SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 74

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**
$8,805,154,344	$857,534

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 366,881,431 (the number of shares of common stock of the subject company outstanding as of August 3, 2004 (according to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the subject company on August 9, 2004) by $24.00 (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. 74 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 $21.00 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.

The price per Share to be paid pursuant to the Offer has been increased from $21.00 per Share to $24.00 per Share, net to the seller in cash, without interest. All references in the Offer to Purchase, the Letter of Transmittal, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and the Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, to the offer price of $21.00 per Share are hereby amended and restated to refer to $24.00 per Share.

The Offer to Purchase is further amended as follows:

The response to the question “Do you have the financial resources to pay for the shares?” in the Summary Term Sheet is hereby deleted in its entirety and replaced with the following:

“We will pay $24.00 per share, net to seller in cash, without interest, or $8.8 billion based on the outstanding shares of PeopleSoft, Inc. as of August 3, 2004. We will need up to approximately $9.2 billion to purchase all shares we estimate will be outstanding prior to the Expiration Date of the offer and to pay estimated fees and expenses related to the offer. As of August 31, 2004, Oracle Corporation had cash and cash equivalents and short-term investments in the amount of $9.4 billion. In addition, Oracle Corporation has entered into a credit agreement with ABN Amro Bank N.V., Credit Suisse First Boston and certain other syndicated lenders which provides a senior revolving credit facility to Oracle Corporation in the aggregate amount of $1.5 billion. Oracle Corporation could also raise funds through borrowings from other lenders or the issuance of securities. Oracle Corporation expects to contribute or otherwise advance funds to enable us to consummate the offer. Oracle Corporation expects, based upon the combination of internally available cash as of August 31, 2004, cash generated since that date, borrowings under the senior revolving credit facility or any other credit facility, or the issuance of securities, to have sufficient cash on hand at the expiration of the offer to pay the offer price for all shares in the offer. The offer is not conditioned upon any financing arrangements. See “The Offer-Section 10”.”

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

“On June 12, 2003, PeopleSoft, Inc. issued a press release, and filed a solicitation/recommendation statement with the SEC on Schedule 14D-9, announcing that its Board of Directors had voted to recommend that PeopleSoft, Inc.’s stockholders reject the offer at the original offer price of $16.00. On June 20, 2003, PeopleSoft, Inc. issued a press release, and filed an amendment with the SEC to its Schedule 14D-9, announcing that its Board of Directors had voted to recommend that PeopleSoft, Inc.’s stockholders reject the offer at the increased $19.50 per share offer price. On February 9, 2004, PeopleSoft, Inc. issued a press release and filed an amendment with the SEC to its Schedule 14D-9, announcing that its Board of Directors had voted to recommend that PeopleSoft Inc.’s stockholders reject the offer at the increased $26.00 per

share offer price. On May 26, 2004, PeopleSoft, Inc. issued a press release, and filed an amendment with the SEC to its Schedule 14D-9, announcing that its Board of Directors had voted to recommend that PeopleSoft, Inc.’s stockholders reject the offer at the revised $21.00 per share offer price. On November 1, 2004, PeopleSoft, Inc. issued a press release announcing that its Board of Directors would meet to review the increased $24.00 per share offer price and advising its stockholders to take no action at that time. Oracle Corporation has indicated in public statements and in communications to the Board of Directors of PeopleSoft, Inc. that Oracle Corporation continues to desire to meet with the Board of Directors of PeopleSoft, Inc. to discuss the offer, Other than the public statements of PeopleSoft, Inc. and communications incident to the actions described below under “The Offer-Section 15-Legal Proceedings”, Oracle Corporation has received no response to these communications. See “The Offer-Section 11”.”

The first paragraph of Section 10 (“Source and Amount of Funds”) of the Amended and Restated Offer to Purchase is hereby deleted in its entirety and replaced with the following:

“10.    Source and Amount of Funds.    We will pay $24.00 per Share, net to seller in cash, without interest, or $8.8 billion based on the outstanding shares of PeopleSoft, Inc. as of August 3, 2004. We will need up to approximately $9.2 billion to purchase all shares we estimate will be outstanding prior to the Expiration Date of the Offer and to pay estimated fees and expenses related to the Offer. Parent expects to contribute or otherwise advance funds to enable the Purchaser to consummate the Offer. As of August 31, 2004, Parent had cash and cash equivalents and short-term investments in the amount of $9.4 billion. In addition, Parent has entered into a 364-Day Revolving Credit Agreement (the “Credit Agreement”) with ABN Amro Bank, N.V. as Syndication Agent and a Lender, Credit Suisse First Boston (an affiliate of Credit Suisse First Boston LLC) as Sole Lead Arranger, Sole Bookrunner, Administrative Agent and a Lender and certain other syndicated lenders named in the Credit Agreement. The Credit Agreement provides a 364-day senior revolving credit facility (the “Acquisition Facility”) to Parent (or to the Purchaser, and guaranteed by Parent) in the aggregate amount of up to $1.5 billion. Parent could also raise funds through borrowings from other lenders or the issuance of securities. Parent expects, based upon the combination of internally available cash as of August 31, 2004, cash generated since that date, borrowings under the Acquisition Facility or any other credit facility, or the issuance of securities, to have sufficient cash on hand at the expiration of the Offer to pay the offer price for all Shares in the Offer.”

