SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 7

to

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

PEOPLESOFT, INC.

(Name of Subject Company)

PEPPER ACQUISITION CORP.

ORACLE CORPORATION

(Names of Filing Persons—Offeror)

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

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

Telephone: (650) 506-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

William M. Kelly

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

Telephone: (650) 752-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$6,173,815,850	$499,462

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 316,605,941 (number of shares of common stock of subject company outstanding as of May 27, 2003 (according to the Agreement and Plan of Merger, dated June 1, 2003, by and among subject company, J.D. Edwards & Company and Jersey Acquisition Corporation, filed with the J.D. Edwards & Company Form 8-K filed on June 3, 2003, with the Securities and Exchange Commission) by $19.50 (the purchase price per share offered by Offeror).

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and Fee Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals 0.008090% of the transaction valuation.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$409,815	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T	Date Filed:	June 9, 2003

¨ 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.  ¨

Items 1 through 9, and Item 11.

This Amendment No. 7 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on June 9, 2002 by Oracle Corporation, a Delaware corporation (“Parent”), and Pepper Acquisition Corp. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share, and the associated preferred stock purchase rights (together, the “Shares”), of PeopleSoft, Inc., a Delaware corporation (the “Company”), at $16.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 9, 2003 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

The price per Share to be paid pursuant to the Offer has been increased from $16.00 per Share to $19.50 per Share, net to the seller in cash, without interest. The full text of the press release issued by Parent on June 18, 2003, announcing the increase in the offer price is filed herewith as Exhibit (a)(5)(xv). All references in the Offer to Purchase, the Letter of Transmittal, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and the Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, to the offer price of $16.00 per Share are hereby amended and restated to refer to $19.50 per Share.

The Offer to Purchase is further amended as follows:

The phrase “$5.1 billion” in the response to the question “Do you have the financial resources to pay for the shares” in the Summary Term Sheet is hereby deleted and replaced with the phrase “$6.2 billion”.

The response to the question “What does the Board of Directors of PeopleSoft, Inc. think of the offer” in the Summary Term Sheet is hereby deleted in its entirety and replaced with the following:

“On June 12, 2003, PeopleSoft, Inc. issued a press release, and filed a solicitation/recommendation statement with the Securities and Exchange Commission on Schedule 14D-9, announcing that PeopleSoft, Inc.’s Board of Directors had voted to recommend that PeopleSoft, Inc.’s stockholders reject the offer. Oracle Corporation has indicated in public statements and in communications to the Board of Directors of PeopleSoft, Inc. that Oracle Corporation continues to desire to meet with the Board of Directors of PeopleSoft, Inc. to discuss the offer. Other than the public statements of PeopleSoft, Inc., Oracle Corporation has received no response to the these communications.”

The phrase “$5.1 billion” in the first sentence of the first paragraph of Section 10 (“Source and Amount of Funds”) is hereby deleted and replaced with the phrase “$6.2 billion”.

The following is hereby inserted at the end of Section 11 (“Background to the Offer”).

“On June 12, 2003, PeopleSoft, Inc. issued a press release, and filed a solicitation/recommendation statement with the SEC on Schedule 14D-9, announcing that the Company Board had voted to recommend that the Company’s stockholders reject the Offer. Parent has indicated in public statements and in communications to the Company Board that Parent continues to desire to meet with the Company Board to discuss the Offer. Other than the public statements of the Company, Parent has received no response to the these communications.”

Item 10.    Financial Statements.

Not applicable.

Item 11.    Additional Information.

On June 16, 2003, the Company and J.D. Edwards & Company (“J.D. Edwards”) announced that they had amended the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of June 1, 2003, by and among the Company, J.D. Edwards and Jersey Acquisition Corporation (“Jersey Acquisition”). Pursuant to the Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of June 16, 2003, by and among the Company, J.D. Edwards and Jersey Acquisition, which is filed as an exhibit to the Schedule 13-D/A filed by the Company and Jersey Acquisition on June 17, 2003, the Company and Jersey Acquisition will commence an offer to exchange all of the outstanding shares of J.D. Edwards common stock for the right to receive a combination of cash and Shares with a value equal to the sum of $7.05 plus the value of 0.43 of a Share averaged over a 5-trading-day period. The Purchaser and Parent believe that the Company and J.D. Edwards have entered into this amendment for the purpose of denying Company stockholders the opportunity to vote on the issuance of Shares in connection with the proposed merger between the Company and J.D. Edwards.

On June 18, 2003, Parent and Purchaser filed a Complaint in the Court of Chancery of the State of Delaware, New Castle County, against the Company, Craig A. Conway, David A. Duffield, Aneel Bhusri, Steven D. Goldby, A. George Blatte, Frank J. Fanzilli, Cyril J. Yansouni and J.D. Edwards. The Complaint alleges that the defendants breached their fiduciary duties to Company stockholders, and in the case of J.D. Edwards, aided and abetted breaches of fiduciary duties by the other defendants, by, among other things, failing to accept or even adequately to consider the Offer, amending the Merger Agreement to deny Company stockholders a vote on the proposed merger between the Company and J.D. Edwards and wasting the Company’s corporate assets by initiating unreasonable rebate programs for customers in a further attempt to thwart the Offer. The Complaint seeks declaratory and injunctive relief, including, among other things, rescission of the amended Merger Agreement and redemption of the preferred stock purchase rights. A copy of the Complaint is filed herewith as Exhibit (a)(5)(xvi).

Item 12.    Exhibits.

(a)(1)(i)	Offer to Purchase dated June 9, 2003.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement dated June 9, 2003.*
(a)(5)(i)	Text of press release issued by Parent, dated June 6, 2003.*
(a)(5)(ii)	Text of press release issued by Parent, dated June 9, 2003.*
(a)(5)(iii)	Text of information on Parent’s website, posted June 10, 2003.*
(a)(5)(iv)	Text of press release issued by Parent, dated June 10, 2003.*
(a)(5)(v)	Slide presentation by Parent, dated June 13, 2003.*
(a)(5)(vi)	Text of press release issued by Parent, dated June 13, 2003.*
(a)(5)(vii)	Complaint and Jury Demand filed in the District Court for the City and County of Denver, Colorado on June 12, 2003.*
(a)(5)(viii)	Complaint filed in the Superior Court of the State of California, County of San Mateo on June 12, 2003.*
(a)(5)(ix)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(x)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xi)	Complaint filed in the Superior Court of the State of California, County of Alameda on June 13, 2003.*
(a)(5)(xii)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(xiii)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xiv)	Text of information on Parent’s website, posted June 16, 2003.*
(a)(5)(xv)	Text of press release issued by Parent, dated June 18, 2003.
(a)(5)(xvi)	Complaint filed in the Court of Chancery of the State of Delaware, New Castle County, on June 18, 2003.
(a)(5)(xvii)	Transcript of Conference Call held by Parent on June 18, 2003.
(a)(5)(xviii)	Investor presentation by Parent, dated June 18, 2003.
(b)(1)	Commitment letter described in Section 9, “Source and Amount of Funds” of the Offer to Purchase (the “Commitment Letter”).*
(b)(2)	Side Letter to the Commitment Letter.*
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

SIGNATURE

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.

Dated:  June 18, 2003

ORACLE CORPORATION
By:	/s/    SAFRA CATZ
	Name:	Safra Catz
	Title:	Executive Vice President
PEPPER ACQUISITION CORP.
By:	/s/    SAFRA CATZ
	Name:	Safra Catz
	Title:	President

EXHIBIT INDEX

Index No.
(a)(1)(i)	Offer to Purchase dated June 9, 2003.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement dated June 9, 2003.*
(a)(5)(i)	Text of press release issued by Parent, dated June 6, 2003.*
(a)(5)(ii)	Text of press release issued by Parent, dated June 9, 2003.*
(a)(5)(iii)	Text of information on Parent’s website, posted June 10, 2003.*
(a)(5)(iv)	Text of press release issued by Parent, dated June 10, 2003.*
(a)(5)(v)	Slide presentation by Parent, dated June 13, 2003.*
(a)(5)(vi)	Text of press release issued by Parent, dated June 13, 2003.*
(a)(5)(vii)	Complaint and Jury Demand filed in the District Court for the City and County of Denver, Colorado on June 12, 2003.*
(a)(5)(viii)	Complaint filed in the Superior Court of the State of California, County of San Mateo on June 12, 2003.*
(a)(5)(ix)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(x)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xi)	Complaint filed in the Superior Court of the State of California, County of Alameda on June 13, 2003.*
(a)(5)(xii)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(xiii)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xiv)	Text of information on Parent’s website, posted June 16, 2003.*
(a)(5)(xv)	Text of press release issued by Parent, dated June 18, 2003.
(a)(5)(xvi)	Complaint filed in the Court of Chancery of the State of Delaware, New Castle County, on June 18, 2003.
(a)(5)(xvii)	Transcript of Conference Call held by Parent on June 18, 2003.
(a)(5)(xviii)	Investor presentation by Parent, dated June 18, 2003.
(b)(1)	Commitment letter described in Section 9, “Source and Amount of Funds” of the Offer to Purchase.*
(b)(2)	Side Letter to the Commitment Letter.*
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

EX-99.(A)(5)(XV)

Exhibit (a)(5)(xv)

[LOGO OF ORACLE] News Release

Contacts: Joelle Fitzgerald Director Investor Relations Oracle Corporation (650) 506-4073 Jennifer Glass Vice President Corporate Public Relations Oracle Corporation (650) 633-6192

ORACLE BOOSTS PEOPLESOFT BID TO $19.50 PER SHARE

Oracle filing suit against PeopleSoft and its Board

REDWOOD SHORES, Calif.— June 18, 2003—Today, Oracle Corporation (Nasdaq: ORCL) announced that it will increase its cash tender offer to purchase all of the outstanding shares of PeopleSoft, Inc. (Nasdaq: PSFT) to $19.50 per share, or approximately $6.3 billion. This offer price is a 29% premium to the PeopleSoft stock price prior to the announcement of Oracle’s cash offer on June 6, 2003.

