-----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, I5/C20EYiEUu5ErllBGtV2fIre8knOfAD9MqFfWG03LFzBOc/szUmSL2xwt1/gRD Mr7Rw/b8GvXLHsY/948j4g== 0000950134-04-020043.txt : 20041230 0000950134-04-020043.hdr.sgml : 20041230 20041230170141 ACCESSION NUMBER: 0000950134-04-020043 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041230 DATE AS OF CHANGE: 20041230 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: 041234654 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 f03438a8sc14d9za.htm AMENDMENT NO. 52 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. 52)

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)

Daniel Cooperman, Senior Vice President, General Counsel and Secretary
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

 

Purpose of Amendment

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

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

          Item 3 is hereby amended and supplemented as follows:

        On December 21, 2004, the Company and Aneel Bhusri, Vice Chairman of the Board, agreed to terminate the Consulting Agreement previously entered into by the parties and filed as exhibit (e)(36) to this Schedule 14D-9. Pursuant to the mutual agreement of the parties, the Consulting Agreement will terminate on December 31, 2004 and the obligations of each party under the Consulting Agreement, including the Company’s obligation to pay Mr. Bhusri the monthly compensation provided in the Consulting Agreement, will apply until such date. The Termination of Consulting Agreement is filed as exhibit (e)(38) to this Schedule 14D-9 and is incorporated herein by this reference.

Item 6. Interest in Securities of the Subject Company.

      Item 6 is hereby amended and supplemented as follows:

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

                                 
    Date of   Nature of   Number Shares of   Purchase/Sale
Name
   Transaction
   Transaction
   Common Stock
   Price
Guy Dubois
     12/21/04     Exercise of stock options     651,242 (1)   $ 14.88-$21.31  
Guy Dubois
     12/21/04     Sale     508,850     $ 26.40  
Guy Dubois
     12/22/04     Sale     142,392     $ 26.43  
Michael Gregoire
     12/22/04     Exercise of stock options     306,625 (2)   $ 13.94-$20.94  
Michael Gregoire
     12/22/04     Sale     233,600     $ 26.43  
Nanci Caldwell
     12/23/04     Exercise of stock options     474,998 (3)   $ 14.88-$24.63  
Nanci Caldwell
     12/23/04     Sale     417,996     $ 26.42  
Michael J. Maples
     12/29/04     Sale (4)     8,802     $ 26.50  

(1)   The shares were acquired at the following option exercise prices: 42,187 shares at $14.88; 42,187 shares at $16.01; 23,436 shares at $16.56; 28,124 shares at $16.67; 32,811 shares at $17.81; 37,500 shares at $20.19; 18,749 shares at $20.79; 56,248 shares at $20.94; and 370,000 shares at $21.31.
 
(2)   The shares were acquired at the following option exercise prices: 77,875 shares at $13.94; 25,000 shares at $20.19; 28,125 shares at $14.88; 28,125 shares at $16.01; 15,625 shares at $16.56; 18,750 shares at $16.67; 21,875 shares at $17.81; 56,250 shares at $17.96; 12,500 shares at $20.79; and 22,500 shares at $20.94.
 
(3)   The shares were acquired at the following option exercise prices: 268,748 shares at $24.63; 56,250 shares at $17.96; 28,125 shares at $14.88; 28,125 shares at $16.01; 25,000 shares at $20.19; 21,875 shares at $17.81; 18,750 shares at $16.67; 15,625 shares at $16.56; and 12,500 shares at $20.79.
 
(4)   Shares tendered pursuant to Oracle Tender Offer.

Item 8. Additional Information.

      Item 8 is hereby amended and supplemented as follows:

      Oracle Tender Offer

        The $26.50 Offer expired at 12:00 midnight, New York City time, on December 28, 2004. According to Oracle Corporation (“Oracle”) and Pepper Acquisition Corp., a wholly owned subsidiary of Oracle (“Merger Sub”), approximately 298,834,574 shares of Company Common Stock were validly tendered and accepted for payment by Merger Sub pursuant to the $26.50 Offer, representing approximately 75% of the shares of Company Common Stock outstanding as of the expiration of the $26.50 Offer.
 
