SC TO-T/A 1 f91180sctovtza.txt SCHEDULE TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ------------------------------ J.D. EDWARDS & COMPANY (Name of Subject Company (Issuer)) PEOPLESOFT, INC. JERSEY ACQUISITION CORPORATION (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 281667105 (CUSIP Number of Class of Securities) ------------------------------ Anne S. Jordan Senior Vice President, General Counsel and Secretary PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, California 94588 (925) 225-3000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person) ------------------------------ COPY TO: Douglas D. Smith, Esq. Lisa A. Fontenot, Esq. Gibson, Dunn & Crutcher LLP One Montgomery Street, 31st Floor San Francisco, CA 94104 (415) 393-8200 ------------------------------ [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed on June 19, 2003 by PeopleSoft, Inc., a Delaware corporation ("PeopleSoft"), and Jersey Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of PeopleSoft, relating to Purchaser's offer to exchange all of the issued and outstanding shares of common stock, par value $.001 per share of J.D. Edwards & Company, a Delaware corporation, together with the associated stock purchase rights, for the consideration described in the Schedule TO. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibits:
EXHIBIT DESCRIPTION ------- ----------- (a)(5)(v) Press Release issued by PeopleSoft, dated June 19, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 19, 2003). (a)(5)(vi) Investor Presentation dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(vii) Letter to PeopleSoft Employees dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(viii) eWeek Article dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(ix) Advertisement dated June 23, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(x) Quest Article dated June 23, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 24, 2003). (a)(5)(xi) Email Newsletter to PeopleSoft Customers dated June 24, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 24, 2003). (a)(5)(xii) Transcript of TriNet Webcast dated June 25, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 25, 2003).
2 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. PEOPLESOFT, INC. By: /s/ Anne S. Jordan ------------------------------------- Name: Anne S. Jordan Title: Senior Vice President, General Counsel and Secretary JERSEY ACQUISITION CORPORATION By: /s/ Anne S. Jordan ------------------------------------- Name: Anne S. Jordan Title: Vice President, Secretary and Director Dated: June 27, 2003
3 EXHIBIT INDEX
EXHIBIT DESCRIPTION ------- ----------- (a)(5)(v) Press Release issued by PeopleSoft, dated June 19, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 19, 2003). (a)(5)(vi) Investor Presentation dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(vii) Letter to PeopleSoft Employees dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(viii) eWeek Article dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(ix) Advertisement dated June 23, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(x) Quest Article dated June 23, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 24, 2003). (a)(5)(xi) Email Newsletter to PeopleSoft Customers dated June 24, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 24, 2003). (a)(5)(xii) Transcript of TriNet Webcast dated June 25, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 25, 2003).
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