“In the last few days, Oracle executives have had the opportunity to speak with the holders of a majority of PeopleSoft shares,” said Oracle Chairman and CEO Larry Ellison. “Many of those shareholders indicated the prices at which they would tender their shares. Therefore, Oracle is raising its all-cash offer to $19.50 per share. Oracle remains committed to acquiring PeopleSoft and will not be deterred by management’s maneuvers to maintain control of a company they do not own. Contrary to what PeopleSoft management would have you believe, Oracle intends to fully support PeopleSoft customers and products for many years to come. Satisfying those customers is the key to the success of this acquisition.”

Jeff Henley, Oracle Executive Vice President and CFO, said, “We’ve reviewed the impact of the higher price and confirmed that the acquisition of PeopleSoft will still be accretive to Oracle, excluding the amortization of intangibles. We expect that a majority of shareholders will immediately contact PeopleSoft’s board and demand the opportunity to accept our offer.”

-more-

In addition, Oracle said it will file suit today in Delaware against PeopleSoft, its board of directors, and J.D. Edwards & Company in response to their collective efforts to eliminate PeopleSoft shareholders’ ability to accept Oracle’s tender offer. Oracle contends that PeopleSoft and its board breached their fiduciary duties, including failure to act in the best interest of PeopleSoft’s shareholders. Oracle seeks, among other things, rescission of the amended J.D. Edwards merger agreement and redemption of the PeopleSoft “poison pill”.

The tender offer remains subject to the same conditions as Oracle’s original offer, including expiration of the applicable Hart-Scott-Rodino waiting period, a majority of PeopleSoft’s shares on a fully diluted basis being tendered and not withdrawn, and the redemption or amendment of PeopleSoft’s shareholder rights plan. The offer is not subject to due diligence or financing.

Oracle will host a conference call today, June 18, 2003, at 5:30 a.m. PDT/8:30 a.m. EDT to discuss its increased offer. A live audio webcast of the call will be made available on the Oracle Investor Relations website at www.oracle.com/investor. The webcast will be available for replay for seven days following the conference call. Interested parties may also participate live via telephone by calling (719) 457-2649. The replay number is (719) 457-0820 (passcode: 430544), and will be available for 24 hours following the conference call. In addition, a copy of the complaint will be available on our website at www.oracle.com/peoplesoft.

Oracle is the world’s largest enterprise software company. For more information about Oracle, please call Investor Relations at (650) 506-4073 or visit Oracle on the web at www.oracle.com/investor.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE OFFER TO BUY PEOPLESOFT’S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE CORPORATION HAS FILED ON JUNE 9, 2003 AND PLANS TO AMEND TODAY. STOCKHOLDERS SHOULD READ THE OFFER TO PURCHASE AND RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS CAN OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO

THE TENDER OFFER FREE AT THE SEC’S WEBSITE AT SEC.GOV; FROM CREDIT SUISSE FIRST BOSTON LLC, THE DEALER MANAGER FOR THE OFFER; FROM MACKENZIE PARTNERS, THE INFORMATION AGENT FOR THE OFFER; OR FROM ORACLE CORPORATION.

EX-99.(A)(5)(XVI)

Exhibit (a)(5)(xvi)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

ORACLE CORPORATION, a Delaware corporation, and PEPPER ACQUISITION CORP., a Delaware corporation, Plaintiffs, v. PEOPLESOFT, INC, a Delaware corporation, CRAIG A. CONWAY, DAVID A. DUFFIELD, ANEEL BHUSRI, STEVEN D. GOLDBY, A. GEORGE BLATTE, FRANK J. FANZILLI, CYRIL J. YANSOUNI, and J.D. EDWARDS & COMPANY, a Delaware corporation, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Civil Action No.                 

COMPLAINT FOR DECLARATORY

AND INJUNCTIVE RELIEF

Plaintiffs Oracle Corporation (“Oracle”) and Pepper Acquisition Corp. (“Purchaser”), a wholly owned subsidiary of Oracle, for their complaint against defendants PeopleSoft, Inc. (“PeopleSoft”), Craig A. Conway, David A. Duffield, Aneel Bhusri, Steven D. Goldby, A. George Blatte, Frank J. Fanzilli and Cyril J. Yansouni (“Director Defendants”), and J.D. Edwards & Company (“J.D. Edwards”) allege, upon knowledge as to themselves and their own acts and upon information and belief as to all other matters, as follows:

Summary of this Action

1.    This action seeks redress for the egregious and continuing breaches of fiduciary duty by the members of the board of directors of PeopleSoft (the “PeopleSoft Board”) in taking aggressive steps to thwart, and refusing to give due consideration to, a bona fide, fully financed, non-coercive, non-discriminatory, all-cash tender offer for all the outstanding shares of

PeopleSoft common stock that was formally initiated by Purchaser on June 9, 2003 (the “Tender Offer”).

2.    The immediate reaction of PeopleSoft’s management to the Tender Offer was telling. The day that Oracle announced its intention to make the Tender Offer, PeopleSoft’s President and Chief Executive Officer Craig A. Conway (“Conway”), who is also a director of the corporation, was quoted in a news article as stating “[t]here is no condition that I can even remotely imagine where PeopleSoft would be sold to Oracle.” On June 7, 2003, Conway was further quoted as saying, “I could imagine no price or combination of price and other conditions to recommend accepting the offer to our shareholders.”

3.    The PeopleSoft Board had a responsibility to act in good faith but failed to discharge that fundamental duty. True to Conway’s shocking initial reaction, the PeopleSoft Board has engaged in a pattern of behavior that can only be characterized as entrenchment in the face of the Tender Offer. Thus, PeopleSoft has refused to respond to Oracle’s invitation to discuss the Tender Offer; has never asked Oracle for further information regarding the Tender Offer; has summarily rejected the Tender Offer in a Schedule 14D-9 filing that was issued only days after the Tender Offer was initiated (and long before such a response was due); has refused to redeem PeopleSoft’s “poison pill” or to exempt the Tender Offer from the operation of 8 Del. C. § 203; has told its customers that if the Tender Offer is consummated PeopleSoft will pay them double their money back (or more); and, in perhaps its most egregious action, has negotiated an amendment to its preexisting merger agreement with J.D. Edwards in order to deprive PeopleSoft’s public stockholders, who would be the prime beneficiaries of the Tender Offer, of the opportunity to vote on the proposed J.D. Edwards transaction, and to deplete PeopleSoft’s cash reserves in an effort to further deter the Tender Offer.

4.    This action seeks declaratory and injunctive relief requiring PeopleSoft to dismantle its takeover defenses (including its “poison pill,” the recent defensive amendment to a merger agreement with defendant J.D. Edwards, and the newly minted “double your money back

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offer” to PeopleSoft’s customers) and enjoining PeopleSoft from taking further action to thwart the stockholder franchise or to frustrate the Tender Offer.

5.    Under the original terms of the Tender Offer initiated on June 9, 2003, PeopleSoft stockholders whose shares are purchased by Purchaser in the Tender Offer would receive $16.00 per share in cash, representing a 6% premium above the average closing price of PeopleSoft’s stock on the Nasdaq National Market on June 5, 2003, the last full trading day before the first public announcement of the commencement of the Tender Offer.

6.    On June 18, 2003, Oracle announced that it had increased its Tender Offer to $19.50 per share in cash, representing a 29% premium above the average closing price of PeopleSoft’s stock on the Nasdaq National Market on June 5, 2003.

7.    The Tender Offer is the initial step in a proposed two-step transaction under which Purchaser would acquire all of the outstanding shares of PeopleSoft common stock. If successful, the Tender Offer will be followed by a merger with Purchaser or another direct or indirect subsidiary of Oracle (the “Proposed Merger,” and together with the Tender Offer, the “Proposed Acquisition”). Pursuant to the Proposed Merger, it currently is anticipated that each then-outstanding share of PeopleSoft (other than shares owned by Oracle or any of its subsidiaries or shares held in the treasury of PeopleSoft) would be converted into the right to receive an amount in cash equal to the price paid in the Tender Offer.

8.    Just prior to the initiation of the Tender Offer, on or about June 1, 2003, PeopleSoft entered into an Agreement and Plan of Merger with J.D. Edwards and Jersey Acquisition Corp. (the “J.D. Edwards Merger Agreement”). Pursuant to that agreement, PeopleSoft was to acquire J.D. Edwards in a stock-for-stock merger in which J.D. Edwards stockholders would receive 0.860 shares of PeopleSoft common stock for each share of J.D. Edwards common stock that they own. Because of the significant number of PeopleSoft shares that would be required to be issued under the J.D. Edwards Merger Agreement, PeopleSoft reported that it would be required under the applicable stock exchange rules to obtain the affirmative vote of PeopleSoft’s stockholders in order to proceed with the transaction.

