004(22)
(a)(92)		Presentation given at PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(93)		Transcript of PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(94)		Press release issued by PeopleSoft on March 25, 2004(22)
(a)(95)		Transcript of conference call held by PeopleSoft on January 29,2004 (incorporated by reference to Exhibit 99.2 to PeopleSoft’s February 4, 2004 Form 8-K)
(a)(96)		Redacted version of the Cross-complaint filed by Oracle in the Superior Court of the State of California, County of Alameda(23)
(a)(97)		Press release issued by the Michigan Attorney General’s Office on April 7, 2004(23)
(a)(98)		Press release issued by the Ohio Attorney General’s Office on April 9, 2004(23)
(a)(99)		Excerpts from transcript of conference call held by PeopleSoft on April 22, 2004(24)
(a)(100)		Press release issued by PeopleSoft on May 14, 2004(25)
(a)(101)		Excerpts from transcript of PeopleSoft’s 2004 Leadership Summit News Conference held on May 18, 2004(25)
(a)(102)		Press release issued by PeopleSoft on May 26, 2004
(a)(103)		Press release issued by PeopleSoft on May 26, 2004
(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)
(e)(12)		Excerpts from PeopleSoft’s Definitive Proxy Statement dated February 20, 2004 relating to the 2004 Annual Meeting of Stockholders (22)
(e)(13)		Memorandum of understanding regarding settlement of stockholder class actions

