SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 52

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**
$9,389,285,698	$857,534

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 361,126,373 (the sum of the number of shares of common stock of the subject company outstanding as of January 16, 2004 (according to the Preliminary Proxy Statement filed with the Securities and Exchange Commission by the subject company on January 30, 2004) by $26.00 (the purchase price per share offered by Offeror).

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and (i) with respect to the fee paid on February 4, 2004, equals 0.00012670% of the transaction valuation based on Fee Rate Advisory #7 for Fiscal Year 2004 issued by the Securities and Exchange Commission on January 28, 2004, and (ii) with respect to fees paid prior to February 4, 2004, equals 0.00008090% of the transaction valuation based on Fee Rate Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003.

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:	$270,941	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	February 4, 2004
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. 52 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 $26.00 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 February 12, 2004, 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)(1)(xi)	Amended and Restated Offer to Purchase dated February 12, 2004.*
(a)(1)(xii)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(xiii)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xiv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(xv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(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.*

(a)(5)(lxxxvi)	Text of press release issued by Parent on November 24, 2003.*
(a)(5)(lxxxvii)	Transcript of conference call held by Parent on November 24, 2003.*
(a)(5)(lxxxviii)	Text of information on Parent’s website, posted November 25, 2003.*
(a)(5)(1xxxix)	Notice of Motion, Revised 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 December 8, 2003.*
(a)(5)(1xxxx)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on December 8, 2003.*
(a)(5)(lxxxxi)	Second Amended Complaint (Redacted) filed in the Superior Court of the State of California, County of Alameda on December 12, 2003.*
(a)(5)(lxxxxii)	Text of press release issued by Parent on December 19, 2003.*
(a)(5)(lxxxxiii)	Transcript of portion of presentation to Soundview Investor Bus Tour pertaining to tender offer, held January 7, 2004.*
(a)(5)(lxxxxiv)	Text of press release issued by Parent on January 23, 2004.*
(a)(5)(lxxxxv)	Text of press release issued by Parent on February 4, 2004.*
(a)(5)(lxxxxvi)	Text of communication to customers dated February 4, 2004.*
(a)(5)(lxxxxvii)	Text of information on Parent’s website, posted February 4, 2004.*
(a)(5)(lxxxxviii)	Form of summary advertisement dated February 5, 2004.*
(a)(5)(lxxxxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on January 20, 2004.*
(a)(5)(c)	Transcript of portion of Corporate Q&A at AppsWorld Financial Analyst Day pertaining to the tender offer, held January 28, 2004.*
(a)(5)(ci)	Text of press release issued by Parent on February 9, 2004.*
(a)(5)(cii)	Text of press release issued by Parent on February 10, 2004.*
(a)(5)(ciii)	Transcript of portion of comments to Merrill Lynch Computer Services and Software: CEO Conference 2004, held February 11, 2004.*
(a)(5)(civ)	Text of letter to PeopleSoft Stockholder dated February 17, 2004.*
(a)(5)(cv)	Text of letter to PeopleSoft Stockholder dated February 12, 2004; first distributed February 17, 2004.*
(a)(5)(cvi)	Investor Presentation by Parent, dated February 17, 2004.*
(a)(5)(cvii)	Text of press release issued by Parent on February 17, 2004.*
(a)(5)(cviii)	Text of information on Parent’s website, posted February 17, 2004.*
(a)(5)(cix)	Investor Presentation by Parent, dated February 25, 2004.
(a)(5)(cx)	Text of Editorial in The Wall Street Journal, published February 23, 2004; redistributed by Parent on February 25, 2004.
(b)(1)	Commitment letter described in Section 10, “Source and Amount of Funds” of the Offer to Purchase (the “Commitment Letter”).*
(b)(2)	Side Letter to the Commitment Letter.*
(b)(3)	364-Day Revolving Credit Agreement described in Section 10, “Source and Amount of Funds” of the Offer to Purchase.*
(b)(4)	Corrected Schedule 2 to 364-Day Revolving Credit Agreement.*
(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:  February 25, 2004

ORACLE CORPORATION
By:	/s/    SAFRA CATZ
	Name:	Safra Catz
	Title:	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)(1)(xi)	Amended and Restated Offer to Purchase dated February 12, 2004.*
(a)(1)(xii)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(xiii)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xiv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(xv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(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.*