Section 14 (“Conditions of the Offer”) is hereby amended by replacing the existing text in its entirety with the following:

“Notwithstanding any other provision of the Offer, we are not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser’s obligation to pay for or return tendered Shares promptly after termination or expiration of the Offer), pay for any Shares, and may terminate or amend the Offer, if before the Expiration Date the Minimum Tender Condition, the Rights Condition or the Section 203 Condition shall not have been satisfied, or if, at any time on or after November 1, 2004, and before the expiration of the Offer, any of the following conditions exist:

(i) any provision of any applicable law or regulation or any judgment, injunction, order or decree shall prohibit the consummation of the Offer, the acceptance for payment of or payment for some or all of the Shares by us or our consummation of any merger or other similar business combination involving the Company; or

(ii) the Company or any of its subsidiaries has taken or agreed to take any of the following deliberate actions (each, an “Extraordinary Action”) or we become aware that the Company or any of its subsidiaries has taken or agreed to take any Extraordinary Action which was not publicly announced prior to November 1, 2004: (a) issued, sold or authorized any additional Shares or other voting securities or any securities convertible into, or rights to acquire, conditional or otherwise, any of the foregoing (other than the issuance of employee stock options in the ordinary course of business and the exercise of employee stock options), (b) permitted the issuance or sale of any shares of any class of capital stock or other securities of any subsidiary of the Company, (c) declared, paid or proposed any dividend or other distribution on any shares

of capital stock of the Company (other than a distribution of the Rights Certificates or a redemption of the Rights in accordance with the Rights Agreement as publicly disclosed to be in effect prior to November 1, 2004), (d) altered or proposed to alter any material term of any outstanding security (other than to amend the Rights Agreement to make the Rights inapplicable to the Offer and the proposed second-step merger with the Purchaser described herein), (e) except as may be required by law, taken any action to adopt or amend any employment, severance or similar benefit plan (including any employee benefit plan as defined in Section 3(2) of the Employee Retirement Income Securities Act of 1974 of the Company or any of its subsidiaries) with its employees other than to the extent publicly disclosed prior to November 1, 2004, or adopted or amended any such plans to provide for increased benefits to employees as a result of or in connection with the Offer, the acquisition of Shares by us or our consummation of any merger or other similar business combination involving the Company, (f) amended, or authorized or proposed any amendment to, its certificate of incorporation or bylaws (or equivalent documents) which has not been disclosed prior to November 1, 2004 (in each case, other than to amend the Rights or the Rights Agreement to make the Rights inapplicable to the Offer and the proposed second step merger with the Purchaser described herein), or (g) entered into, or announced or proposed, any agreement with respect to a merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets or relinquishment of any material contract, intellectual property or other right of the Company or any of its subsidiaries; or

(iii) we or any of our affiliates enters into a definitive agreement or announces an agreement in principle with the Company providing for a merger or other similar business combination with the Company or any of its subsidiaries or the purchase of securities or assets of the Company or any of its subsidiaries, or we and the Company reach any other agreement or understanding pursuant to which it is agreed that the Offer will be terminated;

which, in Parent’s or the Purchaser’s reasonable judgment, in any such case, and regardless of the circumstances (including any action or omission by Parent or the Purchaser) giving rise to any such condition, makes it inadvisable to proceed with such acceptance for payment or payment.

The foregoing conditions are for the sole benefit of Parent, the Purchaser and their affiliates and may be asserted by us or Parent in our reasonable discretion regardless of the circumstances (including any action or omission by Parent or us) giving rise to any such conditions or may be waived by us in our reasonable discretion in whole or in part at any time or from time to time before the Expiration Date (provided that all conditions to the Offer must be satisfied or waived prior to expiration of the Offer). We expressly reserve the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer. Our failure at any time to exercise our rights under any of the foregoing conditions shall not be deemed a waiver of any such right. The waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances. Each such right shall be deemed an ongoing right which may be asserted at any time or from time to time. Any determination made by us concerning the events described in this Section 14 shall be final and binding upon all parties.”

Item 10.    Financial Statements.

Not applicable.

Item 11.    Additional Information.