17 EX-99.(A)(102) 2 f97751a4exv99wxayx102y.txt EXHIBIT (A)(102) EXHIBIT (a)(102) PEOPLESOFT BOARD RECOMMENDS STOCKHOLDERS REJECT ORACLE'S REDUCED UNSOLICITED OFFER PLEASANTON, CALIF. - MAY 26, 2004 - PeopleSoft, Inc. (Nasdaq: PSFT) announced today that its Board of Directors unanimously recommends that PeopleSoft stockholders reject Oracle Corporation's (Nasdaq: ORCL) reduced unsolicited offer to purchase all PeopleSoft shares for $21.00 per share and not tender their shares to Oracle. The Board made its recommendation after careful consideration, including a thorough review with its financial and legal advisors, and acted upon the recommendation of its Transaction Committee of independent directors. The Board also received the opinions of Citigroup Global Markets Inc. and Goldman, Sachs & Co. that as of May 25, 2004 the Oracle offer was inadequate from a financial point of view. The Board concluded that the reduced offer is inadequate and does not reflect PeopleSoft's real value. The Board also believes that there is a significant likelihood that the transaction will be prohibited under antitrust law. ABOUT PEOPLESOFT PeopleSoft (Nasdaq: PSFT) is the world's second largest provider of enterprise application software with 12,200 customers in more than 25 industries and 150 countries. For more information, visit us at www.peoplesoft.com. IMPORTANT ADDITIONAL INFORMATION PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle's tender offer. PeopleSoft stockholders should read the Schedule 14D-9 (including any amendments or supplements) because these documents contain important information. 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. FORWARD-LOOKING STATEMENTS This press release may contain forward-looking statements that state PeopleSoft's intentions, beliefs, expectations, or predictions for the future. You are cautioned that these statements are only predictions and may differ materially from actual future events or results. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them. The specific forward-looking statements relate to such matters as the impact of PeopleSoft's combination with J.D. Edwards including the integration, the profitability of our international operations, and the combined Company's projected financial performance. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause PeopleSoft's actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include: our ability to successfully complete the integration of J.D. Edwards into PeopleSoft and to achieve anticipated synergies; the costs and disruption to our business arising from the Oracle tender offer; economic and political conditions in the U.S. and abroad; the ability to complete and deliver products and services within currently estimated time frames and budgets; the ability to manage expenses effectively; the ability to achieve revenue from products and services that are under development; competitive and pricing pressures; and other risks referenced from time to time in PeopleSoft's filings with the Securities and Exchange Commission. Please refer to PeopleSoft's most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q for more information on the risk factors that could cause actual results to differ. CONTACTS Steve Swasey PeopleSoft, Inc. Public Relations (925) 694-5230 steve_swasey@peoplesoft.com Bob Okunski PeopleSoft, Inc. Investor Relations (877) 528-7413 bob_okunski@peoplesoft.com Joele Frank/Eric Brielmann Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 jf@joelefrank.com/ewb@joelefrank.com EX-99.(A)(103) 3 f97751a4exv99wxayx103y.txt EXHIBIT (A)(103) EXHIBIT (a)(103) PEOPLESOFT ANNOUNCES SETTLEMENT OF STOCKHOLDER CLASS ACTIONS STOCKHOLDER PLAINTIFFS BELIEVE CUSTOMER ASSURANCE PROGRAM SERVES LEGITIMATE PURPOSE PLEASANTON, CALIF. - MAY 26, 2004 - PeopleSoft, Inc. (Nasdaq: PSFT) announced today a memorandum of understanding for settlement of all class actions filed by stockholder plaintiffs. Under the memorandum of understanding, if the current Customer Assurance Program is extended past June 30, 2004, the terms in new contracts will be limited to actions by Oracle. Based upon the actions of the Department of Justice and the European Commission and the current status of their antitrust reviews, discovery to date, and subject to customary confirmatory discovery, the stockholder class action plaintiffs believe that PeopleSoft's Customer Assurance Program, as it relates to Oracle, serves a legitimate purpose in light of Oracle's tender offer and other conduct. The plaintiffs have agreed to dismiss all claims against PeopleSoft and its Board. The settlement is subject to the execution of definitive settlement documents and approval by the Delaware Court of Chancery. Additional terms of the settlement include that PeopleSoft will amend its shareholder rights plan to provide that redemption decisions during the next two years will be made by its independent directors, and will amend its bylaws to allow stockholder nominations for election of directors until 95 days before the anniversary of the previous year's annual meeting. The settlement also provides for the payment of attorneys' fees and expenses of the stockholder plaintiffs in an amount to be determined by the Court as fair and reasonable. The Company stated: "This settlement puts the stockholder litigation behind us. We are pleased that the stockholder plaintiffs recognize the legitimacy of the Customer Assurance Program. We believe the program assures customers of the soundness of their investment in PeopleSoft products and stockholders that the value of their investment is protected." The memorandum of understanding will be filed as an exhibit to PeopleSoft's Amended Schedule 14D-9. ABOUT PEOPLESOFT PeopleSoft (Nasdaq: PSFT) is the world's second largest provider of enterprise application software with 12,200 customers in more than 25 industries and 150 countries. For more information, visit us at www.peoplesoft.com. IMPORTANT ADDITIONAL INFORMATION PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle's tender offer. PeopleSoft stockholders should read the Schedule 14D-9 (including any amendments or supplements) because these documents contain important information. 