SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 35

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**
$7,250,846,650	$586,593

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 371,838,290 (the sum of the number of shares of common stock of the subject company outstanding as of July 10, 2003, plus 0.43 multiplied by the number of shares of common stock of J.D. Edwards & Company outstanding as of July 10, 2003 (each according to the Prospectus filed with the Securities and Exchange Commission by the subject company pursuant to Rule 424(b)(3) under the Securities Act of 1933 on June 11, 2003) 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 0.00008090% 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:	$87,131	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	July 24, 2003
Amount Previously Paid:	$89,647	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	June 18, 2003
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. 35 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on June 9, 2002, as amended, 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 $19.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated July 24, 2003, as amended (the “Amended and Restated Offer to Purchase”), and in the related Amended and Restated Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The information set forth in the Amended and Restated Offer to Purchase and the related Amended and Restated Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

Item 10.    Financial Statements.

Not applicable.

Item 11.    Additional Information.

On June 13, 2003, PeopleSoft filed suit against Parent and Purchaser in the Superior Court of the State of California, County of Alameda, seeking damages, injunctive relief and other relief. This complaint was previously filed as Exhibit (a)(5)(xi). On August 12, 2003, PeopleSoft filed a First Amended Complaint, asserting substantially similar claims and purporting to bring claims on behalf of J.D. Edwards. The First Amended Complaint was previously filed as Exhibit (a)(5)(lxviii). On September 11, 2003, Parent and Purchaser filed a Notice of Demurrer and Demurrer to Plaintiff’s First Amended Complaint, asserting that PeopleSoft failed to state facts sufficient to constitute any causes of action alleged in its First Amended Complaint. The Notice of Demurrer, Demurrer to Plaintiff’s First Amended Complaint, and the Memorandum of Points and Authorities in Support of Demurrer was previously filed as Exhibit (a)(5)(lxix). On November 5, 2003, the Superior Court of the State of California, County of Alameda entered an Order regarding the Demurrer to the First Amended Complaint. The Demurrer was overruled in part, sustained with leave to amend in part, and sustained without leave to amend in part. The Order is filed herewith as Exhibit (a)(5)(lxxvii).

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)(1)(viii)	Amended and Restated Offer to Purchase dated July 24, 2003.*
(a)(1)(ix)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(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.*
(a)(5)(xix)	Complaint filed in the United States District Court for the District of Connecticut on June 18, 2003.*
(a)(5)(xx)	Advertisement placed by Parent on June 19, 2003.*
(a)(5)(xxi)	Email statement to press issued by Parent, dated June 18, 2003.*
(a)(5)(xxii)	Text of press release issued by Parent, dated June 20, 2003.*
(a)(5)(xxiii)	Advertisement placed by Parent on June 23, 2003.*
(a)(5)(xxiv)	Text of press release issued by Parent, dated June 24, 2003.*
(a)(5)(xxv)	Advertisement placed by Parent on June 27, 2003.*
(a)(5)(xxvi)	Text of email message to Parent employees dated June 26, 2003.*
(a)(5)(xxvii)	Email statement to press issued by Parent, dated June 29, 2003.*
(a)(5)(xxviii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxix)	Text of information on Parent’s website, posted June 30, 2003.*