On November 1, 2004, Parent issued a press release and sent a letter to the Board of Directors of PeopleSoft, Inc. announcing that Parent and Purchaser were amending the Offer to increase the offered price per Share to $24.00, to eliminate most of the conditions to the Offer and to extend the Offer to November 19, 2004. Parent announced that this increase represented its best and final offer. Parent again invited the Board of Directors of PeopleSoft, Inc. to meet with Parent and Purchaser to negotiate a merger agreement, although the $24.00 price is final and non-negotiable. Parent also announced that if a majority of the outstanding shares of PeopleSoft, Inc. have been tendered and not withdrawn into the Offer by the Expiration Date and the Board of

Directors of PeopleSoft, Inc. has failed to remove the poison pill and Delaware Section 203 obstacles to the Offer, Parent will seek relief from the Delaware Chancery Court. If less than a majority of the outstanding shares of PeopleSoft, Inc. have been tendered by the Expiration Date, Parent and Purchaser will withdraw the Offer. The press release is attached hereto as Exhibit (a)(5)(clxviii) and the letter to the Board of Directors of PeopleSoft, Inc. is attached hereto as Exhibit (a)(5)(clxix).

On November 1, 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, on Friday, November 19, 2004. As of November 1, 2004, approximately 20,191,181 shares of PeopleSoft common stock have 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)(clxx).

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.*
(a)(5)(cxvi)	Transcript of presentation to Quest User Group, held March 1, 2004.*
(a)(5)(cxvii)	Text of letter to J.D. Edwards customers, dated March 1, 2004.*
(a)(5)(cxviii)	Answer by Parent filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxix)	Text of email message to Parent employees dated March 5, 2004.*
(a)(5)(cxx)	Email statement to press issued by Parent, dated March 12, 2004.*
(a)(5)(cxxi)	Text of press release by Parent, dated April 15, 2004.*
(a)(5)(cxxii)	Transcript of portion of comments to JP Morgan Technology & Telecom Conference pertaining to the tender offer, held May 4, 2004.*
(a)(5)(cxxiii)	Text of press release issued by Parent on May 14, 2004.*
(a)(5)(cxxiv)	Transcript of portion of presentation to Merrill Lynch European Roadshow Conference pertaining to the tender offer, held April 27, 2004.*
(a)(5)(cxxv)	Text of information on Parent’s website, revised June 7, 2004.*
(a)(5)(cxxvi)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxvii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxviii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxix)	Answer filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxxx)	Trial Memorandum filed in the United States District Court for the Northern District of California, San Francisco Division on June 1, 2004.*
(a)(5)(cxxxi)	List of witnesses intended to be called at trial, delivered March 22, 2004.*
(a)(5)(cxxxii)	Slides displayed during Parent’s opening statement at trial, June 7, 2004.*
(a)(5)(cxxxiii)	Text of press release by Parent, dated July 12, 2004.*
(a)(5)(cxxxiv)	Conclusions of Law filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxv)	Finding of Fact (Redacted) filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxvi)	Corrected Post-Trial Brief filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 12, 2004.*
(a)(5)(cxxxvii)	Transcript of portion of Parent’s Financial Analyst Day presentation pertaining to tender offer, held July 14, 2004.*
(a)(5)(cxxxviii)	Slide presentation from Parent’s Financial Analyst Day, held July 14, 2004.*

(a)(5)(cxxxix)	Slides displayed during Parent’s closing statement at trial, July 20, 2004.*
(a)(5)(cxxxx)	Transcript of portion of Goldman Sachs Investor Dinner pertaining to tender offer, held July 26, 2004.*
(a)(5)(cxxxxi)	Transcript of portion of CIBC World Markets Annual Enterprise Software Conference presentation pertaining to tender offer, held August 12, 2004.*
(a)(5)(cxxxxii)	Text of press release issued by Parent on August 26, 2004.*
(a)(5)(cxliii)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxliv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlvi)	Findings of Fact, Conclusions of Law and Order entered by the United States District Court for the Northern District of California, San Francisco Division on September 9, 2004.*
(a)(5)(cxlvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(cxlviii)	Text of letter to PeopleSoft Board of Directors, delivered September 9, 2004.*
(a)(5)(cxlix)	Partner Benefits Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cl)	Oracle Acquisition Success Story posted on Parent’s website September 9, 2004.*
(a)(5)(cli)	Letter to PeopleSoft Customers posted on Parent’s website September 9, 2004.*
(a)(5)(clii)	Oracle Support Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cliii)	PeopleSoft Customer Commitment posted on Parent’s website September 9, 2004.*
(a)(5)(cliv)	PeopleSoft Frequently Asked Questions posted on Parent’s website September 9, 2004.*
(a)(5)(clv)	Case Study posted on Parent’s website September 9, 2004.*
(a)(5)(clvi)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clviii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clix)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clx)	Text of email to customers, sent September 10, 2004.*
(a)(5)(clxi)	Text of email to partners, sent September 10, 2004.*
(a)(5)(clxii)	Text of press release issued by Parent, dated September 21, 2004.*
(a)(5)(clxiii)	Transcript of portion of Banc of America 34th Annual Investment Conference presentation pertaining to tender offer, held September 21, 2004.*
(a)(5)(clxiv)	Text of press release issued by Parent, dated September 23, 2004.*
(a)(5)(clxv)	Text of press release issued by Parent, dated October 1, 2004.*
(a)(5)(clxvi)	Text of press release issued by Parent, dated October 7, 2004.*
(a)(5)(clxvii)	Text of press release issued by Parent, dated October 21, 2004.*
(a)(5)(clxviii)	Text of press release issued by Parent, dated November 1, 2004.
(a)(5)(clxix)	Letter to PeopleSoft Board of Directors, dated October 31, 2004.
(a)(5)(clxx)	Text of press release issued by Parent, dated November 1, 2004.
(a)(5)(clxxi)	Transcript of conference call held by Parent on November 1, 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:  November 2, 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.*