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. FORWARD-LOOKING STATEMENTS This press release may contain forward-looking statements that state PeopleSoft's intentions, beliefs, expectations, or predictions for the future. You are cautioned that these statements are only predictions and may differ materially from actual future events or results. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them. The specific forward-looking statements relate to such matters as the impact of PeopleSoft's combination with J.D. Edwards including the integration, the profitability of our international operations, and the combined Company's projected financial performance. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause PeopleSoft's actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include: our ability to successfully complete the integration of J.D. Edwards into PeopleSoft and to achieve anticipated synergies; the costs and disruption to our business arising from the Oracle tender offer; economic and political conditions in the U.S. and abroad; the ability to complete and deliver products and services within currently estimated time frames and budgets; the ability to manage expenses effectively; the ability to achieve revenue from products and services that are under development; competitive and pricing pressures; and other risks referenced from time to time in PeopleSoft's filings with the Securities and Exchange Commission. Please refer to PeopleSoft's most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q for more information on the risk factors that could cause actual results to differ. CONTACTS Steve Swasey PeopleSoft, Inc. Public Relations (925) 694-5230 steve_swasey@peoplesoft.com Bob Okunski PeopleSoft, Inc. Investor Relations (877) 528-7413 bob_okunski@peoplesoft.com Joele Frank/Eric Brielmann Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 jf@joelefrank.com/ewb@joelefrank.com EX-99.(E)(13) 4 f97751a4exv99wxeyx13y.txt EXHIBIT (E)(13) Exhibit(e)(13) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY IN RE: PEOPLESOFT, INC. SHAREHOLDER ) LITIGATION ) Consolidated ) Civil Action No. 20365-NC ) MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding is entered into as of May 25, 2004, among the parties to the above-captioned action, by their respective undersigned attorneys. WHEREAS, on June 6, 2003, Oracle Corporation announced its intention to commence an unsolicited takeover bid for the shares of PeopleSoft Corporation ("PeopleSoft"), which on June 9, 2003 it subsequently commenced, the terms of which have thereafter from time to time been amended and revised (the "Oracle Tender Offer"); and WHEREAS, on or about June 12, 2003, Thomas Nemes, on his own behalf and on behalf of all other PeopleSoft shareholders (except for certain excluded shareholders) (the "Class Plaintiffs") filed a complaint in the Delaware Court of Chancery (the "Court") challenging the response of PeopleSoft and its Board of Directors (the "Board" and, together with PeopleSoft, the "Defendants") to the Oracle Tender Offer including the adoption of a Customer Assurance Program, as generally described in the amendments to SEC Schedule 14d-9 filed by PeopleSoft ("CAP") (the "Nemes Action"); and WHEREAS, by stipulation and order dated June 25, 2003, the Court consolidated the Nemes Action with related actions filed by Felix Ezeir (CA No. 20349), Teresita Fay (CA No. 20350), Robert Crescente (CA No. 20351), Robert Corwin (CA No. 20352), Ernest Hack (CA No. 20353), and Stephen Padness (CA No. 20358), and by stipulation and order dated July 22, 2003, further consolidated the action filed by Richard Hutchings (CA No. 20403) with all of the foregoing actions (all, collectively, the "Consolidated Nemes Action"); and WHEREAS, the Class Plaintiffs filed an Amended Complaint on or about June 18, 2003, and delivered a proposed Second Amended and Supplemental Complaint on or about November 18, 2003; and WHEREAS, actions similar to the Consolidated Nemes Action were filed in the California Superior Court for the County of Alameda (the "California Court") by Doris Staehr (Case No. RG03100291), the West Virginia Laborers Pension Trust Fund (Case No. RG03100306), Lorrie McBride (Case No. RG03100300), Ray Baldi (Case No. RG03100696), Moshe Panzer (Case No. VG03100876), and Arace Brothers (Case No. VG03101830), which actions were subsequently consolidated by the California Court (all, collectively, the "California Actions", and with the Consolidated Nemes Action, the "Actions"); and WHEREAS, the Parties have engaged in significant document discovery practice, Defendants have responded to substantial discovery requests propounded by the Class Plaintiffs, and Class Plaintiffs have reviewed and analyzed such discovery and other data relevant to the PeopleSoft response to the Oracle offer; and WHEREAS, PeopleSoft adopted the CAP and took other actions (the "PeopleSoft Response") in response to the threat posed to PeopleSoft's business and customer base by the Oracle Tender Offer and by other conduct engaged in by Oracle Corporation (with the Oracle Tender Offer, the "Oracle Conduct"); and WHEREAS, based upon the actions of the United Stated Department of