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9.    In a reversal that was motivated by a desire to thwart the Tender Offer and preserve the positions of management and the PeopleSoft directors, however, on June 16, 2003, PeopleSoft and J.D. Edwards announced that they had entered into an amended merger agreement (the “Amended J.D. Edwards Merger Agreement”) that would eliminate the need to obtain approval for the transaction from PeopleSoft stockholders and would result in the expenditure by PeopleSoft of an additional $863 million in cash in order to consummate the transaction. The Amended J.D. Edwards Merger Agreement constitutes a draconian and unreasonable defensive measure that was adopted by the PeopleSoft Board, in breach of the directors’ duties of loyalty, care and good faith, aided and abetted by J.D. Edwards, in order to preclude Plaintiffs (or any other potential acquirors) from successfully completing the Tender Offer or consummating the Proposed Merger with PeopleSoft.

10.    Reportedly, PeopleSoft has further initiated an astounding and unprecedented rebate program that promises to provide some of its customers with double their money back (or more) in the event the Tender Offer and Proposed Acquisition are successful. This program threatens to waste the assets of PeopleSoft and, thereby, dissuade Plaintiffs from pursuing the Proposed Acquisition.

11.    The Tender Offer is conditioned upon, among other things, (i) the redemption or inapplicability of the Rights Plan; (ii) the exemption of the Tender Offer from Section 203; (iii) there being no amendment of the J.D. Edwards Merger Agreement (a termination of such agreement in accordance with its terms shall not constitute an amendment for this purpose) without Plaintiffs’ consent; and (iv) there being validly tendered and not withdrawn prior to the expiration of the Tender Offer that number of PeopleSoft shares which, when combined with the PeopleSoft shares owned by Oracle, Purchaser and their affiliates, represent a majority of the outstanding PeopleSoft shares on a fully diluted basis.

12.    By taking action to trigger these conditions and/or failing to take action to satisfy the conditions to the Tender Offer, the individual members of the PeopleSoft Board have breached their fiduciary duties owed to PeopleSoft’s stockholders under Delaware law.

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PeopleSoft’s stockholders, including Oracle, will be irreparably harmed absent relief from this Court.

The Parties

13.    Plaintiff Oracle is a Delaware corporation with its principal executive offices in Redwood City, California. Oracle develops, manufactures, markets and distributes computer software that helps its customers manage and grow their businesses and manage their operations. Most of Oracle’s software products can be categorized into two broad areas: database technology software and applications software. Oracle’s database software products are highly sophisticated information management programs that allow users to store, retrieve, manage and use their business data. Oracle’s applications software can be accessed with standard web browsers and can be used to automate business processes and to provide business intelligence for a company’s marketing, sales, order management, procurement, supply chain, manufacturing, service and human resources functions. In addition to computer software products, Oracle offers a range of consulting, education, support and other services. For customers who choose not to install its applications on their own hardware, Oracle also offers outsourcing services that permit web browser access to Oracle’s database technology and software applications hosted at sites that Oracle operates or manages.

14.    Oracle is both a holder of record and a beneficial owner of PeopleSoft common stock.

15.    Plaintiff Purchaser is a newly incorporated Delaware corporation and a wholly owned subsidiary of Oracle with its principal executive offices in Redwood City, California. To date, Purchaser has engaged in no activities other than those incident to its formation and the commencement of the Tender Offer.

16.    Defendant PeopleSoft is a Delaware corporation with its principal executive offices in Pleasanton, California. According to its most recent Form 10-K, PeopleSoft “designs, develops, markets and supports a family of enterprise application software products for use throughout large and medium sized organizations worldwide. . . . [PeopleSoft] provides

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enterprise application software for customer relationship management, human capital management, financial management and supply chain management, along with a range of industry-specific products. Within each of [PeopleSoft] application suites, [PeopleSoft] offers embedded analytics and portal applications. In addition, [PeopleSoft] offers a suite of products for application integration and analytic capability, including portal applications, an integration broker and enterprise warehouse products. . . . In addition to enterprise application software, [PeopleSoft] offers a variety of consulting and training services to its customers focused on implementing, optimizing and upgrading its software.”

17.    Defendant Conway is the President, Chief Executive Officer (“CEO”) and a director of PeopleSoft. According to PeopleSoft’s Schedule 14D-9 filed June 12, 2003, prior to June 6, 2003, the date Oracle announced its intent to commence a tender offer, the Compensation Committee of the Board of Directors of PeopleSoft approved amendments to Conway’s employment agreement to increase the severance payments to two years’ base salary plus target bonus and to provide for the following accelerated vesting of options and restricted stock: (i) immediate vesting of all unvested options and restricted stock upon a change of control of PeopleSoft and (ii) two years’ service credit upon termination of employment without cause or voluntary termination with good reason.

18.    Defendants David A. Duffield, Aneel Bhusri, Steven D. Goldby, A. George Blatte, Frank J. Fanzilli and Cyril J. Yansouni are directors of PeopleSoft. The Director Defendants, as directors of PeopleSoft, owe fiduciary duties of loyalty, care and good faith to PeopleSoft’s stockholders.

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19.    Defendant J.D. Edwards is a Delaware corporation with its principal executive offices in Denver, Colorado. According to its most recent Form 10-K, J.D. Edwards “develops and markets collaborative enterprise software and provides consulting, education, and support services. . . . [J.D. Edwards’] software applications help customers integrate various aspects of their businesses—from managing relationships with suppliers, employees, and customers to processing transactions and analyzing internal business information.”

FACTUAL BACKGROUND

I. The PeopleSoft Rights Plan

20.    On or about February 15, 1995, the PeopleSoft Board approved the adoption of the Rights Plan and declared a dividend of one preferred share purchase right (a “Right”) for each share of PeopleSoft common stock outstanding as of the close of business on February 27, 1995. The Rights Plan was amended in 1997. The Rights are distributed and become exercisable for one one-thousandth share of PeopleSoft’s Series A Participating Preferred Stock (the “Series A Preferred”) at a price of $190 on the close of business ten days after the earlier of (i) the first date of public announcement that any person (other than PeopleSoft, any subsidiary of PeopleSoft or any employee benefit plan of PeopleSoft or any subsidiary of PeopleSoft) has acquired or obtained the right to acquire beneficial ownership of 20% or more of PeopleSoft’s common stock (an “Acquiring Person”), or (ii) the publication pursuant to Rule 14-d2(a) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) of a tender or exchange offer which, if successful, would result in the beneficial acquisition by any person of 20% or more of PeopleSoft’s common stock (the earlier of (i) and (ii) being referred to as the “Distribution Date”). The Rights expire on February 15, 2005, unless earlier redeemed or exchanged by PeopleSoft.

21.    The primary purpose of the Rights Plan is not to enable the purchase of the Series A Preferred at the greatly inflated price of $190 for each one-thousandth share, but to allow the holder of the Right, under certain circumstances, to purchase shares of PeopleSoft’s or an acquiror’s common stock at a deep discount. If and when a person becomes an Acquiring

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Person, all Rights other than those held by the Acquiring Person “flip-in” and each right becomes exercisable for shares of PeopleSoft common stock equivalent in value to twice the exercise price of the Right. Thus, for the exercise price of $190, the holder of a Right may purchase PeopleSoft common stock having a market value of $380. If and when PeopleSoft engages in a merger or a sale of 50% or more of its assets, the Rights “flip-over” and become exercisable for shares of the acquiror’s common stock at the same deep discount price of two for the price of one. Thus, stockholders have no economic incentive to exercise the Rights until a person triggers the “flip-in” and/or “flip-over” provisions by becoming an Acquiring Person.

22.    The PeopleSoft Board may redeem the Rights, at a redemption price of $.01 per Right, any time prior to the close of business on the earlier of (i) the tenth day following the date of public announcement of the fact that an Acquiring Person has become such, or (ii) February 15, 2005.

23.    Purchaser’s acceptance of shares tendered pursuant to its Tender Offer will result in it becoming an Acquiring Person, will make the Rights exercisable for shares of PeopleSoft’s common stock at a discount of 50% of their market value, will make the Tender Offer economically infeasible for Purchaser to accomplish, and will deprive PeopleSoft’s stockholders of the ability to tender their shares unless the PeopleSoft Board redeems the Rights or otherwise amends the Rights Plan to render it inapplicable to the Tender Offer.

II. The Delaware Business Combination Statute

24.    Section 203 of the Delaware General Corporation Law, entitled “Business Combinations with Interested Stockholders,” applies to any Delaware corporation that has not opted out of the statute’s coverage. PeopleSoft has not opted out of the statute’s coverage.

25.    Section 203 was designed to impede coercive and inadequate tender and exchange offers. Section 203 provides that if a person acquires 15% or more of a corporation’s voting stock (thereby becoming an “interested stockholder”), such interested stockholder may not engage in a “business combination” with the corporation (defined to include a merger or consolidation) for three years after becoming an interested stockholder, unless: (i) prior to the

8

15% acquisition, the board of directors has approved either the acquisition resulting in the stockholder becoming an interested stockholder or the business combination; (ii) the interested stockholder acquires 85% of the corporation’s voting stock in the same transaction in which it crosses the 15% threshold; or (iii) on or subsequent to the date of the 15% acquisition, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders (and not by written consent) by the affirmative vote of at least 66 ²/3% of the outstanding voting stock which is not owned by the interested stockholder.