Index No.
(a)(5)(cxv)	Complaint filed in the United States District Court for the Northern District of California, San Francisco Division on February 26, 2004.*
(a)(5)(cxvi)	Transcript of presentation to Quest User Group, held March 1, 2004.*
(a)(5)(cxvii)	Text of letter to J.D. Edwards customers, dated March 1, 2004.*
(a)(5)(cxvii)	Text of letter to J.D. Edwards customers, dated March 1, 2004.*
(a)(5)(cxviii)	Answer by Parent filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxix)	Text of email message to Parent employees dated March 5, 2004.*
(a)(5)(cxx)	Email statement to press issued by Parent, dated March 12, 2004.*
(a)(5)(cxxi)	Text of press release by Parent, dated April 15, 2004.*
(a)(5)(cxxii)	Transcript of portion of comments to JP Morgan Technology & Telecom Conference pertaining to the tender offer, held May 4, 2004.*
(a)(5)(cxxiii)	Text of press release issued by Parent on May 14, 2004.*
(a)(5)(cxxiv)	Transcript of portion of presentation to Merrill Lynch European Roadshow Conference pertaining to the tender offer, held April 27, 2004.*
(a)(5)(cxxv)	Text of information on Parent’s website, revised June 7, 2004.*
(a)(5)(cxxvi)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxvii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxviii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxix)	Answer filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxxx)	Trial Memorandum filed in the United States District Court for the Northern District of California, San Francisco Division on June 1, 2004.*
(a)(5)(cxxxi)	List of witnesses intended to be called at trial, delivered March 22, 2004.*
(a)(5)(cxxxii)	Slides displayed during Parent’s opening statement at trial, June 7, 2004.*
(a)(5)(cxxxiii)	Text of press release by Parent, dated July 12, 2004.*
(a)(5)(cxxxiv)	Conclusions of Law filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxv)	Finding of Fact (Redacted) filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxvi)	Corrected Post-Trial Brief filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 12, 2004.*
(a)(5)(cxxxvii)	Transcript of portion of Parent’s Financial Analyst Day presentation pertaining to tender offer, held July 14, 2004.*
(a)(5)(cxxxviii)	Slide presentation from Parent’s Financial Analyst Day, held July 14, 2004.*
(a)(5)(cxxxix)	Slides displayed during Parent’s closing statement at trial, July 20, 2004.*
(a)(5)(cxxxx)	Transcript of portion of Goldman Sachs Investor Dinner pertaining to tender offer, held July 26, 2004.*
(a)(5)(cxxxxi)	Transcript of portion of CIBC World Markets Annual Enterprise Software Conference presentation pertaining to tender offer, held August 12, 2004.*
(a)(5)(cxxxxii)	Text of press release issued by Parent on August 26, 2004.*
(a)(5)(cxliii)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxliv)	Text of press release issued by Parent on September 9, 2004.*

Index No.
(a)(5)(cxlv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlvi)	Findings of Fact, Conclusions of Law and Order entered by the United States District Court for the Northern District of California, San Francisco Division on September 9, 2004.*
(a)(5)(cxlvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(cxlviii)	Text of letter to PeopleSoft Board of Directors, delivered September 9, 2004.*
(a)(5)(cxlix)	Partner Benefits Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cl)	Oracle Acquisition Success Story posted on Parent’s website September 9, 2004.*
(a)(5)(cli)	Letter to PeopleSoft Customers posted on Parent’s website September 9, 2004.*
(a)(5)(clii)	Oracle Support Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cliii)	PeopleSoft Customer Commitment posted on Parent’s website September 9, 2004.*
(a)(5)(cliv)	PeopleSoft Frequently Asked Questions posted on Parent’s website September 9, 2004.*
(a)(5)(clv)	Case Study posted on Parent’s website September 9, 2004.*
(a)(5)(clvi)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clviii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clix)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clx)	Text of email to customers, sent September 10, 2004.*
(a)(5)(clxi)	Text of email to partners, sent September 10, 2004.*
(a)(5)(clxii)	Text of press release issued by Parent, dated September 21, 2004.*
(a)(5)(clxiii)	Transcript of portion of Banc of America 34th Annual Investment Conference presentation pertaining to tender offer, held September 21, 2004.*
(a)(5)(clxiv)	Text of press release issued by Parent, dated September 23, 2004.*
(a)(5)(clxv)	Text of press release issued by Parent, dated October 1, 2004.*
(a)(5)(clxvi)	Text of press release issued by Parent, dated October 7, 2004.*
(a)(5)(clxvii)	Text of press release issued by Parent, dated October 21, 2004.*
(a)(5)(clxviii)	Text of press release issued by Parent, dated November 1, 2004.
(a)(5)(clxix)	Letter to PeopleSoft Board of Directors, dated October 31, 2004.
(a)(5)(clxx)	Text of press release issued by Parent, dated November 1, 2004.
(a)(5)(clxxi)	Transcript of conference call held by Parent on November 1, 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)(CLXVIII

