-----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, SLEeLLJcm+wrOfnJkYQJ+qimO9eTt7kSBWtrP+n/EpIQBysm8opZG1fW18TEQnQq kbx5/8nH9rihqDCCMwjj3g== 0000891618-04-001340.txt : 20041118 0000891618-04-001340.hdr.sgml : 20041118 20041118172624 ACCESSION NUMBER: 0000891618-04-001340 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041118 DATE AS OF CHANGE: 20041118 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: 041155752 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 f03438a3sc14d9za.htm AMENDMENT NO. 47 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. 47)

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 Item 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 an additional exhibit to Item 9 and amend the exhibit index accordingly.

2

 

Item 8. Additional Information

     On November 17, 2004, Kevin Parker, Co-President and Chief Financial Officer of PeopleSoft, and Phil Wilmington, Co-President of PeopleSoft, sent an e-mail to the Company’s employees. A copy of the e-mail is attached as exhibit (a)(132) to this Schedule 14D-9 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)

6

 

     
(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(37)
(a)(114)   Excerpts from transcript of Connect 2004 media and analyst news conference(37)
(a)(115)   Press release issued by PeopleSoft on October 1, 2004(37)
(a)(116)   Press release issued by PeopleSoft on September 23, 2004(37)
(a)(117)   Press release issued by PeopleSoft on October 1, 2004(37)
(a)(118)   E-mail sent to PeopleSoft employees on October 18, 2004(41)
(a)(119)   Excerpts from transcript of conference call held by PeopleSoft on October 21, 2004(41)
(a)(120)   Press release issued by PeopleSoft on October 26, 2004(41)
(a)(121)   Press release issued by PeopleSoft on November 1, 2004(42)
(a)(122)   Press release issued by PeopleSoft on November 10, 2004(43)
(a)(123)   Transcript of conference call held by PeopleSoft on November 10, 2004(43)
(a)(124)   Letter sent to PeopleSoft employees on November 10, 2004(43)
(a)(125)   Letter sent to PeopleSoft customers on November 10, 2004(43)
(a)(126)   Press release issued by PeopleSoft on November 11, 2004(43)
(a)(127)   Investor presentation materials(43)
(a)(128)   Investor presentation materials(44)
(a)(129)   E-mail sent to PeopleSoft employees on November 15, 2004(44)
(a)(130)   Press release issued by PeopleSoft on November 16, 2004(44)
(a)(131)   Letter sent to Larry Ellison, Chief Executive Officer of Oracle Corporation, on November 18, 2004(45)
(a)(132)   E-mail sent to PeopleSoft employees on November 17, 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)
(e)(28)   Terms of Amended Customer Assurance Program approved October 11, 2004(38)
(e)(28)(a)   Terms of Amended Customer Assurance Program approved October 11, 2004 (corrected)(39)
(e)(29)   Separation Agreement and General Release, dated October 12, 2004, by and between Ram Gupta and PeopleSoft, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by PeopleSoft, Inc. on October 18, 2004)(40)
(e)(30)   Retention Agreement, entered into on October 18, 2004, by and between Guy Dubois and PeopleSoft, Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by PeopleSoft, Inc. on October 18, 2004)(40)
(e)(31)   Separation Agreement, dated October 18, 2004, by and between Craig Conway and PeopleSoft, Inc. (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by PeopleSoft, Inc. on October 18, 2004)(40)
(e)(32)   Amended Executive Severance Policy—Presidents, Co-Presidents and Executive Vice Presidents, amended as of October 1, 2004 (incorporated by reference to Exhibit 10.8 to PeopleSoft’s Quarter Report on Form 10-Q for the Quarterly Period Ended September 30, 2004, filed with the SEC November 9, 2004)
(e)(33)   Amended Executive Severance Policy—Senior Vice Presidents, amended as of September 15, 2004 (incorporated by reference to Exhibit 10.9 to PeopleSoft’s Quarter Report on Form 10-Q for the Quarterly Period Ended September 30, 2004, filed with the SEC November 9, 2004)

7

 

     
(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.
 
(37)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 38 to Schedule 14D-9 filed with the SEC October 5, 2004.
 
(38)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 39 to Schedule 14D-9 filed with the SEC October 12, 2004.
 
(39)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 40 to Schedule 14D-9 filed with the SEC October 12, 2004.
 
(40)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 41 to Schedule 14D-9 filed with the SEC October 18, 2004.
 
(41)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 42 to Schedule 14D-9 filed with the SEC October 29, 2004.
 
(42)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 43 to Schedule 14D-9 filed with the SEC November 2, 2004.
 