Justice and the European Union and current status of their anti-trust reviews, the discovery to date, and 2 subject to confirmatory discovery, the plaintiffs believe that the Customer Assurance Program as it relates to Oracle serves a legitimate purpose in light of the Oracle Conduct; and WHEREAS, in light of current circumstances and events, including the actions of U.S. and European antitrust regulators, the parties to the Actions have, for many weeks, engaged in arms-length, good faith discussions with regard to the possible settlement of the Actions; and WHEREAS, each Defendant denies having committed or having attempted to commit any violation of law or breach of duty, including breach of any duty to PeopleSoft or its shareholders, or otherwise having acted improperly in any respect; and WHEREAS, the parties have reached this agreement in principle (the "Settlement") providing for the proposed settlement of the Actions on the terms and conditions set forth below; and WHEREAS, the parties believe that the Settlement is in the best interests of PeopleSoft shareholders; NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, subject to Final Court Approval, by and among the parties hereto: 1. Principal Terms of Settlement. Subject to the additional conditions, terms and limitations described herein, the parties agree in principle that (a) for any contracts executed prior to July 1, 2004 (the "Preexisting Contracts"), PeopleSoft shall not amend the CAP provision to extend the length of time from the "Schedule Effective Date" (as defined in the Preexisting Contracts) within which PeopleSoft must be "Acquired," or within which the Acquirer's conduct may trigger the CAP, or include such an extension of a preexisting CAP provision in any new or continued support or service agreement that may be executed with the parties to the Preexisting Contracts, (b) from July 1, 2004 until two years after Final Court Approval, if, in response to the Oracle Conduct (including any future actions of Oracle corporation), the Board determines to enter into contracts with customers containing CAP provisions, then under such CAP 3 provisions PeopleSoft will only be deemed to be "Acquired" if Oracle Corporation or one or more of its affiliates directly or indirectly (i) acquires more than 50% of the total voting power represented by PeopleSoft's then outstanding voting securities, (ii) consummates a merger or consolidation with PeopleSoft, or (iii) acquires all or substantially all of PeopleSoft's assets; and (c) from July 1, 2004 until two years after Final Court Approval, in the event PeopleSoft determines to enter into any contracts with customers containing CAP provisions applicable to any prospective acquirer of PeopleSoft other than Oracle Corporation or SAP AG (any such prospective acquirer other than Oracle Corporation or SAP AG being hereafter referred to as a "Bidder"), then (i) such determination must be (x) made with the approval of a least a majority of PeopleSoft's independent directors and (y) promptly announced by PeopleSoft on SEC Form 8-K, with a description of the material terms of the CAP (or, alternatively, a copy of the CAP language shall be annexed to such Form); (ii) any such CAP (a "Bidder CAP") shall be subject to and consistent with the following terms: Acquisition Must occur within a period not longer than two years of the Schedule Effective Date Acquiror conduct Must occur within a period triggering CAP not longer than two (e.g., failure years of the Schedule to support) Effective Date CAP multiplier Not to exceed 5x total fees and (iii) in each report filed by PeopleSoft on SEC Form 10-Q, the amount of the maximum potential liability for any Bidder CAP (the "Maximum Potential Amount") shall be reported. It is the intention of the parties to limit the Maximum Potential Amount for any Bidder to $2.5 billion. Accordingly, in light of the realities of PeopleSoft's business operations, if such Maximum Potential Amount as so reported exceeds $2.5 billion, PeopleSoft shall not thereafter execute contracts with CAP provisions with respect to such Bidder until such time as the reported Maximum Potential Amount is less than $2.0 billion. Further, beginning on October 1, 2004, if the Maximum Potential Amount as so reported exceeds $2.3 billion, PeopleSoft shall not thereafter execute contracts with 4 CAP provisions with respect to such Bidder until such time as the reported Maximum Potential Amount is less than $2.1 billion. The parties further agree (1) to negotiate in good faith a formula to be included in the Stipulation that would permit the limitations on the Maximum Potential Amount to be adjusted in the event of a material change in the level of sales by PeopleSoft, including through acquisitions of additional operations, companies and the like and (2) that PeopleSoft will instruct its sales force to attempt to limit the definition of "Acquired" to that set forth in paragraph 1(b) in the Preexisting Contracts entered into after the execution of this MOU. For purposes of this MOU, the term "Bidder CAP" includes all contracts that contain any form of CAP provision, even if the terms of such CAP provision vary in different contracts. (d) promptly after Final Court Approval, (i) PeopleSoft shall amend its shareholder rights plan to provide that, until two years after Final Court Approval, any decision with respect to whether or not to redeem the rights issued thereunder in response to a tender offer shall be made by the Board in accordance with the recommendation of a majority of its independent directors, and (ii) PeopleSoft shall amend its Bylaws to provide through and including two years after Final Court Approval that the required notice of nomination of candidates for director shall be 95 days rather than 120 days. PeopleSoft further agrees that the Bylaw provision adopted pursuant to this subsection (d)(ii) shall not be amended unless approved by the vote of a majority of PeopleSoft's shares then outstanding. (e) Nothing in this Settlement is intended to or shall be interpreted to alter the Board's fiduciary duties. 