Index No.
(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.*

Index No.
(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.*

Index No.
(a)(5)(lxxxv)	Text of email message to present employees, dated November 17, 2003.*
(a)(5)(lxxxvi)	Text of press release issued by Parent on November 24, 2003.*
(a)(5)(lxxxvii)	Transcript of conference call held by Parent on November 24, 2003.*
(a)(5)(lxxxviii)	Text of information on Parent’s website, posted November 25, 2003.*
(a)(5)(1xxxix)	Notice of Motion, Revised 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 December 8, 2003.*
(a)(5)(1xxxx)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on December 8, 2003.*
(a)(5)(lxxxxi)	Second Amended Complaint (Redacted) filed in the Superior Court of the State of California, County of Alameda on December 12, 2003.*
(a)(5)(lxxxxii)	Text of press release issued by Parent on December 19, 2003.*
(a)(5)(lxxxxiii)	Transcript of portion of presentation to Soundview Investor Bus Tour pertaining to tender offer, held January 7, 2004.*
(a)(5)(lxxxxiv)	Text of press release issued by Parent on January 23, 2004.*
(a)(5)(lxxxxv)	Text of press release issued by Parent on February 4, 2004.*
(a)(5)(lxxxxvi)	Text of communication to customers dated February 4, 2004*
(a)(5)(lxxxxvii)	Text of information on Parent’s website, posted February 4, 2004*
(a)(5)(lxxxxviii)	Form of summary advertisement dated February 5, 2004.*
(a)(5)(lxxxxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on January 20, 2004.*
(a)(5)(c)	Transcript of portion of Corporate Q&A at AppsWorld Financial Analyst Day pertaining to the tender offer, held January 28, 2004.*
(a)(5)(ci)	Text of press release issued by Parent on February 9, 2004.*
(a)(5)(cii)	Text of press release issued by Parent on February 10, 2004.*
(a)(5)(ciii)	Transcript of portion of comments to Merrill Lynch Computer Services and Software: CEO Conference 2004, held February 11, 2004.*
(a)(5)(civ)	Text of letter to PeopleSoft Stockholder dated February 17, 2004.*
(a)(5)(cv)	Text of letter to PeopleSoft Stockholder dated February 12, 2004; first distributed February 17, 2004.*
(a)(5)(cvi)	Investor Presentation by Parent, dated February 17, 2004.*
(a)(5)(cvii)	Text of press release issued by Parent on February 17, 2004.*
(a)(5)(cviii)	Text of information on Parent’s website, posted February 17, 2004.*
(a)(5)(cix)	Investor Presentation by Parent, dated February 25, 2004.
(a)(5)(cx)	Text of Editorial in The Wall Street Journal, published February 23, 2004; redistributed by Parent on February 25, 2004.
(b)(1)	Commitment letter described in Section 10, “Source and Amount of Funds” of the Offer to Purchase (the “Commitment Letter”).*
(b)(2)	Side Letter to the Commitment Letter.*
(b)(3)	364-Day Revolving Credit Agreement described in Section 10, “Source and Amount of Funds” of the Offer to Purchase.*
(b)(4)	Corrected Schedule 2 to 364-Day Revolving Credit Agreement.*
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

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

Exhibit (a)(5)(cix)

The Case for Stockholder Choice

Important Notice

This presentation reflects the opinions and beliefs of Oracle Corporation regarding matters related to the tender offer and the proxy solicitation.

Oracle has not obtained the consent of the authors and publications reprinted in this presentation to the use of their material as proxy-soliciting material. Certain of the securities analysts whose statements are excerpted are employed by firms that have performed services for Oracle and its affiliates.

1

Important Notice

Regarding the Proxy Solicitation

Oracle Corporation and its nominees to the PeopleSoft board will be soliciting proxies for use at the PeopleSoft 2004 Annual Meeting, or at any adjournment or postponement thereof, to vote in favor of these nominees, Oracle’s proposed bylaw amendment and to vote on any other matters that shall be voted upon at the 2004 Annual Meeting. Oracle has filed a proxy statement on Schedule 14A with the Securities and Exchange Commission (“SEC”) in connection with this solicitation of proxies for the 2004 Annual Meeting (the “Proxy Statement”). Promptly after filing a definitive Proxy Statement with the SEC, Oracle will mail the Proxy Statement and a BLUE Proxy Card to each PeopleSoft stockholder entitled to vote at the Annual Meeting. Oracle has engaged MacKenzie Partners Inc. (“MacKenzie”) to assist it in the solicitation of proxies from PeopleSoft stockholders. Oracle has agreed to pay customary compensation to MacKenzie for such services. In addition, Oracle has agreed to reimburse MacKenzie for its reasonable out-of-pocket expenses and to indemnify them and certain related persons against certain liabilities relating to or arising out of the engagement. In its role as financial advisor to Oracle, Credit Suisse First Boston LLC (“CSFB”) may also assist in the solicitation of proxies from PeopleSoft stockholders. CSFB will not receive any fees for or in connection with its solicitation activities, other than the fees due CSFB for its services as financial advisor to Oracle and as Dealer Manager in connection with Oracle’s tender offer. In addition, directors, officers and employees of Oracle may solicit proxies although no additional compensation will be paid to directors, officers or employees for such services.

2

Important Notice

Regarding the Tender Offer

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 February 12, 2004 and as subsequently amended. 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 Inc., the Information Agent for the offer, or from Oracle Corporation.

3

Agenda

1. Executive Summary

2. Oracle Is Determined To Acquire PeopleSoft

3. Oracle’s Offer: Full and Fair Value to PeopleSoft Stockholders

4. PeopleSoft’s Response: Deny Stockholder Choice At All Costs

5. Tender Offer and Stockholder Proposal

4

Executive Summary

Oracle’s $26 per share all-cash offer: full and fair value

A win/win transaction for Oracle and PeopleSoft stockholders

Oracle believes it has a strong antitrust case and will ultimately prevail

PeopleSoft’s directors have intentionally disregarded their fiduciary duty to stockholders

We strongly urge PeopleSoft stockholders to take action:

1. Tender shares in the Oracle tender offer, which expires on March 12, 2004;

2. Approve Oracle’s proposal to increase the size of the PeopleSoft Board to nine members at the stockholder meeting on March 25, 2004; and

3. Elect the five independent candidates nominated by Oracle

5

Agenda

1. Executive Summary

2. Oracle Is Determined To Acquire PeopleSoft

3. Oracle’s Offer: Full and Fair Value to PeopleSoft Stockholders

4. PeopleSoft’s Response: Deny Stockholder Choice At All Costs

5. Tender Offer and Stockholder Proposal

6

Oracle + PeopleSoft = A Compelling Combination

Richest product offering: Oracle will offer future applications that combine the best features and functions of each company’s products