        Oracle and Merger Sub also announced the commencement of a subsequent offering period during which Company stockholders may tender shares of Company Common Stock for purchase at the $26.50 per share cash price. The subsequent offering period commenced Wednesday, December 29, 2004 and is scheduled to expire at 8:00 p.m. New York City time on Tuesday, January 4, 2005, unless Oracle extends the subsequent offering period.
 
        Pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of December 12, 2004 among the Company, Oracle and Merger Sub (the “Merger Agreement”), Merger Sub will be merged with and into the Company (the “Merger”), and each outstanding share of Company Common Stock not tendered into the $26.50 Offer, including in the subsequent offering period (other than shares held by the Company, Oracle, Merger Sub or stockholders who properly perfect appraisal rights under Delaware law), will be converted into the right to receive $26.50 per share in cash, without interest. Following the consummation of the Merger, the Company will continue as the surviving corporation and a wholly-owned subsidiary of Oracle. Assuming Merger Sub has acquired at least 90% of the outstanding Company Common Stock following the expiration of the subsequent offering period, the Merger is expected to occur promptly thereafter.

      Changes in Directors and Officers

       On December 21, 2004, Mr. David A. Duffield resigned as a director and as Chairman of the Board and Chief Executive Officer of the Company.
 
       On December 29, 2004, effective upon the acceptance for payment of at least a majority of the outstanding shares of Company Common Stock pursuant to the $26.50 Offer by Merger Sub, Messrs. Aneel Bhusri, Frank J. Fanzilli, Jr., Michael J. Maples and Cyril J. Yansouni resigned as directors of the Company’s board of directors and, pursuant to the Merger Agreement, Safra Catz, Daniel Cooperman, Charles E. Phillips, Jr. and Harry L. You were appointed to the Company’s board of directors at Oracle’s request.
 
       On December 29, 2004, pursuant to a written consent of the board of directors (including the Oracle designees), Kevin T. Parker, Co-President and Chief Financial Officer of the Company, W. Phillip Wilmington, Co-President of the Company, Nanci Caldwell, Executive Vice President and Chief Marketing Officer of the Company, and James P. Shaughnessy, Senior Vice President, General Counsel and Secretary of the Company, were terminated from such positions with the Company and Safra Catz and Charles E. Phillips, Jr. were appointed as Co-Presidents of the Company, Harry L. You was appointed as Chief Financial Officer of the Company, and Daniel Cooperman was appointed as Senior Vice President, General Counsel and Secretary of the Company.

1

 

 
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)

2

 

         
Exhibit No. Document
  (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)

3

 

         
Exhibit No. Document
  (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)

4

 

         
Exhibit No. Document
  (a)(94)     Press release issued by PeopleSoft on March 25, 2004(22)
  (a)(95)     Transcript of conference call held by PeopleSoft on January 29, 2004 (incorporated by reference to Exhibit 99.2 to PeopleSoft’s February 4, 2004 Form 8-K)(22)
  (a)(96)     Redacted version of the Cross-complaint filed by Oracle in the Superior Court of the State of California, County of Alameda(23)
  (a)(97)     Press release issued by the Michigan Attorney General’s Office on April 7, 2004(23)
  (a)(98)     Press release issued by the Ohio Attorney General’s Office on April 9, 2004(23)
  (a)(99)     Excerpts from transcript of conference call held by PeopleSoft on April 22, 2004(24)
  (a)(100)     Press release issued by PeopleSoft on May 14, 2004(25)
  (a)(101)     Excerpts from transcript of PeopleSoft’s 2004 Leadership Summit News Conference held on May 18, 2004(25)
  (a)(102)     Press release issued by PeopleSoft on May 26, 2004(26)
  (a)(103)     Press release issued by PeopleSoft on May 26, 2004(26)
  (a)(104)     Redacted version of the Amended Complaint for Declaratory and Injunctive Relief filed by Oracle and Pepper Acquisition Corp. in the Delaware Court of Chancery(31)
  (a)(105)     E-mail sent to PeopleSoft employees on July 2, 2004(32)
  (a)(106)     Press release issued by PeopleSoft on July 7, 2004(33)
  (a)(107)     Transcript of conference call held by PeopleSoft on July 27, 2004 (incorporated by reference to Exhibit 99.1 to PeopleSoft’s August 2, 2004 Form 8-K)(34)
  (a)(108)     Excerpts from transcript of the Adams Harkness Annual Summer Seminar held on August 4, 2004(34)
  (a)(109)     Press release issued by PeopleSoft on September 9, 2004(35)
  (a)(110)     Letter sent to PeopleSoft employees on September 9, 2004(35)
  (a)(111)     Letter sent to PeopleSoft customers on September 9, 2004(36)
  (a)(112)     Letter sent to PeopleSoft prospective clients on September 10, 2004(36)
  (a)(113)     Excerpts from transcript of Connect 2004 keynote address(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(46)

