SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 37

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. 37 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on June 9, 2003, 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 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.*
(a)(5)(lxxx)	Motion to Expedite Proceedings (redacted) filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxi)	Notice of Motion, Motion for Preliminary Injunction and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxii)	Notice of Motion, Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiii)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiv)	Transcript of portion of presentation to Goldman Sachs Software Retreat pertaining to tender offer, held November 13, 2003.
(a)(5)(lxxxv)	Text of email message to Parent employees dated November 17, 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 20, 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.*
(a)(5)(lxxx)	Motion to Expedite Proceedings (redacted) filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxi)	Notice of Motion, Motion for Preliminary Injunction and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxii)	Notice of Motion, Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiii)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiv)	Transcript of portion of presentation to Goldman Sachs Software Retreat pertaining to tender offer, held November 13, 2003.
(a)(5)(lxxxv)	Text of email message to present employees, dated November 17, 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)(LXXXIV)

Exhibit (a)(5)(lxxxiv)

FINAL TRANSCRIPT

CCBN StreetEvents^sm

CCBN StreetEvents Transcript

ORCL—Oracle at Goldman Sachs Software Retreat

Event Date/Time: Nov. 13. 2003 / 8:30AM ET

Event Duration: N/A

CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com 1

^© 2003 CCBN.com, Inc. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of CCBN.com, Inc.

FINAL TRANSCRIPT

CORPORATE PARTICIPANTS

Chuck Phillips

EVP, Office of the CEO—Oracle Corporation

CONFERENCE PARTICIPANTS

Unidentified Participant

PRESENTATION

[TRANSCRIPT HAS BEEN REDACTED TO REMOVE STATEMENTS AND COMMENTS UNRELATED TO THE TENDER OFFER]

[REDACTED]

Unidentified Participant

What’s your perspective of this PeopleSoft bidding, how it’s affecting your business and pricing and the market in general?

Chuck Phillips—EVP, Office of the CEO—Oracle Corporation

Well, it’s done a couple of impacts. I’d say on pricing, the market was already super aggressive and so PeopleSoft continues to be the more aggressive there. That didn’t surprise is, I’m not sure that’s much of a change. I would say from a visibility standpoint, lots of people, if they didn’t know we were in the applications business, they probably know now. Lots of customers want to talk about it, lot of joint customers who have a lot of customers who were just curious in calling so.

So we’ve done town hall meetings, we’ve done user group meetings, one on one meetings, lots of different ways, and we were at disadvantage in the fact that PeopleSoft had all the names and addresses of the customers so I can immediately, kind of bombard them with a lot of these messages. I’m also [Inaudible] to it. And then we had the kind of one of a kind through these various methods, reach them.

But they’ve been finding, since I would say, that’s still continuing, we have a little group, that’s all they do every day is reach PeopleSoft customers. And the upside is it has allowed us to engage in conversation with a lot of customers we probably wouldn’t have had a reason to talk to before.

[REDACTED]

Unidentified Participant

Now we’ll open it up for questions. While we’re waiting I’ll go ahead and ask the PeopleSoft question. There’s a rumor every week. It seems to me that you wait until you hear from the DoJ before you do anything. Some rumors you going to pull the bid, others you’re going to raise the bid. It would seem to be sort of wild (ph) so they can hear what the DoJ says in any event. Is that sort of the next data point for you?

Chuck Phillips—EVP, Office of the CEO—Oracle Corporation

Yeah, that’s the next milestone and right now they’re saying kind of September/January at the time frame. But it’s [Inaudible] and a lot of people involved in the DoJ, lot of information they have to go through, very complex industry for them to learn quickly. So, we have to err on the side of making sure they have all the information they need, no sense in rushing, if they need until January, take until January.

FINAL TRANSCRIPT

Unidentified Participant

There’s an article in the press yesterday that said that this person, source said they were going to fight it. Do you have a clue what’s going to happen there?

Chuck Phillips—EVP, Office of the CEO—Oracle Corporation

Well, we are in the process of doing the normal taking depositions, gathering information that could have been interpreted in some way. But we’re still in the mix of the process. I know everybody, a small number of people. So it’s kind of hard to believe whoever wrote that had any real information.

Unidentified Participant

In the few years do they wait until after the DoJ rules?