(a)(5)(xxx)	Letter to PeopleSoft customers, dated June 30, 2003.*
(a)(5)(xxxi)	Case study dated June 30, 2003.*
(a)(5)(xxxii)	Information regarding Parent customer support dated June 30, 2003.*
(a)(5)(xxxiii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxxiv)	Text of press release issued by Parent, dated July 1, 2003.*
(a)(5)(xxxv)	Text of press release issued by Parent, dated July 2, 2003.*
(a)(5)(xxxvi)	Text of press release issued by Parent, dated July 3, 2003.*
(a)(5)(xxxvii)	Amended text of information on Parent’s internal website, posted July 9, 2003.*
(a)(5)(xxxviii)	Text of material prepared for presentation to analysts, dated July 9, 2003.*
(a)(5)(xxxix)	Transcript of portion of webcast presentation to analysts pertaining to the tender offer, dated July 9, 2003.*
(a)(5)(xxxx)	Text of e-mail message to PeopleSoft User Group, dated July 10, 2003.*
(a)(5)(xxxxi)	Advertisement placed by Parent on July 11, 2003.*
(a)(5)(xxxxii)	Text of press release issued by Parent, dated July 14, 2003.*
(a)(5)(xxxxiii)	Text of letter to partners, sent July 14, 2003.*
(a)(5)(xxxxiv)	Questions and answers for PeopleSoft customers, dated July 14, 2003.*
(a)(5)(xxxxv)	Text of press release issued by Parent, dated July 15, 2003.*
(a)(5)(xxxxvi)	Advertisement placed by Parent on July 15, 2003.*
(a)(5)(xxxxvii)	Transcript of “town hall” presentation to PeopleSoft customers, dated July 17, 2003.*
(a)(5)(xxxxviii)	Advertisement placed by Parent on July 2, 2003.*
(a)(5)(il)	Advertisement placed by Parent on June 30, 2003.*
(a)(5)(l)	Text of press release issued by Parent, dated July 17, 2003.*
(a)(5)(li)	Transcript of “Oracle Beat” presentation to Parent employees, dated July 17, 2003.*
(a)(5)(lii)	Text of press release issued by Parent, dated July 24, 2003.*
(a)(5)(liii)	Text of press release issued by Parent, dated August 8, 2003.*
(a)(5)(liv)	Transcript of portion of webcast comments pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lv)	Transcript of portion of webcast Q&A session pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lvi)	Text of portion of slide presentation pertaining to the tender offer, prepared for CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lvii)	Text of press release issued by Parent on August 12, 2003.*
(a)(5)(lviii)	Text of information on Parent’s website, posted August 15, 2003.*
(a)(5)(lix)	Text of letter to customers, sent August 22, 2003.*
(a)(5)(lx)	Notice of “town hall” meeting, sent August 22, 2003.*
(a)(5)(lxi)	Comments by Parent spokesman, provided August 26, 2003.*
(a)(5)(lxii)	Text of press release issued by Parent, dated August 27, 2003.*
(a)(5)(lxiii)	Transcript of “town hall” presentation to PeopleSoft customers, dated September 3, 2003.*
(a)(5)(lxiv)	Text of press release issued by Parent, dated September 4, 2003.*
(a)(5)(lxv)	Text of employee announcement on Parent’s internal website, dated September 10, 2003.*
(a)(5)(lxvi)	Stipulation and Order Dismissing Case Without Prejudice filed in the Superior Court of the State of California, County of San Mateo on August 15, 2003.*

(a)(5)(lxvii)	Order Granting Stipulation Dismissing Case Without Prejudice, issued by the District Court for the City and County of Denver, Colorado on August 18, 2003.*
(a)(5)(lxviii)	First Amended Complaint filed in the Superior Court of the State of California, County of Alameda on August 12, 2003.*
(a)(5)(lxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on September 11, 2003.*
(a)(5)(lxx)	Amended Complaint filed in the United States District Court for the District of Connecticut on August 4, 2003.*
(a)(5)(lxxi)	Defendant’s Motion to Dismiss and related documents filed in the United States District Court for the District of Connecticut on August 18, 2003.*
(a)(5)(lxxii)	Transcript of portion of earnings conference call pertaining to tender offer, held September 12, 2003.*
(a)(5)(lxxiii)	Text of press release issued by Parent on October 10, 2003.*
(a)(5)(lxxiv)	Transcript of portion of annual meeting pertaining to tender offer, held October 13, 2003.*
(a)(5)(lxxv)	Redacted slide presentation from annual meeting held October 13, 2003.*
(a)(5)(lxxvi)	Amended text of information on Parent’s internal website dated September 4, 2003.*
(a)(5)(lxxvii)	Order entered by the Superior Court of the State of California, County of Alameda on November 5, 2003.
(a)(5)(lxxviii)	Text of email message to analysts, dated October 27, 2003.
(a)(5)(lxxix)	Text of press release issued by Parent on November 7, 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:  November 7, 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)(1)(viii)	Amended and Restated Offer to Purchase dated July 24, 2003.*
(a)(1)(ix)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(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.*
(a)(5)(xix)	Complaint filed in the United States District Court for the District of Connecticut on June 18, 2003.*
(a)(5)(xx)	Advertisement placed by Parent on June 19, 2003.*
(a)(5)(xxi)	Email statement to press issued by Parent, dated June 18, 2003.*
(a)(5)(xxii)	Text of press release issued by Parent, dated June 20, 2003.*
(a)(5)(xxiii)	Advertisement placed by Parent on June 23, 2003.*
(a)(5)(xxiv)	Text of press release issued by Parent, dated June 24, 2003.*
(a)(5)(xxv)	Advertisement placed by Parent on June 27, 2003.*