Expanded customer base with improved support provides annuity, cross-sell and up-sell opportunities Stronger and more efficient competitor against existing and emerging competitive alternatives

Minimal integration risk

Accretive after the first year, excluding amortization of intangibles

7

Highly Fragmented Market

Combination creates stronger competitor in diversified industry

Market Size

ERP Apps

$23.8 billion

#2 13.4%

SAP 17.9%

Other 59.7%

Oracle 5.4%

PeopleSoft/ J.D.Edwards 8.0%

Cerner—2.0%

Microsoft—2.0%

Sage Group PLC—1.7% McKesson HBOC—1.7% Siemens AG—1.6%

Market Share

CRM Apps

$7.1 billion

#2 8.2%

Oracle 4.4%

Siebel 17.1%

Other 57.1%

PeopleSoft/ J.D.Edwards 3.8%

SAP 6.2%

Amdocs—2.9% Trilogy Software—2.4%

Reynolds & Reynolds—1.6% Sage Group PLC—1.3% SAS Institute—1.3% FrontRange Solutions—1.0%

Art Technology Group—0.9%

Source: Based on latest available IDC data (ERP and CRM as of 2002).

8

Antitrust Issues

Oracle believes it has a very strong case and will ultimately prevail

Department of Justice (DOJ) Staff is focused on core HR/FMS provided to large enterprises

Served by dynamic, rapidly changing vendor landscape: this is not a 3-to-2 merger

– SAP is the leading vendor

– Lawson, SSA Global/Baan, and many other packaged software vendors currently sell to large enterprises

– Outsourcers (such as ADP, Fidelity, Hewitt/Cyborg) also currently provide solutions to large enterprises

– Integrators (such as IBM, Accenture, Bearing Point) significantly influence competitive landscape

– Microsoft is entering / repositioning and is a major constraint on price

9

Antitrust Issues

Oracle believes it has a very strong case and will ultimately prevail

yDOJ Staff must define a market in which a group of customers would be harmed

– Several case precedents for this principle, including Sungard

– We believe Oracle’s merger will not harm customers under any market definition

yInstead, Staff is attempting to utilize a novel legal theory in which each customer is a unique market

– No analogous case precedent for this theory

yEfficiencies created by the merger far outweigh any purported anticompetitive harm

10

Agenda

1. Executive Summary

2. Oracle Is Determined To Acquire PeopleSoft

3. Oracle’s Offer: Full and Fair Value to PeopleSoft Stockholders

4. PeopleSoft’s Response: Deny Stockholder Choice At All Costs

5. Tender Offer and Stockholder Proposal

11

Summary of Oracle’s Offer

Cash tender offer: $26.00 per share

$9.4B(1) total value

Offer subject only to customary conditions

– Majority of shares

– Redemption of poison pill

– Antitrust and customary regulatory clearances y No financing condition y Offer scheduled to expire on March 12, 2004

(1) Based on outstanding shares of PeopleSoft as of January 16, 2004, pro forma for the announced $200 million share repurchase. Total value is approximately $9.8B to purchase estimated shares outstanding at close and pay for estimated fees and expenses.

12

A Full And Fair Offer

Daily Closing Prices from February 4, 2003 to February 3, 2004 (day before Oracle’s revised offer)

Oracle Offer: $26.00

90-Day Average: $21.39 (Offer Premium: 21.5%)

180-Day Average: $19.37 (Offer Premium: 34.2%) 1-Year Average: $18.55 (Offer Premium: 40.2%)

Original Oracle Offer: $16.00 (Offer Premium: 62.5%)

13

PeopleSoft’s Valuation Myths

Myth #1: PeopleSoft is currently trading at the low end of its valuation range.

Reality: PeopleSoft’s annual average forward P/E multiple has been in decline for at least the last 4 years. PeopleSoft’s current multiple reflects rapidly diminishing organic growth and high-risk, back-end loaded EPS guidance. Oracle’s offer represents a substantial premium to the current and recent forward multiples.

Myth #2: PeopleSoft is trading at a lower multiple to its peers due to uncertainty created by Oracle.

Reality: We believe Oracle’s offer has propped up PeopleSoft’s stock price. PeopleSoft is trading in line with its peer group despite significant risk associated with earnings targets and underperformance relative to its peer group.

Myth #3: Oracle’s offer values PeopleSoft at multiples far below other recent large transactions in the enterprise software industry.

Reality: There is only one recent, large ( >$500M) enterprise application software transaction that is relevant: PeopleSoft’s acquisition of J.D. Edwards. Oracle’s premium offer for PeopleSoft far exceeds the revenue and per-customer multiples paid by PeopleSoft for J.D. Edwards. The P/E multiple paid by PeopleSoft is irrelevant given J.D. Edwards’ lack of profitability.

Myth #4: A majority of Wall Street analysts had a price target above $26 per share as of 2/4/2004.

Reality: Analyst price targets are not and have never been a fundamental valuation measure. PeopleSoft’s own advisors did not use price targets in their fairness opinion on the acquisition of J.D. Edwards. Price targets represent potential value in the future if management executes. Oracle’s offer is $26 in cash today, with no execution risk or discount for time.