26.    Application of Section 203 to the Proposed Acquisition will potentially delay the Proposed Merger for at least three years. Accordingly, three years of the substantial benefits of the Proposed Acquisition will be forever lost. Additionally, any number of events could occur within those three years that would prevent the Proposed Merger altogether.

III.    Defendants’ Responses to the Proposed Acquisition

A.     Conway Prejudges The Tender Offer

27.    Despite the clear-cut and significant economic benefits of the Tender Offer, PeopleSoft’s President and CEO, defendant Conway, stated his position that any offer from Oracle—regardless of price—would be unacceptable within hours of the announcement of the Tender Offer and apparently before any consultation with the PeopleSoft Board. Indeed, on June 7, 2003, Conway was quoted in a news article as saying, “I could imagine no price or combination of price and other conditions to recommend accepting the offer to our shareholders.” According to another newspaper report, when Conway was asked whether he would consider entering into a transaction if Oracle raised its offering price, Conway replied: “If I said, I’ll give you $10 for your dog and then I’ll shoot it, what would you do? Would it make any difference if I offered you $20?” Conway was also quoted as saying that he thought the PeopleSoft board would only need “a short board call” to consider the Tender Offer.

B.    The Director Defendants Act To Entrench Themselves In Office

28.    Conway’s prediction of a “short board call” to consider the Tender Offer was accurate. Following his precipitous statements, the Director Defendants have followed Conway’s lead and, despite the many benefits to PeopleSoft’s stockholders it would provide,

9

have summarily rejected the Tender Offer and, in flagrant breach of their fiduciary duties to PeopleSoft stockholders, have initiated an array of defensive tactics designed to thwart Oracle or any other potential acquiror.

29.    When the Tender Offer was announced, Plaintiffs offered to begin a dialogue with the PeopleSoft Board for the purpose of discussing the Tender Offer. As noted above, Oracle’s invitation was met by the Director Defendants with silence, and only days later a flat rejection of the Tender Offer.

30.    On June 12, 2003, PeopleSoft announced that its board had unanimously rejected the Tender Offer and would not recommend the Tender Offer to its stockholders. A Schedule 14D-9 reporting this recommendation was filed shortly thereafter. The Director Defendants reached this significant decision only days after the Tender Offer was commenced, over a week before any recommendation to stockholders was required under the federal securities laws, and without even attempting to meet with Oracle or Purchaser to discuss the Tender Offer or the Proposed Acquisition.

PeopleSoft And J.D. Edwards Conspire To Thwart The Tender Offer

31.    The reason for the hasty rejection of the Tender Offer soon became apparent. On June 16, 2003, PeopleSoft and J.D. Edwards announced that they had altered the terms of their prior agreement and had entered into the Amended J.D. Edwards Merger Agreement. While the original merger agreement with J.D. Edwards had contemplated a stock-for-stock merger that would require approval by PeopleSoft’s stockholders, the amended agreement provides for consideration from PeopleSoft in the form of $863 million in cash (and less common stock) in addition to shares of newly issued PeopleSoft common stock. Each J.D. Edwards stockholder will have the right to elect to receive either cash or PeopleSoft common stock in the transaction, subject to proration. The Director Defendants and J.D. Edwards approved this negative adjustment to the merger agreement for the primary purpose of thwarting the Tender Offer. This reaction by the Director Defendants was an unreasonable response to the Tender Offer and their illegal actions were aided by the knowing participation of J.D. Edwards. The rationale behind

10

entering into the Amended J.D. Edwards Merger Agreement was to eliminate the need for a vote of PeopleSoft stockholders, spend cash that would otherwise be held by PeopleSoft and, thereby, thwart any potential acquirors.

32.    PeopleSoft’s announcement on June 16, 2003 that it had entered into the Amended J.D. Edwards Merger Agreement failed to inform its stockholders of the true rationale for the amendment—elimination of the vote of PeopleSoft stockholders. It was not until the following day that the amended agreement was made available to PeopleSoft stockholders and, even then, the fact that PeopleSoft’s stockholder vote was eliminated was not announced but rather was buried in an SEC filing.

33.    By so changing the terms of the proposed transaction, even if the Tender Offer is widely accepted, the Director Defendants have denied the PeopleSoft stockholders any voice in the planned acquisition of J.D. Edwards.

34.    By approving the Amended J.D. Edwards Merger Agreement, the Director Defendants breached their fiduciary obligation to act in the best interests of the PeopleSoft stockholders. Indeed, the Amended J.D. Edwards Merger Agreement constitutes an inappropriate defensive measure designed to preclude Plaintiffs from successfully consummating a merger with PeopleSoft.

35.    As a sophisticated party with experienced legal and financial advisors, J.D. Edwards knew of the unreasonable features of the Amended J.D. Edwards Merger Agreement. J.D. Edwards knew that the purpose of the contemplated amendment to the original merger agreement with PeopleSoft was to eliminate the previously required PeopleSoft stockholder vote. J.D. Edwards further knew that the sole reason that Conway and the other PeopleSoft directors wished to eliminate the PeopleSoft stockholder vote was to attempt to thwart the bona fide Tender Offer to PeopleSoft’s stockholders, in flagrant disregard of the directors’ fiduciary duties. Despite its knowledge that amending the J.D. Edwards Merger Agreement on the terms discussed would amount to a breach of fiduciary duty by the PeopleSoft directors, J.D. Edwards

11

actively encouraged such an amendment and thereby directly aided and abetted that breach of fiduciary duty.

PeopleSoft’s New “Customer Poison Pill.”

36.    In addition, under the direction and control of Conway and the other Director Defendants, PeopleSoft reportedly has recently initiated a new “Double Your Money Back Offer” to some PeopleSoft’s customers. According to press reports, under this program—designed primarily as a “poison pill” to deter if not thwart altogether the Tender Offer—PeopleSoft customers would be entitled to be paid double their money back or more in the event that the Tender Offer is successful. The financial press has described this offer as the “software industry equivalent to a poison-pill.” The Double Your Money Back Offer plainly threatens to waste the assets of PeopleSoft and to deter the Tender Offer and the Proposed Acquisition.

IRREPARABLE INJURY

37.    The PeopleSoft Board’s refusal to accept the substantial benefits of the Proposed Acquisition by these means is motivated by the Director Defendants’ wrongful desire to entrench themselves in office.

38.    Indeed, because the Proposed Acquisition threatens the incumbency of PeopleSoft’s Board, Plaintiffs believe that PeopleSoft will continue to take actions to frustrate the completion of the Tender Offer and the Proposed Acquisition. Any such manipulations of the corporate machinery (including further amendment of the J.D. Edwards Merger Agreement) having the effect of hindering the ability of PeopleSoft’s stockholders to maximize their wealth would merely serve to perpetuate the PeopleSoft Board’s control over the business. Such actions would clearly constitute unlawful entrenchment by the Director Defendants in violation of their fiduciary duties under Delaware law, to the irreparable injury of the PeopleSoft stockholders.

39.    The unlawful actions of the PeopleSoft Board, including its failure to accept the Proposed Acquisition, its failure to render the Rights Plan inapplicable to the Tender Offer, its failure to exempt the Tender Offer from Section 203, its entering into the Amended J.D. Edwards Merger Agreement, and its initiation of the Double Your Money Back Offer, are preventing the

12

PeopleSoft stockholders from receiving the benefits of the Proposed Acquisition and are thereby causing and will cause PeopleSoft’s stockholders irreparable harm. Unless the PeopleSoft Board is restrained by this Court, the substantial benefits of the Proposed Acquisition may be forever lost. The injury to Plaintiffs will not be compensable in money damages and Plaintiffs have no adequate remedy at law.

COUNT I

(Breach of Fiduciary Duty And Waste)

40.    Plaintiffs repeat and reallege each and every allegation set forth in paragraphs 1 through 39 as if fully set forth herein.

41.    The Director Defendants owe PeopleSoft’s stockholders the highest duties of care, loyalty and good faith, and have failed from the outset to meet those duties.

42.    The Director Defendants have and are continuing to breach the fiduciary duties owed the PeopleSoft stockholders by refusing to accept the Tender Offer and taking the following actions, among others, designed to thwart the Tender Offer: (1) entering into the Amended J.D. Edwards Merger Agreement; (2) permitting the initiating the Double Your Money Back Offer; (3) causing and/or threatening to cause the waste of PeopleSoft’s assets through these and other means; (4) failing to redeem the Rights or to render the Rights Plan inapplicable to the Proposed Acquisition; and (5) failing to take the steps necessary to render Section 203 inapplicable to the Proposed Acquisition.

43.    These efforts to frustrate the completion of the Tender Offer serve no legitimate purpose, and is not a reasonable response to the Proposed Acquisition, which poses no threat to the interests of PeopleSoft’s stockholders or to PeopleSoft’s corporate policy and effectiveness. As such, the actions of the Director Defendants are in breach of the fiduciary duties the Director Defendants owe to PeopleSoft’s stockholders under applicable Delaware law.

44.    The unlawful actions of the PeopleSoft Board are preventing the PeopleSoft stockholders from receiving the benefits of the Proposed Acquisition and are thereby causing and

13

will cause PeopleSoft’s stockholders irreparable harm. Unless the PeopleSoft Board is restrained by this Court, the substantial benefits of the Proposed Acquisition may be forever lost.