Chuck Phillips—EVP, Office of the CEO—Oracle Corporation

They don’t have to but technically, at least in the past anyway, they tend to want to see what DoJ decides typically U.S. deal. U.S. companies primarily involved. So, technically they could decide it, but it’s not likely.

Unidentified Participant

Okay, questions?

Unidentified Participant

Related to the PeopleSoft, JD Edwards acquisitions, obviously you know about those companies for several years and your bid wasn’t prompted until they decided to get together. So what was it about their combination that you saw that wanted to make you react. Did you see it as a meaningful threat to your applications and then to follow on to that. If you do see them as a threat, and going after them is a way to counteract that threat, what is an acquisition, of say, like BEA, be a way to undercut them instead of coming at them from the top, to go at them from the bottom.

Chuck Phillips—EVP, Office of the CEO—Oracle Corporation

I think the way we’re looking at it is PeopleSoft had been on the agenda several board meetings. As you probably know, Craig and Larry, next conversation, a year before that. And it was something that the board and Larry and everybody involved wanted to do. And so when the transaction was announced, it was, the work had already been done.

There was a window closing, if we’re ever going to own PeopleSoft stand alone which was our initial preference, we had to make a decision or not, so we decided it’s worth trying. We still think it’s a good fit, we’re comfortable, we know this company well, we know the customers well. And we can own the company. It’s just less complexity if JD Edwards wasn’t involved, so we prefer to stand-alone. So we decided to try it.

Unidentified Participant

So on the BEA? Is that just something that?

Chuck Phillips—EVP, Office of the CEO—Oracle Corporation

I’m not sure I would connect that with, that’s not a reason to buy BEA, just to try to throw it to PeopleSoft, it has to make sense for shareholders. But, we are looking at lots of things in different categories and I wouldn’t say any one thing is exclusive of another.

We can do multiple transactions at once, we can do transactions before PeopleSoft is done. We can do right after PeopleSoft is done. We have enough capital and bandwidth to do that, so we’re not stopping anything waiting around for PeopleSoft.

Unidentified Participant

Chuck, we’ve talked before at one of the analyst meetings and I had a sense that future deals probably more likely to be friendly deals rather than hostile as your experience with the hostile transaction.

Chuck Phillips—EVP, Office of the CEO—Oracle Corporation

Well, we thought missing (ph) was pretty friendly, the shareholders kind of liked it.

Unidentified Participant

You though the PeopleSoft was [Inaudible].

Chuck Phillips—EVP, Office of the CEO—Oracle Corporation

We separate friendly to whom, right, so shareholders always like more money, management, that’s a different story. They’re just [Inaudible].

FINAL TRANSCRIPT

Unidentified Participant

Would it be likely that we see more hostile [Inaudible]?

Chuck Phillips—EVP, Office of the CEO—Oracle Corporation

If they have a preference, obviously, friendly is fine, just less complexity. But we’ll do whatever it takes, whatever the right thing to do at the time.

[REDACTED]

Unidentified Participant

[Inaudible]

Chuck Phillips—EVP, Office of the CEO—Oracle Corporation

Okay, glad to do that one. What happened was they did amend their program in a filing with the SEC last week, so that’s what started this process. So before, PeopleSoft just had a money back guarantee, you just had a three to five X (ph) whatever you bought back if Oracle bought the company and if on top of that we lowered any amount of investment in the product.

So when they changed the complaint last week, the filing last week rather, what they added was they went to four years out, included any other company beyond not just any company buying PeopleSoft. But the third one that really I think caused the issue was that any change of a board, majority of members of the board, so it’s existing shareholders, people in this room that if you swap out the board, which apart from the SEC has been trying to make easier for everybody to do right?

So shareholders would be good fill of slate of directors. People in this room change the board of directors who face [Inaudible] of the board and you become subject to the same penalties, same liabilities, $800 million that’s out there. So, you can have no change of control in the company, and have all these pre business liabilities kick in. So if that’s the case, now, that means that PeopleSoft, as it exists today, potentially has these same liabilities, not us.

So before the liabilities were on the third party, they’re were trying to put them off. Now the liabilities, probably the PoepleSoft itself, which brings up all sorts of revenue recognition issues as well. So based on that, their shareholder filed suit last Friday and they called up to ask us if we’d join the suit. So seeing that we always though it was something that was they can see into the shareholders, basically a big portion of the bill.