Index No.
(a)(5)(xxvi)	Text of email message to Parent employees dated June 26, 2003.*
(a)(5)(xxvii)	Email statement to press issued by Parent, dated June 29, 2003.*
(a)(5)(xxviii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxix)	Text of information on Parent’s website, posted June 30, 2003.*
(a)(5)(xxx)	Letter to PeopleSoft customers, dated June 30, 2003.*
(a)(5)(xxxi)	Case study dated June 30, 2003.*
(a)(5)(xxxii)	Information regarding Parent customer support dated June 30, 2003.*
(a)(5)(xxxiii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxxiv)	Text of press release issued by Parent, dated July 1, 2003.*
(a)(5)(xxxv)	Text of press release issued by Parent, dated July 2, 2003.*
(a)(5)(xxxvi)	Text of press release issued by Parent, dated July 3, 2003.*
(a)(5)(xxxvii)	Amended text of information on Parent’s internal website, posted July 9, 2003.*
(a)(5)(xxxviii)	Text of material prepared for presentation to analysts, dated July 9, 2003.*
(a)(5)(xxxix)	Transcript of portion of webcast presentation to analysts pertaining to the tender offer, dated July 9, 2003.*
(a)(5)(xxxx)	Text of e-mail message to PeopleSoft User Group, dated July 10, 2003.*
(a)(5)(xxxxi)	Advertisement placed by Parent on July 11, 2003.*
(a)(5)(xxxxii)	Text of press release issued by Parent, dated July 14, 2003.*
(a)(5)(xxxxiii)	Text of letter to partners, sent July 14, 2003.*
(a)(5)(xxxxiv)	Questions and answers for PeopleSoft customers, dated July 14, 2003.*
(a)(5)(xxxxv)	Text of press release issued by Parent, dated July 15, 2003.*
(a)(5)(xxxxvi)	Advertisement placed by Parent on July 15, 2003.*
(a)(5)(xxxxvii)	Transcript of “town hall” presentation to PeopleSoft customers, dated July 17, 2003.*
(a)(5)(xxxxviii)	Advertisement placed by Parent on July 2, 2003.*
(a)(5)(il)	Advertisement placed by Parent on June 30, 2003.*
(a)(5)(l)	Text of press release issued by Parent, dated July 17, 2003.*
(a)(5)(li)	Transcript of “Oracle Beat” presentation to Parent employees, dated July 17, 2003.*
(a)(5)(lii)	Text of press release issued by Parent, dated July 24, 2003.*
(a)(5)(liii)	Text of press release issued by Parent, dated August 8, 2003.*
(a)(5)(liv)	Transcript of portion of webcast comments pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lv)	Transcript of portion of webcast Q&A session pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)lvi)	Text of portion of slide presentation pertaining to the tender offer, prepared for CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lvii)	Text of press release issued by Parent on August 12, 2003.*
(a)(5)(lviii)	Text of information on Parent’s website, posted August 15, 2003.*
(a)(5)(lix)	Text of letter to customers, sent August 22, 2003.*
(a)(5)(lx)	Notice of “town hall” meeting, sent August 22, 2003.*
(a)(5)(lxi)	Comments by Parent spokesman, provided August 26, 2003.*
(a)(5)(lxii)	Text of press release issued by Parent, dated August 27, 2003.*
(a)(5)(lxiii)	Transcript of “town hall” presentation to PeopleSoft customers, dated September 3, 2003.*

