-----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, M5q9qGw1MHrZw5x8q1yNZnoaD3+nz74IEvdOuaU+ouj4oEkKxyDb7ajWqoCsu8sI VVO/4Ig47mRP/1in3sPZ/g== 0000891618-04-001267.txt : 20041005 0000891618-04-001267.hdr.sgml : 20041005 20041005172309 ACCESSION NUMBER: 0000891618-04-001267 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20041005 DATE AS OF CHANGE: 20041005 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: 041066790 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 f01945a1sc14d9za.htm AMENDMENT NO. 38 TO SCHEDULE 14D-9 sc14d9za
 



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. 38)

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)


David A. Duffield, Chief Executive Officer
Kevin T. Parker, Co-President and Chief Financial Officer
W. Philip Wilmington, Co-President
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 3, 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.

2


 

Item 3. Past Contacts, Transactions, Negotiations and Agreements

     Item 3 is hereby amended and supplemented by the information provided under “Employment Matters” in Item 8 below.

Item 6. Interest in Securities of the Subject Company

     Item 6 is hereby amended and supplemented as follows:

     Except as described below and except as disclosed in the Schedule 14D-9 previously filed by the Company, as subsequently amended, no transactions with respect to the Common Stock 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.

                                   
                    Number Shares      
    Date of   Nature of   of Common      
Name   Transaction   Transaction   Stock   Purchase/Sale Price  
David A. Duffield     9/22/04       Disposition (1)     25,000     $ 19.26    
David A. Duffield     9/29/04       Disposition (1)     25,000     $ 19.91    

(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.

Item 8. Additional Information

     Item 8 is hereby amended and supplemented as follows:

Connect 2004 Conference

     On September 21, 2004, Craig A. Conway delivered a keynote address at the Connect 2004 conference, excerpts of which are attached as exhibit (a)(113) to this Schedule 14D-9 and are incorporated herein by this reference.

     On September 21, 2004, the Company held a media and analyst news conference at its Connect 2004 conference, excerpts of which are attached as exhibit (a)(114) to this Schedule 14D-9 and are incorporated herein by this reference.

Employment Matters

     On September 30, 2004, the Board of Directors, acting on the unanimous recommendation resulting from a joint meeting of the Corporate Governance/Nominating Committee and the Compensation Committee of the Board (which Committees collectively consist of the five independent directors who also constitute the Transaction Committee of the Board), determined by a unanimous vote of all directors casting votes (David A. Duffield and Aneel Bhusri abstained and Craig A. Conway was not present) to terminate Mr. Conway’s employment as President and Chief Executive Officer, effective at 12:01 a.m. on October 1, 2004. Mr. Conway also resigned from the Board on the evening of October 1, 2004. The Board of Directors appointed Mr. Duffield as Chief Executive Officer of the Company, Kevin T. Parker and W. Philip Wilmington as Co-Presidents, and Mr. Bhusri as Vice Chairman of the Board. On October 1, 2004, the Company issued a press release announcing these and other matters, a copy of which is attached as exhibit (a)(115) to this Schedule 14D-9 and is incorporated herein by this reference.

     In connection with such appointments, the Compensation Committee approved an annual salary of $750,000 for each of Messrs. Parker and Wilmington and a guaranteed $500,000 bonus for the first 12 months of employment in this position, with annual bonuses thereafter subject to the achievement of performance criteria to be set by the Compensation Committee. Messrs. Parker and Wilmington did not receive any additional equity awards in connection with their appointments. Mr. Duffield will receive a salary of $1 per year for serving as Chief Executive Officer, and Mr. Bhusri will receive no additional compensation for serving as Vice Chairman. The Compensation Committee also approved modifications to the Severance Policy – Executive Vice Presidents to provide that Messrs. Parker and Wilmington continue to be eligible to receive severance benefits under the policy, notwithstanding their changes in job title. In connection with such amendment, the definition of “Constructive Discharge” was amended to provide that any person serving as a President or Co-President prior to a change of control will be deemed to have experienced a Constructive Discharge after a change of control, even if he continues to be employed by the Company or its acquiror, and regardless of his job description or duties and responsibilities after a change of control.