14

PeopleSoft’s Falling P/E Ratios

Driven by underperformance relative to peers and aggressive, back-end-loaded EPS targets

28.7x

2 Year Average

26.9x

1 Year Average

24.4x

Q4 CY 03 Average

24.1x(1)

2/3/2004

(1)

28.6x

Oracle Offer

Note: Average forward multiples represent average of daily 1 year forward multiples using I/B/E/S consensus estimates. (1) Assumes CY 2004 EPS of $0.91, the current I/B/E/S mean estimate.

15

Declining License Revenue, Uncertain Future Performance

Pro Forma YoY License Revenue Growth (1)

(15.0%)

(11.8%)

Q3 Q4

CY 2001

(13.1%)

Q1

(13.6%)

Q2

(14.4%)

Q3

(12.8%)

Q4

CY 2002

(33.6%)

Q1

(14.6%)

Q2

(18.0%)

Q3

(2.5%)

Q4

CY 2003

“[Management guidance] for first-quarter [2004] license revenue [was] not an aberration and represents a new, lower-demand for PeopleSoft products.”

- Brent Thrill, Prudential Equity Group February 4, 2004

“We are downgrading PeopleSoft from Buy to Hold…we believe that Peoplesoft will likely miss its March quarter license revenue guidance…”

- Nathan Schneiderman, Wedbush Morgan Securities February 4, 2004

“Many investors will recall that PeopleSoft guided to 1Q04 license revenue of $125-$135 million a year ago — before it had bought J.D. Edwards! Our due diligence suggests that PeopleSoft has struggled somewhat with its go-to market plans for the combined organization, creating a lag in the deal flow for 1Q04.”

- Patrick Walravens, JMP Securities January 30, 2004

(1) License revenue pro forma for the acquisition of J.D. Edwards. Pro forma calculations assume J.D. Edwards’ fiscal quarters are equivalent to the closest previous calendar quarter (e.g., fiscal quarter ending January 31 is equivalent to calendar quarter ending December 31). J.D. Edwards did not file a 10-Q for Q3 FY 2003, pro forma calculations assume estimates from Prudential Research dated May 28, 2003.

16

Significant Execution Risk

YoY change in Pro Forma Quarterly Net Income (Continuing Operations)

($            in millions) $14.9

Q1 $12.1

Q2

($ 9.5)

Q3 $1.1

Q4

CY 2002

($ 13.8)

Q1 $4.4)

Q2 $1.3

Q3 $11.3

Q4

CY 2003 $26.4

Q1 $30.8

Q2 $22.8

Q3 $33.2

Q4

Execution Risk

CY 2004E

“…management guidance that calls for a more back-end weighted year could weigh on the stock as investors are forced to pin greater hopes on the out quarters.”

- Drew Brosseau, SG Cowen January 30, 2004

“…stock is not likely to outperform its peer group until it shows more evidence of being able to deliver on its 2004 outlook.”

- Adam Holt, JP Morgan January 30, 2004

“While [management] stressed that the macro environment continues to improve, its 1Q license revenue guidance of $130-$140M was, at best, lackluster.”

“Based on 1Q guidance and commentary [regarding] seasonality, PeopleSoft will need a very strong 4Q license revenue performance to meet its full year $700-$715M goal.”

- Brad Reback, CIBC World Markets January 30, 2004

Note: Pro forma calculations assume J.D. Edwards’ fiscal quarters are equivalent to the closest previous calendar quarter (e.g., fiscal quarter ending January 31 is equivalent to calendar quarter ending December 31). J.D. Edwards did not file a 10-Q for Q3 FY 2003, pro forma calculations assume estimates from Prudential Research dated May 28, 2003.

Projected net income based on I/B/E/S EPS consensus estimates and current shares outstanding.

17

Comparable Enterprise Application Software Vendors

Oracle’s $26.00 offer for PeopleSoft represents full and fair value now

CY 2004 P/E Multiples for Comparable Company Universe Selected By PeopleSoft’s Advisors(1)

(As of February 20, 2004)

45.5x

15%

3.1x

Siebel

31.7x

14%

2.2x

SAP

28.6x

24.4x

11%

2.5x / 2.2.x

PeopleSoft at February 2004 Oracle Offer

26.2x

11%

2.4x

Oracle

25.8x

20%

1.3x

Intuit

21.5x 11% 2.0x

Microsoft

20.3x 7% 3.0x

Sage Group

Current PeopleSoft P/E Multiple Premium

(1) Lawson is excluded because its multiple is not meaningful. The peer group represents companies selected by Citigroup in their fairness opinion for PeopleSoft’s Board for the

J.D. Edwards acquisition. Long term growth rates and earnings estimates are from I/B/E/S.

18

Comparable Companies?

PeopleSoft’s new “comparable companies” are inconsistent with their previous analysis

June 2003

Fairness Opinion for

PeopleSoft’s Acquisition of J.D. Edwards February 20, 2004

Proxy

Solicitation

SAP Corporation

Siebel Systems, Inc.

Consistent

Microsoft Corporation

Oracle Corporation

Intuit Inc.

Lawson Software, Inc.

Sage, Inc.

BEA Systems Inconsistent

Computer Associates

Mercury Interactive

Veritas Software Corporation

Median CY 2004 P/E Multiple(1) 26.0x 33.2x

Included Excluded

(1) As of February 20, 2004. Earnings estimates are from I/B/E/S.