2. Discovery. Defendants will provide the Class plaintiffs with such additional discovery, if any, as is mutually agreeable and reasonably necessary to confirm the fairness and adequacy of the settlement contemplated herein. 3. Stipulation of Settlement. The parties to the Actions will attempt in good faith to agree upon and execute an appropriate stipulation of settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval of the Settlement and the dismissal of the Actions upon the terms set forth herein (collectively, the "Settlement Documents"). The Stipulation will provide, inter alia, (i) for certification of a non- 5 opt out settlement class, pursuant to Court of Chancery Rules 23(b)(l), of all PeopleSoft shareholders and their successors in interest and transferees, immediate and remote (except that the class shall not include defendants and their affiliates, or Oracle Corporation and its affiliates), from June 9, 2003, through and including the date of approval of the Settlement (the "Class"); (ii) for entry of judgments dismissing the Actions "with prejudice" and without costs or fees to any party except as expressly provided in this MOU and the Stipulation; (iii) for a complete release and settlement of all claims of stockholders other than those excluded from the Class, and of PeopleSoft, whether asserted directly, derivatively or otherwise, against PeopleSoft, each member of the PeopleSoft Board of Directors, and any of their affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective officers, directors, associates, representatives, attorneys, counselors, financial advisors, investment bankers, consultants, accountants, investment bankers, advisors or agents, heirs, executors, personal representatives, estates or administrators of any of the foregoing (collectively, the "Releasees"), whether known or unknown and whether arising under federal, state or any other law, which have been, or could have been, asserted against any of the Releasees, relating to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing or cause whatsoever, or any series thereof, embraced, involved, set forth in or otherwise related to the Oracle Conduct or the PeopleSoft Response that occurred on or before the date of the Stipulation and are or could have been raised in the Actions or any other action in any other forum (collectively, the "Settled Claims"); provided, however, that the claims to be released shall not include the right of any members of the proposed Class or any of the Defendants to enforce the terms of the Settlement; (iv) that each of the Defendants has denied and continues to deny having committed or attempted to commit any violations of law or 6 breaches of any duty of any kind; (v) that Defendants are entering into the Stipulation because the Settlement would eliminate the burden, risk and expense of further litigation, and it is in the best interest of PeopleSoft and the Class members that they do so; and (vi) that pending Final Court Approval, that plaintiff and all members of the Class, or any of them, are barred and enjoined from commencing, prosecuting, instigating, or in any way participating in the commencement or prosecution of any action (including any of the Actions) asserting any Settled Claims, either directly, representatively, derivatively, or in any other capacity, against any Releasees. In addition, the parties agree to use their good faith efforts to obtain a dismissal or stay in contemplation of dismissal of any action referred to in paragraph 3(vi) and further agree that Defendants shall have the right to withdraw from or terminate this Settlement if such efforts do not result in a dismissal or stay in contemplation of dismissal of such an action. For purposes of further identification of the specific claims being released, plaintiff will prepare and file a further amended complaint. 4. No Effect on Oracle. It is the intention of the parties that this MOU and the settlement contemplated by this MOU shall not be binding, and shall have no preclusive effect, on Oracle, including Oracle's standing to assert any claim; provided, however, that nothing herein is intended to, or shall, confer upon Oracle standing it does not now have or would not otherwise have. 5. Termination. Unless extended by agreement of the parties, this MOU and all rights and obligations under this MOU shall automatically terminate and be of no further force or effect on the earlier of: (i) the execution of the Stipulation contemplated herein or (ii) the fourteenth calendar day after the date of this MOU. (the "Termination Date"). 