sc14d9za

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

Craig Conway
President and Chief Executive Officer
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588-8618
(925) 225-3000

(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)

Douglas D. Smith, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, California 94104
(415) 393-8200

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer

The purpose of this amendment is to amend and supplement Items 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.

Except as described below and except as disclosed in the Schedule 14D-9 previously filed by the Company, as subsequently amended, no transactions with respect to the Common Stock of the Company have been effected by the Company or, to the Company’s best knowledge, by any of its executive officers, directors, affiliates or subsidiaries during the past 60 days.

(1) Acquisition pursuant to participation in the Company’s Employee Stock Purchase Plan.

(2) Shares of Restricted Stock granted pursuant to the Company’s Amended and Restated 2001 Stock Plan. The restrictions on 25% of such shares lapse after one year and in quarterly increments thereafter for three additional years.

On July 2, 2004, PeopleSoft posted to its website at www.peoplesoft.com additional installments in a weblog that periodically will be updated through the outcome of the antitrust trial against Oracle Corporation. A copy of the additional installments is attached as exhibit (e)(24) to this Schedule 14D-9.

On July 2, 2004, Craig Conway, the Chief Executive Officer of PeopleSoft, sent an e-mail to PeopleSoft employees regarding the antitrust trial against Oracle Corporation. A copy of this e-mail is attached as exhibit (a)(105) to this Schedule 14D-9 and is incorporated herein by this reference.

On July 6, 2004, on the recommendation of the Transaction Committee of the Board of Directors of the Company, which is comprised solely of independent directors, the Board of Directors unanimously determined to (i) consistent with the terms of the Stipulation and Agreement of Compromise, Settlement and Release previously approved by the Board of Directors and filed as exhibit (e)(21) to this Schedule 14D-9, amend the definition of “Acquired” contained in the Customer Assurance Program to be limited to: (a) the beneficial acquisition of 51% or more of PeopleSoft’s voting securities, directly or indirectly, by Oracle Corporation or any of its affiliates (“Oracle”), (b) the consummation of a merger or consolidation of PeopleSoft with Oracle, and (c) the consummation of the sale or disposition by PeopleSoft, Inc. of all or substantially all of PeopleSoft, Inc.’s assets to Oracle, and (ii) extend the availability of the Customer Assurance Program until the earlier of the date that Oracle terminates its tender offer or September 30, 2004. Attached as exhibit (e)(25) to this Schedule 14D-9 and incorporated herein by this reference are the terms of the Customer Assurance Program approved by the Board of Directors on July 6, 2004.


Exhibit No.		Document

(a)(1)		Press release issued by PeopleSoft on June 12, 2003 (1)
(a)(2)		Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003) (1)
(a)(3)		Letter, dated June 13, 2003, to PeopleSoft’s stockholders (2)
(a)(4)		Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (3)
(a)(5)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing) (3)
(a)(6)		Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(7)		Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(8)		Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing) (4)
(a)(9)		Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (4)
(a)(10)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (4)
(a)(11)		Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(12)		Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(13)		Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(14)		Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(15)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(16)		Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(17)		Press release issued by the Connecticut Attorney General’s Office (4)
(a)(18)		Press release issued by PeopleSoft on June 20, 2003 (4)
(a)(19)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(20)		Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(21)		Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(22)		Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(23)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(24)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(25)		Text of International Customer Advisory Board’s e-mail posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(26)		Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)