19

J.D. Edwards Transaction: Apples and Oranges

Oracle’s $26.00 offer for PeopleSoft represents full and fair value

Oracle for

PeopleSoft for PeopleSoft

J.D. Edwards February 2004(2)

Price Per Share $ 14.74 $ 26.00

LTM NI Margin 3.8% 8.1%

Market Capitalization (in millions) $ 1,845 $ 9,713

Implied Multiples(1)

1 Year Forward Revenue 1.7x 3.0x

Price / 1 Year Forward EPS 38.8x 28.6x

Price Per Customer (in thousands) $219 $701

Oracle’s offer is at a substantial premium to the revenue multiple PeopleSoft paid for J.D. Edwards

Because of J.D. Edwards’ low profitability, analysts focused on the revenue multiple as a more appropriate metric for valuing the acquisition

(1) Revenue projections for J.D. Edwards from Prudential Financial report dated May 28, 2003. Revenue projections for PeopleSoft from I/B/E/S consensus.

(2) PeopleSoft’s LTM results are pro forma for the acquisition of J.D. Edwards. Pro forma calculations assume J.D. Edwards’ fiscal quarters are equivalent to the closest previous calendar quarter (e.g., fiscal quarter ending January 31 is equivalent to calendar quarter ending December 31). J.D. Edwards did not file a 10-Q for Q3 FY 2003, pro forma calculations assume estimates from Prudential Research dated May 28, 2003.

20

Analyst Price Targets Are Irrelevant

y PeopleSoft stated that the majority of analysts had price targets above $26 before Oracle’s revised offer. However, PeopleSoft did not tell the whole story

– 18 out of 32 analysts either had no price targets or targets of $26 or below

– Analysts typically do not assign price targets for stocks for which they do not have a favorable recommendation; all analysts who did not have price targets for PeopleSoft had either a neutral or negative recommendation

After Oracle revised its offer, 5 analysts either pulled their price target, downgraded the stock to neutral or recommended investors take profits

Morgan Stanley initiated coverage on February 18 with an equal-weight rating and no price target

Price targets are not and have never been a fundamental valuation measure. PeopleSoft did not use price targets in its fairness opinion for the

J.D. Edwards acquisition

Note: 32 analysts updated their estimates after PeopleSoft’s Q4 earnings release and before Oracle’s $26 offer. CSFB research is excluded from analysis. Report from Jyske Bank was not available. Only 25 analysts had price targets, 7 analysts had no price targets and all of them had hold, neutral or market perform ratings on the stock and 11 analysts had targets at $26 or below.

21

$26.00: A Full Valuation

Wall Street and industry analysts support the final Oracle bid

“Oracle’s offer was considered so generous in some circles that investors must be wondering whose interests the PeopleSoft board is looking after. I think you’re going to see some ripple effect from [PeopleSoft’s board decision to reject Oracle’s final bid]. There will be more doubt. Are they being fiduciarily responsible?”

- Lee Geishecker, Gartner Group

“ PeopleSoft Board Rejects New Oracle Offer,” San Jose Mercury News by Michael Bazeley, February 10, 2004

“It was a little surprising how summarily PeopleSoft dismissed [Oracle’s final bid of $26.00 per share], considering it is a pretty high bid. Oracle has raised its bid twice now, and shareholders really haven’t had the chance to speak.”

- Jamie Friedman, Fulcrum Global Partners

“ PeopleSoft Turns Down Latest Oracle Bid,” Washington Post by David A. Vise, February 10, 2004

“I wouldn’t call PeopleSoft a dinosaur but PeopleSoft thinks the world of today is the world of the go-go years of 1999 and 2000. Forward-looking companies such as Oracle are trying to bring the business software industry out of its doldrums. It is sad to see that the

PeopleSoft management cannot understand the bigger picture of where the [software] industry is heading.”

- Trip Chowdry, FTN Midwest Research

“ PeopleSoft Gains Upper Hand,” Contra Costa Times by George Avalos, February 12, 2004

22

$26.00: A Full Valuation

Wall Street and industry analysts support the final Oracle bid

“…we believe that most investors would be wise to take profits at this point… Although our prior price target was $28, Oracle’s $26 bid, our reduced conviction in our near-term numbers, and potential deal risk lead us to believe that the stock is fairly valued at these levels at 21x our 2005 earnings estimate.”

- Nathan Schneiderman, Wedbush Morgan Securities February 4, 2004

“Oracle did the right thing here. This bid is high enough to be taken very seriously by shareholders. PeopleSoft’s best ally at this point might not be shareholders. It might be the DOJ. PeopleSoft really needs them to block this.”

- David Hilal, Friedman, Billings, Ramsey & Co.

“ Oracle Raises PeopleSoft Bid to $26 Per Share,” Associated Press by Michael Liedtke, February 4, 2004

“We believe $26 is a relatively fair price for PeopleSoft, given the integration risk of combining J.D. Edwards and PeopleSoft and the concern over the company’s seasonality expectations throughout 2004.”

- UBS analysts Heather Bellini, Brayden Matthews and Dino Diana

“ PeopleSoft Rejects $9.4 Billion Oracle Bid; Takeover Attempt Heading for Showdown,” San Francisco Chronicle by Carrie Kirby, February 10, 2004

23

Agenda

1. Executive Summary

2. Oracle Is Determined To Acquire PeopleSoft

3. Oracle’s Offer: Full and Fair Value to PeopleSoft Stockholders

4. PeopleSoft’s Response: Deny Stockholder Choice At All Costs

5. Tender Offer and Stockholder Proposal

24

Fiduciary Duty?