Public Announcements

     On September 23, 2004, the Company issued a press release announcing that, with one week remaining in its fiscal third quarter, it had already exceeded Oracle’s application license revenue for their fiscal first quarter ended August 31, 2004. A copy of the press release is attached as exhibit (a)(116) to this Schedule 14D-9 and is incorporated herein by this reference.

     On October 1, 2004, the United States Department of Justice announced, and the Company first learned, that the Department of Justice would not appeal the decision of the U.S. District Court for the Northern District of California in the Oracle antitrust case. Subsequently, on October 1, 2004, the Company issued a press release commenting on the Department of Justice’s announcement. A copy of this release is attached as exhibit (a)(117) and is incorporated herein by this reference.

3


 

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)

4


 

     
(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)

5


 

     
(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)(22)
(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(26)
(a)(103)   Press release issued by PeopleSoft on May 26, 2004(26)
(a)(104)   Redacted version of the Amended Complaint for Declaratory and Injunctive Relief filed by Oracle and Pepper Acquisition Corp. in the Delaware Court of Chancery(31)
(a)(105)   E-mail sent to PeopleSoft employees on July 2, 2004(32)
(a)(106)   Press release issued by PeopleSoft on July 7, 2004(33)
(a)(107)   Transcript of conference call held by PeopleSoft on July 27, 2004 (incorporated by reference to Exhibit 99.1 to PeopleSoft’s August 2, 2004 Form 8-K)(34)
(a)(108)   Excerpts from transcript of the Adams Harkness Annual Summer Seminar held on August 4, 2004(34)
(a)(109)   Press release issued by PeopleSoft on September 9, 2004(35)
(a)(110)   Letter sent to PeopleSoft employees on September 9, 2004(35)
(a)(111)   Letter sent to PeopleSoft customers on September 9, 2004(36)
(a)(112)   Letter sent to PeopleSoft prospective clients on September 10, 2004(36)
(a)(113)   Excerpts from transcript of Connect 2004 keynote address
(a)(114)   Excerpts from transcript of Connect 2004 media and analyst news conference
(a)(115)   Press release issued by PeopleSoft on October 1, 2004
(a)(116)   Press release issued by PeopleSoft on September 23, 2004
(a)(117)   Press release issued by PeopleSoft on October 1, 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(26)
(e)(14)   Amendment to memorandum of understanding regarding settlement of stockholder class actions(27)
(e)(15)   White paper dated February 1, 2004(28)
(e)(16)   June 15, 2004 weblog postings(28)
(e)(17)   Second amendment to memorandum of understanding regarding settlement of stockholder class actions(28)
(e)(18)   Amended Executive Severance Policy—Executive Vice Presidents, amended as of June 14, 2004(29)
(e)(19)   Amended Executive Severance Policy—Senior Vice Presidents, amended as of June 14, 2004(29)
(e)(20)   June 16 and 17, 2004 weblog postings(29)
(e)(21)   Stipulation and Agreement of Compromise, Settlement and Release dated June 17, 2004(29)
(e)(22)   June 20, 21 and 23, 2004 weblog postings(30)
(e)(23)   June 26, 28 and 30, and July 1, 2004 weblog postings(31)
(e)(23)(a)   Chart referred to in the “The Government Rests” weblog posting(31)
(e)(24)   July 2, 2004 weblog postings(32)
(e)(25)   Terms of Amended Customer Assurance Program approved July 6, 2004(32)
(e)(26)   July 20, and August 4, 2004 weblog postings(34)
(e)(27)   Addendum to Employment Contract between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.8 filed with PeopleSoft’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004)(34)


(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.
 
(26)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 26 to Schedule 14D-9 filed with the SEC May 27, 2004.
 
(27)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 27 to Schedule 14D-9 filed with the SEC June 14, 2004.
 
(28)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 28 to Schedule 14D-9 filed with the SEC June 16, 2004.
 
(29)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 29 to Schedule 14D-9 filed with the SEC June 18, 2004.
 