7 6. Notice and Court Approval. The parties to the Actions will promptly and jointly present to the Court for its approval the form of the Settlement Documents, and upon such approval will present the Settlement to the Court for hearing and approval as soon as practicable following appropriate notice to the class members. PeopleSoft or its successor(s) in interest shall disseminate such notice and shall be solely responsible to pay the costs and expenses related to providing such notice. As used in this Memorandum of Understanding, "Final Court Approval" of the Settlement means that the Court has entered an order approving the Settlement and that such order is finally affirmed on appeal, or the period for appeal shall have expired with no appeal having been taken. Subject to Final Court Approval of the Settlement, counsel to the Class plaintiffs intend to apply to the Court for an award of attorneys' fees and out-of-pocket expenses. Defendants reserve the right to oppose any such application. To the extent awarded by the Court, any such fee shall be paid solely by PeopleSoft or its successor(s) in interest to Prickett, Jones & Elliott, as receiving agent for plaintiffs' counsel, within ten (10) business days after Final Court Approval of the Settlement, except as provided below in the event of an appeal. Approval of such fee application shall not be a condition to settlement. In the event that the Chancery Court approves the settlement and such approval is appealed, PeopleSoft agrees it will put into an interest bearing escrow account satisfactory to plaintiffs' counsel a sum equal to the fees and expenses awarded to plaintiffs' counsel within ten days of the filing of any notice of appeal. 7. Discovery Materials. Within 15 days after Final Court Approval, counsel to the Class plaintiffs shall destroy or return to the producing party any discovery materials produced in the Actions by any defendant or third party, and shall not retain any copies or extracts thereof except that research and file memoranda and similar work product (such as 8 emails, correspondence, pleadings or briefs) that refer to or reflect information from the discovery materials may be maintained by counsel to the Class plaintiffs subject to continued confidential treatment. 8. Other Conditions. The consummation of the Settlement is subject to: (a) the drafting and execution of the Settlement Documents and the other agreements necessary to effectuate the terms of the proposed Settlement on or before the Termination Date; (b) confirmation by plaintiff and his counsel, through appropriate confirmatory discovery pursuant to paragraph 3, that this proposed Settlement is fair, adequate and reasonable; and (c) Final Court Approval of the Settlement and dismissal of the Actions with prejudice and without awarding costs to any party, except as provided herein. This Memorandum of Understanding shall be null and void and of no force and effect if any of these conditions are not met. In such event, this Memorandum of Understanding shall be inadmissible in any proceeding and shall not be deemed to prejudice in any way the positions of the parties with respect to the Actions, or to constitute an admission of fact by any party, and shall not entitle any party to recover any costs or expenses incurred in connection with the implementation of this Memorandum of Understanding. 9. Interim Stay of the Action. The parties to the Actions agree that except as expressly provided herein, the Actions shall be stayed while this MOU remains in force except with respect to any steps necessary for the presentation of the Settlement to the Court for its consideration. Plaintiffs' counsel agree that all Defendants' time to answer or otherwise respond to any discovery requests (other than requests relating to any confirmatory discovery permitted hereunder) that have been filed to date, or that are contemplated to be filed in the Actions, is extended without date, however, to the extent that Defendants provide discovery materials or responses to discovery in the Oracle Delaware action, copies of such discovery or discovery 9 responses shall also be provided to Plaintiff's counsel. Counsel shall enter into such documentation as shall be required to effectuate the foregoing agreements. 10. Miscellaneous. (a) This Memorandum of Understanding may be executed in counterparts by any of the signatories hereto and as so executed shall constitute one agreement; (b) this Memorandum of Understanding and the Settlement contemplated by it shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of laws principles; (c) this Memorandum of Understanding shall be binding upon and inure to the benefit of the parties, the Releasees, and their respective agents, executors, heirs, successors and assigns, subject to the conditions set forth herein; (d) named plaintiffs and their counsel represent and warrant that none of the claims or causes of action asserted in the Actions, including any Settled Claims, have been assigned, encumbered or in any manner transferred in whole or in part; (e) except as provided herein, no Defendant shall bear any expense, cost, damages or fees alleged or incurred by any named plaintiff, any member of the Class or their respective attorneys, experts, advisors, agents or representatives; and (f) neither the existence of this Memorandum of Understanding nor the provisions contained herein shall be deemed a presumption, concession or admission by any Defendant of any breach of duty, liability, default or wrongdoing as to any facts or claims alleged or asserted in the Actions, or in any other actions or proceedings, and shall not be interpreted, construed, deemed, invoked, 10 offered or received in evidence or otherwise used by any person in the Actions or in any other action or proceeding of any nature whatsoever. Dated: May 25, 2004 PRICKETT, JONES & ELLIOTT, P.A. By: /s/ Michael Hanrahan ---------------------------------------------- Michael Hanrahan (#941) Bruce E. Jameson (#2931) 1310 N. King Street P.O. Box 1328 Wilmington, DE 19899-1328 (302) 888-6500 Lead Counsel for Plaintiffs POTTER ANDERSON & CORROON LLP By: /s/ Donald J. Wolfe, Jr. ---------------------------------------------- Donald J. Wolfe, Jr. (#285) 1313 North Market Street Hercules Plaza, 6th Floor P. O. Box 951 Wilmington, Delaware 19899 (302) 984-6000 Counsel for Defendants 636306 11 -----END PRIVACY-ENHANCED MESSAGE-----