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


(a)(55)		Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003 (10)
(a)(56)		Order entered by the Superior Court of California, County of Alameda (11)
(a)(57)		Press release issued by PeopleSoft on November 17, 2003 (12)
(a)(58)		Press release issued by PeopleSoft on December 2, 2003 (13)
(a)(59)		Second Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (14)
(a)(60)		Text of background information provided to PeopleSoft sales force to respond to customer inquiries following Oracle statements of November 24, 2003 (15)
(a)(61)		Press release issued by PeopleSoft on December 19, 2003 (16)
(a)(62)		Press release issued by PeopleSoft on January 12, 2004 (16)
(a)(63)		E-mail sent to PeopleSoft employees (17)
(a)(64)		Letter to the Wall Street Journal dated January 22, 2004 (17)
(a)(65)		Press release issued by PeopleSoft on January 24, 2004 (17)
(a)(66)		Press release issued by PeopleSoft on January 30, 2004 (17)
(a)(67)		Excerpts from transcript of conference call held by PeopleSoft on January 29, 2004 (17)
(a)(68)		Order entered by the Superior Court of California, County of Alameda (17)
(a)(69)		Oracle and Pepper Acquisition Corp. Notice of Demurrer and Demurrer (17)
(a)(70)		Oracle and Pepper Acquisition Corp. Notice of Motion to Strike and Motion to Strike (17)
(a)(71)		Advertisement placed by PeopleSoft on February 3, 2004 (17)
(a)(72)		Press release issued by PeopleSoft on February 4, 2004 (18)
(a)(73)		Message sent to PeopleSoft employees (18)
(a)(74)		Press release issued by PeopleSoft on February 9, 2004 (19)
(a)(75)		Letter to employees dated February 9, 2004 (19)
(a)(76)		Letter to customers dated February 9, 2004 (19)
(a)(77)		E-mail sent to PeopleSoft employees on February 25, 2004 (20)
(a)(78)		E-mail sent to PeopleSoft employees on February 27, 2004 (20)
(a)(79)		Investor presentation materials (20)
(a)(80)		Press release issued by PeopleSoft on February 10, 2004 (20)
(a)(81)		Press release issued by U.S. Department of Justice on February 26, 2004 (20)
(a)(82)		Press release issued by PeopleSoft on February 26, 2004 (20)
(a)(83)		Order entered by the Superior Court of California, County of Alameda, overruling Defendants’ Demurrer to Plaintiffs’ Second Amended Complaint (20)
(a)(84)		Order entered by the Superior Court of California, County of Alameda, denying Defendants’ Motion to Strike Portions of Plaintiffs’ Second Amended Complaint (20)
(a)(85)		Letter to stockholders dated March 3, 2004 (20)
(a)(86)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 4, 2004(21)
(a)(87)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 9, 2004(21)
(a)(88)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 12, 2004(21)
(a)(89)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(90)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(91)		Press release issued by PeopleSoft on March 19, 2004(22)
(a)(92)		Presentation given at PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(93)		Transcript of PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(94)		Press release issued by PeopleSoft on March 25, 2004(22)
(a)(95)		Transcript of conference call held by PeopleSoft on January 29,2004 (incorporated by reference to Exhibit 99.2 to PeopleSoft’s February 4, 2004 Form 8-K)
(a)(96)		Redacted version of the Cross-complaint filed by Oracle in the Superior Court of the State of California, County of Alameda(23)
(a)(97)		Press release issued by the Michigan Attorney General’s Office on April 7, 2004(23)
(a)(98)		Press release issued by the Ohio Attorney General’s Office on April 9, 2004(23)
(a)(99)		Excerpts from transcript of conference call held by PeopleSoft on April 22, 2004(24)
(a)(100)		Press release issued by PeopleSoft on May 14, 2004(25)
(a)(101)		Excerpts from transcript of PeopleSoft’s 2004 Leadership Summit News Conference held on May 18, 2004(25)
(a)(102)		Press release issued by PeopleSoft on May 26, 2004(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
(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
(e)(25)		Terms of Amended Customer Assurance Program approved July 6, 2004

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.


Exhibit No.		Document

(a)(1)		Press release issued by PeopleSoft on June 12, 2003 (1)
(a)(2)		Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003) (1)
(a)(3)		Letter, dated June 13, 2003, to PeopleSoft’s stockholders (2)
(a)(4)		Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (3)
(a)(5)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing) (3)
(a)(6)		Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(7)		Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(8)		Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing) (4)
(a)(9)		Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (4)
(a)(10)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (4)
(a)(11)		Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(12)		Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(13)		Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(14)		Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(15)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(16)		Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(17)		Press release issued by the Connecticut Attorney General’s Office (4)
(a)(18)		Press release issued by PeopleSoft on June 20, 2003 (4)
(a)(19)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(20)		Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(21)		Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(22)		Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(23)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(24)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(25)		Text of International Customer Advisory Board’s e-mail posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(26)		Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(27)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25,