Exhibit (a)(5)(clxviii)

For Immediate Release

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

ORACLE ANNOUNCES BEST AND FINAL

PEOPLESOFT OFFER OF $24 PER SHARE

Oracle to withdraw offer if majority not tendered by November 19, 2004

REDWOOD SHORES, Calif., November 1, 2004 – (http://www.oracle.com) Oracle Corporation (NASDAQ: ORCL) announced today that it is amending its tender offer for all of the common stock of PeopleSoft, Inc. Principal terms of the amended offer will include:

· Oracle has increased the price of its fully-financed cash offer from $21.00 to $24.00 per share, which represents our best and final offer. This price represents a significant premium to recent trading prices, and is in excess of the 52-week closing price high for PeopleSoft shares. The increased offer price is nearly 60% higher than the closing price on the day prior to Oracle’s announcement of its intention to commence the original offer.

· In light of last week’s vote by the European Commission to clear Oracle’s offer, Oracle will amend the offer to eliminate most of the conditions to the offer. The principal remaining conditions will be that a majority of PeopleSoft’s shares are tendered in the offer and that the PeopleSoft Board of Directors eliminates the poison pill and Delaware law (Section 203) obstacles to Oracle’s acquisition of shares in the offer.

· The amended offer will expire at midnight EST on Friday, November 19, 2004. If a majority of PeopleSoft’s shares have been tendered into the offer and the Board of Directors of PeopleSoft has not removed the poison pill and Section 203 obstacles, then Oracle will look to the Delaware Chancery Court to take appropriate action.

· If by midnight EST on Friday, November 19, 2004 a majority of PeopleSoft’s shares have not been tendered into the offer, then Oracle will withdraw its tender offer.

“Our best and final offer is $24 per share, which we believe represents a substantial premium to the price at which those shares would trade were it not for Oracle’s offer,” said Jeffrey O. Henley, Chairman of the Board of Oracle. “We will withdraw our offer unless a majority of PeopleSoft shares are tendered into our offer by November 19, 2004.”

Included with this press release is a letter sent by Oracle to the PeopleSoft Board of Directors on November 1, 2004.

Oracle will host a conference call today, November 1, 2004, at 8:45 a.m. EST/5:45 a.m. PST. A live audio webcast of the call will be made available on the Oracle Investor Relations website at www.oracle.com/investor. The webcast will be available for replay for seven days following the conference call. Interested parties may also participate live via telephone by calling (719) 457-2621. The replay number is (719) 457-0820 (Passcode: 910652), and will be available for 24 hours following the conference call.

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)(CLXIX)

Exhibit (a)(5)(clxix)

October 31, 2004

Board of Directors

PeopleSoft, Inc.

4460 Hacienda Drive

Pleasanton, California 94588

Members of the Board:

For almost 17 months the owners of PeopleSoft—the stockholders—have been denied the opportunity to consider our offer, while we have fought our way through a variety of regulatory obstacles actively promoted by the PeopleSoft Board of Directors. Those obstacles no longer exist. Last week the European Commission voted to clear Oracle’s bid for PeopleSoft. This decision, coupled with the decision of the U.S. Department of Justice not to appeal Judge Walker’s decision, means that now the PeopleSoft Board of Directors is the only obstacle to stockholder consideration of our offer.

The time has come to bring this matter to a conclusion by allowing the stockholders to decide. We will announce tomorrow morning our best and final offer to acquire all of the shares of PeopleSoft. The principal elements of our offer include:

· We have increased the price of our fully-financed cash offer to $24.00 per share. This price represents nearly a 60% premium to the trading price for PeopleSoft shares prior to our offer and a significant premium to recent trading prices, and is in excess of the 52-week closing price high for PeopleSoft shares. More importantly, we believe it represents a substantial premium to the price at which those shares would trade were it not for our offer. This is our best and final offer and it will not be increased.

· In light of recent regulatory developments we will eliminate most of the conditions to our offer. The principal remaining conditions to our offer will be the Minimum Tender Condition, the Rights Condition and the Section 203 Condition.

· Our amended offer will expire at midnight EST on Friday, November 19. If the Minimum Tender Condition is satisfied at that time—meaning that the holders of a majority of PeopleSoft’s outstanding shares have tendered their shares in our offer—and the Board of Directors of PeopleSoft has failed to remove the poison pill and Section 203 obstacles to our offer to permit us to acquire the tendered shares, then we will look to the Delaware Chancery Court to take appropriate action.

