-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QxQFGOmNRGVRfudS/rJVeqQKqm5Zq6LImz9rOkZwyeAH43Jq20j/GNYGVtC/mqXC W0qPQvUO5tf7bjY25nxTyQ== 0001193125-05-001680.txt : 20050105 0001193125-05-001680.hdr.sgml : 20050105 20050105165807 ACCESSION NUMBER: 0001193125-05-001680 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 GROUP MEMBERS: PEPPER ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLESOFT INC CENTRAL INDEX KEY: 0000875570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 680137069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42583 FILM NUMBER: 05513351 BUSINESS ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 BUSINESS PHONE: 925-225-3000 MAIL ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORACLE CORP /DE/ CENTRAL INDEX KEY: 0000777676 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942871189 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 500 ORACLE PKWY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6505067000 MAIL ADDRESS: STREET 1: 500 ORACLE PARKWAY STREET 2: MAIL STOP 5 OP 7 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: ORACLE SYSTEMS CORP DATE OF NAME CHANGE: 19920703 SC TO-T/A 1 dsctota.htm AMENDMENT NO. 86 TO SCHEDULE TO-T Amendment No. 86 to Schedule TO-T

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Amendment No. 86

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**
$9,957,280,051   $1,171,972
     
*   Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 375,746,417 (the number of shares of common stock of the subject company outstanding as of November 4, 2004 (according to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the subject company on November 9, 2004) by $26.50 (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 December 13, 2004, equals 0.00011770% of the transaction valuation based on Fee Rate Advisory #6 for Fiscal Year 2005 issued by the Securities and Exchange Commission on December 9, 2004, (ii) 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 (iii) 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:   $314,438   Filing Party:   Oracle Corporation
Form or Registration No.:   SC TO-T/A   Date Filed:   December 13, 2004
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. 86 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 $26.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated December 15, 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 January 5, 2005, Parent and Purchaser announced that they have extended the expiration of the previously announced subsequent offering period to 8:00 pm, New York City time, on Thursday, January 6, 2005. As of January 4, 2005, and including those shares tendered in the initial offering period, approximately 357,684,588 million shares of PeopleSoft common stock have been tendered, representing approximately 89.4 percent of PeopleSoft’s outstanding common stock. All tendered shares have been accepted for payment. During the subsequent offering period, Purchaser will continue to accept for payment and promptly pay for shares of the Company as they are tendered. Stockholders who tender shares during such period will be paid the same $26.50 per share cash consideration paid during the initial offering period. Shares tendered during the subsequent offering period may not be withdrawn. Purchaser may further extend the subsequent offering period. If the subsequent offering period is extended, Purchaser will notify the depositary for the offer and issue a press release prior to 9:00 a.m. New York City time on the first business day following the date the subsequent offering period was scheduled to expire. The press release issued by Parent announcing the extension of the offer is attached hereto as Exhibit (a)(5)(clxlix).

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)(l)(xvi)    Amended and Restated Offer to Purchase dated November 3, 2004.*
(a)(l)(xvii)    Form of Amended and Restated Letter of Transmittal.*
(a)(l)(xviii)    Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(l)(xix)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xx)    Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xxi)    Amended and Restated Offer to Purchase dated December 15, 2004.*
(a)(l)(xxii)    Form of Amended and Restated Letter of Transmittal.*
(a)(l)(xxiii)    Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(l)(xxiv)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xxv)    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.*
(a)(5)(clxxii)    Investor presentation by Parent, posted November 9, 2004.*
(a)(5)(clxxiii)    Presentation slides from Goldman Sachs Software Retreat, dated November 9, 2004.*
(a)(5)(clxxiv)    Transcript of portion of presentation to Goldman Sachs Software Retreat, dated November 9, 2004.*
(a)(5)(clxxv)    Transcript of portion of presentation to Morgan Stanley Software, Services, Internet & Networking Conference, dated November 1, 2004.*
(a)(5)(clxxvi)    Transcript of portion of Oracle Annual Meeting, held October 29, 2004.*
(a)(5)(clxxvii)    Text of press release issued by Parent, dated November 10, 2004.*
(a)(5)(clxxviii)    Revised investor presentation by Parent, posted November 12, 2004.*
(a)(5)(clxxix)    Text of information on Parent’s website, posted November 15, 2004.*
(a)(5)(clxxx)    Text of press release issued by Parent, dated November 16, 2004.*
(a)(5)(clxxxi)    Transcript of conference call held by Glass, Lewis & Co., November 15, 2004.*
(a)(5)(clxxxii)    Advertisement placed by Parent on November 16, 2004.*
(a)(5)(clxxxiii)    Revised information posted on Parent’s website, posted November 17, 2004.*
(a)(5)(clxxxiv)    Text of press release issued by Parent, dated November 18, 2004.*
(a)(5)(clxxxv)    Text of press release issued by Parent, dated November 19, 2004.*
(a)(5)(clxxxvi)    Text of press release issued by Parent, dated November 19, 2004.*
(a)(5)(clxxxvii)    Letter to PeopleSoft Board of Directors, dated November 19, 2004.*
(a)(5)(clxxxviii)    Letter to PeopleSoft Board of Directors, dated November 21, 2004.*
(a)(5)(clxxxix)    Text of press release issued by Parent, dated November 24, 2004.*