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


(a)(56)		Order entered by the Superior Court of California, County of Alameda (11)
(a)(57)		Press release issued by PeopleSoft on November 17, 2003 (12)
(a)(58)		Press release issued by PeopleSoft on December 2, 2003 (13)
(a)(59)		Second Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (14)
(a)(60)		Text of background information provided to PeopleSoft sales force to respond to customer inquiries following Oracle statements of November 24, 2003 (15)
(a)(61)		Press release issued by PeopleSoft on December 19, 2003 (16)
(a)(62)		Press release issued by PeopleSoft on January 12, 2004 (16)
(a)(63)		E-mail sent to PeopleSoft employees (17)
(a)(64)		Letter to the Wall Street Journal dated January 22, 2004 (17)
(a)(65)		Press release issued by PeopleSoft on January 24, 2004 (17)
(a)(66)		Press release issued by PeopleSoft on January 30, 2004 (17)
(a)(67)		Excerpts from transcript of conference call held by PeopleSoft on January 29, 2004 (17)
(a)(68)		Order entered by the Superior Court of California, County of Alameda (17)
(a)(69)		Oracle and Pepper Acquisition Corp. Notice of Demurrer and Demurrer (17)
(a)(70)		Oracle and Pepper Acquisition Corp. Notice of Motion to Strike and Motion to Strike (17)
(a)(71)		Advertisement placed by PeopleSoft on February 3, 2004 (17)
(a)(72)		Press release issued by PeopleSoft on February 4, 2004 (18)
(a)(73)		Message sent to PeopleSoft employees (18)
(a)(74)		Press release issued by PeopleSoft on February 9, 2004 (19)
(a)(75)		Letter to employees dated February 9, 2004 (19)
(a)(76)		Letter to customers dated February 9, 2004 (19)
(a)(77)		E-mail sent to PeopleSoft employees on February 25, 2004 (20)
(a)(78)		E-mail sent to PeopleSoft employees on February 27, 2004 (20)
(a)(79)		Investor presentation materials (20)
(a)(80)		Press release issued by PeopleSoft on February 10, 2004 (20)
(a)(81)		Press release issued by U.S. Department of Justice on February 26, 2004 (20)
(a)(82)		Press release issued by PeopleSoft on February 26, 2004 (20)
(a)(83)		Order entered by the Superior Court of California, County of Alameda, overruling Defendants’ Demurrer to Plaintiffs’ Second Amended Complaint (20)
(a)(84)		Order entered by the Superior Court of California, County of Alameda, denying Defendants’ Motion to Strike Portions of Plaintiffs’ Second Amended Complaint (20)
(a)(85)		Letter to stockholders dated March 3, 2004 (20)
(a)(86)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 4, 2004(21)
(a)(87)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 9, 2004(21)
(a)(88)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 12, 2004(21)
(a)(89)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(90)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(91)		Press release issued by PeopleSoft on March 19, 2004(22)
(a)(92)		Presentation given at PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(93)		Transcript of PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(94)		Press release issued by PeopleSoft on March 25, 2004(22)
(a)(95)		Transcript of conference call held by PeopleSoft on January 29,2004 (incorporated by reference to Exhibit 99.2 to PeopleSoft’s February 4, 2004 Form 8-K)
(a)(96)		Redacted version of the Cross-complaint filed by Oracle in the Superior Court of the State of California, County of Alameda(23)
(a)(97)		Press release issued by the Michigan Attorney General’s Office on April 7, 2004(23)
(a)(98)		Press release issued by the Ohio Attorney General’s Office on April 9, 2004(23)
(a)(99)		Excerpts from transcript of conference call held by PeopleSoft on April 22, 2004(24)
(a)(100)		Press release issued by PeopleSoft on May 14, 2004(25)
(a)(101)		Excerpts from transcript of PeopleSoft’s 2004 Leadership Summit News Conference held on May 18, 2004(25)
(a)(102)		Press release issued by PeopleSoft on May 26, 2004(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
(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
(e)(25)		Terms of Amended Customer Assurance Program approved July 6, 2004

