SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 53

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. 53 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 11.    Additional Information.

On February 26, 2004, the federal government and the governments of seven states filed a Complaint against Parent in the United States District Court for the Northern District of California, San Francisco Division. The Complaint alleges that Parent’s and Purchaser’s proposed acquisition of PeopleSoft would lessen competition substantially in interstate trade and commerce in violation of Section 7 the Clayton Act, and seeks, among other relief, an injunction barring Parent from carrying out the proposed acquisition. The Complaint is attached hereto as Exhibit (a)(5)(cxv).

On February 26, 2004, Parent announced that it was withdrawing its nomination of five individuals to the Company’s Board of Directors, and withdrawing its proposal to amend the Company’s bylaws. Parent will not solicit proxies for use at the Company’s 2004 Annual Meeting, and will not file a definitive Proxy Statement on Schedule 14A. The press release issued by Parent announcing the withdrawal of the proxy solicitation is attached hereto as Exhibit (a)(5)(cxiv).

On February 26, 2004, Parent and Purchaser announced that they have extended the Expiration Date of the Offer, as those terms are defined in the Amended and Restated Offer to Purchase, to 12:00 midnight, New York City time, Friday, June 25, 2004. As of February 26, 2004, a total of 5,294,574 shares had been tendered in and not withdrawn from the offer. The press release issued by Parent announcing the extension of the offer is attached hereto as Exhibit (a)(5)(cxiv).

On February 25, 2004, the Superior Court of the State of California, Alameda, overruled Parent’s and Purchaser’s demurrer to Plaintiff’s Second Amended Complaint, and denied Parent’s and Purchaser’s motion to strike portions of Plaintiff’s Second Amended Complaint. Parent and Purchaser must file an answer to the Second Amended Complaint on or before March 30, 2004. The Court’s order denying Defendant’s motion to strike portions of Plaintiff’s Second Amended Complaint, and the Court’s order overruling Defendant’s Demurrer to Plaintiff’s Second Amended Complaint are filed herewith as Exhibit (a)(5)(cxi) and Exhibit (a)(5)(cxii), respectively.

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.*
(a)(5)(cxi)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.
(a)(5)(cxii)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.
(a)(5)(cxiii)	Text of press release by Parent, dated February 26, 2004.
(a)(5)(cxiv)	Text of press release by Parent, dated February 26, 2004.
(a)(5)(cxv)	Complaint filed in the United States District Court for the Northern District of California, San Francisco Division on February 26, 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 27, 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.*
(a)(5)(cxi)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.
(a)(5)(cxii)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.
(a)(5)(cxiii)	Text of press release by Parent, dated February 26, 2004.
(a)(5)(cxiv)	Text of press release by Parent, dated February 26, 2004.
(a)(5)(cxv)	Complaint filed in the United States District Court for the Northern District of California, San Francisco Division on February 26, 2004.

Index No.
(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)(CXI)

Exhibit (a)(5)(cxi)

ENDORSED

FILED

ALAMEDA COUNTY

FEB 25 2004

CLERK OF THE                   COURT

By                                     

FOLGER LEVIN & KAHN LLP

Michael A. Kahn (SB# 057432)

Gregory D. Call (SB# 120483)

Jonathan K. Sobel (SB# 148059)

Michael F. Kelleher (SB# 165493)

Embarcadero Center West

275 Battery Street, 23rd Floor

San Francisco, CA 94111

Telephone: (415) 986-2800

Facsimile: (415) 986-2827

CLEARY, GOTTLIEB, STEEN & HAMILTON

Max Gitter (pro hac vice)

Mitchell A. Lowenthal (pro hac vice)

Christopher H. Lunding (pro hac vice)

One Liberty Plaza

New York, NY 10004

Telephone: (212) 225-2000

Facsimile: (212) 225-3999

MANDELL MENKES & SURKDYK LLC

Steven P. Mandell (pro hac vice)

Stephen J. Rosenfeld (pro hac vice)

333 W. Wacker Drive, Suite 300

Chicago, Illinois 60606

Telephone: (312) 251-1000

Facsimile: (312) 251-1010

Attorneys for Plaintiffs PEOPLESOFT, INC. and

J.D. EDWARDS & COMPANY

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF ALAMEDA

PEOPLESOFT, INC., a Delaware corporation, and J.D. EDWARDS & COMPANY., a Delaware corporation	Case No. RG03101434
Plaintiffs,	ORDER DENYING DEFENDANTS’ MOTION TO STRIKE PORTIONS OF PLAINTIFFS’ SECOND AMENDED COMPLAINT
v.
ORACLE CORPORATION, a Delaware corporation, PEPPER ACQUISITION CORP., a Delaware corporation, and DOES 1-100, inclusive,	Date:	February 25, 2004
	Time:	3:00 p.m.
	Dept.:	22
	Judge:	Hon. Ronald M. Sabraw
Defendants.

FOLGER LEVIN & KAHN LLP ATTORNEYS AT LAW ORDER DENYING DEFENDANTS’ MOTION TO STRIKE PORTIONS OF PLAINTIFFS’ SECOND AMENDED COMPLAINT: CASE NO. RG03101434

Defendants’ Motion to Strike Portions of Plaintiffs’ Second Amended Complaint filed by Oracle Corporation and Pepper Acquisition Corp. (collectively, “Oracle”) was set for hearing on February 25, 2004 at 3:00 p.m. in Department 22 before the Honorable Ronald M. Sabraw.