PeopleSoft’s CEO dismissed our offer repeatedly before the Board could even consider it

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

- Craig Conway, June 7, 2003

“PeopleSoft-Chef droht Oracle mit Schadenersatz-Klage” [translated] Interview with Thomas Schmidtutz from Germany’s Euro am Sonntag newspaper

“There is no combination of terms or conditions that would persuade me to sell PeopleSoft to Oracle. I think it’ll be a pretty short board call.”

- Craig Conway, June 9, 2003

“ PeopleSoft Set to Reject $5.1bn Oracle Bid” by Richard Waters, Financial Times

25

PeopleSoft: Case Study of Poor Corporate Governance

Ranked at the bottom 15% of S&P 500 firms for corporate governance standards according to ISS(1)

Staggered board y No choice for stockholders y Customer poison pill

Aggressive financial and accounting tactics

Lack of financial transparency

(1) 14.9% CGQ Index Ranking in the S&P 500 as of May 25, 2003.

26

No Choice for Stockholders

The Board has repeatedly taken action to deny stockholder choice

Amended the J.D. Edwards merger agreement to eliminate the ability of PeopleSoft stockholders to vote Misrepresented Oracle’s intent regarding product support and engaged in an intensive lobbying campaign aimed at persuading antitrust authorities to block the transaction — at any price

Moved and manipulated the annual meeting

Q1 2004 results (guided by management below consensus) not available before the meeting

Accelerated meeting date by 2 months to drastically reduce the time available to solicit proxies for the independent slate

Appointed a new director (Mr. Maples) to the Board and has not put him up for election

The Board has refused to remove the poison pill that blocks stockholders’ choice — at any price

27

Customer Poison Pill

Extraordinary wealth transfer from stockholders to customers

In response to our offer, PeopleSoft management is giving every customer a 2 to 5 times money-back guarantee triggered only by actions of an acquiror, not current management

$1.55B in potential payments (and rising) as of December 31, 2003 (approximately $4 per PeopleSoft share)

Extraordinary program to impose costs will burden any potential buyer

Contractual commitments that cannot be revoked or amended by the Board or the stockholders

Some variations triggered by a stockholder vote to change the Board without a change in stock ownership — coercion at its worst

28

Customer Poison Pill

Extraordinary wealth transfer from stockholders to customers

“We view the customer assurance program as a non-sustainable business practice and sales tool providing the near-term benefit of expediting sales efforts. We do not completely understand the rationale for the continuation of the program while the company has publicly proclaimed the Oracle transaction dead.” “As a result, we do not believe that the customer assurance program is in shareholder’s best interests as it has permanently reduced the enterprise value of the company to any potential acquirer. …the ability for any acquirer to place a premium on PSFT shares is significantly constrained because simply adding the customer assurance liability of $1 billion assumes a $3.00 per share tax on any potential offer.”

- Cameron Steele, RBC Capital Markets December 8, 2003

“…one has to wonder whether Conway is running roughshod over investors’ rights as he tries to thwart the wolf at his door. In fact, PeopleSoft’s message to its shareholders increasingly sounds like ‘Eat your vegetables; we know what’s good for you.’”

- “PeopleSoft: A Wolf in Sheep’s Clothing?,” Barron’s Magazine by Mark Veverka, November 24, 2003

“We believe the CAP is likely to reduce the amount that an acquiring company would be willing to pay to the

PeopleSoft stockholders. We believe an acquiring company would determine that it might trigger payments under the CAP terms—even if it plans to continue to support the PeopleSoft products. Consequently, we believe an acquiring company would allocate a portion of its take-over budget to making cash payments to customers, with the balance going to stockholders.”

- Patrick Walravens, JMP Securities November 19, 2003

29

PeopleSoft’s Aggressive Financial and Accounting Tactics

Aggressive revenue recognition accounting for customer poison pill

Repeated revisions of customer poison pill contracts were blamed on “administrative errors,” with inconsistent public disclosures of these revisions

Implemented stock buyback as an entrenchment tool

– Did not buy back in 2002 with approximately $2B in cash and the stock trading as low as $12.07

– Why buy back stock now at $22.00?

– Drain cash resources and reduce available shares y Poor financial disclosure and transparency related to the J.D. Edwards acquisition

30

PeopleSoft’s Lack of Financial Transparency

“PeopleSoft has declined to separately disclose the financial performance of the former J.D. Edwards unit for the past two quarters, making it difficult for analysts to determine the new operation’s profitability and growth. ‘This is how they are gaming the system,’ [RBC Capital Markets analyst Cameron] Steele says… In fact, the company’s licence revenue growth has declined over the past three quarters, a fact that PeopleSoft doesn’t dispute.”

- “PeopleSoft: A Wolf in Sheep’s Clothing?,” Barron’s Magazine by Mark Veverka, November 24, 2003

“But there is a hole in PeopleSoft’s reporting. The Pleasanton, Calif., company won’t break out the separate revenue contributions from J.D. Edwards and PeopleSoft in their initial quarter as a merged company, making it tough to analyze how the business performed when compared with a year earlier.”

“The reticence is understandable: Compared with the $196 million in combined license revenue in the two companies’ comparable quarters last year, the most recent performance appears to reflect a decline of 18%.”