10 EX-99.(A)(105) 2 f97751b1exv99wxayx105y.txt EXHIBIT (A)(105) Exhibit (a)(105) E-mail from Craig Conway, Chief Executive Officer of PeopleSoft, sent to PeopleSoft employees on July 2, 2004. The United States of America versus Oracle trial is over. Now that both sides have rested their cases, we look forward to a timely verdict from Judge Walker. We believe that the Department of Justice presented a very strong case to the Court and provided compelling evidence that Oracle's proposed acquisition would reduce the number of competitors from three to two, resulting in higher prices, less innovation, and fewer choices for large, complex organizations. Customer after customer after customer consistently said exactly that. Even Oracle's customers. Judge Walker will return to his courtroom on July 20th to hear a final closing argument from each side, and this chapter will close sometime after that. I would like to sincerely thank everyone for your continued dedication and commitment to PeopleSoft. It was interesting to see internal Oracle documents revealed at the trial showing that Oracle contemplated and assumed harm to our business from their approach. What Oracle didn't contemplate was your fierce determination. You continued to vigorously compete in the marketplace to provide better products and service to our customers. That is the spirit of PeopleSoft. Thank you. Craig EX-99.(E)(24) 3 f97751b1exv99wxeyx24y.txt EXHIBIT (E)(24) Exhibit (e)(24) The following weblog installments have been posted to PeopleSoft's website at www.peoplesoft.com. These are the most recent in a series of weblog commentaries written by Gary Reback regarding the ongoing Oracle antitrust trial. These and the other weblog installments may be accessed without charge by clicking on "View from the Court" at PeopleSoft's website at www.peoplesoft.com. TRIAL DAY 17: JUNE 30, 2004 Oracle's first witness of the day was Jay Rising, president of ADP's National Accounts Division. ADP is an outsourcer, and like the other outsourcer witness (FESCo), ADP's testimony was a mixed bag for Oracle. On direct, Rising explained that his company offers HR software that competes with PeopleSoft and Oracle, and that ADP expects its business to grow. He listed several large, complex companies as his customers. But on cross, it was revealed that ADP's HR software was not originally made by ADP, but was purchased from PeopleSoft. And ADP has closed a grand total of six up-market customers since the beginning of 2003; the Government called a couple of these into question. More importantly, the witness admitted that ADP will outsource its HR software only to customers that contract for its payroll service, so the HR offering is merely an add-on to entice customers to take payroll, which is ADP's moneymaker. Finally, the witness made a series of admissions that, I believe, TRIAL DAY 17 2 severely limited the value of his testimony to Oracle. He explained that some large companies reject the outsourcing model because they want greater control over their HR information. Other customers find outsourcing too inflexible; others find it too expensive. And, at bottom, the witness admitted that in many recent final bids, ADP competed directly against other outsourcing companies, rather than against Oracle or PeopleSoft. Oracle then moved on to its second witness of the day, its third "expert" witness of the case, Dale Kutnick, chairman of META Group, an industry analyst firm. On direct, Kutnick talked about his "vision" for the industry. Kutnick claimed that a "tectonic shift" is going on in the IT sector. The basic gist of his testimony was that web services and other integration technologies are changing the competitive landscape so profoundly that no one should worry about untoward concentration in the markets for high-function application software. Kutnick claimed that these new integration technologies will permit all kinds of new startups to make successful applications; and, in any event, the real competition will be to provide an integrated and more efficient "stack" of hardware and software. Kutnick claimed that Microsoft, Oracle, SAP, and IBM are the real competitors in this effort. TRIAL DAY 17 3 On cross, Kutnick's "tectonic shift" reduced his position, in my view, to a pile of rubble. First, the witness acknowledged that his "vision" contradicted that of Larry Ellison. Kutnick claims that "best of breed" is the wave of the future (because of ease of integration), but Ellison has repeatedly stated that, in the future, best of breed will be relevant only in dog shows (because of the higher cost of integration). This left the Oracle trial team mired in a fundamental conflict. The Oracle trial position conflicts with the business position of Oracle's management. The Government attorney, Phil Malone, then showed Kutnick a META publication which stated that a benefit of the proposed acquisition for Oracle was the "elimination of a competitor." Next, the witness conceded that, notwithstanding his vision, there is no new venture capital investment in core HR or core financial applications. Finally, Kutnick revealed a telephone discussion with Chuck Phillips, in which Phillips called to retain Kutnick as a trial expert. This is the very same Chuck Phillips, Oracle's co-president, who used the unfortunate "oligopoly" language (although only colloquially!) to describe the collective market positions of Oracle, SAP, and PeopleSoft. Kutnick admitted that when Phillips called, in February of this year, Kutnick was still TRIAL DAY 17 4 skeptical of Oracle's business rationale for the acquisition. Kutnick said he made some rather critical remarks -- laced with expletives -- regarding the quality of Oracle's application software. Kutnick further testified that when he challenged Phillips about the rationale for the deal, Phillips said Oracle wanted to buy PeopleSoft to better compete with SAP; he said nothing about competition with Microsoft or IBM, nor did he mention anything about infrastructure. According to Kutnick, Kutnick then explained to Phillips his own (Kutnick's) "vision" for the future of the industry, to which Phillips laughed and asked whether Kutnick wanted to be hired as an expert. Following Kutnick's testimony, the marshals cleared the courtroom in anticipation of Larry Ellison's testimony in the afternoon. This meant that everyone in the courtroom had to take all their materials out into the hall and line up to re-enter the courtroom after the lunch break. Most of us, including journalists who had been covering the trial from the beginning, lost choice seats, and