After full consideration of the moving, opposition, and reply papers, the authorities submitted by counsel, all matters that were requested to be judicially noticed, and counsels’ oral arguments, and good cause appearing therefore,

IT IS HEREBY ORDERED THAT:

The tentative ruling is hereby adopted and affirmed: Defendants’ Motion to Strike Portions of Plaintiffs’ Second Amended Complaint is DENIED. (The tentative ruling is incorporated as if set forth in full herein, and a copy of which is attached hereto as Exhibit A.)

Dated: February 25, 2004	RONALD M. SABRAW
	Hon. Ronald M. Sabraw

FOLGER LEVIN & KAHN LLP ATTORNEYS AT LAW	-1-
	ORDER DENYING DEFENDANTS’ MOTION TO STRIKE PORTIONS OF PLAINTIFFS’ SECOND AMENDED COMPLAINT: CASE NO. RG03101434

EXHIBIT A

PeopleSoft v. Oracle

RG03-101434

2/25/04

Demurrer of Oracle to Second Amended Complaint

Motion of Oracle to strike portions of Second Amended Complaint

TENTATIVE DECISION – MOTION TO STRIKE

Motion of Oracle to strike portions of Second Amended Complaint is DENIED.

The Court may lawfully provide the relief sought by Plaintiff. The Court has broad authority under Business and Professions Code 17203 and 17535 to determine an appropriate remedy. ABC Internal. Traders, Inc. v. Matsushita Electric Corp. (1997) 14 Cal. 4th 1247, 1270 (Legislature provided the “courts with broad equitable powers to remedy violations under section 17203,”); Brockey v. Moore (2003) 107 Cal. App. 4th 86,102- (Stating that section 17203 “allows trial courts great latitude in protecting the public and making the victims of unfair competition whole,” and affirming wide ranging injunctive relief.); Consumers Union of U.S., Inc. v. Alta-Dena Certified Dairy (1992) 4 Cal. App. 4th 963,872 (“Both the unfair competition law and the false advertising act contain broad remedial provisions which authorize the courts to correct violations. The remedial power granted under these sections is extraordinarily broad. Probably because false advertising and unfair business practices can take many forms, the Legislature has given the courts the power, to fashion remedies to prevent their “use or employment” in whatever context they may occur.”).

The Court has the discretion to provide the relief sought by Plaintiff. How the Court will exercise that discretion will depend on the facts of the case and whether the relief sought would serve to remedy any proven unlawful, unfair, or fraudulent business practice. It is simply too early in the case for the Court to limit its options for providing relief. This is not a case such as Diaz v. Kay-Dix Ranch (1970) 9 Cal.App.3d 588, where the Court found that even if the plaintiffs could prove their claims the court would not provide the injunctive relief sought because of the burdens on defendants and the Court and the availability and comparative efficacy of federal enforcement.

The Court notes that although there is no published case holding that California courts may enjoin tender offers, Delaware law suggests that state courts of equity can enjoin tender offers because of violations of state law. Eisenberg v. Chicago Milwaukee Corp. (1987) 537 A.2d 1051 (granting preliminary injunction against self tender due to violation of state law); AC Acquisitions Corp, v. Anderson, Clayton & Co. (1986) 519 A.2d 103 (granting preliminary injunction against self tender due to violation of state law).

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

Exhibit (a)(5)(cxii)

ENDORSED

FILED

ALAMEDA COUNTY

FEB 25 2004

CLERK OF THE                   COURT

By                                     

FOLGER LEVIN & KAHN LLP

Michael A. Kahn (SB# 057432)

Gregory D. Call (SB# 120483)

Jonathan K. Sobel (SB# 148059)

Michael F. Kelleher (SB# 165493)

Embarcadero Center West

275 Battery Street, 23rd Floor

San Francisco, CA 94111

Telephone: (415) 986-2800

Facsimile: (415) 986-2827

CLEARY, GOTTLIEB, STEEN & HAMILTON

Max Gitter (pro hac vice)

Mitchell A. Lowenthal (pro hac vice)

Christopher H. Lunding (pro hac vice)

One Liberty Plaza

New York, NY 10004

Telephone: (212) 225-2000

Facsimile: (212) 225-3999

MANDELL MENKES & SURKDYK LLC

Steven P. Mandell (pro hac vice)

Stephen J. Rosenfeld (pro hac vice)

333 W. Wacker Drive, Suite 300

Chicago, Illinois 60606

Telephone: (312) 251-1000

Facsimile: (312) 251-1010

Attorneys for Plaintiffs PEOPLESOFT, INC. and

J.D. EDWARDS & COMPANY

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF ALAMEDA

PEOPLESOFT, INC., a Delaware corporation, and J.D. EDWARDS & COMPANY, a Delaware corporation,	Case No. RG03101434
Plaintiffs,	ORDER OVERRULING DEFENDANTS’ DEMURRER TO PLAINTIFFS’ SECOND AMENDED COMPLAINT
v.	Date:	February 25, 2004
ORACLE CORPORATION, a Delaware corporation, PEPPER ACQUISITION CORP., a Delaware corporation, and DOES 1-100, inclusive,	Time:	3:00 p.m.
	Dept.:	22
	Judge:	Hon. Ronald M. Sabraw
Defendants.