· If the Minimum Tender Condition has not been satisfied by midnight EST on November 19, 2004, we will withdraw our offer.

We are willing to let PeopleSoft’s stockholders decide the outcome, and to withdraw our offer if it does not receive majority support. We think it is incumbent on the PeopleSoft Board to show at least equal deference to the will of its own stockholders.

Our preference, as we have maintained since our original communication with you on June 6, 2003, is to enter into a merger agreement with PeopleSoft. You have to date refused to negotiate with us. Although our $24 price is final and non-negotiable, we are ready to negotiate the other terms of a merger agreement with you, and can provide you with a draft merger agreement promptly.

We continue to be committed to supporting PeopleSoft’s customers and products. We intend to develop and introduce a next generation of PeopleSoft products—PeopleSoft 9—and in connection with that effort we intend to maintain an engineering organization at the Pleasanton campus.

We believe that the value and certainty of our offer are far preferable to PeopleSoft’s uncertain future as an independent company. We look forward to a prompt response to this proposal.

Sincerely,

/s/    JEFF HENLEY	/s/    LARRY ELLISON
Jeff Henley Chairman of the Board	Larry Ellison Chief Executive Officer

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

Exhibit (a)(5) (CLXX)

Contact:    Jennifer Glass

Oracle Corp.

(650) 633-6192

jennifer.glass@oracle.com

ORACLE FORMALLY EXTENDS TENDER OFFER

Best and Final Offer Open Through November 19, 2004

REDWOOD SHORES, Calif., November 1, 2004—Oracle Corporation (NASDAQ: ORCL) announced earlier today that it has amended its tender offer for all of the common stock of PeopleSoft, Inc. Among other changes, the offering price was increased to $24.00 per share, which represents Oracle’s best and final offer. By this press release, Oracle is formally extending the tender offer for all of the common stock of PeopleSoft, Inc. to midnight EST on Friday, November 19, 2004.

The tender offer was previously set to expire at midnight EST on Friday, November 5, 2004. As of the close of business on Friday, October 29, 2004, approximately 20,191,181 shares had been tendered in and not withdrawn from the 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, the Information Agent for the offer, or from Oracle Corporation.

###

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

Exhibit (a)(5)(CLXXI)

FINAL TRANSCRIPT

Conference Call Transcript

ORCL—Oracle Announces Best and Final PeopleSoft Offer of $24 Per Share

Event Date/Time: Nov. 01. 2004 / 8:45AM ET

Event Duration: 15 min

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FINAL TRANSCRIPT

CORPORATE PARTICIPANTS

Nancy Lee

Oracle Corporation—IR

Jeff Henley

Oracle Corporation—Chairman

Harry You

Oracle Corporation—CFO, EVP

CONFERENCE CALL PARTICIPANTS

Heather Bellini

UBS—Analyst

Jason Maynard

Merrill Lynch—Analyst

Robert Stimson

Banc of America—Analyst

Adam Holt

J.P. Morgan—Analyst

PRESENTATION

Operator

Good day, everyone, and welcome to today’s Oracle Corporation conference call. Today’s conference is being recorded. At this time I would like to introduce Oracle Corporation’s Investor Relations senior manager, Nancy Lee. Ms. Lee, please go ahead.

Nancy Lee—Oracle Corporation—IR

Thank you, operator. Good morning everyone and welcome to Oracle Corporation’s conference call. I would like to introduce Executive Vice President and Chief Financial Officer, Harry You and Chairman, Jeff Henley. Today’s call will begin with an overview of the amended tender offer to purchase PeopleSoft. The discussion will then be followed by a Q&A session.

Before we begin, I appreciate your patience as I review the required Safe Harbor and tender offer statement. Our discussion may include predictions, estimates or other information that might be considered forward-looking. While these forward-looking statements represent our current judgment on what the future holds, they are subject to risk and uncertainties that could cause actual results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements which reflect our opinions only as of the date of this discussion.

Please keep in my mind that we are not obligating ourselves to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events. Throughout today’s discussion we will attempt to present some important factors relating to our business that may affect our predictions. You should also review our most recent form 10-K and form 10-Q for a more complete discussion of our risk factors. The solicitation and the offer to buy PeopleSoft common stock is only made pursuant to the offer to purchase and related materials that Oracle Corporation and Pepper Acquisition Corporation 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, the deal manager for the offer, from Mackenzie Partners, the information agent for the offer or from Oracle Corporation. With that, I will turn the call over to Jeff Henley.

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FINAL TRANSCRIPT

ORCL - Oracle Announces Best and Final PeopleSoft Offer of $24 Per Share

Jeff Henley—Oracle Corporation—Chairman

Thanks, Nancy. Good morning and thanks for joining the call. I will briefly discuss the amended offer that we announced this morning, then I will turn it over to Harry to discuss the impact of this transaction on Oracle, and then we will take a few questions. Last week the European Commission cleared Oracle’s offer for PeopleSoft. That, of course, followed the favorable judgment in the U.S. antitrust case.