had to get into a new line behind newcomers who wandered in off the street just to hear Ellison. Finally, at about 2 p.m., Ellison took the stand. On direct testimony, Ellison talked about a brief conversation between TRIAL DAY 17 5 Craig Conway and himself. Ellison provided this as a justification to launch a hostile tender offer for PeopleSoft a full year later. On cross-examination, Ellison admitted that nothing came of the conversation after a single meeting; no documents were prepared, nor were any lawyers consulted. As to the meat of Ellison's testimony, he claimed that he needed to buy PeopleSoft for its customers. With more customers, he could spread R&D costs over a bigger base, producing better products at lower prices. Ellison said he had to do this to compete with Microsoft, which would enter the market with very low-priced products. The direct examination was very short, only about 35 minutes. Things did not go as smoothly for Ellison in the cross-examination. At one point, for example, Ellison admitted that without competition, a company would not invest in innovation. "That would be wasteful," he said. Little did Ellison realize that his trial team has been arguing for more than three weeks that customer demands, not competition, drive innovation. It appeared to me that the Oracle lawyers slumped in their chairs as Larry undercut their case with this testimony. The cross by Claude Scott also emphasized the conflict between Ellison's view of "best-of-breed" providers and that of Oracle's TRIAL DAY 17 6 paid expert, Dale Kutnick. Claude put into the record several emails written by Ellison proclaiming that the best of breed approach was either dead or dying. Ellison tried to explain that market conditions had changed since he wrote those emails, so maybe best of breed providers had a future after all. Claude wanted to know what could have been so significant to have altered Ellison's market perception in the few weeks since his deposition. In the end, Ellison said that he adhered to his earlier view, but most in the industry had a different view. And, Oracle was again left with a fundamental conflict between its stated trial position and the market vision of its CEO. Claude made a detailed record of the harm that the Oracle hostile tender offer has caused PeopleSoft. Claude used internal Oracle documents to illustrate how Oracle intended to harm PeopleSoft. The language of the internal Oracle emails was quite graphic. Claude used one from Safra Catz to Ellison, for example, to demonstrate how Oracle calculated that it would come out ahead, whether its tender offer succeeded or not. The email revealed that an Oracle representative had spoken to an institutional PeopleSoft and J.D. Edwards stockholder about the Oracle hostile offer: "I also got his attention by telling him that if we walked away from this transaction, he'd own two companies who's [sic] future have been questioned in an TRIAL DAY 17 7 extremely public way which would impair their ability to retain employees and call on customers long after we were out of the picture." In a separate section of the email, the Oracle representative also reported: "He [the institutional shareholder] thought the offer was simply to disrupt PeopleSoft's quarter and steal a few customers for our Q1 based on the low price and the fact that we didn't bother to try to make it friendly, he thought it was a competitive tactic and nothing more. He also spoke with AMR, Gartner, and Meta and they all told him the same thing." Ellison claimed he had never read the email, despite the fact that it was addressed to him. He also refused to confirm that Oracle had set up a "war room" to target PeopleSoft customers right after the tender offer was announced. A second internal Oracle email described what Oracle's investment banker called a "Twist in the Wind Strategy" to "create doubts in the minds of the market" about PeopleSoft. A third Oracle email revealed that Chuck Phillips had sought the advice of former Computer Associates head, Sanjay Kumar, on how to proceed with this hostile offer. The internal Oracle email affording this advice characterized Oracle's announcement to TRIAL DAY 17 8 support PeopleSoft products for ten years as a "reversal in our position with respect to customers" that "gives Craig a victory so he can say he helped protect customers." The email went on to report that Kumar endorsed the "plan" post-acquisition to terminate PeopleSoft products "but just would not have said so upfront." Kumar also advised that PeopleSoft Chairman and founder Dave Duffield, "Cares about the people and his legacy," and "doesn't want to see that many people fired." Kumar advised the strategy of announcing a hiring freeze because that "makes us look friendlier which we need." On yet another issue, Claude placed into evidence an Oracle report explaining in meticulous detail (over 12 pages) exactly how PeopleSoft's pricing calculations work for each market segment. Oracle has maintained throughout the trial that it cannot get detailed pricing information about its competitor. The document also established another key point in the Government's case -- that the three large vendors price-discriminate. The document shows that the same software is sold to customers in different industry verticals at different prices, based on the value of the software to the customer. Finally, Ellison admitted that Oracle could just compete to acquire the customers it would get through the acquisition of TRIAL DAY 17 9 PeopleSoft, but such a competitive process would take much longer. Ellison also admitted that he could achieve the same scale by buying other companies (at least if he bought more than one) which were not direct Oracle competitors; indeed, he stated he was potentially interested in purchasing four other companies right now. Tomorrow is the last of Oracle's witnesses, yet another expert, David Teece. The Government's rebuttal case will follow that. [End] TRIAL DAY 18: JULY 1, 2004 Oracle put on its last live witness of the trial, David Teece, a University of California professor. Teece was far more poised and articulate than many of Oracle's other witnesses, and told a good story on direct examination. Basically, Teece argued (1) that developments in integration technology significantly affect competition in all back-office software markets, and (2) that there would be a net competitive benefit from the deal by increased stack-level competition. Teece argued that the DOJ experts incorrectly failed to consider these factors in doing their market analyses. Teece claimed that even if