Index No.
(a)(5)(lxiv)	Text of press release issued by Parent, dated September 4, 2003.*
(a)(5)(lxv)	Text of employee announcement on Parent’s internal website, dated September 10, 2003.*
(a)(5)(lxvi)	Stipulation and Order Dismissing Case Without Prejudice filed in the Superior Court of the State of California, County of San Mateo on August 15, 2003.*
(a)(5)(lxvii)	Order Granting Stipulation Dismissing Case Without Prejudice, issued by the District Court for the City and County of Denver, Colorado on August 18, 2003.*
(a)(5)(lxviii)	First Amended Complaint filed in the Superior Court of the State of California, County of Alameda on August 12, 2003.*
(a)(5)(lxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on September 11, 2003.*
(a)(5)(lxx)	Amended Complaint filed in the United States District Court for the District of Connecticut on August 4, 2003.*
(a)(5)(lxxi)	Defendant’s Motion to Dismiss and related documents filed in the United States District Court for the District of Connecticut on August 18, 2003.*
(a)(5)(lxxii)	Transcript of portion of earnings conference call pertaining to tender offer, held September 12, 2003.*
(a)(5)(lxxiii)	Text of press release issued by Parent on October 10, 2003.*
(a)(5)(lxxiv)	Transcript of portion of annual meeting pertaining to tender offer, held October 13, 2003.*
(a)(5)(lxxv)	Redacted slide presentation from annual meeting held October 13, 2003.*
(a)(5)(lxxvi)	Amended text of information on Parent’s internal website dated September 4, 2003.*
(a)(5)(lxxvii)	Order entered by the Superior Court of the State of California, County of Alameda on November 5, 2003.
(a)(5)(lxxviii)	Text of email message to analysts, dated October 27, 2003.
(a)(5)(lxxix)	Text of press release issued by Parent on November 7, 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)(LXXVII)

Exhibit (a)(5)(lxxvii)

Gibson, Dunn & Crutcher Attn: Dickey, Jonathan C. 1530 Page Mill Rd. Palo Alto, CA 94304 Bingham McCutchen, LLP Attn: Balabanian, David M. Three Embarcadero Center San Francisco, CA 94111-4067

Superior Court of California, County of Alameda

Rene C. Davidson Alameda County Courthouse

Peoplesoft, Inc. Plaintiff/Petitioner(s)       vs. Oracle Corporation	No. RG03101434 Order Demurrer to the First Amended Complaint Sustained
Defendant/Respondent(s)       (Abbreviated Title)

The Demurrer to the First Amended Complaint filed for Pepper Acquisition Corp. and Oracle Corporation was set for hearing on 11/04/2003 at 10:00 AM in Department 22 before the Honorable Ronald M. Sabraw. The Tentative Ruling was published and was contested.

The matter was argued and submitted, and good cause appearing therefore,

IT IS HEREBY ORDERED THAT:

The tentative ruling is affirmed as follows: Demurrer of Oracle to the First Amended Complaint is OVERRULED in part, SUSTAINED WITH LEAVE TO AMEND in part, and SUSTAINED WITHOUT LEAVE TO AMEND in part.

PeopleSoft’s First Amended Complaint alleges that Oracle has made false and misleading factual representations about PeopleSoft to its customers and the public about PeopleSoft’s products, PeopleSoft’s economic viability, as well as Oracle’s products and plans. (P’s oppo at 1:12-19.) PeopleSoft is not challenging the statements that Oracle made in its tender offer. (P’s oppo at 1:11-12.)