- “PeopleSoft’s Math: One Plus One Equals One,” The Wall Street Journal by David Bank, October 31, 2003

31

Agenda

1. Executive Summary

2. Oracle Is Determined To Acquire PeopleSoft

3. Oracle’s Offer: Full and Fair Value to PeopleSoft Stockholders

4. PeopleSoft’s Response: Deny Stockholder Choice At All Costs

5. Tender Offer and Stockholder Proposal

32

Oracle’s Proposal to Amend Bylaws

In addition to offering PeopleSoft stockholders $26 in cash per share, Oracle is also proposing changes to PeopleSoft’s bylaws that will allow stockholders to vote for a majority of the Board

Oracle’s bylaw proposal would enable:

1. Stockholders to fill all newly created directorships

2. Size of the Board to be expanded by one, to a total of nine members

– New seat to be filled by a stockholder vote at the meeting

3. Five independent, well-qualified directors to be elected to put stockholders’ interests first

33

Appendix

1. Overview of Independent Nominees

2. Compensation for Independent Nominees

3. Profiles of Independent Nominees

4. Tender Offer Timeline

34

Overview of Independent Nominees

No affiliation nor prior relationship or dealings with Oracle

Extensive experience in business, corporate governance, accounting and finance

Committed to representing stockholders’ interests

No commitment to Oracle regarding the conduct of PeopleSoft business (or any other matter) after the election

35

Reasonable Compensation for Independent Nominees

$30,000 for service as nominee

– Indemnified by Oracle against liability as nominee

– Once elected, no compensation or indemnification from Oracle

Compare to PeopleSoft directors’ compensation

– Annual retainer of $30,000 + $5,000 per annum for each committee membership

– Since June 2003, additional $7,500 per month in connection with considering the Oracle offer

– Additional $1,500 per day when involved with PeopleSoft legal proceedings

– Stock options

36

Independent Nominees

Will represent the interests of PeopleSoft stockholders

Dr. Duke K. Bristow, 46

– Director of corporate governance program at UCLA and Chair of the Annual Corporate Governance Conference

– Financial economist at the UCLA Anderson School of Management

– Serves on the Academic Council of the Corporate Board Member Magazine

– Serves on the board of Arena Pharmaceuticals (Chairman of the Audit Committee, Chairman of the Governance and Nominating Committee and a member of the Compensation Committee)

– B.S. in chemical engineering from Purdue University, an M.B.A. from Indiana University and a Ph.D. in Financial Economics from UCLA

37

Independent Nominees

Will represent the interests of PeopleSoft stockholders

Richard L. Clemmer, 53

– President of Venture Capital Tech LLC

– Former CEO and President of PurchasePro.com, Inc.

– Former EVP and CFO at Quantum

– Former SVP and CFO at Texas Instruments, where he served for 23 years

– Serves on the Board of Directors of Agere Systems (Chairman of the Audit committee)

– B.A. in business administration from Texas Tech University and an M.B.A. from Southern Methodist University

38

Independent Nominees

Will represent the interests of PeopleSoft stockholders

Roger Noall, 68

– Former Senior EVP and Chief Administrative Officer of KeyCorp, a bank holding company

– Serves on the Board of Directors of Alleghany Corporation (Chairman of the Nominating and Governance Committee and member of the Compensation Committee),

The Victory Portfolios, The Victory Variable Insurance Funds and The Victory Institutional Funds

– B.S. in accounting from the University of Utah, an L.L.B. from Harvard Law School and an L.L.M. from New York University Law School

39

Independent Nominees

Will represent the interests of PeopleSoft stockholders

Dr. Laurence E. Paul, 39

– Managing Principal of Laurel Crown Capital, LLC, a private equity firm

– Former Managing Director at CSFB and Donaldson, Lufkin & Jenrette

– Serves on the Board of Directors for Biovail Corporation (member of Audit and Compensation committees) and Ampco-Pittsburgh Corporation

– Serves as director of Harvard Medical School and the American Red Cross Biomedical Services Division

– A.B. degree in biology from Harvard College, an M.D. from Harvard Medical School and an M.B.A. from Stanford University Graduate School of Business

40

Independent Nominees

Will represent the interests of PeopleSoft stockholders

Dr. Artur Raviv, 58

– Alan E. Peterson Distinguished Professor of Finance at the Kellogg Graduate School of Management, Northwestern University

– Member of the Kellogg faculty since 1981, served as Chairman of the Finance Department from 1986-1989

– Associate Editor of the Journal of Finance from 1989-2000; also has served on the Board of Editorial Advisors for both the Journal of Accounting, Auditing, and Finance and the Journal of Economics and Management Strategy

– Developed and directs three executive programs: MergerWeek, Corporate Financial Strategy and Finance for Executives

– B.A. and B.Sc. degrees in economics and statistics and mathematical physics from the Hebrew University, an M.Sc. degree from the Israel Institute of Technology and a Ph.D. in managerial economics from Northwestern University

41

Tender Offer Background

DATE EVENT

June 6, 2002 PeopleSoft approaches Oracle to discuss a possible merger

June 2, 2003 PeopleSoft announces 100% stock merger with J.D. Edwards

June 6, 2003 Oracle announces $16.00 cash tender offer for all outstanding PeopleSoft shares

June 9, 2003 Oracle requests a meeting with PeopleSoft; request was not granted

June 12, 2003 PeopleSoft Board rejects Oracle’s offer. Shortly thereafter, PeopleSoft initiates

the customer poison pill.