Oracle raised prices $70 million post-acquisition, the effect of that price increase would be more than offset by the cost savings of over a billion dollars that Safra Catz testified about. But the judge noted that Oracle gets the benefit of both the anti-competitive price increase, as well as the identified "cost savings" of laying off people. So it seemed to me that the Judge was implying that there was no public benefit in this calculation. On cross-examination, Government attorney Steve Kramer, in my opinion established that Teece's story was just a story without evidentiary support. Steve established that Teece examined only TRIAL DAY 18 2 six of Oracle's internal discount forms, which have proven so damaging to Oracle's position in the trial. And Steve repeatedly pointed out the direct conflict between the testimony of Teece and that of the prior Oracle expert, Dale Kutnick: Kutnick emphasized that the industry was moving toward interoperability for all stack components, whereas Teece claimed that the industry was moving toward deep integration of stack components, rather than interoperability. Steve also showed Teece industry analysts' reports stating that the same three vendors, SAP, PeopleSoft, and Oracle, had been the top back-office application vendors almost every year for the last 10 years. Teece conceded that ordering, but claimed that new integration technology was going to change everything. Steve closed his examination by getting Teece to agree that customers would benefit by having Oracle as a fifth vendor for infrastructure technology, thereby contradicting Oracle's trial position that two competitors are sufficient to ensure competition in software markets. The Judge then asked if Teece agreed that the products at issue in the case are "differentiated products" under the law, a point Teece agreed with. The Judge also asked if Teece agreed that the vendors engaged in price discrimination, but Teece balked at that TRIAL DAY 18 3 assertion. At that point, Oracle put some deposition testimony excerpts into the record and rested its case. The DOJ put on a single rebuttal witness, University of Chicago Professor Mark Zmijewski (known to the DOJ trial team as "Dr. Z."). Dr. Z. attacked the methodology by which Oracle created its efficiency study. During the Oracle case, Safra Catz testified as to calculations she made showing that Oracle would achieve efficiencies from the merger in excess of $1 billion, a sum achieved largely by firing current PeopleSoft employees. In a previous journal entry, I explained that efficiency reports are generally expert studies put into the record through the testimony of a qualified expert. In this case, however, Catz and Ellison created their own efficiency study without the help of any of the four experts retained by Oracle for the case. The gist of Dr. Z.'s testimony was that Catz simply made up the numbers in her efficiency model; the numbers could not be verified or audited because they were wholly subjective, and there were no work papers or calculations to support many of Catz's spreadsheet entries. Dr. Z. explained the appropriate methodology for an efficiency study and noted the various sources TRIAL DAY 18 4 of information (company documents, for example) that Oracle could have used to support its calculations. In passing, Dr. Z. noted that Catz's proposed layoff number of 6,000 PeopleSoft employees was incomplete, and under the Oracle proposal about 10,000 PeopleSoft employees would be laid off. The DOJ then put additional deposition excerpts and documents into the trial record and the trial was concluded. The court reaffirmed that the parties were to submit proposed findings of fact and conclusions of law by July 8, and a post-trial memorandum by July 12. Final arguments will be heard on the case on July 20. I will update this journal for the post-trial briefs, the final arguments, and any other developments that warrant comment. [End] ORACLE RESTS On the last day of trial testimony, July 1, Oracle rested its case. At this point, it is appropriate to evaluate Oracle's presentation, using Oracle's pretrial statements as a scorecard, in the same way I evaluated the Government's case when the DOJ rested. In the first pretrial conference in this matter, back in April, Oracle lawyer Dan Wall promised he would meet the Government's case, customer witness for customer witness. As an example, he said that if the Government produced Ford Motor Company as a witness, Oracle might produce General Motors. Wall made it clear that for every customer witness put on by the Government, it was Oracle's strategy to put on a similarly situated customer that would support Oracle's position. Using Oracle's representations as to what it would try to prove as a template against which to evaluate what Oracle actually showed at trial, Oracle's case should be characterized as a complete failure of proof. The Government put on the testimony of Ford, as well as the testimony of Daimler-Chrysler, but no automobile company testified for Oracle. The Government put on the testimony of communications giants Cox, Verizon and Nextel, but no communications company testified for Oracle. The Government put on Pepsi from the consumer products vertical, ORACLE RESTS AIMCo from the real estate vertical, Neiman Marcus from the retailing vertical, Kerr-McGee for mining, the State of North Dakota and Metro-North, New York, from the public sector, as well as Greyhound from the transportation vertical. Oracle had no comparable witnesses. Oracle's sole live customer witness was Emerson Electric. At another point in the pretrial process, Dan Wall promised to show that Lawson was a substantial competitor that provides software to Target and McDonald's. But the Government ended up putting Target's testimony into the record, as a DOJ witness. And it was revealed that McDonald's is in the process of adapting the platform of one of the Big 3, in lieu of the Lawson products it had previously used. Again, Oracle did not end up being able to prove what it claimed it would. Indeed, Oracle ended up canceling many of its scheduled witnesses, and put on live testimony from only 15 of its scheduled 25 witnesses. Oracle's case was devoid of customer support. Its case consisted largely of three outsourcing witnesses, two industry consultants, two Oracle employees, two PeopleSoft competitors (Lawson and SAP), and four paid expert witnesses. Oracle tried to portray outsourcing as a competitive threat to packaged software vendors, but the testimony revealed ORACLE RESTS that most outsourcers use software supplied by