The parties have not identified clear appellate guidelines concerning the interaction of federal law regarding disclosures to shareholders made pursuant to the tender offer and state law regarding alleged misrepresentations to customers and prospective customers.

There is no authority for the proposition that Oracle’s pending tender offer for Peoplesoft gives it legal immunity from liability for actions that would be actionable in the absence of the tender offer. Likewise, there is no authority for the proposition that merely filing a document with the SEC creates a privilege for everything stated in the document. Civil Code 47 does not protect routine filings with the SEC. ComputerXpress, Inc. v. Jackson (2001) 93 Cal. App. 4th 993, 1009, cited by Oracle, is distinguishable because it concerned filings with the SEC soliciting an SEC investigation and was a communication to or from governmental officials in anticipation of formal proceedings.

Therefore, the Court has viewed the claims through the prism of “would the First Amended Complaint state a claim if Oracle had engaged in the conduct alleged in the absence of a tender offer for PeopleSoft.”

First Cause of Action (Business and Professions 17500). OVERRULED. The 1AC adequately alleges false statements concerning PeopleSoft. (1AC at para 54; P’s Oppo at 6:10-28.)

Second Cause of Action (Intentional Interference with Contractual Relations). SUSTAINED WITH

Order

LEAVE TO AMEND to allege that Oracle knew of and intended to interfere with specific contracts with specific customers. Quelimane Co. v. Stewart Title Guaranty Co., 19 Cal. 4th 26, 55, defines the elements of the cause of action for intentional interference with contractual relations as (1) a valid contract between plaintiff and a third party; (2) defendant’s knowledge of this contract; (3) defendant’s intentional acts designed to induce a breach or disruption of the contractual relationship; (4) actual breach or disruption of the contractual relationship; and (5) resulting damage.” The 1AC does not adequately allege a claim of interference with PeopleSoft’s current customers because it does not allege that Oracle knew of any specific contract and intentionally acted to breach or disrupt that contract. General allegations that Oracle knew that PeopleSoft had contracts with unspecified customers and that Oracle’s actions were likely to cause a breach or disruption of those unspecified contracts is not sufficient to state a claim.

Third Cause of Action (Trade Libel). OVERRULED. Trade libel is defined as an intentional disparagement of the quality of property, which results in pecuniary damage to plaintiff. Polygram Records, Inc. v. Superior Court, (1985) 170 Cal. App. 3d 543, 548. The 1AC adequately alleges a claim of trade libel. (1AC at para 32, 54, 63, 80(b), 82-83). The First Amended Complaint does not state a claim for defamation.

Fourth Cause of Action (Intentional Interference with Prospective Economic Advantage).

OVERRULED. Korea Supply Co. v. Lockheed Martin Corp., 29 Cal. 4th 1134, 1154, states that the elements of the tort of intentional interference with prospective economic advantage are (1) an economic relationship between the plaintiff and some third party, with the probability of future economic benefit to the plaintiff; (2) the defendant’s knowledge of the relationship; (3) intentional and wrongful acts on the part of the defendant designed to disrupt the relationship; (4) actual disruption of the relationship; and (5) economic harm to the plaintiff proximately caused by the acts of the defendant. Della Penna v. Toyota Motor Sales, U.S.A., 11 Cal. 4th 376, 392-393, stresses that a plaintiff seeking to recover for alleged interference with prospective economic relations has the burden of pleading and proving that the defendant’s interference was wrongful “by some measure beyond the fact of the interference itself.”

Oracle asserts that its actions were not independently wrongful under the competition privilege. Bed, Bath & Beyond of La Jolla, Inc. v. La Jolla Village, 52 Cal. App. 4th 867, 880, states that California law has long recognized a “competition privilege” that protects one from liability for inducing a third person not to enter into a prospective contractual relation with a business competitor. The privilege applies where (a) the relation [between the competitor and third person] concerns a matter involved in the competition between the actor and the competitor, and (b) the actor does not employ improper means, and (c) the actor does not intend thereby to create or continue an illegal restraint of competition, and (d) the actor’s purpose is at least in part to advance his interest in his competition with the other. This is an element of the claim. Gemini Aluminum Corp. v. California Custom Shapes, Inc., 95 Cal. App. 4th 1249, 1256.