(30)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 30 to Schedule 14D-9 filed with the SEC June 28, 2004.
 
(31)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 31 to Schedule 14D-9 filed with the SEC July 2, 2004.
 
(32)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 32 to Schedule 14D-9 filed with the SEC July 7, 2004.
 
(33)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 33 to Schedule 14D-9 filed with the SEC July 7, 2004.
 
(34)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 34 to Schedule 14D-9 filed with the SEC August 12, 2004.
 
(35)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 35 to Schedule 14D-9 filed with the SEC September 9, 2004.
 
(36)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 36 to Schedule 14D-9 filed with the SEC September 10, 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
Co-President and Chief Financial Officer
         
Date: October 5, 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 (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)(22)
(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(26)
(a)(103)   Press release issued by PeopleSoft on May 26, 2004(26)
(a)(104)   Redacted version of the Amended Complaint for Declaratory and Injunctive Relief filed by Oracle and Pepper Acquisition Corp. in the Delaware Court of Chancery(31)
(a)(105)   E-mail sent to PeopleSoft employees on July 2, 2004(32)
(a)(106)   Press release issued by PeopleSoft on July 7, 2004(33)
(a)(107)   Transcript of conference call held by PeopleSoft on July 27, 2004 (incorporated by reference to Exhibit 99.1 to PeopleSoft’s August 2, 2004 Form 8-K)(34)
(a)(108)   Excerpts from transcript of the Adams Harkness Annual Summer Seminar held on August 4, 2004(34)
(a)(109)   Press release issued by PeopleSoft on September 9, 2004(35)
(a)(110)   Letter sent to PeopleSoft employees on September 9, 2004(35)
(a)(111)   Letter sent to PeopleSoft customers on September 9, 2004(36)
(a)(112)   Letter sent to PeopleSoft prospective clients on September 10, 2004(36)
(a)(113)   Excerpts from transcript of Connect 2004 keynote address
(a)(114)   Excerpts from transcript of Connect 2004 media and analyst news conference
(a)(115)   Press release issued by PeopleSoft on October 1, 2004
(a)(116)   Press release issued by PeopleSoft on September 23, 2004
(a)(117)   Press release issued by PeopleSoft on October 1, 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(26)
(e)(14)   Amendment to memorandum of understanding regarding settlement of stockholder class actions(27)
(e)(15)   White paper dated February 1, 2004(28)
(e)(16)   June 15, 2004 weblog postings(28)
(e)(17)   Second amendment to memorandum of understanding regarding settlement of stockholder class actions(28)
(e)(18)   Amended Executive Severance Policy—Executive Vice Presidents, amended as of June 14, 2004(29)
(e)(19)   Amended Executive Severance Policy—Senior Vice Presidents, amended as of June 14, 2004(29)
(e)(20)   June 16 and 17, 2004 weblog postings(29)
(e)(21)   Stipulation and Agreement of Compromise, Settlement and Release dated June 17, 2004(29)
(e)(22)   June 20, 21 and 23, 2004 weblog postings(30)
(e)(23)   June 26, 28 and 30, and July 1, 2004 weblog postings(31)
(e)(23)(a)   Chart referred to in the “The Government Rests” weblog posting(31)
(e)(24)   July 2, 2004 weblog postings(32)
(e)(25)   Terms of Amended Customer Assurance Program approved July 6, 2004(32)
(e)(26)   July 20, and August 4, 2004 weblog postings(34)
(e)(27)   Addendum to Employment Contract between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.8 filed with PeopleSoft’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004)(34)


(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.
 
(26)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 26 to Schedule 14D-9 filed with the SEC May 27, 2004.
 
(27)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 27 to Schedule 14D-9 filed with the SEC June 14, 2004.
 
(28)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 28 to Schedule 14D-9 filed with the SEC June 16, 2004.
 
(29)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 29 to Schedule 14D-9 filed with the SEC June 18, 2004.
 
(30)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 30 to Schedule 14D-9 filed with the SEC June 28, 2004.
 
(31)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 31 to Schedule 14D-9 filed with the SEC July 2, 2004.
 