PeopleSoft, Oracle, and SAP. And the number of outsourcing deals in the up-market is truly paltry. Oracle claimed that Microsoft is poised to enter the up-market, but internal and heretofore confidential Microsoft documents refuted this claim. Oracle portrayed Lawson as a rising competitor, but Oracle's own internal documents characterized Lawson as a poorly performing company. Oracle's experts contradicted each other. And the stated vision of Oracle's CEO was in conflict with the trial position of the company. Oracle's efficiency study lacked a verifiable methodology. Overall, Oracle appeared by the end of the trial to concede that the proposed acquisition would produce untoward concentration in the relevant markets, but its experts urged the court to simply ignore those inconvenient facts. Oracle claimed that new technology would change the status quo. Oracle's case consisted largely of vague speculation and, by the end of the trial, I believe that everyone knew this. Important Additional Information ORACLE RESTS PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle's tender offer. PeopleSoft stockholders should read the Schedule 14D-9 (including any amendments or supplements) because these documents contain important information. The Schedule 14D-9 and other public filings made by PeopleSoft with the SEC are available without charge from the SEC's website at www.sec.gov and from PeopleSoft at www.peoplesoft.com. EX-99.(E)(25) 4 f97751b1exv99wxeyx25y.txt EXHIBIT (E)(25) Exhibit (e)(25) Terms of the PeopleSoft Amended Customer Assurance Program approved July 6, 2004. 1. CUSTOMER ASSURANCE PROGRAM. 1.1 PeopleSoft or the Acquiring Entity (defined below) agrees to pay to Licensee: (a) the Total Fees set forth in the table in this Schedule and paid to PeopleSoft, minus any fees included on the Schedule for installation or consulting, multiplied by: (b) [INSERT APPROVED MULTIPLIER HERE] ("Payment") if: (i) on or before two (2) years from the Schedule Effective Date, PeopleSoft, Inc. is Acquired (hereinafter, the "Acquisition"); and (ii) on or before four (4) years from the Schedule Effective Date, the entity that results from an Acquisition ("Acquiring Entity"): (a) discontinues or materially reduces Support Services for the Supportable Module(s) before the end of the Applicable Support Term, or (b) discontinues licensing the Supportable Module(s) to prospective or existing licensees of PeopleSoft, or (c) discontinues providing Updates for the Supportable Module(s), and (iii) Licensee requests the Payment in writing from PeopleSoft or the Acquiring Entity on or before December 31, 2008, and (iv) Licensee is at the time the Payment is requested, and has been, a continuous, compliant subscriber to Support Services and no monies are owed under its agreements with PeopleSoft as of the date Payment is requested. 1.2 Notwithstanding the foregoing, either PeopleSoft or an Acquiring Entity may discontinue licensing one or more specific Supportable Modules or providing Updates in relation thereto, if: (i) the Supportable Module does not operate substantially as warranted, or (ii) third party technology required for the operation or use of the Supportable Module is no longer commercially available. In no event does this relieve PeopleSoft or an Acquiring Entity from providing Support Services for the Supportable Module(s) licensed on this Schedule for the duration of the Applicable Support Term. 1.3 The Payment described in this Section is Licensee's sole and exclusive remedy for any liability of PeopleSoft or its affiliates or the Acquiring Entity arising out of or related to the events described in 1.1 (i) and (ii) above and will be reduced by any other amounts or damages Licensee seeks or recovers from PeopleSoft or the Acquiring Entity in relation to this Schedule or the events described in 1.1 (i) and (ii) above. 1.4 This Section will be effective only if this Schedule is executed by both parties on or before the earlier of the following dates: (i) the expiration date defined in this Schedule; (ii) the expiration or withdrawal of the Oracle tender offer, or (iii) September 30, 2004. If the Schedule is not executed by such date, the offer set forth in this term is rescinded, all terms are null and void, and neither party shall have any obligation in relation thereto. 1.5 For purposes of this Section only, the following terms are defined as set forth below. (i) "Acquired" means: (a) Oracle Corporation or any "affiliate" (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of Oracle Corporation (Oracle Corporation and such affiliates, collectively or individually, "Oracle") becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of PeopleSoft, Inc. representing fifty-one percent (51%) or more of the total voting power represented by PeopleSoft's then outstanding voting securities, or (b) The consummation of a merger or consolidation of PeopleSoft, Inc. with Oracle, other than a merger or consolidation which would result in the voting securities of PeopleSoft, Inc. outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty-five percent (55%) of the total voting power represented by the voting securities of PeopleSoft, Inc. or such surviving entity outstanding immediately after such merger or consolidation, or (c) The consummation of the sale or disposition by PeopleSoft, Inc. of all or substantially all of PeopleSoft, Inc.'s assets to Oracle. (ii) "Applicable Support Term" means the period that PeopleSoft offers to provide Support Services (generally four (4) years) for the Supportable Modules. (iii) "Supportable Module(s)" means the module(s) developed by PeopleSoft using its underlying application development platform PeopleTools, which is licensed on this Schedule for the database(s) indicated on the Schedule. (iv) "Support Services" means the package of services offered by PeopleSoft and paid for by Licensee and which are designed to support the Supportable Modules, and the standard terms and conditions thereto, in effect during the ninety (90) day period immediately preceding an Acquisition. (v) "Updates" means subsequent releases of the Software and Documentation which are a) generally made available as part of Support Services to licensees of the Supportable Modules running the same database platform, operating system and hardware as Licensee, and b) substantially similar in frequency and quality when compared overall to the frequency and quality of updates that PeopleSoft delivered for the Software Modules in the most recent major release cycle completed prior to the Acquisition. -----END PRIVACY-ENHANCED MESSAGE-----