(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 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.

(18)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 18 to Schedule 14D-9 filed with the SEC February 4, 2004.

(19)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 19 to Schedule 14D-9 filed with the SEC February 9, 2004.

(20)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 20 to Schedule 14D-9 filed with the SEC March 4, 2004.

(21)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 21 to Schedule 14D-9 filed with the SEC March 15, 2004.

(22)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 22 to Schedule 14D-9 filed with the SEC March 29, 2004.

(23)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 23 to Schedule 14D-9 filed with the SEC April 13, 2004.

(24)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 24 to Schedule 14D-9 filed with the SEC April 28, 2004.

(25)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 25 to Schedule 14D-9 filed with the SEC May 20, 2004.


		PEOPLESOFT, INC.

	By:	/s/ KEVIN T. PARKER

		Kevin T. Parker Executive Vice President Finance and Administration, Chief Financial Officer

Date: May 26, 2004

(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 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.

(18)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 18 to Schedule 14D-9 filed with the SEC February 4, 2004.

(19)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 19 to Schedule 14D-9 filed with the SEC February 9, 2004.

(20)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 20 to Schedule 14D-9 filed with the SEC March 4, 2004.

(21)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 21 to Schedule 14D-9 filed with the SEC March 15, 2004.

(22)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 22 to Schedule 14D-9 filed with the SEC March 29, 2004.

(23)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 23 to Schedule 14D-9 filed with the SEC April 13, 2004.

(24)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 24 to Schedule 14D-9 filed with the SEC April 28, 2004.

(25)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 25 to Schedule 14D-9 filed with the SEC May 20, 2004.