(43)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 44 to Schedule 14D-9 filed with the SEC November 12, 2004.
 
(44)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 45 to Schedule 14D-9 filed with the SEC November 18, 2004.
 
(45)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 46 to Schedule 14D-9 filed with the SEC November 18, 2004.

8

 

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/ JAMES P. SHAUGHNESSY
       
        James P. Shaughnessy
Senior Vice President,
General Counsel and Secretary
         
Date: November 18, 2004        

9

 

     
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,

10

 

     
    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)

11

 

     
(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)

12

 

     
(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(37)
(a)(114)   Excerpts from transcript of Connect 2004 media and analyst news conference(37)
(a)(115)   Press release issued by PeopleSoft on October 1, 2004(37)
(a)(116)   Press release issued by PeopleSoft on September 23, 2004(37)
(a)(117)   Press release issued by PeopleSoft on October 1, 2004(37)
(a)(118)   E-mail sent to PeopleSoft employees on October 18, 2004(41)
(a)(119)   Excerpts from transcript of conference call held by PeopleSoft on October 21, 2004(41)
(a)(120)   Press release issued by PeopleSoft on October 26, 2004(41)
(a)(121)   Press release issued by PeopleSoft on November 1, 2004(42)
(a)(122)   Press release issued by PeopleSoft on November 10, 2004(43)
(a)(123)   Transcript of conference call held by PeopleSoft on November 10, 2004(43)
(a)(124)   Letter sent to PeopleSoft employees on November 10, 2004(43)
(a)(125)   Letter sent to PeopleSoft customers on November 10, 2004(43)
(a)(126)   Press release issued by PeopleSoft on November 11, 2004(43)
(a)(127)   Investor presentation materials(43)
(a)(128)   Investor presentation materials(44)
(a)(129)   E-mail sent to PeopleSoft employees on November 15, 2004(44)
(a)(130)   Press release issued by PeopleSoft on November 16, 2004(44)
(a)(131)   Letter sent to Larry Ellison, Chief Executive Officer of Oracle Corporation, on November 18, 2004(45)
(a)(132)   E-mail sent to PeopleSoft employees on November 17, 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)
(e)(28)   Terms of Amended Customer Assurance Program approved October 11, 2004(38)
(e)(28)(a)   Terms of Amended Customer Assurance Program approved October 11, 2004 (corrected)(39)
(e)(29)   Separation Agreement and General Release, dated October 12, 2004, by and between Ram Gupta and PeopleSoft, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by PeopleSoft, Inc. on October 18, 2004)(40)
(e)(30)   Retention Agreement, entered into on October 18, 2004, by and between Guy Dubois and PeopleSoft, Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by PeopleSoft, Inc. on October 18, 2004)(40)
(e)(31)   Separation Agreement, dated October 18, 2004, by and between Craig Conway and PeopleSoft, Inc. (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by PeopleSoft, Inc. on October 18, 2004)(40)
(e)(32)   Amended Executive Severance Policy—Presidents, Co-Presidents and Executive Vice Presidents, amended as of October 1, 2004 (incorporated by reference to Exhibit 10.8 to PeopleSoft’s Quarter Report on Form 10-Q for the Quarterly Period Ended September 30, 2004, filed with the SEC November 9, 2004)
(e)(33)   Amended Executive Severance Policy—Senior Vice Presidents, amended as of September 15, 2004 (incorporated by reference to Exhibit 10.9 to PeopleSoft’s Quarter Report on Form 10-Q for the Quarterly Period Ended September 30, 2004, filed with the SEC November 9, 2004)

13

 

     
(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.
 
(37)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 38 to Schedule 14D-9 filed with the SEC October 5, 2004.
 
(38)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 39 to Schedule 14D-9 filed with the SEC October 12, 2004.
 
(39)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 40 to Schedule 14D-9 filed with the SEC October 12, 2004.
 
(40)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 41 to Schedule 14D-9 filed with the SEC October 18, 2004.
 
(41)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 42 to Schedule 14D-9 filed with the SEC October 29, 2004.
 
(42)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 43 to Schedule 14D-9 filed with the SEC November 2, 2004.
 
(43)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 44 to Schedule 14D-9 filed with the SEC November 12, 2004.
 
(44)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 45 to Schedule 14D-9 filed with the SEC November 18, 2004.
 
(45)   Previously filed as an exhibit to PeopleSoft’s Amendment No. 46 to Schedule 14D-9 filed with the SEC November 18, 2004.