(32)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 32 to Schedule 14D-9 filed with the SEC July 7, 2004.
 
(33)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 33 to Schedule 14D-9 filed with the SEC July 7, 2004.
 
(34)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 34 to Schedule 14D-9 filed with the SEC August 12, 2004.
 
(35)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 35 to Schedule 14D-9 filed with the SEC September 9, 2004.
 
(36)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 36 to Schedule 14D-9 filed with the SEC September 9, 2004.

10 EX-99.(A)(113) 2 f01945a1exv99wxayx113y.txt EXHIBIT (A)(113) EXHIBIT (a)(113) The following text contains excerpts from Craig A. Conway's keynote address to the Connect 2004 Conference held on September 21, 2004. Certain portions of the transcript that do not relate to Oracle's tender offer have been redacted. - -------------------------------------------------------------------------------- Craig Conway: Thank you. Good morning. Welcome to the PeopleSoft 2004 Connect Conference. [Text Redacted] So before we get started, let me ask you a question. Have you ever had a bad dream that just wouldn't seem to end? [Laughter and applause] We have. And ours has been going on for 15 months. I'm sure you all saw the U.S. District Court decision a couple of weeks ago, which effectively means that this dream, this saga, is going to just keep going on. In a letter to customers that I sent that day, I shared my thoughts about what this decision meant for PeopleSoft and what it does not mean for PeopleSoft. Most importantly, it does not mean that PeopleSoft will be acquired by Oracle. In fact in that letter- [Applause and cheering] In fact in that letter I summarized some other key issues, including the Department of Justice which could appeal the decision, the ongoing antitrust investigation by the European Commission which already issued a statement of objections, PeopleSoft shareholder rights initiative or the so-called "poison pill", and finally, PeopleSoft's lawsuit against Oracle which seeks an injunction and also monetary damages. So those were my thoughts that day. Actually those are my thoughts today. In fact, that's all I'm allowed to say by our attorneys. But you may be interested to know that there are actually only about 1,500 customers in the audience today. Everybody else is an attorney here today. [Laughter] [Text Redacted] The third thing we did in the last 12 months was we introduced some very innovative new products. Even though we were dealing with a total ownership experience, we're dedicating more than half of our developers, even though we were working on a combination of PeopleSoft and J.D. Edwards, even though we were dealing with a hostile tender offer from Oracle which seem designed to kind of harm our business, we still managed to release a number of really great products. [Text Redacted] EX-99.(A)(114) 3 f01945a1exv99wxayx114y.txt EXHIBIT (A)(114) Exhibit (a)(114) The following text contains excerpts from the PeopleSoft Connect 2004 Media and Analyst News Conference held on September 21, 2004. Certain portions of the transcript that do not relate to Oracle's tender offer have been redacted. ================================================================================ [Text Redacted] Female voice: Secondly, as Craig Conway mentioned as in his keynote, and as Connect is a celebration of our customers, partners and technology, we will not be answering any questions relating to Oracle's possible bid, but would encourage you to read our September 9th press release, which is our last public statement on this issue. [Text Redacted] Craig Conway: Thank you, Kara. Good morning. Thank you all for coming. [Text Redacted] We did that very consciously because PeopleSoft has accomplished an enormous amount of things in the last 12 months. It's been a little bit like a very beautiful piece of music on a radio station with some static on it. The static on PeopleSoft's year has been the approach by Oracle and it's distracted, detracted from all of the accomplishments of PeopleSoft during that period of time. So I recapped those in my keynote presentation this morning, specifically the total ownership experience initiative, to improve the installation and configuration,implementation integration, upgrade, user interface of PeopleSoft products by 60 percent. And how we have delivered about two-thirds of that promise and will deliver the rest of that in the early part of 2005. It's been a huge, huge investment on PeopleSoft's part. It involved more than 50 percent of our developers in the last 12 months, so we're very proud of that. The combination with J.D. Edwards was our second accomplishment for the last 12 months. This combination, on the surface, has so many things that were strong advantages: the vertical industry, additional vertical industry expertise that it brought to PeopleSoft, an asset-intensive industry. The expertise in selling to the mid-market international scale. Most importantly, the potential of developing the strongest integrated manufacturing product in the world--the strongest core manufacturing product in the world. We believe that we have delivered on that in the last 12 months, well beyond expectations. I'm sure all of you or most of you who were last year, reception at the time was polite. The reception at the time was encouraging. But there was certainly not a high degree of confidence that PeopleSoft could really capitalize on the combination with J. D. Edwards, particularly in light of the size of the combination, and the approach from Oracle during the same period of time. But we did it. We added a litany of core advantages to Enterprise One and World customers. We had 145 enhancements to the World product