FOLGER LEVIN & KAHN LLP ATTORNEYS AT LAW ORDER OVERRULING DEFENDANTS’ DEMURRER TO PLAINTIFFS’ SECOND AMENDED COMPLAINT; CASE NO. RG03101434

Defendants’ Demurrer to Plaintiffs’ Second Amended Complaint filed by Oracle Corporation and Pepper Acquisition Corp. (collectively, “Oracle”) was set for hearing on February 25, 2004 at 3:00 p.m. in Department 22 before the Honorable Ronald M. Sabraw.

After full consideration of the moving, opposition, and reply papers, the authorities submitted by counsel, all matters that were requested to be judicially noticed, and counsels^’ oral arguments, and good cause appearing therefore,

IT IS HEREBY ORDERED THAT:

The tentative ruling is hereby adopted and affirmed: Defendants’ Demurrer to Plaintiffs’ Second Amended Complaint is OVERRULED. (The tentative ruling is incorporated as if set forth in full herein, and a copy of which is attached hereto as Exhibit A.)

Oracle must file an answer to the Second Amended Complaint on or before March 30, 2004.

Dated: February 25, 2004	RONALD M. SABRAW
	Hon. Ronald M. Sabraw

FOLGER LEVIN & KAHN LLP ATTORNEYS AT LAW	-1-
	ORDER OVERRULING DEFENDANTS’ DEMURRER TO PLAINTIFFS’ SECOND AMENDED COMPLAINT; CASE NO. RG03101434

EXHIBIT A

TENTATIVE DECISION – DEMURRER

Demurrer of Oracle to the Second Amended Complaint is OVERRULED. The Second Amended Complaint states four claims: (1) Business and Professions Code 17500 – Misleading PeopleSoft customers (All Defs); (2) Trade Libel (All Defs); Intentional Interference with Prospective Economic Advantage; and (4) Business and Professions Code 17200. The 17200 claims has five subparts: (a) Unlawful - lowball, delay, doubt, cost of transfer, (b) Unfair to Peoplesoft, (c) Unfair to Peoplesoft shareholders; (d) Unfair to consumers; and (e) Fraudulent.

At the demurrer stage, the Court must accept the allegations of the Second Amended Complaint as true and must draw every inference in favor of the Plaintiff. The Court reviews the Second Amended Complaint in light of this standard.

The Court’s order of November 5, 2003, overruled the demurrer to the claims for (1) Business and Professions Code 17500, (2) Trade Libel, and (3) Intentional Interference with Prospective Economic Advantage. The Court will not revisit those decisions. The demurrer to the First, Second, and Third causes of action are OVERRULED.

The demurrer to the Fourth cause of action under 17200 highlights the pleading problems inherent in addressing a 17200 claim. The 17200 claim concerns several “business practices,” states claims under the unlawful, unfair, and fraudulent prongs, and supports the unlawful and unfair claims with reference to several statutes. The Court will address each aspect of the claim in turn.

UCL - Unlawful/unfair in violation of Business and Professions Code 17043 (sales below cost) and 17044 (loss leader). OVERRULED. The Complaint adequately alleges that Oracle gave away software licenses for the purpose of injuring PeopleSoft.

UCL - Unlawful/unfair in violation of Business and Professions Code 17045 (secret rebates). OVERRULED. The Complaint adequately alleges that Oracle gave away software licenses for the purpose of injuring PeopleSoft and that the practice had a tendency to destroy competition.

UCL - Unlawful/unfair in violation of Civil Code 1770 (CLRA). OVERRULED. The Complaint adequately alleges that Oracle disparaged PeopleSoft’s products to consumers.

UCL - Unlawful/unfair in violation of Civil Code 1708 (general tort claims). OVERRULED. The Complaint adequately alleges that Oracle disparaged PeopleSoft’s products to consumers. This claim appears to be a more general version of the Second and Third claims for Trade Libel and intentional Interference with Prospective Economic Advantage.

2

UCL - Unlawful/unfair in violation of Civil Code 1709 (fraud). OVERRULED. The Complaint adequately alleges that Oracle deceived members of the general public with its statements about PeopleSoft’s products.

UCL - Fraudulent. OVERRULED. The Complaint adequately alleges that Oracle deceived members of the general public with its statements about PeopleSoft’s products.

Oracle must file an answer to the Second Amended Complaint on or before March 5, 2004.

3

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

Exhibit (a)(5)(cxiii)

For Immediate Release

Contact: Jennifer Glass

Oracle Corp.

(650) 633-6192

jennifer.glass@oracle.com

Oracle Comments on Department of Justice Suit

REDWOOD SHORES, Calif., February 26, 2004 — Oracle Corporation (Nasdaq: ORCL) issued the following statement today:

“The Department of Justice decision follows an aggressive lobbying campaign by PeopleSoft management,” said Jim Finn, Oracle spokesman. “It is inconsistent with the overwhelming evidence of intense competition in the markets we serve, and we believe it is without basis in fact or in law. A combined Oracle/Peoplesoft will significantly benefit all customers and shareholders involved.”

Important Notice

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.

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, the Information Agent for the offer, or from Oracle Corporation.

###

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

Exhibit (a)(5)(cxiv)

For Immediate Release

Contact:	Jennifer Glass
	Oracle Corp.
	(650) 633-6192
	jennifer.glass@oracle.com

ORACLE TO CHALLENGE DEPARTMENT OF JUSTICE LAWSUIT

Extends Tender Offer to June 25, 2004

REDWOOD SHORES, Calif., February 26, 2004—Oracle Corporation (Nasdaq: ORCL) announced today that its Board of Directors has met and decided to vigorously challenge the Justice Department’s lawsuit to block Oracle’s merger with PeopleSoft. The Department’s claim that there are only three vendors that meet the needs of large enterprises does not fit with the reality of the highly competitive, dynamic and rapidly changing market. Oracle has always been an innovator in the industry and led the way to reducing total cost of ownership and believes that the combined company will be able to offer products and services at even lower prices.