(a)(5)(clxl)    Transcript of presentation at Oracle Open World, held December 7, 2004.*
(a)(5)(clxli)    Text of press release issued by Parent, dated December 13, 2004.*
(a)(5)(clxlii)    Transcript of portion of Oracle Earnings Conference Call, held December 13, 2004.*
(a)(5)(clxliii)    Text of letter to PeopleSoft employees from Parent sent December 13, 2004.*
(a)(5)(clxliv)    Advertisement placed by Parent on December 15, 2004.*
(a)(5)(clxlv)    Letter to PeopleSoft stockholders, dated December 15, 2004.*
(a)(5)(clxlvi)    Text of email to Oracle employees from Parent sent December 15, 2004.*
(a)(5)(clxlvii)    Text of email to PeopleSoft employees from Parent sent December 15, 2004.*
(a)(5)(clxlviii)    Text of press release issued by Parent, dated December 29, 2004.*
(a)(5)(clxlix)    Text of press release issued by Parent, dated January 5, 2005.
(a)(5)(clxlx)    Text of email to PeopleSoft employees from Parent dated January 5, 2005.
(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.*
(b)(5)    364-Day Term Loan Agreement described in Section 10, “Source and Amount of Funds” of the Offer to Purchase.
(c)    Not applicable.
(d)(1)    Agreement and Plan of Merger dated as of December 12, 2004 among PeopleSoft, Inc., Oracle Corporation and Pepper Acquisition Corp.*
(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: January 5, 2005

 

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)(l)(xvi)    Amended and Restated Offer to Purchase dated November 3, 2004.*
(a)(l)(xvii)    Form of Amended and Restated Letter of Transmittal.*
(a)(l)(xviii)    Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(l)(xix)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xx)    Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xxi)    Amended and Restated Offer to Purchase dated December 15, 2004.*
(a)(l)(xxii)    Form of Amended and Restated Letter of Transmittal.*
(a)(l)(xxiii)    Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(l)(xxiv)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xxv)    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.*


Index No.


    
(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.*


Index No.


    
(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.*


Index No.


    
(a)(5)(lxxviii)    Text of email message to analysts, dated October 27, 2003.*
(a)(5)(lxxix)    Text of press release issued by Parent on November 7, 2003.*
(a)(5)(lxxx)    Motion to Expedite Proceedings (redacted) filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxi)    Notice of Motion, Motion for Preliminary Injunction and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxii)    Notice of Motion, Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiii)    Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiv)    Transcript of portion of presentation to Goldman Sachs Software Retreat pertaining to tender offer, held November 13, 2003.*
(a)(5)(lxxxv)    Text of email message to present employees, dated November 17, 2003.*
(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.*


Index No.


    
(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)(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.*


Index No.


    
(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.*
(a)(5)(clxxii)    Investor presentation by Parent, posted November 9, 2004.*


Index No.


    
(a)(5)(clxxiii)    Presentation slides from Goldman Sachs Software Retreat, dated November 9, 2004.*
(a)(5)(clxxiv)    Transcript of portion of presentation to Goldman Sachs Software Retreat, dated November 9, 2004.*
(a)(5)(clxxv)    Transcript of portion of presentation to Morgan Stanley Software, Services, Internet & Networking Conference, dated November 1, 2004.*
(a)(5)(clxxvi)    Transcript of portion of Oracle Annual Meeting, held October 29, 2004.*
(a)(5)(clxxvii)    Text of press release issued by Parent, dated November 10, 2004.*
(a)(5)(clxxviii)    Revised investor presentation by Parent, posted November 12, 2004.*
(a)(5)(clxxix)    Text of information on Parent’s website, posted November 15, 2004.*
(a)(5)(clxxx)    Text of press release issued by Parent, dated November 16, 2004.*
(a)(5)(clxxxi)    Transcript of conference call held by Glass, Lewis & Co., November 15, 2004.*
(a)(5)(clxxxii)    Advertisement placed by Parent on November 16, 2004.*
(a)(5)(clxxxiii)    Revised information posted on Parent’s website, posted November 17, 2004.*
(a)(5)(clxxxiv)    Text of press release issued by Parent, dated November 18, 2004.*
(a)(5)(clxxxv)    Text of press release issued by Parent, dated November 19, 2004.*
(a)(5)(clxxxvi)    Text of press release issued by Parent, dated November 19, 2004.*
(a)(5)(clxxxvii)    Letter to PeopleSoft Board of Directors, dated November 19, 2004.*
(a)(5)(clxxxviii)    Letter to PeopleSoft Board of Directors, dated November 21, 2004.*
(a)(5)(clxxxix)    Text of press release issued by Parent, dated November 24, 2004.*
(a)(5)(clxl)    Transcript of presentation at Oracle Open World, held December 7, 2004.*
(a)(5)(clxli)    Text of press release issued by Parent, dated December 13, 2004.*
(a)(5)(clxlii)    Transcript of portion of Oracle Earnings Conference Call, held December 13, 2004.*
(a)(5)(clxliii)    Text of letter to PeopleSoft employees from Parent sent December 13, 2004.*
(a)(5)(clxliv)    Advertisement placed by Parent on December 15, 2004.*
(a)(5)(clxlv)    Letter to PeopleSoft stockholders, dated December 15, 2004.*
(a)(5)(clxlvi)    Text of email to Oracle employees from Parent sent December 15, 2004.*
(a)(5)(clxlvii)    Text of email to PeopleSoft employees from Parent sent December 15, 2004.*
(a)(5)(clxlviii)    Text of press release issued by Parent, dated December 29, 2004.*
(a)(5)(clxlix)    Text of press release issued by Parent, dated January 5, 2005.
(a)(5)(clxlx)    Text of email to PeopleSoft employees from Parent dated January 5, 2005.
(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.*
(b)(5)    364-Day Term Loan Agreement described in Section 10, “Source and Amount of Funds” of the Offer to Purchase.
(c)    Not applicable.
(d)(1)    Agreement and Plan of Merger dated as of December 12, 2004 among PeopleSoft, Inc., Oracle Corporation and Pepper Acquisition Corp.*
(e)    Not applicable.
(f)    Not applicable.
(g)    Not applicable.
(h)    Not applicable.