June 16, 2003 PeopleSoft amends J.D. Edwards transaction to a 49% cash / 51% stock

transaction, eliminating the need for stockholder approval of the transaction

June 18, 2003 Oracle revises tender offer to $19.50 cash per share and makes repeated

requests in the following month to meet with PeopleSoft Board

June 20, 2003 PeopleSoft Board rejects Oracle’s revised offer

42

Tender Offer Background (Cont’d)

DATE EVENT

July 18, 2003 PeopleSoft acquires J.D. Edwards

October 17, 2003 PeopleSoft discloses revised terms of the customer poison pill, making the

Company more difficult to be acquired

January 23, 2004 Oracle announces nominees to PeopleSoft’s Board

January 30, 2004 PeopleSoft schedules date of 2004 annual stockholder meeting two months

earlier compared to last year and before Q1 2004 results become available

February 4, 2004 Oracle increases cash tender offer to $26.00 per share

February 9, 2004 PeopleSoft Board rejects latest offer from Oracle citing valuation and antitrust

issues

February 10, 2004 Record date for determining stockholders’ eligibility to vote in annual stockholder

meeting

March 12, 2004 Expiration of Oracle’s cash tender offer

March 25, 2004 PeopleSoft’s annual stockholder meeting

43

The Case for Stockholder Choice

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

Exhibit (a)(5)(cx)

The Wall Street Journal

February 23, 2004

Review and Outlook:  Who Defines a Market?¹

The Justice Department will soon make its call on whether to block Oracle’s hostile takeover bid for software competitor PeopleSoft. This one may finally tell us if the Bush Administration has anything that could be reasonably called an “antitrust policy.”

Or, for that matter, if it understands the importance of microeconomic management. The Bush White House has devoted useful thought and energy to fiscal policy, but too often nobody has been minding the regulatory store. The resulting uncertainty has chipped away at growth and investment.

The Bush Antitrust Division at Justice hasn’t had a chance to review many mergers, given the slow acquisitions market since the stock bubble burst. But it’s fair to say that when it has weighed in, it has given off mixed, some would say incoherent, signals. It dispensed about as well as possible with the Microsoft albatross. But in other cases — its rejection of Sungard’s acquisition of Comdisco, or of EchoStar’s bid for Hughes’s DirecTV — it has been hard to tell the difference between the Bush antitrust agenda and Al Gore’s.

Now would be a good time to sort that difference out, given the revival of the takeover business. Cingular is laying out $41 billion for AT&T Wireless, Comcast is stalking Disney, and even the Europeans are joining the game with Sanofi’s bid for Aventis. A consistent and transparent antitrust policy is needed to guide corporate and shareholder decisions on these billion-dollar deals.

Oracle happens to be a timely test case. Many mergers are friendly, with both partners asking the Antitrust Division to bestow its blessing. Justice may require one of the parties to sell off some product lines, but the deals often go through. In Oracle’s case, peaceable divestiture is out of the question, so Justice has to decide this one on the merits.

And on that score, news has already leaked that the Antitrust Division staff has recommended against the merger based on some novel legal theorizing. To block a merger under the law, Justice has to show that the market — i.e., customers — for any product would be hurt if one of the producers disappeared. The question often comes down to defining what constitutes the “market.” Our sources tell us that in the Oracle-PeopleSoft case, staff lawyers are asserting that the “market” for business software can be whatever any single customer says it is.

¹  From the editorial page of The Wall Street Journal, February 23, 2004. Neither the author nor the publication has consented to the use of this material as proxy soliciting material.

Justice has already wandered into this cul-de-sac with its 2001 Sungard case. Antitrust Division lawyers defined the market for disaster recovery services very narrowly and claimed only Sungard, Comdisco and IBM served it; then they sued to bar Sungard from buying Comdisco. But a federal judge let the deal go through, claiming the “market” was in fact served by a wider choice of competitors.

Justice’s antitrust careerists must be smarting from that loss, because they’re now trying to revive this market theory via Oracle-PeopleSoft. Specifically, they are arguing this time that each customer is its own software market. In other words, if Acme Corp. decides that only three companies can provide it with business-application software — say, Oracle, PeopleSoft and SAP — then the combination of any two of those suppliers would constitute an antitrust violation.

If this sounds like an invitation for the government to block any merger it wants to, that’s because it is. If every customer can define its supplier market for the purposes of antitrust enforcement, then every market in every industry will be subject to a new level of legal scrutiny. And what happens if Acme decides that only one supplier can fulfill its needs in a certain product or service? Is the Antitrust Division going to insist that such a current “monopoly” be broken up?

As in Sungard, we doubt this theory would survive judicial review. But review takes time, and in today’s fast-moving business world an antitrust decision delayed is a merger denied. An active merger market is healthy for a capitalist economy and (as we’re seeing with Disney) is often the best way to ensure that managers work in the interests of shareholders.

The staff recommendation on Oracle is now being reviewed by the relatively new Assistant Attorney General for Antitrust, R. Hewitt Pate, who wasn’t in charge during either Sungard or EchoStar. The recommendation was clearly leaked in an attempt to reduce Mr. Pate’s room for maneuver. Thus are career lawyers who have a self-interest in expanding the scope of antitrust law able to overrule the appointee of a duly elected President.

We hope Mr. Pate isn’t intimidated. The market for business software is deep and wide, and it may become more so if Microsoft decides to jump in. Oracle has recently sweetened the price of its hostile bid for PeopleSoft, and the decision to accept or reject that offer properly belongs with the owners of PeopleSoft, its shareholders. The Justice Department antitrust bureaucracy is sorely in need of some adult legal counsel.