“We believe that the government’s case is without basis in fact or in law, and we look forward to proving this in court,” said Jim Finn, Oracle spokesperson.

Since the litigation will extend beyond the PeopleSoft Stockholders’ meeting on March 25, 2004, Oracle is withdrawing the slate of independent directors and will not be soliciting proxies for use at the meeting. In addition, Oracle has extended its previously announced tender offer for all of the common stock of PeopleSoft, Inc. to midnight EDT on Friday, June 25, 2004.

The tender offer was previously set to expire at midnight EST on Friday, March 12, 2004. As of the close of business on Thursday, February 26, 2004, a total of 5,294,574 shares had been tendered in and not withdrawn from the offer.

Important Notice

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, the Information Agent for the offer, or from Oracle Corporation.

###

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

Exhibit (a)(5)(cxv)

R. HEWITT PATE

Assistant Attorney General

J. BRUCE McDONALD

Deputy Assistant Attorney General

United States Department of Justice

Antitrust Division

RENATA B. HESSE, Chief

CA Bar No. 148425

N. SCOTT SACKS, Assistant Chief

CLAUDE F. SCOTT, JR., Trial Attorney

United States Department of Justice

Antitrust Division

Networks & Technology Enforcement Section

600 E Street NW, Suite 9500

Washington, DC 20530

Telephone: (202) 307-6200

Facsimile: (202) 616-8544

PHILLIP H. WARREN, Chief

CA Bar No. 89744

PAMELA P. COLE

CA Bar No. 208286

PHILLIP R. MALONE

CA Bar No. 163969

Trial Attorneys

United States Department of Justice

Antitrust Division

450 Golden Gate Ave., Room 10-0101

San Francisco, CA 94102

Telephone: (415) 436-6660

Facsimile: (415) 436-6687

Counsel for Plaintiff United States of America

Complaint — Page 1

GREG ABBOTT, Attorney General

BARRY R. McBEE, First Assistant Attorney General

EDWARD D. BURBACH, Deputy Attorney General for Litigation

MARK TOBEY, Assistant Attorney General

    Chief, Antitrust and Civil Medicaid Fraud Division

KIM VAN WINKLE, Assistant Attorney General

Office of the Attorney General

P. O. Box 12548

Austin, Texas 78711-2548

Telephone: (512) 463-2185

Facsimile: (512) 320-0975

Counsel for Plaintiff State of Texas

MARK J. BENNETT, Attorney General

Department of the Attorney General

425 Queen Street

Honolulu, Hawaii 96813

Telephone: (808) 586-1282

Facsimile: (808) 586-1239

Counsel for Plaintiff State of Hawaii

J. JOSEPH CURRAN, JR., Attorney General

ELLEN S. COOPER, Assistant Attorney General

    Chief

ALAN M. BARR, Assistant Attorney General

    Assistant Chief

JOHN R. TENNIS, Assistant Attorney General

GARY HONICK, Assistant Attorney General

Antitrust Division

200 St. Paul Place, 19^th Floor

Baltimore, MD 21202

Telephone: (410) 576-6470

Facsimile: (410) 576-7830

Counsel for Plaintiff State of Maryland

THOMAS F. REILLY, Attorney General

TIMOTHY E. MORAN, Assistant Attorney General

Consumer Protection and Antitrust Division

One Ashburton Place

Boston, MA 02108

Telephone: (617) 727-2200, ext. 2516

Facsimile: (617) 727-5765

Complaint — Page 2

Counsel for Plaintiff The Commonwealth of Massachusetts

MIKE HATCH, Attorney General

KRISTEN M. OLSEN, Assistant Attorney General

445 Minnesota Street, Suite 1200

St. Paul, Minnesota 55101-2130

Telephone: (651) 296-2921

Facsimile: (651) 296-1410

Counsel for Plaintiff State of Minnesota

ELIOT SPITZER, Attorney General

JAY L. HIMES, Chief, Antitrust Bureau

Office of the Attorney General of New York

120 Broadway, 26^th Floor

New York, NY 10271

Telephone: (212) 416-8282

Facsimile: (212) 416-6015

Counsel for Plaintiff State of New York

WAYNE STENEHJEM, Attorney General

TODD A. SATTLER, Assistant Attorney General

Consumer Protection and Antitrust Division

600 E. Boulevard Ave., Dept. 125

Bismark, ND 58505-0040

Telephone: (701) 328-2811

Facsimile: (701) 328-3535

Counsel for Plaintiff State of North Dakota

Complaint — Page 3

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

UNITED STATES OF AMERICA,
STATE OF TEXAS, STATE OF HAWAII,
STATE OF MARYLAND,
COMMONWEALTH OF MASSACHUSETTS,	Case No.: C  04  0807  (JCS)
STATE OF MINNESOTA, STATE OF
NEW YORK, and STATE OF	E-filed: 02/26/2004
NORTH DAKOTA,
Plaintiffs,
v.
ORACLE CORPORATION,
Defendant.