The 1AC adequately alleges intentional and wrongful acts such as deceptive advertising that, if true, might support a claim. (1AC at para 5, 19, 22, 25, 28, 32, 50, 54-55, 59, 63, 70-71).

Fifth Cause of Action (Negligent Interference with Prospective Economic Advantage). SUSTAINED WITHOUT LEAVE TO AMEND. Lange v. TIG Ins. Co., 68 Cal. App. 4th 1179, 1187-1188, holds, “The tort of negligent interference with economic relationship arises only when the defendant owes the plaintiff a duty of care. For negligent interference, a defendant’s conduct is blameworthy only if it was independently wrongful apart from the interference itself.” The First Amended Complaint alleges that PeopleSoft and Oracle are competitors and that Oracle intended to acquire PeopleSoft. (1AC para 17.) Under these circumstances, PeopleSoft cannot allege that Oracle owed it a duty of care.

Sixth Cause of Action (Business and Professions 17200). SUSTAINED WITH LEAVE TO AMEND. The Court cannot determine the nature of the claim.

A plaintiff alleging an unfair business practice under the UCL must state with reasonable particularity the facts supporting the statutory elements of the violation. Khoury v. Maly’s of California, Inc. (1993) 14 Cal. App. 4th 612, 619. Reasonable particularity is required because a UCL “unlawful” or “unfair” claim could borrow from or be tethered to any federal, state or municipal statute or regulation or any body of case law. Gregory v. Albertson’s, Inc. (2002) 104 Cal. App. 4th 845, 851, 854; Wang v. Massey Chevrolet (2002) 97 Cal. App. 4th 856, 871. Just as a pleading would be uncertain if it asserted that the defendant violated “any or all California statutes,” a pleading is uncertain if it asserts a

Order

UCL claim that a business practice is unlawful, unfair, or fraudulent without providing greater specificity.

The Court observes that responding to a cause of action under the UCL presents many of the same challenges as determining the statute of limitations under the Unruh Act. In Gatto v. County of Sonoma (2002) 98 Cal. App. 4th 744, 754-760, the Court held that although the Unruh Act comprises only Civil Code section 51, all Unruh Act claims are not subject to the same statute of limitations. The Court noted that the Unruh Act “is increasingly treated as an omnibus anti-discrimination statute no longer limited to merely ensuring equal access to accommodations,” that Courts should not assume that all Unruh Act claims are subject to the same statute of limitations, and that such an assumption “fails to attend to the complexity of the Unruh Act and the variety of claims that may be adjudicated under its rubric.” The Court concluded that no single statute of limitations applies to all claims under the Unruh Act and that the nature of the claim will determine the applicable limitations period. Similarly, although the UCL is a single statute all UCL counts do not state a single cause of action. The statute is complex and a plaintiff may seek to adjudicate a variety of causes of action under its rubric.

Therefore, Plaintiff must identify the business practice(s) at issue, and if applicable, the statutes, regulations or other law borrowed in support of an “unlawful” claim, the statutes, regulations or other law to which any “unfair” claim may be tethered, and the misrepresentations or omissions that support any “fraudulent” claim.

If applicable, Plaintiff should consider stating separate causes of action for the unlawful, unfair, and fraudulent claims.

FURTHER PLEADING.

Plaintiff must file any Second Amended Complaint on or before November 21, 2003. Defendant must file a responsive pleading on or before December 12, 2003.