5

 

         
Exhibit No. Document
  (a)(133)     Press release issued by PeopleSoft on November 20, 2004(47)
  (a)(134)     Press release issued by PeopleSoft on November 20, 2004(47)
  (a)(135)     Letter sent to PeopleSoft employees on November 20, 2004(47)
  (a)(136)     Letter sent to PeopleSoft customers on November 20, 2004(47)
  (a)(137)     Press release issued by PeopleSoft on November 24, 2004(48)
  (a)(138)     Letter sent to PeopleSoft employees on November 24, 2004(48)
  (a)(139)     Press release issued by PeopleSoft on December 10, 2004(49)
  (a)(140)     Investor presentation materials (also previously filed under cover of Schedule 14A by PeopleSoft on December 7, 2004)(49)
  (a)(141)     Press release issued by PeopleSoft on December 13, 2004 (incorporated by reference to exhibit 99.1 to PeopleSoft’s Current Report on Form 8-K, filed with the SEC December 13, 2004)(50)
  (a)(142)     Joint letter from Oracle Corporation and PeopleSoft to PeopleSoft stockholders dated December 15, 2004(50)
  (a)(143)     Opinion of Citigroup Global Markets Inc. dated December 12, 2004(50)
  (a)(144)     Opinion of Goldman, Sachs & Co. dated December 12, 2004(50)
  (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)

6

 

         
Exhibit No. Document
  (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)(43)
  (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)(43)
  (e)(34)     Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated thereunder(50)
  (e)(35)     Agreement and Plan of Merger dated as of December 12, 2004 among PeopleSoft, Oracle Corporation and Pepper Acquisition Corp.(50)
  (e)(36)     Consulting Agreement dated as of December 6, 2004 by and between PeopleSoft and Aneel Bhusri(50)
  (e)(37)     Confidentiality Agreement dated December 11, 2004, by and between PeopleSoft and Oracle Corporation(50)
  (e)(38)     Termination of Consulting Agreement by and between PeopleSoft, Inc. and Aneel Bhusri (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by PeopleSoft, Inc. on December 28, 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.

7

 

  (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.

8

 

(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.
 
(46)  Previously filed as an exhibit to PeopleSoft’s Amendment No. 47 to Schedule 14D-9 filed with the SEC November 18, 2004.
 
(47)  Previously filed as an exhibit to PeopleSoft’s Amendment No. 48 to Schedule 14D-9 filed with the SEC November 22, 2004.
 
(48)  Previously filed as an exhibit to PeopleSoft’s Amendment No. 49 to Schedule 14D-9 filed with the SEC November 26, 2004.
 
(49)  Previously filed as an exhibit to PeopleSoft’s Amendment No. 50 to Schedule 14D-9 filed with the SEC December 10, 2004.
 
(50)  Previously filed as an exhibit to PeopleSoft’s Amendment No. 51 to Schedule 14D-9 filed with the SEC December 15, 2004.

9

 

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/ Daniel Cooperman
 
  Daniel Cooperman
  Senior Vice President, General Counsel and Secretary

Date: December 30, 2004

10

 

EXHIBIT INDEX

             
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)

 

         
Exhibit No. Document
  (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)

 

         
Exhibit No. Document
  (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)

 