COMPLAINT

Complaint — Page 4

The United States of America, acting under the direction of the Attorney General of the United States, and the State of Texas, the State of Hawaii, the State of Maryland, the Commonwealth of Massachusetts, the State of Minnesota, the State of New York, and the State of North Dakota, acting under the direction of their respective Attorneys General (“Plaintiff States”), bring this civil action to enjoin permanently the proposed acquisition by Oracle Corporation (“Oracle”) of PeopleSoft, Inc., (“PeopleSoft”), pursuant to Oracle’s proposed acquisition of PeopleSoft. The United States and the Plaintiff States allege as follows:

1.  Unless it is enjoined, Oracle’s proposed acquisition of PeopleSoft will substantially increase already high concentration among vendors that sell high function Human Resource Management (HRM) software and high function Financial Management Services (FMS) software purchased by organizations for use in the United States and abroad. More specifically, the proposed transaction will eliminate aggressive head-to-head competition between Oracle and PeopleSoft, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18. Such a reduction in competition is likely to result in higher prices, less innovation and decreased support for these high function integrated software applications.

I.  JURISDICTION AND VENUE

2.  This complaint is filed and this action is instituted under Section 15 of the Clayton Act, as amended, 15 U.S.C. § 25, to prevent and restrain the defendant from violating Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18.

3.  The Plaintiff States bring this action under Section 16 of the Clayton Act, 15 U.S.C. § 26, to prevent and restrain the violation by defendants of Section 7 of the Clayton Act, as amended 15 U.S.C. § 18. The Plaintiff States bring this suit pursuant to their statutory, equitable and/or common law powers as common law parens patriae on behalf of their respective states’ business and property, citizens, general welfare and economies. Many of the states also represent governmental entities in their proprietary capacities, which may include state

Complaint — Page 5

departments, bureaus, agencies and political subdivisions that have purchased or are likely future purchasers of high-function HRM and FMS software. This proposed acquisition threatens loss or damage to the business or property, as well as the general welfare and economies, of each of the Plaintiff States, and to the citizens of each of the Plaintiff States. Plaintiff States’ governmental entities and their citizens will be subject to a continuing and substantial threat of irreparable injury to their business or property, and to the general welfare and economy, and to competition, in their States unless the defendant is enjoined from carrying out this proposed acquisition.

4.  The defendant is engaged in interstate commerce and in activities substantially affecting interstate commerce. The defendant sells its products throughout the United States. Oracle’s sales in the United States, and in each of the Plaintiff States, represent a regular, continuous and substantial flow of interstate commerce, and have had a substantial effect upon interstate commerce as well as commerce with and in each of the Plaintiff States. This Court has subject matter jurisdiction over this action, and jurisdiction over the defendant, pursuant to Sections 12, 15 and 16 of the Clayton Act, 15 U.S.C. §§ 22, 25 and 26, and 28 U.S.C. §§ 1331, 1337(a) and 1345.

5.  The defendant transacts business and is found within the Northern District of California. Venue is proper in this District under 15 U.S.C. § 22 and 28 U.S.C. § 1391(c).

6.  Intradistrict Assignment: Oracle Corporation’s worldwide headquarters is located in San Mateo County, California. Pursuant to Civil Local Rule 3-2, all civil actions arising in San Mateo County shall be assigned to the San Francisco Division or the Oakland Division of the United States District Court for the Northern District of California.

II.  PARTIES TO THE PROPOSED MERGER

7.  Oracle is a Delaware corporation with its principal executive office in Redwood City, California. Oracle provides organizations with database technology, enterprise software applications and related consulting services, in the United States and abroad. In 2003, Oracle earned over $9 billion in revenues, including over $2 billion of revenues related to enterprise software applications.

Complaint — Page 6

8.  PeopleSoft is a Delaware Corporation with its principal executive office in Pleasanton, California. PeopleSoft provides organizations with enterprise software applications and offers related consulting services in the United States and abroad. PeopleSoft earned over $2 billion in revenues in 2003, comprised entirely of enterprise software applications-related revenues.

III.  BACKGROUND

9.  In today’s global economy, the ability to reduce the costs inherent in running an organization is vital to an organization’s success. Most organizations (including corporations, federal, state, and local government agencies, and non-profit organizations) automate their financial management and human resource functions in order to provide better products and services to their customers or constituencies and to enhance shareholder and taxpayer value through more efficient operations. The software used to accomplish these tasks varies greatly depending on the needs of the customer. For example, while a small business’ needs may be met by simple retail PC-based software (often referred to as an “off the shelf” solution), a large corporation may require a multi-million dollar software solution that is configured to the organization’s needs and can perform these important functions seamlessly and simultaneously across multiple divisions or subsidiaries, multiple lines of business, and multiple legal jurisdictions. Customers with requirements for a product that can support such a multifaceted organization typically invest significant resources into identifying, purchasing and implementing software solutions that can be configured to meet the requirements of the individual organization. As described in more detail below, customers with the most demanding requirements typically find that the set of vendors that can meet their requirements is limited to Oracle, PeopleSoft and one other firm, Germany’s SAP AG.

Complaint — Page 7

10.  There is a variety of enterprise software products that organizations use to automate different types of business functions. Among others, enterprise software can be used to (1) manage employees through HRM software and (2) maintain financial records through FMS software.

11.  Some organizations, while requiring enterprise software with deeper functionality than that provided by “off the shelf” PC-based software, still have relatively straightforward, simple business processes and data processing and reporting requirements. Enterprise software vendors often refer to these organizations as the “mid-market” or “general business market.”