Oracle is now cleared of the last significant regulatory hurdle to our closing this transaction. At this point the PeopleSoft Board of Directors is the only obstacle for shareholder consideration of our offer. We think the time has come for the stockholders of PeopleSoft to determine the outcome. As a result, we are presenting our best and final offer. We are raising our offer to $24 per share in cash which values this transaction at approximately $9.2 billion. At $24 our final offer is nearly 60 percent higher than the closing price the day prior to our original offer, and is above the 52-week high closing price.

We also believe that the price is substantially higher than where PeopleSoft shares would trade if it were not for our offer. We are eliminating most of the conditions related to the offer. The principal remaining conditions to the offer redeeming the poison pill and clearing the transaction under Delaware Section 203 are within the control of PeopleSoft’s Board. To repeat it is our best and final offer. We have communicated this to PeopleSoft’s Board and device (ph) Chancellor Strine of Delaware Chancery Court.

Our offer expires on November 19 and we intend to withdraw our offer at that time unless more than 50 percent of PeopleSoft’s outstanding shares have been tendered into our offer. If we have received a greater than 50 percent tender at that time, then we will complete the offer assuming PeopleSoft’s Board it has redeemed the poison pill and cleared the transaction under section 203.

If the Board fails to take this action, then we will look to the Delaware Chance Record for the appropriate action. We will be meeting with PeopleSoft stockholders to explain our amended offer. If stockholders want this offer, they must tender by November 19. We have communicated our offer to the PeopleSoft Board and told them that we are still interested in entering into a definitive merger agreement at $24 per share. We believe that this remains the best path for PeopleSoft stockholders and for all other constituencies. So let me turn the call over to Harry.

Harry You—Oracle Corporation—CFO, EVP

Thank you, Jeff. Let me go through the financials on this potential transaction. This transaction remains accretive to our stockholders excluding amortization of intangibles and the earnings contribution will expand over time. Our goal is to make the transaction GAAP accretive by the end of the second year. The transaction will maintain and potentially enhance Oracle’s growth in revenues, operating income, cash flow and EPS.

Oracle’s management team has extensive experience in cost reduction and efficiency programs, and we believe that the cost savings are significant and readily achievable. Once the transaction is complete, we will provide revenue and earnings guidance for the combined company. We believe that this transaction can raise our organic growth rate in at least three areas. First in the area of cross selling and up selling, we believe we can sell additional modules to PeopleSoft customers, many of whom have fragmented systems from multiple vendors.

Second, in our on demand area Oracle has the world-class outsourcing service to offer PeopleSoft customers. And third, in the area of technology we can offer one-stop shopping to PeopleSoft customers for both applications and infrastructure to include data warehousing, application servers, collaboration tools, data hubs and business intelligence. We are making our final offer from a position of strength. We are coming off a solid fiscal year ‘04 with increasing revenues and earnings per share. We have one of the highest operating margins in the software industry. We have confidence in our strategy, underlying business, product lines and ability to manage acquisitions.

Our product line is the strongest it has ever been. We think we are in a great position to increase already high returns for our shareholders. In conclusion and most important for Oracle’s shareholders, as Jeff has described, our best and final offer today will bring closure on November 19 to our acquisition of PeopleSoft. Let me turn the call back to Jeff.

Jeff Henley—Oracle Corporation—Chairman

Okay. Our tender offer has been outstanding for an extraordinary 17 months. To repeat we believe that our best and final offer of $24 per share represents a substantial premium to the price at which PeopleSoft shares would trade, but for our offer. We believe the premium over the stock’s real value as opposed to our deal value is the only meaningful benchmark stockholders’ review is relevant because our offer will expire. We look forward to completing the acquisition of PeopleSoft and now we will take a few questions.

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FINAL TRANSCRIPT

QUESTION AND ANSWER

Operator

(OPERATOR INSTRUCTIONS) Heather Bellini with UBS.

Heather Bellini—UBS—Analyst

Thanks Jeff and Harry. I was wondering your comments about offering PeopleSoft 9, does that change the cost synergies that you expected when you first announced the deal about a year and a half ago? And if not, can you talk about if Safra’s cost synergies that she outlined at the trial this summer, if those would still hold? Thank you.

Jeff Henley—Oracle Corporation—Chairman

Yes, I think as we have gone through and examined both the CAPs, but also just gotten feedback from customers that we have decided that it will make sense to put more effort into the PeopleSoft offering. We’ve always said we would support it for 10 years. And I think we’ve concluded that we will inevitably come up with a next release, a version 9. So there is some additional cost from what we had originally contemplated, yes.

Heather Bellini—UBS—Analyst

You are still saying, then, I think Harry said GAAP accretive by the end of the second year but pro forma accretive, could we still say that would come in the first 12 months?

Harry You—Oracle Corporation—CFO, EVP

Yes, by the end of the twelve-month period we expect to be pro forma accretive. Yes, Heather.

Heather Bellini—UBS—Analyst

Great. Thanks, Harry.