45.    The injury to Plaintiffs will not be compensable in money damages and Plaintiffs have no adequate remedy at law.

COUNT II

(Breach Of Fiduciary Duty: Failure To Act With Due Care)

46.    Plaintiffs repeat and reallege each and every allegation set forth in paragraphs 1 through 45 as if fully set forth herein.

47.    The Director Defendants owe PeopleSoft’s stockholders the highest duties of care, loyalty and good faith.

48.    The Tender Offer is non-coercive and non-discriminatory, is fair to PeopleSoft’s stockholders, and poses no threat to PeopleSoft’s corporate policy and effectiveness.

49.    Notwithstanding, the Director Defendants prejudged the Tender Offer and summarily rejected the Tender Offer without adequate informing themselves of the merits of the Proposed Acquisition. The Director Defendants reached this significant decision within just days of the initiation of the Tender Offer and without the benefit of any meeting with Plaintiffs to discuss the potential benefits of the Proposed Acquisition. The Director Defendants’ summary rejection of the Tender Offer constituted gross negligence and an abandonment of the Director Defendants’ fiduciary obligations. As such, the actions of the Director Defendants are in breach of the fiduciary duties the Director Defendants owe to PeopleSoft’s stockholders under applicable Delaware law.

50.    Plaintiffs have no adequate remedy at law.

COUNT III

(Declaratory And Injunctive Relief: Takeover Defenses)

51.    Plaintiffs repeat and reallege each and every allegation set forth in paragraphs 1 through 50 as if fully set forth herein.

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52.    The Director Defendants owe PeopleSoft’s stockholders the highest duties of care, loyalty and good faith.

53.    The Tender Offer is non-coercive and non-discriminatory, is fair to PeopleSoft’s stockholders, and poses no threat to PeopleSoft’s corporate policy and effectiveness.

54.    Adoption of any defensive measures against the Tender Offer, the Proposed Merger, or that would prevent a future board of directors from exercising its fiduciary duties—including, but not limited to, amendments to the Rights Plan, amendments to PeopleSoft’s bylaws, further amendments to the J.D. Edwards Merger Agreement, the initiation of unreasonable rebate programs (such as the Double Your Money Back Offer), pursuit of alternative transactions with substantial break-up fees and/or lock-ups, “White Knight” stock issuances, changes to licensing agreements, or executive compensation arrangements with substantial payments triggered by a change in control—would be a breach of the Director Defendants’ fiduciary duties to PeopleSoft’s stockholders.

55.    Plaintiffs have no adequate remedy at law.

COUNT IV

(Breach Of Fiduciary Duty: Duty of Candor and Denial Of Stockholder Vote)

56.    Plaintiffs repeat and reallege each and every allegation set forth in paragraphs 1 through 55 as if fully set forth herein.

57.    The Director Defendants owe the PeopleSoft shareholders the highest fiduciary duties of candor and full disclosure.

58.    PeopleSoft’s announcement on June 16, 2003 that it had entered into the Amended J.D. Edwards Merger Agreement failed to inform its stockholders of the true rationale for the amendment—elimination of the vote of PeopleSoft stockholders. It was not until the following day that the amended agreement was made available to PeopleSoft stockholders and, even then, the fact that PeopleSoft’s stockholder vote was eliminated was not announced but rather was buried in an SEC filing.

15

59.    By so changing the terms of proposed transaction with J.D. Edwards, even if the Tender Offer is widely accepted, the Director Defendants have breached their duties of candor and disclosure to the PeopleSoft stockholders by depriving them of any vote or power to prevent the acquisition of J.D. Edwards on the unreasonable terms set forth in the Amended J.D. Edwards Merger Agreement.

60.    By these actions, the Director Defendants have breached their fiduciary duties owed to PeopleSoft’s stockholders. Unless ordered to take corrective measures by this Court, the Director Defendants will continue to breach their fiduciary duties owed to PeopleSoft’s stockholders.

61.    Plaintiffs have no adequate remedy at law.

COUNT V

(Aiding And Abetting Breach Of Fiduciary Duty)

62.    Plaintiffs repeat and reallege each and every allegation set forth in paragraphs 1 through 61 as if fully set forth herein.

63.    The Director Defendants owe PeopleSoft’s stockholders the highest duties of care, loyalty and good faith.

64.    J.D. Edwards knew that the primary purpose of the Amended J.D. Edwards Merger Agreement was to eliminate the previously required PeopleSoft stockholder vote. J.D. Edwards further knew that the sole reason that Conway and the other PeopleSoft directors wished to eliminate the PeopleSoft stockholder vote was to attempt to thwart the bona fide Tender Offer to PeopleSoft’s stockholders, in flagrant disregard of the directors’ fiduciary duties. Despite its knowledge that amending the J.D. Edwards Merger Agreement on the terms discussed would amount to a breach of fiduciary duty by the PeopleSoft directors, J.D. Edwards actively encouraged such an amendment and thereby directly aided and abetted that breach of fiduciary duty.

65.    Plaintiffs seek injunctive relief preventing J.D. Edwards, its employees, agents and all persons acting on its behalf, from aiding and abetting the Director Defendants’ breach of

16

fiduciary duties to the PeopleSoft stockholders with respect to the Amended J.D. Edwards Merger Agreement.

66.    Plaintiffs have no adequate remedy at law.

WHEREFORE, Plaintiffs respectfully request that this Court:

a.  declare that the Director Defendants have breached their fiduciary obligations to PeopleSoft stockholders under Delaware law by entering into the Amended J.D. Edwards Merger Agreement and, therefore, that such agreement is invalid and unenforceable;

b.  order that the Amended J.D. Edwards Merger Agreement be rescinded, and that enforcement of the agreement be temporarily, preliminarily, and permanently enjoined;

c.  declare that the Director Defendants have breached their fiduciary obligations to PeopleSoft stockholders under Delaware law by causing PeopleSoft to initiate the Double Your Money Back Offer and, therefore, that such offer is invalid and unenforceable;

d.  declare that the Director Defendants have breached their fiduciary obligations to PeopleSoft stockholders under Delaware law by failing to redeem the Rights in response to the Tender Offer;

e.  compel PeopleSoft and its Director Defendants to redeem the Rights or to render the Rights Plan inapplicable to the Proposed Acquisition;

f.  declare that the Director Defendants have breached their fiduciary obligations to PeopleSoft stockholders under Delaware law by failing to render Section 203 inapplicable to the Proposed Acquisition;

g.  compel the Director Defendants to approve the Proposed Acquisition for purposes of Section 203 and enjoin them from taking any action to enforce or apply Section 203 that would impede, thwart, frustrate or interfere with the Proposed Acquisition;

h.  temporarily, preliminarily and permanently enjoin PeopleSoft, its employees, agents and all persons acting on its behalf or in concert with it from (i) further amending the J.D. Edwards Merger Agreement; (ii) continuing the Double Your Money Back Offer; (iii) taking any action with respect to the Rights Plan, except to redeem the Rights or

17

render the Rights Plan inapplicable to the Tender Offer; and (iv) adopting any other Rights Plan or other measures, or taking any other action designed to impede, or which has the effect of impeding, the Tender Offer or the efforts of Oracle to acquire control of PeopleSoft;

i.  temporarily, preliminarily and permanently enjoin defendants, their affiliates, subsidiaries, officers, directors and all others acting in concert with them or on their behalf from bringing any action concerning the Rights Plan or Section 203 in any other court;

j.  declare that the adoption of any further measures that have the effect of impeding, thwarting, frustrating or interfering with the Tender Offer, the Proposed Merger, constitute a breach of the Director Defendants’ fiduciary duties;

k.  enjoin PeopleSoft and the Director Defendants from adopting any measure that has the effect of impeding, thwarting, frustrating or interfering with the Tender Offer, or the Proposed Merger, including, but not limited to, amendments to the Rights Plan, amendments to PeopleSoft’s bylaws, further amendments to the J.D. Edwards Merger Agreement, the initiation of unreasonable rebate programs (such as the Double Your Money Back Offer), pursuit of alternative transactions with substantial break-up fees and/or lock-ups, “White Knight” stock issuances, changes to licensing agreements, or executive compensation arrangements with substantial payments triggered by a change in control;

l.  award Plaintiffs their costs and disbursements in this action, including reasonable attorneys’ and experts’ fees; and

m.  grant Plaintiffs such other and further relief as this Court may deem just and proper.

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OF COUNSEL:
	Allen M. Terrell, Jr.
Michael P. Carroll	Daniel A. Dreisback
Joel M. Cohen	Brock E. Czeschin
Frank S. Moseley	James H. McMackin, III
Davis Polk & Wardwell	Richards, Layton & Finger, P.A.
450 Lexington Avenue	One Rodney Square
New York, NY 10017	P.O. Box 551
(212) 450-4000	Wilmington, DE 19899
	(302) 651-7700
	Attorney for Plaintiffs

Dated: June 18, 2003

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EX-99.(A)(5)(XVII)

Exhibit (a)(5)(xvii)

Jeff Henley

Chuck Phillips

Q&A

Key: Jeff:    Jeff Henley

Chuck:    Chuck Phillips

Questionable words/phrases in [brackets]

Jeff:    Good morning. On July 6^th, we announced the cash tender offer for the shares of PeopleSoft Corporation at $16.00 a share. Oracle remains absolutely committed to reaching a successful conclusion of our tender offer for PeopleSoft.

We believe this transaction is in the best interest of the shareholders and customers of both companies. As many of you also know, the Oracle management team is in meeting extensively with the shareholders of PeopleSoft over the last three business days.