12.  While enterprise software products that serve the “mid-market” or “general business market” often must be professionally installed and maintained, they are relatively inexpensive. These products have limited capacity to support customers with diverse operations such as multiple geographic locations, distinct legal entities or business units within the organization, or numerous lines of business. As these products have a limited set of configuration options, the implementation costs associated with this software are comparatively modest.

13.  While “off the shelf” and “mid-market” solutions are used for the simpler application needs of most organizations, many customers, due to their internal structure and unique administrative processes, must also invest in higher function products. These higher function products have the capability to support the unique requirements of each customer across diverse and multi-faceted organizations.

14.  Customers with high-level functional needs (“enterprise customers”) require products (“high-function enterprise software”) that can support their ongoing business processes and reporting requirements that may stretch across multiple jurisdictions (often requiring support for foreign languages and reporting requirements), multiple legal entities or divisions within the organization and multiple lines of business. These products must have the scale and flexibility to support thousands of simultaneous users and many tens of thousands of simultaneous transactions, and the ability to integrate seamlessly into bundles or “suites” of associated HRM and FMS functions. Most importantly, these products must have the flexibility through configuration options or other means to be matched to the administrative and reporting processes of each unique customer.

Complaint — Page 8

15.  Vendor characteristics are also important to enterprise customers when identifying their supplier options. Enterprise customers demand a product that has a wide range of functional options available so that they have the option of purchasing additional functional modules to expand the automation of their business or governmental processes. Enterprise customers also expect periodic updates, for example, keeping the software current regarding local tax and employment laws in every state and country in which they operate. In addition, enterprise customers purchase ongoing maintenance and support. In return, enterprise customers expect 24-hour technical support to be available to them in every country in which they operate. Consequently, enterprise customers will not consider a vendor that lacks the resources necessary to provide continuous technical support and to continuously enhance and expand the functional footprint of its products throughout their long lifecycles.

16.  As integrated suites of HRM and FMS functions have been developed, organizations have recognized the benefits of acquiring these solutions through products that permit the integration of associated functions from a single vendor.

17.  Understandably, enterprise customers are generally unwilling to consider high function enterprise software unless it has been successfully implemented by other similarly-situated customers (i.e., organizations of the same industry or governmental type with similarly complex functional needs). An organization’s ability to manage its human resource and financial management information is fundamental to its ability to operate. In addition, these complex and comprehensive solutions are typically more expensive to license and maintain and more difficult to implement than other software products. Consequently, the availability of satisfied referral customers is a prerequisite for many organizations to consider a vendor’s software product.

Complaint — Page 9

18.  Organizations purchasing high-function enterprise software typically go through an extensive procurement process by which they determine whether they need high-function enterprise software to meet their needs and identify their preferred vendors. The procurement process for enterprise customers can last from six to eighteen months and involves extensive communications with the software vendors and often third-party consultants hired by the customer.

19.  Enterprise customers normally initiate the procurement process by performing a detailed assessment of their functional requirements, which are generally shared with potential suppliers. Based on the vendor responses and follow-up discussions, enterprise customers, often with the assistance of consulting firms, identify those vendors that can potentially meet the enterprise customer’s needs and vendors with the capability to supply support, maintenance and upgrades over the life of the product.

20.  To ensure that they obtain the product that most closely fits their needs, enterprise customers provide the vendors with detailed descriptions of their functional requirements. Enterprise customers meet frequently with vendors under consideration and share detailed information regarding their requirements, the internal processes to be supported, the customer’s hardware and database platforms and other information relevant to the customer’s needs. As the procurement process proceeds, enterprise customers typically ask the vendors still under consideration to demonstrate their software. The vendors must establish that their software can be tailored to support the customer’s specific business processes, primarily through configuration options built into the software code. Vendors typically know which other firms they are competing against, based on information developed during the lengthy procurement process. Often customers identify competing vendors and the prices that they are offering in an effort to encourage price competition.

21.  Vendors compete against one another to offer a solution with the lowest total cost of ownership. The total cost of ownership includes, among other things, the license fee, maintenance fee, and cost of implementing the software. The identity of the competitors in each sale and their relative ability to meet the prospective customer’s functional needs are key factors in the vendor’s pricing decision.

Complaint — Page 10

22.  While using different proxies to describe customers that require high-function enterprise software (such as volume of revenue and number of users), industry analysts recognize the existence of this group and that the vendors who have the products and other characteristics to satisfy this group are Oracle, PeopleSoft and SAP. For example, in 2002, when Charles Phillips, currently the Co-President of Oracle, worked as an industry analyst for Morgan Stanley, he issued a report that stated:

[T]he back-office applications market for global companies is dominated by an oligopoly comprised of SAP, PeopleSoft, and Oracle. The market is down to three viable suppliers who will help re-automate the back office business processes for global enterprises for years to come . . . . PeopleSoft has made it into an elite club of critical enterprise software suppliers–those with thousands of customers relying on the company for mission critical functions.

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IV.  TRADE AND COMMERCE: RELEVANT PRODUCT AND GEOGRAPHIC MARKETS

23.  The products affected by the proposed merger are:

(a)  Human Resource Management (HRM) software and accompanying services that can be integrated into suites of associated functions from a single vendor with performance characteristics that meet the demands of multifaceted organizations with high-level functional needs (“high-function HRM software”); and

Complaint — Page 11

(b)  Financial Management Services (FMS) software and accompanying services that can be integrated into suites of associated functions from a single vendor with performance characteristics that meet the demands of multifaceted organizations with high-level functional needs (“high function FMS software”).