         
Exhibit No. Document
  (a)(96)     Redacted version of the Cross-complaint filed by Oracle in the Superior Court of the State of California, County of Alameda(23)
  (a)(97)     Press release issued by the Michigan Attorney General’s Office on April 7, 2004(23)
  (a)(98)     Press release issued by the Ohio Attorney General’s Office on April 9, 2004(23)
  (a)(99)     Excerpts from transcript of conference call held by PeopleSoft on April 22, 2004(24)
  (a)(100)     Press release issued by PeopleSoft on May 14, 2004(25)
  (a)(101)     Excerpts from transcript of PeopleSoft’s 2004 Leadership Summit News Conference held on May 18, 2004(25)
  (a)(102)     Press release issued by PeopleSoft on May 26, 2004(26)
  (a)(103)     Press release issued by PeopleSoft on May 26, 2004(26)
  (a)(104)     Redacted version of the Amended Complaint for Declaratory and Injunctive Relief filed by Oracle and Pepper Acquisition Corp. in the Delaware Court of Chancery(31)
  (a)(105)     E-mail sent to PeopleSoft employees on July 2, 2004(32)
  (a)(106)     Press release issued by PeopleSoft on July 7, 2004(33)
  (a)(107)     Transcript of conference call held by PeopleSoft on July 27, 2004 (incorporated by reference to Exhibit 99.1 to PeopleSoft’s August 2, 2004 Form 8-K)(34)
  (a)(108)     Excerpts from transcript of the Adams Harkness Annual Summer Seminar held on August 4, 2004(34)
  (a)(109)     Press release issued by PeopleSoft on September 9, 2004(35)
  (a)(110)     Letter sent to PeopleSoft employees on September 9, 2004(35)
  (a)(111)     Letter sent to PeopleSoft customers on September 9, 2004(36)
  (a)(112)     Letter sent to PeopleSoft prospective clients on September 10, 2004(36)
  (a)(113)     Excerpts from transcript of Connect 2004 keynote address(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(46)
  (a)(133)     Press release issued by PeopleSoft on November 20, 2004(47)
  (a)(134)     Press release issued by PeopleSoft on November 20, 2004(47)
  (a)(135)     Letter sent to PeopleSoft employees on November 20, 2004(47)
  (a)(136)     Letter sent to PeopleSoft customers on November 20, 2004(47)

 

         
Exhibit No. Document
  (a)(137)     Press release issued by PeopleSoft on November 24, 2004(48)
  (a)(138)     Letter sent to PeopleSoft employees on November 24, 2004(48)
  (a)(139)     Press release issued by PeopleSoft on December 10, 2004(49)
  (a)(140)     Investor presentation materials (also previously filed under cover of Schedule 14A by PeopleSoft on December 7, 2004)(49)
  (a)(141)     Press release issued by PeopleSoft on December 13, 2004 (incorporated by reference to exhibit 99.1 to PeopleSoft’s Current Report on Form 8-K, filed with the SEC December 13, 2004)(50)
  (a)(142)     Joint letter from Oracle Corporation and PeopleSoft to PeopleSoft stockholders dated December 15, 2004(50)
  (a)(143)     Opinion of Citigroup Global Markets Inc. dated December 12, 2004(50)
  (a)(144)     Opinion of Goldman, Sachs & Co. dated December 12, 2004(50)
  (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)

 

         
Exhibit No. Document
  (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)(43)
  (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)(43)
  (e)(34)     Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated thereunder(50)
  (e)(35)     Agreement and Plan of Merger dated as of December 12, 2004 among PeopleSoft, Oracle Corporation and Pepper Acquisition Corp.(50)
  (e)(36)     Consulting Agreement dated as of December 6, 2004 by and between PeopleSoft and Aneel Bhusri(50)
  (e)(37)     Confidentiality Agreement dated December 11, 2004, by and between PeopleSoft and Oracle Corporation(50)
  (e)(38)     Termination of Consulting Agreement by and between PeopleSoft, Inc. and Aneel Bhusri (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by PeopleSoft, Inc. on December 28, 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.
 
(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.
 
(46)  Previously filed as an exhibit to PeopleSoft’s Amendment No. 47 to Schedule 14D-9 filed with the SEC November 18, 2004.
 
(47)  Previously filed as an exhibit to PeopleSoft’s Amendment No. 48 to Schedule 14D-9 filed with the SEC November 22, 2004.
 
(48)  Previously filed as an exhibit to PeopleSoft’s Amendment No. 49 to Schedule 14D-9 filed with the SEC November 26, 2004.
 
(49)  Previously filed as an exhibit to PeopleSoft’s Amendment No. 50 to Schedule 14D-9 filed with the SEC December 10, 2004.
 
(50)  Previously filed as an exhibit to PeopleSoft’s Amendment No. 51 to Schedule 14D-9 filed with the SEC December 15, 2004.
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