Through these meetings, we have received input from a broad range of shareholders to represent the majority of the outstanding PeopleSoft shares. Most of these shareholders are also orders of stocks in Oracle Corporation.

In meeting with the investors, we shared with our views on the significant and exciting potential of an Oracle/PeopleSoft business combination. It was clear to us that ______ was that both companies endorse the strategy in concept behind our acquisition.

Every shareholder we met, recognized the sizable synergies inherent in this acquisition and that Oracle would become a more

Jeff Henley Chuck Phillips Q&A 2

significant competitor to Microsoft, SAP and other companies in the software industry.

Investors have told us also that they believe some of the rationalizations of the highly fragmented software and it was nearly that 3,000 vendors is overdue. After several years of a very tough spending environment for the software industry, investors remain concerned about the growing number of unprofitable software companies.

Investors know this is a highly competitive industry and software buyers remain conservative and focused on price. To remain profitable, software companies will have to build economies of scale.

We listened closely to the owners of PeopleSoft. Based on that input, we decided to raise our all cash offer to $19.50. This represents a 29% increase to the PeopleSoft stock price prior to the announcement of Oracle’s cash tender offer on June 6^th. Of course, we’re not going to pay a premium for a [piece] PeopleSoft’s cash so if you exclude the cash, we’re paying a 48% premium on the value they’re [on drawing] business from that June 6^th date.

This transaction will immediately be equated for Oracle shareholders exclusive of amortization and tangibles. And within a year, it should be accretive on a GAAP basis. This substantial increase in price also demonstrates our strong desire to swiftly conclude this transaction.

Jeff Henley Chuck Phillips Q&A 3

Our revised price represents a great value for PeopleSoft shareholders, especially in the light of PeopleSoft’s business. The business of PeopleSoft is declining at an accelerating pace. Licensing revenues were down 39% in the March quarter, compared to 13% decline in Q1 last year.

PeopleSoft’s solution for arresting this negative momentum is to buy J.D. Edwards, an unprofitable company that has never reported, even at the peak of the technology spending boom, annual operating margins greater than 11% and that had single digit margins for most of its corporate history.

Our increased bid represents a higher price than where the PeopleSoft stock closed 87% of the time over the last year.

We are confident we will prevail with our revised price. Let me now turn it over to Chuck Phillips to make a few additional comments.

Chuck:    Thanks, Jeff. This is a win/win transaction. First, PeopleSoft shareholders win. PeopleSoft shareholders receive certain cash value with no exit risk. PeopleSoft customers win. We are extending the support periods for PeopleSoft products. Contrary to numerous reports in the press, we do not plan to eliminate support for PeopleSoft products, period.

PeopleSoft customers will not be forced to migrate to Oracle applications, period. Instead, when any of these customers elect to migrate to the Oracle E-Business suite, they will receive a

Jeff Henley Chuck Phillips Q&A 4

free license upgrade for like modules and access to the only enterprise application suite built on Internet technology.

Oracle customers win. Oracle customers will benefit from the additional developers and intellectual property acquired. The best features and ideas from PeopleSoft will be incorporated into future versions of the E-Business suite. Oracle shareholders win. The transaction will be immediately accretive for Oracle shareholders, exclusive of amortization of intangibles. The combined company will be second largest applications company and will compete effectively with Microsoft, SAP, and other companies in the increasingly competitive enterprise applications industry.

Our forecast of earnings accretion is not predicated on unrealistic assumptions resulting from a desperate attempt to build a financial case. Our numbers are conservative and logical. Oracle has been responsive to PeopleSoft shareholders’ views. We strongly suggest PeopleSoft’s board show the same concern for its own shareholders’ interest.

Our revised bid represents a compelling cash offer for PeopleSoft shareholders. Unfortunately, PeopleSoft’s management restructured their deal with J.D. Edwards to remove the ability of PeopleSoft shareholders to [vote] with respect to that transaction and, if left in place, their poison pill ______, unless removed, will prohibit shareholders from deciding for

Jeff Henley Chuck Phillips Q&A 5

themselves if they want a higher cash offer. PeopleSoft shareholders should have a choice.

As indicated in our press release, we are commencing litigation in Delaware today in order to reverse this pattern of entrenchment and enable that choice. In that suit, Oracle contends that PeopleSoft and its board breached their fiduciary duties and failed to act in the best interest of PeopleSoft shareholders.

We encourage you to call PeopleSoft at 1-800-380-7638, I repeat, 1-800-380-7638, and, one, urge their board to redeem the poison pill, and, two, meet with Oracle management immediately. With that, we’re open for questions.

Operator:    Thank you, the question and answer session will be conducted electronically. If you would like to ask a question, please press the * key followed by the digit 1 on your touchtone phone. If you are on a speakerphone, please remove your mute function to allow your signal to reach our equipment. Also, we ask that you limit yourself to one question.

Again, if you would like to ask a question, press *1 on your touchtone telephone. We’ll pause for just one moment to assemble the roster.

[pause]

Operator:    And our first question will come from David Hall of Freidman, Billings & Ramsey.

Jeff Henley Chuck Phillips Q&A 6

David:    Great, thank you. I was hoping you can share a little more color, when you guys talked about the deal being accretive, maybe try to quantify that with some type of range and help us understand the current outlook for PeopleSoft’s revenues, how much of that would you expect to take the first year, fiscally, on the license side? Thank you.

Jeff:    Yeah. This is Jeff Henley. We have not been specific as to the exact numbers and so forth. What we have said is that, clearly, the support revenue, we would expect to continue for some significant time because we expect many of the PeopleSoft customers would not quickly move over to the Oracle platform.

But we believe over the long haul that many will because they’ll see the value of the next generation product that we’ll offer.

So the maintenance revenues are going forward, will be pretty steady. However, the rest of the revenues, the license revenues, the consulting revenues, the education and so forth, we would expect those to drop significantly. We will be offering PeopleSoft customers the right to buy additional PeopleSoft software and, certainly, some of them will do that, but we’re not going to be offering it to new customers and so forth, so they will be significant revenue decline, but for maintenance, and to offset that, there will be a significant reduction in expense.

We will be sure to have adequate support around call center support, around development and so forth, because we are very

Jeff Henley Chuck Phillips Q&A 7

committed to maintaining the quality of the current PeopleSoft versions, other than version 8, but in many of the other areas, not surprisingly, there would be a combination of effort around selling, marketing, ______ and so forth, so there would be a very significant reduction in expense, so all of that, as we said in the call, would be accretive before the amortization of intangibles. This deal will have a fair amount of intangibles that will have to be amortized, a significant portion of which we have to amortize, but, as I said earlier, we expect within a year, even including the amortization of intangibles, this should be accretive to the Oracle shareholders.

David:    We’ve heard from the field that PeopleSoft is putting a clause in some of their contracts where they’re guaranteeing a refund to customers if Oracle does acquire them. I guess, what is your take on that? Is that legal, in your sense, and have you heard that, and what do you think?

Chuck:    Well, we’ll have. We’ve heard rumors. We don’t really know, so we’ll have to see the details to be able to comment. Obviously, if they’re doing something like that, it’s a pretty egregious act, but I don’t know if it’s a fact or not.

David:    Okay. Thank you.

Operator:    Thank you. Moving on, we’ll hear next from Rick [Sheldon] of Goldman Sachs.

Rick:    You just answered it. The clarification was on the amortization. You’re saying it’s accretive after the first year,

Jeff Henley Chuck Phillips Q&A 8

even with the intangibles, and the reason for that is that what will not pick up the full maintenance fees the first year because we can’t pick up all the different revenues and purchase accounting.

Chuck:    That’s correct. It is what I would describe as a somewhat peculiar accounting treatment, so that you write down some of this deferred revenue and you really don’t, for the first year, recognize a normal amount of maintenance, but then you pick that up after the first year.

Rick:    How much of their maintenance would you anticipate being able to pick up and how much would you have to push out?

Chuck:    Again, I haven’t given out any of the details because it differs by quarters, so perhaps we’ll come back to this at a later time, but at this point, suffice to say that even with ______ amount of intangibles, within a year, we expect this to be fully accretive on a GAAP basis.

Operator:    Thank you. Next, we’ll hear from Brendan ______ of Pacific Quest Securities.

Brendan:    Thank you. Does this mean that you’ll continue to sell the PeopleSoft products for some period of time, and if so, do you have any ideas on how long that may be? Chuck?

Chuck:    Yeah. Well, I think what we’ve said is that our intention is for the E-Business suite to be the go-forward product forestalling new licenses. However, there will be some customers who need to, for existing installations, to buy some

Jeff Henley Chuck Phillips Q&A 9

additional [seats] so we’ll have a limited capability for them to do that, via telesales and maybe some limited presence in the field, but we won’t actively be pushing that, but for customers who want that, they’ll be able to buy it.

Brendan:    Do you have any timeframe on that? How long do you think you’ll leave that opportunity open for?

Chuck:    We haven’t come up with a timeframe. We’ll see what makes sense as we speak with customers.

Jeff:    Again, we intend to support these products for a long time, so I wouldn’t see why we wouldn’t be willing to take orders for additional seats.

Brendan:    Great. Is there any timing on the lawsuits that are out there? I know, a year-long suit against [JDED] and when we might see some first response back so that [JDED] can move ahead with this and then also, PeopleSoft’s injunctive claim that went in on Monday to try to prevent you guys from going forward with this? Do you know what the timeline is [talk over]

Chuck:    Truly in the hands of the courts, so I wouldn’t want to speculate.