24.  High function HRM and high function FMS software are lines of commerce and distinct markets under Section 7 of the Clayton Act.

25.  Each enterprise customer that needs high function HRM software solutions and high function FMS software solutions to satisfy its functional requirements has a unique end use for these products. The purchase of the relevant products is conducted through a procurement process that demonstrates that the software can be configured to meet the unique end use of the individual customer. The price of the software is set based on the circumstances presented by each transaction, and vendors can price discriminate against individual customers. Other means to support human resources and financial management functions are not sufficiently substitutable for enterprise customers to discipline a small but significant increase in the price for high function HRM and FMS software.

26.  Oracle, PeopleSoft and SAP sell HRM and FMS software throughout the United States and the world. The United States is a relevant geographic market within the meaning of Section 7 of the Clayton Act.

V.  MARKET STRUCTURE AND COMPETITIVE EFFECTS

27.  The markets for high function HRM and FMS software are highly concentrated and the proposed purchase of PeopleSoft by Oracle would substantially increase concentration. The proposed purchase of PeopleSoft would reduce from three to two the number of firms that compete in the development and sale of these products.

28.  The customers harmed by this transaction are enterprise customers, i.e. organizations with functional requirements met only by high-function HRM and FMS software, that purchase these products through a procurement process like that described above. Many customers that will be harmed by this merger are identifiable by their reliance on the “Big 5” consulting firms in selecting and often implementing the software they purchase.

Complaint — Page 12

29.  The possibility of losing the bid forces Oracle to offer customers a product that meets the customers’ functional requirements as closely as possible and at the lowest possible total cost of ownership, subject to Oracle’s cost of providing the product. Oracle and PeopleSoft constrain one another’s pricing and routinely compete to win customers by offering deep license and maintenance discounts, striving to satisfy customers’ unique requirements better than the other, reducing customers’ implementation costs, and making other business concessions. In addition, both competitors track the products offered by the other and dedicate significant resources to adding product enhancements to match and hopefully surpass each other’s products.

30.  If this merger is permitted and PeopleSoft is eliminated as a competitor, Oracle’s incentive to offer deep license and maintenance discounts, to strive to best meet customers’ functional requirements, to reduce customers’ total cost of ownership, and to make other business concessions will be reduced. In the absence of continued competition from PeopleSoft, Oracle’s incentives to continue to innovate and upgrade its products in order to win additional customers, and to maintain its current customers, will be substantially reduced.

31.  The elimination of one of only three vendors of high-function enterprise software will likely result in higher prices. In addition, Oracle and PeopleSoft are the two best alternatives for a significant number of customers that do not view SAP to be a viable substitute.

32.  Current customers of Oracle and PeopleSoft will also be harmed by the proposed acquisition. Competition between Oracle and PeopleSoft has led to a high level of innovation and upgrades to each company’s products. Oracle will no longer have the incentive to innovate in order to differentiate itself from PeopleSoft. Further, these customers benefit from competition between Oracle and PeopleSoft when purchasing additional products and services. Consequently, enterprise customers within the current installed customer bases of Oracle and PeopleSoft will likely suffer harm if the merger is permitted. The Plaintiff States’ governmental entities, general welfare, economies and citizens will be injured by reason of the resulting substantial lessening of competition.

Complaint — Page 13

VI.  LACK OF COUNTERVAILING FACTORS

33.  Entry or expansion will not be timely, likely, or sufficient to undo the competitive harm that will likely result from the proposed merger.

34.  There are high barriers to entry or expansion into the markets for high function HRM software and high function FMS software. The barriers include the high cost to research and develop competing products, the time needed to develop these products and the need for a direct sales and marketing force.

35.  In addition, new entrants lacking high quality reference customers for their products would find it difficult to persuade customers to incur the investment and risk associated with acquiring an untested product to support the customers’ most fundamental business processes and data.

36.  Although Oracle asserts that the merger would produce substantial efficiencies, it cannot demonstrate merger-specific and cognizable efficiencies that would be sufficient to offset the merger’s anticompetitive effects.

VII.  VIOLATION ALLEGED

37.  The United States and the Plaintiff States hereby incorporate paragraphs 1 through 36.

38.  Pursuant to its public tender offer, Oracle plans to purchase PeopleSoft.

39.  The effect of the proposed acquisition of PeopleSoft by Oracle would be to lessen competition substantially in interstate trade and commerce in violation of Section 7 of the Clayton Act, 15 U.S.C. §18.

40.  The transaction would likely have the following effects, among others:

(a)  competition in the development, provision, sale and support of high function HRM software and high function FMS software in the relevant product and geographic markets would be eliminated or substantially lessened;

Complaint — Page 14

(b)  actual and future competition between Oracle and PeopleSoft, and between these companies and others, in the development, provision, sale and support of high function HRM software and high function FMS software would be eliminated or substantially lessened;

(c)  prices for high function HRM software and high function FMS software would likely increase to levels above those that would prevail absent the merger;

(d)  innovation and quality of high function HRM software and high function FMS software would likely decrease to levels below those that would prevail absent the merger, and;

(e)  quality of support for high function HRM software and high function FMS software would likely decrease to levels below those that would prevail absent the merger.