14 EX-99.(A)(132) 2 f03438a3exv99wxayx132y.htm EXHIBIT (A)(132) exv99wxayx132y

 

Exhibit (a)(132)

Dear Fellow Employee:

Since we last communicated, members of the board and senior management have met with many of our stockholders to explain why our business plan creates value superior to Oracle’s tender offer. These meetings have been gratifying since many of these stockholders support the board’s view that Oracle’s $24 per share offer is inadequate and substantially undervalues the company. At the same time, some of these stockholders have told us that they intend to tender their shares, so you should not be surprised if more than 50 percent of PeopleSoft’s outstanding shares are tendered by Oracle’s arbitrary Nov. 19 deadline.

It is important to note, however, that a tender of more than 50 percent of the company’s shares does not mean that Oracle will be able to buy those shares or acquire the company. Oracle cannot purchase the tendered shares unless PeopleSoft’s board has removed the company’s shareholder rights plan, often called a “poison pill.” Many publicly traded companies have shareholder rights plans. These plans are designed to protect shareholders by preventing an unsolicited buyer, like Oracle, from buying a significant percentage of the company’s shares without the board’s approval.

Our board firmly believes that PeopleSoft’s business plan will create greater value for our stockholders than Oracle’s offer. That is why the board rejected Oracle’s $24 offer, concluding that it was inadequate and substantially undervalued PeopleSoft, and why it decided not to remove the poison pill.

We know that stockholders may tender for a variety of reasons, including the limited time available to understand the strength of PeopleSoft’s business plan. We do expect that Oracle will use a majority tender to try to support its suit challenging the shareholder rights plan in the Delaware Chancery Court. We are confident that the court will conclude that the board has acted in the best interests of the stockholders. Oracle’s next option would be to run a “proxy contest” at our 2005 annual meeting. If that should happen, we believe that our stockholders will vote to support PeopleSoft’s board.

The intense media coverage of Oracle’s offer will continue for the next several weeks, but we can’t be distracted. It is with your dedication and focus that we will deliver another great quarter. Thanks for your continued commitment to PeopleSoft.

Kevin and Phil

   

People * Customers * Integrity * Quality * Innovation * Fun * Profitability

 

 

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,” 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 PeopleSoft’s anticipated future revenues, operating margins and earnings per share and other statements relating to the Company’s future prospects, actions and performance 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. These risks, assumptions and uncertainties include, but are not limited to: the costs and disruption to PeopleSoft’s business arising from the Oracle tender offer and related litigation; the Company’s ability to successfully complete the integration of J.D. Edwards into PeopleSoft and to achieve anticipated synergies; 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 most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q, each as filed with the SEC and available without charge at www.sec.gov and www.peoplesoft.com.

Important Additional Information

PeopleSoft’s Board of Directors will be soliciting proxies for use at the 2005 Annual Meeting of Stockholders, and any adjournment or postponement thereof, to vote in favor of a slate of directors to be nominated by the Board of Directors and to vote on any other matters that properly come before the 2005 Annual Meeting. Promptly after filing its definitive proxy statement for the 2005 Annual Meeting with the SEC, PeopleSoft will mail the 2005 Proxy Statement and a WHITE Proxy Card to each PeopleSoft stockholder entitled to vote at the Annual Meeting.

PeopleSoft has engaged Innisfree M&A Incorporated to assist it in soliciting proxies from its stockholders. PeopleSoft has agreed to pay customary compensation to Innisfree M&A Incorporated for such services and to indemnify Innisfree M&A Incorporated and certain related persons against certain liabilities relating to or arising out of the engagement. Certain representatives of Citigroup Global Markets Inc. and Goldman, Sachs & Co., financial advisors to PeopleSoft, and directors, officers and employees of PeopleSoft may solicit proxies for the 2005 Annual Meeting, although no additional compensation will be paid in connection with any such solicitation.

PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle’s tender offer that contains information regarding the potential interests of members of the Board of Directors and members of management in the tender offer. Information regarding securities ownership by certain members of the Board of Directors and certain members of management as of February 10, 2004, is contained in PeopleSoft’s definitive proxy statement for the 2004 Annual Meeting of Stockholders, dated February 20, 2004. PeopleSoft stockholders

 

 

should read the Schedule 14D-9 and the 2005 Proxy Statement when it is filed with the SEC (including any amendments to such documents) because these documents contain (or will contain) important information. The 2005 Proxy Statement (when filed), the 2004 Proxy Statement, the Schedule 14D-9 and other public filings made by PeopleSoft with the SEC are available without charge from the SEC’s website at www.sec.gov and from PeopleSoft at www.peoplesoft.com.

 

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