Brendan:    Okay. Thanks.

Operator:    Thank you. Moving on to Cash ______ of [Marcovia] Securities.

Cash:    Hi. Thank you very much. Just wondering, a technical question here. What percentage of PeopleSoft shares outstanding have to be tendered to Oracle for you to consummate the merger,

Jeff Henley Chuck Phillips Q&A 10

and have you identified any potential roadblocks with the PeopleSoft ownership structure ala the larger shareholder that you might have to work around in order to consummate the ______.

Chuck:    Well, again, we need a simple majority of the shares to be tendered. I don’t believe the insiders have a majority, so, by definition, I don’t think that should be a problem. However, the single most important issue is that the board has to redeem their poison pills, so I think that’s the thing that we’ve urged all shareholders. We’ve sued them as well to get them to face up to the reality that they need to get rid of this pill.

Cash:    Okay. Thank you very much.

Operator:    Thank you. Breck Bill of Prudential has our next question.

Breck:    You mentioned the free license upgrade. Any current thoughts on how you’re going to help those guys on the services side. I know Larry mentioned creating better migration tools, but the services side is obviously going to be the most expensive for the customer to incur that upgrade.

Jeff:    Chuck.

Chuck:    Yeah, we’ve already had a lot of our partners express interest in building migration practices, so there’s plenty of people who are interested in doing that. As you know, we’ve been pushing aggressively offshore, so that’s another way to lower the costs, so we have some ideas on that, and we think, given access

Jeff Henley Chuck Phillips Q&A 11

to the code and given access to the developers, the migration tools should be much more robust, which means you need less services if we build them right.

Jeff:    And, again, I would add that our assumption is that customers will choose to upgrade when they want to upgrade, and even if they had – we’re going to a new version of PeopleSoft, which they wouldn’t be, in this case – there’s costs and expense to upgrade, any time you upgrade, so our goal is to make this very seamless and smooth so that it’s not substantially more challenging than a regular upgrade to a next version of PeopleSoft. The upgrade for PeopleSoft 7 to 8 was quite difficult, quite complex. Oracle would make it actually less complicated, less painful.

Breck:    And just assuming the deal closes, what are the implications for the pricing environment, in your mind, for the industry?

Jeff:    I think that the pricing in this industry has continued to drop over the years, and, certainly, the recession intensified it, so I think there’s lots of competition. Everybody wants more than their fair share. That never changes.

The other thing is that customers are really asking the tougher questions about RoI and so forth more than ever, and so I think our strategy has been to continue to lower the cost of ownership for customers. I mean, I think irrespective of competition even, the thing that drives decisions is for

Jeff Henley Chuck Phillips Q&A 12

customers to get a lower cost of ownership, so they can justify taking on new projects and doing more things, so we have had an aggressive effort, as you know, around the whole Linux platform, as a way to lower hardware costs, a way to rapidly implement through business flows and moving some of our mix of work to India, so we can lower the average billing rate. We’ve got an outsourcing option, so we’re very aggressively trying to get the cost of ownership down, forgetting even competition, because that is so critical to customers to be able to be comfortable that they’re making a good investment and so forth.

But, on top of that, we’ve got a lot of big and small competitors, so obviously, historically, that has been the trend in the software industry. The prices, but for Microsoft, who raised their prices over the years, in database or applications, these prices typically fall over time.

Breck:    Thanks.

Jeff:    And, Breck, one more point on that last question. We can use our outsourcing service to lower the cost of migration as a path to migration. We can outsource it while people are doing that conversion.

Operator:    Thank you. Charles [diBono] of Sanford Bernstein has our next question.

Charles:    Yes. I was wondering, given your legal response to the revised J.D. Edwards merger agreement, can you talk about any

Jeff Henley Chuck Phillips Q&A 13

obstacle you see there, or are there any conditions on your revised bid related to the J.D. Edwards situation?

Jeff:    Yeah. I think that the only change we’ve made in the tender offer merger conditions is price, at this point. Our consent is still required for the change in the J.D. Edwards offer exchange. There are a number of other conditions, primarily that the pill, being the biggest single thing we’ve talked about earlier, which requires the actions of the board, so we’re looking forward to meeting with the PeopleSoft board and working on this so we can expedite this whole transaction.

Charles:    And, Jeff, are you still sort of on the same time schedule you were on initially?

Jeff:    Yes. That doesn’t change. We filed a week ago, last week for the ______ stop, and we’re trying to do everything we can to expedite this process through the regulatory authorities.

Charles:    Thank you.

Operator:    Cameron Steele of RBC Capital Markets.

Cameron:    Thanks. Just could you comment on how you guys view PeopleSoft’s consulting business as an asset, and assuming that a combined set of companies, what should we expect from, what do you intend to do with that line of business, and how should we think about it in a combined sense?

Jeff:    Okay, Chuck.

Chuck:    Honestly, there have been some very serious customer obligations to continue the existing projects, so we take those

Jeff Henley Chuck Phillips Q&A 14

seriously and we’ll complete those obligations. But the duration of the contracts is roughly nine months to a year, so that will naturally wind down as those projects come to completion, but there’s certainly no reason for PeopleSoft customers to feel like those projects won’t get done. We will certainly commit to doing that.

Operator:    Our next question will come from Jim [Mendelsohn] of South [U Tech].

Jim:    Yes. Chuck, maybe you could comment a little bit on how your joint customers seem to be responding to this pending takeover and also give some comment on just the absolute number of overlapping customer for Oracle E-Business and PeopleSoft.

Jeff:    Well, I’ll start and Chuck can finish. I think that clearly we have some customers, a few of which we’ve actually disclosed publicly that already have decided to switch from PeopleSoft to Oracle, to get a combined platform of just Oracle applications, so I think customers see the merit of having a unified E-Business suite. I think that some PeopleSoft customers will have to get out there and get to know the functional owners, the HR Department or something, and, again, our message is we’re not going to change anything. You can continue to use your things, but I believe that once they realize the advancements we’ve made and the power of the E-Business suite, I think they, like Merrill Lynch and others, will begin to really understand

Jeff Henley Chuck Phillips Q&A 15

the value of when the next generation comes around, wanting to move to the E-Business suite.

Chuck:    Yeah. I’ve heard some mixed comments. You’d expect that, given what they’re going through, but although some are concerned about it, there are other customers who are looking forward to receiving global support. Oracle is a much larger company with support operations in every major region, and for multi-national companies who are looking for that, they certainly appreciate that and look forward to Oracle supporting them in other markets.

Operator:    Thank you. Next we’ll hear from Pat Piper of Piper Jaffray.

Pat:    . . . get the first response back and right now, the tender offer runs through July 7th. With the change in price, are you not extending the timeframe of the tender offer? And then I have a quick follow-up.

Jeff:    No, it’s really not necessary, but, again, we certainly can and probably would extend the offer, but it’s just customary to keep a short leash on the date.

Pat:    Okay. And then, on the accretive and first quarter, I’m just trying to understand how that would be possible, given the need to write down all the deferred and actually get less revenue on the maintenance side. I’m just trying to understand the accretion right out of the gate.

Jeff Henley Chuck Phillips Q&A 16

Jeff:    Well, again, we said, once we consummate the transaction, the first full quarter, but for amortization of intangibles, we think this can be accretive, so it means that we would very quickly have to reduce a lot of the costs. I think we’re capable of doing that, but we would be ready and willing and able to very quickly address that, so that’s really it. Just a question of our ability to execute some significant cost reduction very quickly.

Pat:    And that would exclude presumably the charge related to actually having to reduce costs as well?

Jeff:    Yeah. Actually, those charges don’t immediately run through the income statement. They get capitalized as part of the intangibles, and then get amortized as part of the intangibles over time.

Pat:    Okay.

Jeff:    At least some portion, some significant portion. We expect that some of this will remain as good will, but the majority of these costs will be amortized over a period of time.

Pat:    Thanks.

Operator:    And today’s final question will come from Adam Holt of J.P. Morgan.

Adam:    Good morning. Have your meetings over the last three days changed your thinking at all about the potential for including J.D. Edwards eventually from an acquisitive perspective?

Jeff Henley Chuck Phillips Q&A 17

Jeff:    No. I don’t think anything’s really changed. We’re focused on the PeopleSoft offer that we’ve made, and we’ll take that first and deal with the J.D. Edwards later.

Adam:    Thanks.

Operator:    That does conclude today’s question and answer session. This is Jill. I’ll turn the conference back over to you for any additional or closing remarks.