						Number Shares
	Date of		Nature of			of Common
Name	Transaction		Transaction			Stock			Purchase/Sale Price
Nanci Caldwell		6/30/04		Acquisition	(1)		676		$	15.73
Anne S. Jordan		6/30/04		Acquisition	(1)		676		$	15.73
Kevin T. Parker		6/30/04		Acquisition	(1)		676		$	15.73
James P. Shaughnessy		7/01/04		Acquisition			25,000	(2)	$	0.00

(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.


		PEOPLESOFT, INC.

	By:	/s/ KEVIN T. PARKER

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

Date: July 7, 2004

(1)		Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.

(2)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.

(3)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.

(4)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.

(5)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.

(6)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.

(7)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.

(8)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.

(9)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.

(10)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 9 to Schedule 14D-9 filed with the SEC October 27, 2003.

+		This exhibit replaces and supersedes exhibit (e)(6), which previously was filed in error.

(11)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 17, 2003.

(12)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 12 to Schedule 14D-9 filed with the SEC November 19, 2003.

(13)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 13 to Schedule 14D-9 filed with the SEC December 5, 2003.

(14)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 14 to Schedule 14D-9 filed with the SEC December 15, 2003.

(15)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 15 to Schedule 14D-9 filed with the SEC December 19, 2003.

(16)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 16 to Schedule 14D-9 filed with the SEC January 13, 2004.

(17)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 17 to Schedule 14D-9 filed with the SEC February 3, 2004.

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

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

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

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

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

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

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

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

(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.