and continued regulatory updates. We configured a small business solution called World Express, which also was done in conjunction with IBM. [Text Redacted] Those were the major accomplishments in the last 12 months. It has been a little bit like static on the line because it's been distracting. It has to some extent detracted from how strong PeopleSoft has been. I heard the collective groan when the voice over this morning said I'm not going to answer any questions about Oracle. In reality, everything that has happened with the Oracle saga has been filed in a 14-D9. You can actually read about it. Every question about the future would be pure speculation. So that's the reason that we're not going to say any more than what we've already said. What we already said in a letter to our customers was that this decision by the District Court does not mean that PeopleSoft will be acquired by Oracle, there are significant issues. There could be an appeal by the Department of Justice. There is an ongoing investigation by the European Commission. We do have a shareholder rights plan, or a poison pill, and we do have litigation that's getting to the courts system against Oracle, to enjoin their offer, and also seeking monetary damages. So it is ongoing chapter, it's a saga that's going on and on. [Text Redacted] 2 Kara Wilson: Craig, if you could have a seat. I'd like to invite Danny [Saba] and Steve Knowles and Jesper Anderson on stage. There will be runners in the aisles holding paddles for the question and answer session. If you have a question, please raise your hand. [Text Redacted] Ally Gilbert: This is Ally Gilbert with C-Net. Two questions. Is IBM taking an ownership stock in PeopleSoft? And also for Craig: Do you see IBM as a more attractive owner than Oracle? Craig Conway: The answer to your first question is no. [Laughter] Do you want me to answer the second question? [Laughter] Attractive is a rhetorical question. Attractive is an interesting word. . . [Text Redacted] Jesper Anderson: [Text Redacted] Now these two announcements are a sign of our ongoing commitment in the total ownership experience. When we started this journey about 15 months ago, Metagroup released a study shortly thereafter, an independent study, that showed that PeopleSoft already was leading the competition in the area of total cost of ownership. In fact, we were 25% better than Oracle, and a full 51% better and cheaper in total cost of ownership than SAP. Along with these announcements, I'm also pleased to announce a release of an independent study from Princeton Consulting Group. They released a study where they did an in depth analysis of all aspects of the total ownership experience; installation and implementation, usability of applications and the ongoing maintenance. PeopleSoft continues to lead SAP and Oracle in all aspects of that. [Text Redacted] 3 Male Voice: Two questions. The first question is on both Oracle and Lawson's applications business, which were extremely weak this past quarter. Do you think those are company-specific issues or are they industry issues? What's your view on that? A second question - with your announcement with IBM today, does that mean that long-term that PeopleSoft will be moving towards J2EE, HABs in a big way and long-term does that mean Eclipse becomes a very big part of the PeopleSoft development environ? Craig Conway: I'll start off. Others may join in. I was surprised by the Lawson announcement because if there was ever time they got every credibility in the world promoted by Oracle as somehow a competitor in the large-enterprise application space, it was this last quarter and maybe a little bit of the quarter before. They were so delighted with their new-found credibility, they took a full-page ad in the Wall Street Journal and the New York Times saying,"yeah, we are really that good." I forget exactly what it said. If they ever had an opportunity to close business as part of the providers to large and complex companies, it was in these last few months, and with a pretty dismal license revenues performance. Oracle at $69 million dollars I think was the weakest quarter they had in seven or eight years. I do think it is vendor specific. I've said from the beginning that I don't think customers feel that Oracle's applications are as strong as PeopleSoft. I think that our strength of our applications, if anything, has been more reinforced in this last couple of quarters almost as an unforeseen consequence in the trial. All of this stuff came into the public record about PeopleSoft's applications are killing us. We're going to have to do this. We're going to have to do that. We're going to have to use a scorched-earth approach to discounting. [Text Redacted] Male Voice: Hi, I'm Joe [Mims] From the LA Times. I had a customer question and an investor question. The customer question is if I'm a PeopleSoft buyer and I'm getting WebSphere for 4 free, why should I buy BEA? What sort of feedback has been explored and is Conway getting from institutional investors? Are you feeling any more pressure to do something different than you have been doing regarding the thing we're not talking about today. [laughter] Male Voice: Second question first. I think it would be out of bounds of our conference here to talk about what the dialogue between the Board is. They recognize their fiduciary responsibility. I think they've implemented a process that is beyond reproach. We have a transaction committee of independent directors who are really guiding the company through this process and I think that's my comment to that. [Text Redacted] Kara Wilson: Thank you. That concludes our news conference. Have a great afternoon. Thank you. [applause] 5 EX-99.(A)(115) 4 f01945a1exv99wxayx115y.htm EXHIBIT (A)(115) exv99wxayx115y