Operator

Jason Maynard with Merrill Lynch.

Jason Maynard—Merrill Lynch—Analyst

One question on process here. Can you maybe talk about any conversation or dialog that you have had that would encourage you, the things that would encourage you that the PeopleSoft Board is open to this? Or when you raised that note of the best and final offer is this still viewed as the primary obstacle in terms of completing a transaction?

Jeff Henley—Oracle Corporation—Chairman

Is the poison pill the primary problem?

Jason Maynard—Merrill Lynch—Analyst

In PeopleSoft’s Board willingness to negotiate?

Jeff Henley—Oracle Corporation—Chairman

I think so. I think so far they have refused to negotiate. They have been very clear that they do not what to negotiate irrespective of what they may have said in the trial, they said a lot of things in the recent trial. So I think our view is that we are still willing and want to, not negotiate but we certainly want to get a definitive agreement. That would be the quickest way for the Board. We have put out a tremendous price now. We vowed to the judge, he’s asked us for our best and final; we think we’ve done that and we think it’s a very rich price. And so we are hopeful that the Board will finally sit down and get a definitive agreement finished with us here. If not, it’s really up to the shareholders.

Jason Maynard—Merrill Lynch—Analyst

So in this case the judge asked for the best and final offer?

Jeff Henley—Oracle Corporation—Chairman

That’s correct.

Jason Maynard—Merrill Lynch—Analyst

Okay. Thank you.

Operator

Robert Stimson with Bank of America.

Robert Stimson—Banc of America—Analyst

Maybe you can give a little color on the tender process itself. Jeff, to date, how many shares have been tendered so far, and then maybe you can just give us a sense of what you’re going to be doing over the next few weeks to get you over the 50 percent mark. Then I have a quick follow-up.

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FINAL TRANSCRIPT

ORCL - Oracle Announces Best and Final PeopleSoft Offer of $24 Per Share

Jeff Henley—Oracle Corporation—Chairman

Harry, you want to go through the process?

Harry You—Oracle Corporation—CFO, EVP

We expect, as we described in our press release and in our comments, Bob, to be actively discussing this transaction with our shareholders and PeopleSoft shareholders and reiterating the merits that we have described in the past as well as why this transaction makes financial sense. And I think that clearly is going to be the most important activity here through November 19.

Robert Stimson—Banc of America—Analyst

Now let’s just assume you get the 50 percent tender, and let’s just make up a number, say 60 percent of the shares are tendered. What do you now do?

Jeff Henley—Oracle Corporation—Chairman

Well, as we have said in the comments we made this morning, there’s a couple things that can happen. Hopefully by then, hopefully well before, but if not by then the Board of PeopleSoft would get rid of its poison pill. If not, we will turn to the judge and ask that the judge get rid of the pill. So I think those are the most immediate two things that would hopefully happen one way or the other to remove the pill.

Robert Stimson—Banc of America—Analyst

Okay, so we don’t have to go through the formal—the judge will decide in the end and we don’t have to go through the formalities of new board members, voting out the poison pill etc. It really will rest with the management of PeopleSoft and/or the judge?

Harry You—Oracle Corporation—CFO, EVP

I think Bob there is incredible clarity to what we’ve described here. I think by November 19, as I described we are going to see a resolution of this situation.

Robert Stimson—Banc of America—Analyst

Great. Thanks a lot.

Operator

Adam Holt with J.P. Morgan.

Adam Holt—J.P. Morgan—Analyst

Good morning. Given that there has been a previously, a higher price associated with the transaction, can you talk a little bit about the assumptions you used either in terms of revenue. Or maybe some of the changes to come across either to you $24 share price?

Harry You—Oracle Corporation—CFO, EVP

Adam, as Jeff described to the earlier question, clearly there have been some issues that have changed. We’ve factored that into our models. We feel we are giving our best and final offer. The transaction is at a level where it is still acceptable to our shareholders and to the management team. But clearly there has been since the time of the offer you are referring to there has been a degradation in the PeopleSoft business, as well as other issues like the CAP situation, which have come into play which we have taken into account.

Adam Holt—J.P. Morgan—Analyst

: And just along that line, going back to the comments about PeopleSoft 9, will that be a maintenance only upgrade for PeopleSoft customers, or will you actively market that alongside the Oracle applications? Thanks.

Jeff Henley—Oracle Corporation—Chairman

I wouldn’t use the word maintenance. I think we’ve put in taxes and such as you would in a maintenance lease, but I think we would intend to put some degree of new functionality and so forth. I don’t believe that our position has changed. I don’t think we are going to be out actively marketing two different products, I don’t think we have any different feeling than we have ever had on that matter.

Adam Holt—J.P. Morgan—Analyst

Thank you.

Operator

And that concludes your question-and-answer session. Also at this time, we will conclude today’s conference. Thank you everyone for joining us for today’s Oracle conference. You may now disconnect.

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FINAL TRANSCRIPT

ORCL - Oracle Announces Best and Final PeopleSoft Offer of $24 Per Share

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