__:    Okay, thank you, operator. That concludes the call.

[end of tape]

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Information in this release relating to Oracle’s future prospects (other than those statements relating to the tender offer) which are “forward-looking statements” are subject to certain risks and uncertainties that could cause actual results to differ materially, including, but not necessarily limited to, the following: (1) Economic, political and market conditions could continue to adversely affect purchasing decisions for computer software and services throughout the world. The war on terrorism and the potential for war or other hostilities in other parts of the world add to the climate of uncertainty that could adversely affect revenues. Delays in closing of sales, reductions in size of individual sales without an offsetting increase in volume or delays in product delivery can cause quarterly revenues and income to fall significantly short of anticipated levels. (2) Management’s ability to forecast revenues and control expenses, especially on a quarterly basis, continues to be a challenge. An unexpected decline in revenues without a corresponding and timely slowdown in expense growth could have a material adverse effect on results of operations. (3) Oracle is introducing new or revised versions of its products and services, such as Oracle 9i Database, Oracle 9iAS Application Server, E-Business Suite, Oracle Collaboration Suite and Outsourcing; the market acceptance and contribution to Oracle’s revenues of these new versions or products and services cannot be assured. (4) Oracle has made changes to its pricing model and sales organization, which could lead to a decline or delay in sales as its sales force and customers adjust to the new pricing policies and organizational changes. Intense competition in the various markets in which Oracle competes may also put pressure on Oracle to reduce prices on certain products. (5) The market for Oracle’s products is intensely competitive and is characterized by rapid technological advances and frequent new product introductions. There can be no assurances that Oracle will continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance. Oracle undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with Oracle’s business, please refer to the “Risk Factors” section of Oracle Corporation’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Oracle Corporation’s Investor Relations Department at (650) 506-4073 or Oracle’s Investor Relations website at http://www.oracle.com/investor.

The solicitation and the offer to buy PeopleSoft’s common stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003. Stockholders should read the Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Offer to Purchase and related materials free at the SEC’s website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from MacKenzie Partners, the Information Agent for the offer, or from Oracle Corporation.

EX-99.(A)(5)(XVIII)

Exhibit (a)(5)(xviii)

ORACLE®

Disclaimer

The solicitation and the offer to buy PeopleSoft’s common stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003 and plans to amend today. Stockholders should read the Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Offer to Purchase and related materials free at the SEC’s website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from MacKenzie Partners, the Information Agent for the offer, or from Oracle Corporation.

2

Oracle’s Revised Offer

Increased to $19.50 per share based on direct feedback from shareholders representing a majority of PeopleSoft shares

Daily Closing Price from February 5, 2003 to June 5, 2003

[CHART]

Oracle Offer: $19.50

Period	Average Stock Price	Avg. Price	Net of Cash(1)
6/5/2003	$15.11	29.1%	47.9%
5-Day	15.34	27.1%	44.3%
10-Day	15.43	26.4%	43.0%
30-Day	15.68	24.4%	39.3%
60-Day	15.84	23.1%	37.1%
90-Day	16.52	18.0%	28.2%

 (1) Represents premium to the average price excluding $5.95 per share in cash.

3

$19.50 Per Share:
Premium Valuation

	PeopleSoft for	Oracle for PeopleSoft
	J.D. Edwards(2)	Original	Revised
Price Per Share	$14.10	$16.00	$19.50
Market Capitalization (in millions)	$1,760	$5,123	$6,331
Enterprise Value (in millions)	$1,359	$3,171	$4,379
Implied Multiples(1)
FY03 Revenue	1.6x	1.7x	2.3x
FY04 Revenue	1.5x	1.5x	2.1x
Price Per Customer (in thousands)	$205	$622	$859

(1) Revenue projections for all companies are from Prudential Financial reports dated May 28, 2003. PeopleSoft's fiscal year ends on December 31 and J.D.Edwards' fiscal year ends on October 31.
(2) Implied stock price based on 0.86 exchange ratio on PeopleSoft's closing price of $16.39 on May 30, 2003 (per merger announcement on June 2, 2003).

4

Why Are We Doing This?

• The highly-fragmented applications market is ripe for consolidation
• Management has been actively reviewing enterprise applications vendors that meet our acquisition criteria
• Management has held discussions with PeopleSoft in the past and has been following developments at the company
• J.D. Edwards transaction drove the timing

5

Company Highlights
($ in millions)

	Oracle(1)	PeopleSoft(2)
Market Capitalization	$72,246	$4,822
Cash and Short-Term Investments	$6,519	$1,933
Enterprise Value	$66,056	$2,869
LTM Revenue	$9,475	$1,926
LTM Operating Margin	36.3%	13.0%
LTM Cash Flow from Operations	$3,023	323
Number of Applications Developers	$4,987	$2,379(3)
Employees	$40,650	8,180

(1) Market capitalization and Enterprise Value as of 6/11/2003. LTM ended May 31, 2003 (per June 12, 2003 Company Press Release).
(2) Market capitalization and Enterprise Value as of 6/5/2003. LTM ended March 31, 2003 (per December 31, 2002 10-K and March 31, 2003 10-Q).
(3) Includes PeopleTools (per December 31, 2002 10-K).

6

Applications Market
Is and will continue to be fragmented and highly competitive

Market Size
$23.5 billion ERP Apps	$8.5 billion SCM Apps	$6.4 billion CRM Apps
Market Share
[CHART]	[CHART]	[CHART]

Source: Latest available IDC data; ERP as of 2002, SCM and CRM as of 2001.

7

Historical Performance –
Oracle vs. PeopleSoft

One Year Indexed Share Price Performance
June 6, 2002 – June 5, 2003

Returns	ORCL	PSFT	Nasdaq
6 Months	18.4%	(16.4%)	15.7%
1 Year	63.9%	(28.3%)	5.9%
Since May 24, 1999(1)	115.9%	(9.5%)	(32.9%)
5 Years	209.1%	(67.1%)	(7.7%)

Note: Share price performance shown prior to Oracle‘s cash tender offer announcement on June 6, 2003.
(1) Date Craig Conway began employment at PeopleSoft.

8

Oracle + PeopleSoft = A Compelling
Combination for Our Shareholders

• Meaningful positive impact on future financial results
• A straightforward business integration plan with minimal execution risk
• Richest product offering: utilize best features of PeopleSoft’s products to enhance future versions of Oracle E-Business Suite
• Significantly strengthen Oracle’s ability to compete in enterprise applications against SAP, Microsoft and others

9

Opportunity for Significant
Cost Savings

Sales and Marketing: Oracle will not market or sell PeopleSoft Products to new customers	PeopleSoft Employees: 8,293 [CHART] Source: PeopleSoft 10-K for year ended December 31, 2002. 8,180 employees as of March 31, 2003.
Research and Development: Future development will focus primarily on the next generation Oracle programs (including the best features of PeopleSoft programs) and migration programs
Finance, Administration and Systems: Significant redundancies, PeopleSoft will be run on Oracle’s Global Single Instance (GSI)
Oracle management team is experienced in reducing costs and streamlining operations

10

Oracle Customers –
Business as Usual

• Existing Oracle E-Business Suite applications will continue on their current schedule
• Advanced features from existing PeopleSoft applications will be incorporated into next-generation Oracle products
• There will be no disruption of customer relationships with existing Oracle sales reps and support staff 
• Customers will continue to enjoy Oracle’s award-winning global support

11

PeopleSoft Customers –
Graceful Migration Path

• No forced migration
• Free comparable license upgrade to Oracle E-Business Suite utilizing robust migration tools
• Future applications will incorporate customer input and best features from Oracle and PeopleSoft applications
• Award-winning global support organization
• Commitment to total customer satisfaction

12

Our New, Combined Customer
Opportunities

• Extensive cross-selling opportunities as customers migrate to the E-Business Suite
• Additional revenues from customers who migrate to Oracle’s low-cost outsourcing
• Opportunity for new Oracle technology sales

 13

PeopleSoft Financial Performance
($ in millions)

	Oracle Operating Margins(1)
	FY 2002	FY 2003	FY 2004E
	36.9%	36.3%	36.5%
[CHART]	[CHART]
Revenues	Operating Income and Margin

Note: Projections for PeopleSoft exclude effect of announced J.D. Edwards merger and are from May 28, 2003 report by Prudential Financial.
(1) Actual results for fiscal years 2002 and 2003. FY 2004E operating margin projection is from May 28, 2003 report by Prudential Financial.

14

Deterioration is Accelerating
What is PeopleSoft really worth as a stand-alone entity?

[CHART]

15

Cash vs. High Risk Merge
Our $19.50 cash offer is compelling, certain and provides value today

• PeopleSoft’s proposed merger with J.D. Edwards is strategically questionable, fraught with execution risks, and requires a long term wait-and-see (and hope) approach
• How will PeopleSoft:

  – Enhance and extend three product lines with limited development resources?
  – Take on three different programming languages and data models?
  – Offset the 50% smaller deal sizes inherent in the mid-market with increased volume?
  – Compensate for J.D. Edwards’ historical single-digit operating margins?
  – Fix its negative growth problem by buying an unprofitable, AS/400-reliant, software company?

16

Corporate Governance
PeopleSoft’s reaction: whose interests come first?

• “I could imagine no price nor combination of price and other conditions to recommend accepting the offer to our shareholders.”

– Craig Conway, June 7,
Interview with Germany’s Euro am Sonntag newspaper

• Poison pill may prevent a transaction unless removed by Board / Management
• We have repeatedly asked to meet with the PeopleSoft Board to discuss our offer
• PeopleSoft’s Board / Management amended the PeopleSoft / J.D. Edwards merger agreement to eliminate the ability for shareholders to vote

17

PeopleSoft Shareholders
Next Steps 

• We will not purchase PeopleSoft shares and PeopleSoft shareholders cannot choose to sell their shares to Oracle until the PeopleSoft Board redeems or amends its poison pill
• Call PeopleSoft and demand that they:

  – Remove the poison pill
  – Agree to meet with Oracle to discuss the offer

Make sure your interests, as a shareholder, come first:
Call PeopleSoft at (800) 380-SOFT (7638)

18

 

ORACLE®