 

Exhibit (a)(115)

PeopleSoft Appoints Dave Duffield as Chief Executive Officer

Third Quarter License Revenue Expected to Exceed $150 Million

Board Names Kevin Parker and Phil Wilmington Co-Presidents

Aneel Bhusri Elected Vice Chairman of the Board

Craig Conway Terminated as President and CEO

PLEASANTON, Calif. — October 1, 2004 — PeopleSoft, Inc. (Nasdaq: PSFT) today announced that its Board of Directors has voted to appoint Dave Duffield, PeopleSoft’s founder and Chairman, as the Company’s Chief Executive Officer. In addition, the Company announced the appointment of Kevin Parker and Phil Wilmington as Co-Presidents, and Aneel Bhusri as Vice Chairman of the Board. All of the changes are effective immediately.

These appointments followed the Board’s decision to terminate Craig Conway as President and CEO of the Company, effective immediately. The Board said its decision resulted from a loss of confidence in Mr. Conway’s ability to continue to lead the Company. All of these decisions received the unanimous vote of the independent directors. The Board would like to thank Mr. Conway for his contributions to PeopleSoft.

Speaking on behalf of the Board of Directors, A. George “Skip” Battle said, “The Board has asked Dave to assume the leadership of PeopleSoft. We are grateful and delighted that Dave will be guiding the Company with the innovative spirit and values upon which PeopleSoft was founded.

“The Board has great confidence in Kevin Parker and Phil Wilmington operating as Co-Presidents. Kevin will be responsible for internal operations and remain Chief Financial Officer, and Phil will assume responsibility for world wide field operations. As Vice Chairman, Aneel Bhusri will focus on our product and technology strategy. We believe all of these changes are in the best interests of our stockholders.

“I am excited to be returning to PeopleSoft on a full time basis and look forward to working with our strong, talented senior management team,” said Dave Duffield. “My priority is to build on the core values on which this company was founded. We will focus on technology innovation, a relentless commitment to our customers, and a renewed drive to keep PeopleSoft a great place to work for all employees.”

Kevin Parker, Co-President and CFO, commenting on the Company’s preliminary results for the quarter ending September 30, 2004, said, “License revenues for the third quarter are expected to exceed $150 million. We have had great success with both new and existing customers. Our performance demonstrates PeopleSoft’s continuing competitive strength and ability to perform.”

Commenting on Oracle’s tender offer, Mr. Battle noted that all decisions with respect to Oracle’s tender offer have been made on the unanimous recommendation of the Transaction Committee of the Board. Members of the Transaction Committee of independent directors are Skip Battle, Frank Fanzilli, Steven Goldby, Michael Maples and Cyril Yansouni.

