SC 14D9 1 psft.txt 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 PEOPLESOFT, INC. (Name of Subject Company) Private Capital Management, L.P. (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) Mr. Chad Atkins Private Capital Management, L.P. 8889 Pelican Bay Blvd. Suite 500 Naples, FL 34108 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person Filing Statement) _ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Item 1. Subject Company Information PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton CA 94588-8618 (925) 225-3000 Based on the amended Form 10-Q filed on November 12, 2004, PeopleSoft, Inc. had 375,746,417 common shares outstanding. Item 2. Identity and Background of Filing Person The person filing this Schedule 14D-9 is Private Capital Management, L.P. ("PCM"). PCM's business address is 8889 Pelican Bay Blvd. Suite 500, Naples, Florida 34108. PCM's business telephone number is (239) 254-2500. PCM is a registered investment adviser under the Investment Advisers Act of 1940. PCM is organized under the laws of the State of Delaware. PCM has not, during the last five years, been convicted in any criminal proceedings. PCM has not, during the last five years, been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which PCM was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. Item 3. Past Contacts, Transactions, Negotiations and Agreements Not applicable. Item 4. The Solicitation or Recommendation Solicitation/Recommendation On November 1, 2004, Oracle Corporation ("Oracle") announced that it was amending its tender offer price to $24.00 per share of PeopleSoft common stock (the "Revised Offer") and extended the expiration date for the tender offer to midnight EST on November 19, 2004. On November 2, 2004, Oracle and Pepper Acquisition Corp. ("Oracle Sub") filed with the SEC an amendment to their Tender Offer Statement on Schedule TO to reflect the revised price. Oracle and Oracle Sub most recently amended their Tender Offer Statement on Schedule TO by filing amendment no. 76 on November 12, 2004. PeopleSoft filed with the SEC amendment no. 44 to its Schedule 14D-9 on November 12, 2004. In that filing, PeopleSoft recommended that shareholders not tender their shares in response to the Revised Offer. On the basis of its review of public filings made by each of PeopleSoft and Oracle relating to the Revised Offer, PCM currently intends to not tender shares in response to the Revised Offer. As reflected on its most recent Schedule 13-F, filed on November 15, 2004, PCM held discretionary authority with respect to 35,117,354 shares of PeopleSoft common stock. Reasons for the Recommendation Based on its review of the public filings made by each of PeopleSoft and Oracle relating to the Revised Offer, PCM has significant concerns as to whether the Revised Offer fully reflects the value PeopleSoft shareholders may realize over the intermediate term from PeopleSoft's continued operation as an independent company. PCM does not express any view as to whether it would tender shares in response to an offer by Oracle other than the Revised Offer. Intent to Tender PCM currently intends to not tender the PeopleSoft shares over which it holds discretionary authority in response to the Revised Offer. Further, based upon reasonable inquiry, PCM believes that each of its executive officers who holds shares of PeopleSoft currently intends not to tender shares in response to the Revised Offer. Item 5. Person/Assets, Retained, Employed, Compensated or Used Not applicable. Item 6. Interest in Securities of the Subject Company The following table sets forth PCM's transactions in shares of PeopleSoft common stock during the last 60 days. The table reflects transactions directed by PCM clients where PCM did not exercise sole investment discretion. Average Number of Price Per Transaction Date Shares Share Effected 9/13/2004 400 19.77 Open Market Sale 9/14/2004 1300 19.61 Open Market Sale 9/21/2004 700 19.26 Open Market Sale 9/22/2004 7100 19.27 Open Market Sale 9/27/2004 5200 20.03 Open Market Purchase 10/05/2004 800 22.80 Open Market Sale 10/06/2004 2500 22.62 Open Market Sale 10/11/2004 600 21.46 Open Market Sale 10/12/2004 1100 21.45 Open Market Sale 10/19/2004 5300 20.40 Open Market Sale 10/21/2004 300 20.13 Open Market Sale 10/25/2004 2800 19.77 Open Market Sale 10/27/2004 2900 20.56 Open Market Sale 10/29/2004 1700 20.52 Open Market Sale 11/03/2004 700 22.75 Open Market Sale 11/04/2004 3900 23.02 Open Market Sale 11/10/2004 400 22.95 Open Market Sale Item 7. Purposes of the Transaction and Plans or Proposals Not applicable. Item 8. Additional Information Not applicable. Item 9. Exhibits None After due 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. PRIVATE CAPITAL MANAGEMENT, L.P. By: /s/Gregg J. Powers Gregg J. Powers President