Dated: 11/05/2003	/s/    JUDGE RONALD M. SABRAW
	Judge Ronald M. Sabraw

Order

SHORT TITLE: Peoplesoft, Inc. VS Oracle Corporation CASE NUMBER: RG03101434

ADDITIONAL ADDRESSEES

Bingham McCutchen LLP

Attn: Hibbard, Stephen D

Three Embarcadero Center

San Francisco, CA    94111-4067

Davis Polk & Wardwell

Attn: Kelly, William M

1600 El Camino Real

Menlo Park, CA    94025

Order

Superior Court of California, County of Alameda

Rene C. Davidson Alameda County Courthouse

Case Number: RG03101434

Order After Hearing Re: of 11/05/2003

DECLARATION OF SERVICE BY MAIL

I certify that I am not a party to this cause and that a true and correct copy of the foregoing document was mailed first class, postage prepaid, in a sealed envelope, addressed as shown on the foregoing document or on the attached, and that the mailing of the foregoing and execution of this certificate occurred at 1225 Fallon Street, Oakland, California.

Executed on 11/05/2003.

Executive Officer / Clerk of the Superior Court
By
	Deputy Clerk

EX-99.(A5)(LXXVIII)

Exhibit (a)(5)(lxxiii)

Thought you might like to see the internal email we sent out on Friday. We were disappointed to see that PeopleSoft did not provide an apples to apples comparison, and that only a few analysts called them on it. Their approach is disingenuous and not in keeping with the spirit of full disclosure. We just wanted point this out so that people can put the results in perspective.

Date: Fri, 24 Oct 2003 15:53:30 -0700

From: Jeff Henley

Subject: Application Growth Facts

Now that our major competitors have released their latest quarterly numbers it’s important to understand that for the first 9 months of calendar 2003 Oracle shows the strongest new license applications growth (see table below). While we haven’t given a specific number for the final quarter of calendar 2003, we’ve indicated that we anticipate positive applications growth as opposed to negative guidance from some of these competitors.

PeopleSoft has “spun their numbers” and it’s important that everyone (customers, press, analysts, etc) understand the truth. When you compare the combined JDEC and PeopleSoft numbers for last year and this year’s September quarter, PeopleSoft posted negative 18% growth. While this was better than their sandbagged expectations it continued their quarterly trend of 2003—significant negative growth!

All 4 companies are public. Facts don’t lie despite PeopleSoft’s attempts to obscure them.

Year/Year License Revenue Growth %

Calendar 2003 Q1 Q2 Q3 9 mos.***

ORCL* -5.3 +0.2 -3.4 -2.2

SAP -12.4 -13.1 -0.4 -8.8

PSFT/JDEC** -39.4 -15.3 -18.0 -23.0

SEBL -54.4 -35.4 -13.2 -38.8

*Calendarized Q1, Q2, and Q3 coincides w/ Oracle’s fiscal Q303, Q403, and Q104 quarters

**Q1 & Q2 represents y/y growth for PSFT-only. Q3 represents PSFT + JDEC y/y comparison.

***9 month growth rate reflects PSFT-only revenue for Q202 and Q203, as JDEC revenue has not been reported or broken out by PSFT for JDEC’s July ’03 (calendar Q203) quarter. All other quarters in the comparison include PSFT + JDEC revenue.

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

Exhibit (a)(5)(lxxix)

For Immediate Release

Contact: Deborah Lilienthal

Oracle Corp.

(650) 506-5158

deborah.lilienthal@oracle.com

ORACLE’S RESPONSE TO PEOPLESOFT SHAREHOLDERS’ MOTION

REDWOOD SHORES, Calif., November 7, 2003 — (http://www.oracle.com/tellmemore/?2545325) Oracle Corporation (Nasdaq: ORCL) issued the following statement today:

“PeopleSoft’s latest action is management entrenchment at its worst, “ said Oracle spokesman Jim Finn. “These modifications to PeopleSoft’s so-called Customer Assurance Program are not about protecting customers. Instead, they reflect PeopleSoft’s blatant disregard for shareholder value and choice, preventing shareholders from exercising their right to determine board membership. This is an obvious attempt to secure management’s record pay packages, such as Craig Conway’s which, according to Fortune Magazine, is valued at more than $112 million.”

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, as amended and restated on July 24, 2003. Stockholders should read the Amended and Restated Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Amended and Restated 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.

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