Company to Host Conference Call

PeopleSoft will host a conference call today, October 1, 2004, at 7:00 AM PT / 10:00 AM ET to discuss

 


 

today’s announcement. Interested parties may participate by dialing 800-218-8862, passcode: PeopleSoft. Please dial in at least ten minutes prior to the start of the call. International callers may dial 303-275-2170, passcode: PeopleSoft. In addition, a live audio-only web cast of the call will be made available in the Investor Relations section of the Company’s web site at www.peoplesoft.com. A replay of the call will be made available for 48 hours following the call and will be accessible by dialing 800-405-2236, or for international callers, 303-590-3000, passcode: 11010851.

Executive Biographies

David A. Duffield
David A. Duffield is a founder of PeopleSoft and has served as Chairman of the Board since PeopleSoft’s incorporation in 1987. He also served as Chief Executive Officer from August 1987 through September 1999 and President from August 1987 through May 1999. Prior to founding PeopleSoft, he was a founder and Chairman of the Board of Integral, a supplier of human resource and financial applications software, from 1972 through 1987. Mr. Duffield also served as Integral’s Chief Executive Officer. Mr. Duffield was the co-founder of Information Associates (now a subsidiary of Systems and Computer Technology). He holds a B.S. degree in electrical engineering and an M.B.A. degree from Cornell University.

Kevin Parker
As chief financial officer, Kevin Parker has managed PeopleSoft’s worldwide financial functions and reporting. Parker also is responsible for the company’s administration, human resources, legal, facilities, and IT organization worldwide.

Prior to joining PeopleSoft, Parker served as chief financial officer for Aspect Communications Corp. Parker also held senior management positions at Fujitsu Computer Products of America, Standard Microsystems, and Toshiba America. Parker attended Clarkson University, where he received a bachelor’s degree in accounting. Parker is also a Henry Crown Fellow at the Aspen Institute. In 2000, CFO Magazine named Parker as one of 20 chief financial officers who will make a difference in the next decade.

Phil Wilmington
Phil Wilmington has been responsible for PeopleSoft’s operations in the Americas. He is responsible for all aspects of product sales, services, support and business alliances.

Wilmington has spent more than 20 years in the technology industry, with the last 16 in executive field management. He has spent his career committed to leading customer-focused field operations, and has held various executive management positions during his 11-year career at PeopleSoft.

Prior to joining PeopleSoft, Wilmington served for three years as executive vice president of field operations at Trinet, Inc., and three years as vice president of sales and operations at Tesseract Corp. He holds a bachelor’s degree in marketing and business administration from Bradley University.

Aneel Bhusri
Aneel Bhusri, a director of PeopleSoft since March 1999, is currently a General Partner with Greylock Management Corporation, an early stage venture capital firm with offices in San Mateo, California and Waltham, Massachusetts. Aneel served in a variety of management positions at PeopleSoft from 1993 through December 2002, including Senior Vice President, Product Strategy, Marketing and Business Development. Prior to joining PeopleSoft, Mr. Bhusri served as an associate at Norwest Venture Partners and spent several years in Morgan Stanley’s corporate finance organization working with the firm’s high-tech clients. He holds a B.S. degree in electrical engineering and economics from Brown University and an M.B.A. degree from Stanford University.