Complaint — Page 15

VIII.  PRAYER FOR RELIEF

The United States and the Plaintiff States request that:

1.  The proposed acquisition be adjudged to violate Section 7 of the Clayton Act, 15 U.S.C. §18;

2.  Oracle be permanently enjoined and restrained from carrying out the proposed acquisition, or from entering into or carrying out any agreement, understanding, or plan by which Oracle would merge with or acquire PeopleSoft, its capital stock or any of its assets or control the PeopleSoft Board of Directors;

3.  The United States and the Plaintiff States be awarded costs of this action; and

4.  The United States and the Plaintiff States have such other relief as the Court may deem just and proper.

DATED: February 26, 2004 FOR PLAINTIFF UNITED STATES: /s/                                          R. Hewitt Pate Assistant Attorney General /s/                                          J. Bruce McDonald Deputy Assistant Attorney General /s/                                          J. Robert Kramer II Director of Operations /s/                                          Renata B. Hesse, Chief (Calif. Bar No. 148425) N. Scott Sacks, Assistant Chief Networks & Technology Enforcement Section Respectfully submitted, /s/                                          Claude F. Scott, Jr. Trial Attorney U.S. Department of Justice Antitrust Division Networks & Technology Enforcement Section 600 E Street, NW Suite 9500 Washington, DC 20530 (202) 307-6200 /s/                                          Phillip H. Warren (Calif. Bar No. 89744)

Complaint — Page 16

/s/                                         

Pamela Cole

(Calif. Bar No. 208286)

/s/                                         

Phillip R. Malone

(Calif. Bar No. 163969)

Trial Attorneys U.S. Department of Justice

Antitrust Division San Francisco Field Office

450 Golden Gate Avenue

Room 10-0101, Box 36046

San Francisco, CA 94102

/s/                                         

GREGG ABBOTT

Attorney General of Texas

BARRY R. McBEE

First Assistant Attorney General

Complaint — Page 17

EDWARD D. BURBACH

Deputy Attorney General for Litigation

MARK TOBEY

Assistant Attorney General

Chief, Antitrust and Civil Medicaid Fraud Division

KIM VAN WINKLE

Assistant Attorney General

Office of the Attorney General

P.O. Box 12548

Austin, Texas 78711-2548

512/463-2185

512/320-0975 (Facsimile)

/s/                                         

Mark J. Bennett

Attorney General

State of Hawaii

J. JOSEPH CURRAN, JR.

Attorney General

DONNA HILL STATION

Deputy Attorney General

Complaint — Page 18

/s/                                         

By: Ellen S. Cooper

Assistant Attorney General

Chief, Antitrust Division

(410) 576-6470

(410) 576-7830 (telecopy)

ecooper@oag.state.md.us

/s/                                         

By: Alan M. Barr

Assistant Attorney General

Deputy Chief, Antitrust Division

(410) 576-6470

(410) 576-7830 (telecopy)

abarr@oag.state.md.us

/s/                                         

By: John R. Tennis

Assistant Attorney General

Antitrust Division

(410) 576-6470

(410) 576-7830 (telecopy)

jtennis@oag.state.md.us

/s/                                         

By: Gary Honick

Assistant Attorney General

Antitrust Division

200 St. Paul Place, 19^th Floor

Baltimore, Maryland 21202

(410) 576-6470

(410) 576-7830 (telecopy)

ghonick@oag.state.md.us

FOR THE PLAINTIFF, THE COMMONWEALTH OF MASSACHUSETTS

Complaint — Page 19

THOMAS F. REILLY ATTORNEY GENERAL /s/                                          Timothy E. Moran, BBO# 638082 Assistant Attorney General Consumer Protection and Antitrust Division One Ashburton Place Boston, MA 02108 617-727-2200, ext. 2516 Respectfully submitted, MIKE HATCH Attorney General State of Minnesota /s/                                          KRISTEN M. OLSEN Assistant Attorney General Atty. Reg. No. 30489X 445 Minnesota Street, Suite 1200 St. Paul, Minnesota 55101-2130 (651) 296-2921 (Voice) (651) 296-1410 (TTY) ATTORNEYS FOR PLAINTIFF STATE OF MINNESOTA

Complaint — Page 20

FOR THE PLAINTIFF STATE OF NEW YORK:

Eliot Spitzer

Attorney General

By:

/s/                                         

Jay L. Himes

Chief, Antitrust Bureau

Office of the Attorney General of New York

120 Broadway, 26^th Floor

New York, NY 10271

(212) 416-8282

STATE OF NORTH DAKOTA

WAYNE STENEHJEM

Attorney General

/s/                                         

Todd A. Sattler

Assistant Attorney General

Consumer Protection and Antitrust Division

600 E. Boulevard Ave., Dept. 125

Bismark, ND 58505-0040

tel: (701) 328-2811

fax: (701) 328-3535

Complaint — Page 21

CERTIFICATE OF SERVICE

I hereby certify that on February 26, 2004, I caused a true and correct copy of the foregoing COMPLAINT to be served by courier to the following persons:

Daniel Cooperman, Senior VP/General Counsel/Secretary

Oracle Corporation

200 Oracle Parkway

Redwood Shores, California 94065

and by fax and overnight courier to:

James F. Rill, Esq.

John M. Taladay, Esq.

Jennifer Vassta, Esq.

Howrey Simon Arnold & White

1299 Pennsylvania Avenue, N.W.

Washington, DC 20004-2402

W. Stephen Smith, Esq.

Jonathan T. Linde, Esq.

Morrison & Foerster, LP

2000 Pennsylvania Avenue, N.W.

Washington, DC 20006-1888

Complaint — Page 22