By going to this new level, it applies to virtually anybody, other than existing board member, was beyond what anybody can see. And the existing board members was beyond what anybody had conceived and the existing shareholders ask to join, so we join in the suit with them.

As of last quarter, we’ve been analyzing these numbers closely on a combined basis. Kind of PeopleSoft versus JD Edwards and we track about a million metrics, everything that we looked at. And I think it’s pretty clear. If you look on the year-to-year basis, and just combined the two companies, their decline in license revenue is about 18%.

Compare that to everybody else, last nine months, nine months to this year, we were down about 2%, SAP was down about 8%. You have PeopleSoft, JD Edwards on a combined basis down 23%. And then Siebel down 38%. And that’s basically the tone it takes in the last nine months on a combined basis [Inaudible] basis for this month. So, none of us are doing great in home runs but I think on a relative basis, we gained share.

With PeopleSoft, they’ve had double digit declines, either separately or with JD Edwards for the last seven quarters. And so, we think that’s why they had to buy JD Edwards and that’s why you do that in the last month in your quarter, they follow (ph) some things happening.

So from our perspective, what we felt happening was we were starting to convert DSL (ph) base at Oracle, SAP is doing the same thing. There’s a lot of customers who only had human resource from PeopleSoft. And it’s a good product, they were a pioneer there, there’s no question about it. But as time went on, our HR product got better, SAP’s got better, both of us have (ph) good enough, and in some cases better HR products.

So now the decision is do I want this one thing, still being a receptor technology, or do I want it to be consistent with everything else. And so we’re just switching for that reason to see administration management. And we were saying, I think SAP was saying more than we were, they were getting more of that. But we said if they’re going to switch over we’d much rather try to get them to switch to our product than SAP’s, this is going to happen anyway.

So, that’s what the other part of the thinking, why we did it. But it’s just a matter of time. One way or the other they’re going to go somewhere because too many people have that same problem.

[REDACTED]

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

Exhibit (a)(5)(lxxxv)

In June we announced our intention to acquire PeopleSoft with the goal of providing superior products and services to customers of both companies. We want to give you a brief update so that you understand where we are in the process and that our commitment to the transaction has not changed at all.

As you know, our proposed acquisition is currently under review by the Department of Justice (DOJ) and the European Commission (EC). These lengthy reviews, which we fully anticipated, are driven by the size of the transaction, as well as the complexity of the deal and our industry, and are not a predictor of any outcome.

We are confident that the facts favor our position and that the reviewing agencies will approve the transaction within the next few months. This market is highly competitive.

We are fully committed to completing this acquisition. Oracle is not backing away from this deal, despite what you may have read in recent headlines. We have said from the beginning that we do not intend to overpay, and we don’t believe it will be necessary. Our strategy remains unchanged, even as PeopleSoft maneuvers to block the deal.

PeopleSoft’s most recent maneuver is a so-called “Customer Assurance Program” (CAP) that takes control away from the shareholders and, if triggered, could cost an acquirer as much as an additional $800 million, substantially devaluing the company. For this reason, ten days ago, PeopleSoft shareholders filed a legal motion to stop PeopleSoft from continuing its CAP. Last Monday, we filed a similar motion.

PeopleSoft’s CAP is not about customer assurance; it’s about management entrenchment. Fundamentally, the CAP provides for refunds to PeopleSoft customers if there is a change in control of PeopleSoft and certain other poorly defined events occur. Three things are important to note:

1. A “change in control” can be a change in the majority of the board without the approval of incumbent directors, with or without an acquisition.

2. The refunds range from 2 to 5 times the fees paid and do not require a return of the software.

3. PeopleSoft does not hold itself to the commitments that it seeks to impose on others.

Already, Oracle has committed publicly to ongoing development and support of PeopleSoft products. In fact, Oracle committed to more extensive product support than PeopleSoft itself has agreed to for PeopleSoft or JD Edwards products.

You all know that Oracle is a persistent and determined company. Don’t be misled by what you see in the news—we are not deterred by PeopleSoft’s antics or by the regulatory review process. We are confident that the acquisition is in the best interests of customers and shareholders alike, and we remain committed to getting the deal done.

Thank you for your professionalism and focus throughout this process. In particular, we appreciate the significant time that many of you are spending to help us complete this project successfully.

Chuck and Safra