About PeopleSoft

PeopleSoft (Nasdaq: PSFT) is the world’s second largest provider of enterprise application software with 12,400 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 thereto) 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. Forward-looking statements often include use of the future tense, words such as “will”, “intends”, “anticipates”, expects”, “look forward to” and similar conditional or forward-looking words and phrases. 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. Specific forward-looking statements in this press release relate to the appointment of the Chief Executive Officer, Presidents and Vice Chairman and certain anticipated effects and results of such appointments. Forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause actual results to differ materially from those projected in such forward-looking statements, which include: the costs and disruption to our business arising from the Oracle hostile tender offer; the publicity surrounding the United States Department of Justice lawsuit against Oracle and the unknown outcome of whether or not the Department of Justice will appeal the United States antitrust decision; 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; the competitive environment and pricing pressures; and whether the anticipated effects and results of the new officer appointments will be realized. Additional risks, assumptions and uncertainties that relate to PeopleSoft and its business and operations generally and the Oracle tender offer specifically are referenced from time to time in PeopleSoft’s filings with the Securities and Exchange Commission. Please refer to PeopleSoft’s most recent reports on Form 10-Q and Form 10-K 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)(116) 5 f01945a1exv99wxayx116y.txt EXHIBIT (A)(116) EXHIBIT (a)(116) FOR IMMEDIATE RELEASE PSFT- 125 PeopleSoft Exceeds Oracle Application License Revenue -- One Week Still Remaining in Quarter PLEASANTON, CALIF. - SEPTEMBER 23, 2004 - PeopleSoft (Nasdaq: PSFT) today announced that with one week remaining in its fiscal third quarter, it has already exceeded Oracle Corporation's application license revenue for their fiscal first quarter ended August 31, 2004. PeopleSoft's fiscal third quarter ends September 30, 2004. PeopleSoft has not provided guidance for the third quarter and the company does not presently intend to further comment on its results until the third quarter is completed. ABOUT PEOPLESOFT PeopleSoft (Nasdaq: PSFT) is the world's second largest provider of enterprise application software with 12,400 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) 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 the 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)(117) 6 f01945a1exv99wxayx117y.htm EXHIBIT (A)(117) EXHIBIT (A)(117)
 

Exhibit (a)(117)

PeopleSoft Comments on Decision by the U.S. Department of Justice

PLEASANTON, Calif. – October 1, 2004 – PeopleSoft, Inc. (Nasdaq: PSFT) learned today that the Antitrust Division of the U.S. Department of Justice (DOJ) has decided not to appeal the U.S. District Court’s antitrust ruling.

Earlier today, prior to learning of the DOJ’s decision, PeopleSoft’s Board announced the appointment of Dave Duffield, PeopleSoft’s founder and Chairman, as the Company’s Chief Executive Officer. In addition, the Company announced the appointment of Kevin Parker and Phil Wilmington as Co-Presidents, and Aneel Bhusri as Vice Chairman of the Board.

PeopleSoft also announced that license revenues for the third quarter are expected to exceed $150 million. PeopleSoft has had great success with both new and existing customers. This performance demonstrates PeopleSoft’s continuing competitive strength and ability to perform.

The Board of Directors will meet in due course to review the implications of today’s announcement. PeopleSoft’s Board has carefully considered and unanimously rejected each of Oracle’s offers, including its current offer of $21.00 per share. On May 25, 2004, the Board concluded that the current offer was inadequate and did not reflect PeopleSoft’s real value. The Board received the opinions of Citigroup Global Markets Inc. and Goldman, Sachs & Co. that the $21.00 per share offer was inadequate from a financial point of view.

In addition, PeopleSoft claims compensatory damages of more than $1 billion plus punitive damages in the Company’s lawsuit against Oracle, which is scheduled to go to trial before a jury in Oakland, California, on January 10, 2005. PeopleSoft’s complaint alleges that Oracle has engaged in unfair business practices, including a deliberate campaign to mislead PeopleSoft’s customers and disrupt its business.

About PeopleSoft
PeopleSoft (Nasdaq: PSFT) is the world’s second largest provider of enterprise application software with 12,400 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) 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. Forward-looking statements often included use of the future tense, words such as “will”, “intends”, “anticipates”, expects”, and similar conditional or forward-looking words and phrases. 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. Forward-looking statements in this press release include those relating to the Board’s review of the implications of the Department of Justice’s announcement, the expected third quarter license revenue results and PeopleSoft’s continuing competitive strength and ability to perform, and the lawsuit against Oracle scheduled to go to trial in January 2005. Forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause actual results to differ materially from those projected in such forward-looking statements. Specific risks and uncertainties relating to the statements in this press release include the implications of the Department of Justice’s decision not to appeal the recent antitrust decisions relating to the Oracle tender offer and the outcome of the pending European Commission investigation, PeopleSoft’s ability to continue to perform and remain competitive in the market for its products, and the outcome of pending litigation involving or relating to the Oracle tender offer. Risks, assumptions and uncertainties that relate to PeopleSoft and its business and operations generally and the Oracle tender offer specifically are 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 these important risk factors.

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

 

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