*   Previously filed
EX-99.(A)(5)(CLXLIX) 2 dex99a5clxlix.htm TEXT OF PRESS RELEASE ISSUED BY PARENT, DATED JANUARY 5, 2005 Text of press release issued by Parent, dated January 5, 2005

Exhibit (a)(5)(clxlix)

 

For Immediate Release

 

Contact: Bob Wynne
     Oracle Corp.
     (650) 506-5834
     bob.wynne@oracle.com

 

ORACLE EXTENDS SUBSEQUENT OFFERING PERIOD BY TWO DAYS

 

PeopleSoft Stockholders Have Tendered 89.4 Percent Shares So Far

 

REDWOOD SHORES, Calif., January 4, 2005 — Oracle Corporation (NASDAQ: ORCL) today announced that it was extending the previously announced subsequent offering period of its tender offer for all outstanding shares of PeopleSoft, Inc. (NASDAQ: PSFT) to 8 p.m. New York City time on Thursday, January 6, 2005. The subsequent offering period was previously set to expire at 8 p.m. New York City time on January 4, 2005.

 

Including those shares tendered in the initial offering period, PeopleSoft stockholders have now tendered approximately 357,684,588 million shares or approximately 89.4 percent of PeopleSoft’s outstanding stock. Oracle has accepted for payment all shares tendered in the offer.

 

If at least 90 percent of the outstanding shares of PeopleSoft have been tendered before the expiration of the subsequent offering period, Oracle will carry out an expedited second-step merger, as permitted by Delaware law. The extension of the subsequent offering period will permit all stockholders who have not yet tendered to obtain the $26.50 per share offer price for their shares prior to consummation of the second-step merger.

 

During the subsequent offering period, Oracle’s acquisition subsidiary Pepper Acquisition Corp. will accept for payment and promptly pay for PeopleSoft shares as they are tendered. Stockholders who tender shares during


such period will be paid the same $26.50 per share cash consideration paid during the initial offering period. Shares tendered during the subsequent offering period may not be withdrawn. Pepper Acquisition Corp. may further extend the subsequent offering period. If the subsequent offering period is extended, Pepper Acquisition Corp. will notify the depositary for the offer and issue a press release prior to 9:00 a.m. New York City time on the first business day following the date the subsequent offering period was scheduled to expire.

 

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 December 15, 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.

 

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EX-99.(A)(5)(CLXLX) 3 dex99a5clxlx.htm TEXT OF EMAIL TO PEOPLESOFT EMPLOYEES FROM PARENT, DATED JANUARY 5, 2005 Text of email to PeopleSoft employees from Parent, dated January 5, 2005

Exhibit (a)(5)(clxlx)

 

Dear Employee of PeopleSoft:

 

Oracle announced today that it has extended its offer to buy PeopleSoft’s common stock through 8:00 p.m. New York time (5:00 p.m. San Francisco time) on Thursday, January 6, 2004. During this time, PeopleSoft stockholders have the opportunity to tender their shares for the $26.50 per share offer price. Oracle’s acquisition subsidiary Pepper Acquisition Corp. will accept for payment and promptly pay for PeopleSoft shares as they are tendered during this subsequent offering period. Shares tendered during the subsequent offering period may not be withdrawn.

 

As an employee of PeopleSoft, you may be holding shares that you have acquired through participation in option plans and/or the ESPP. This is a reminder that these shares are eligible for tender. We expect that all PeopleSoft shares eventually will be canceled in exchange for the $26.50 cash consideration (less any brokerage fees and commissions) as a result of either (i) being tendered now or (ii) being cashed out in the merger which we expect will occur after the expiration of Oracle’s offer if at least 90% of the outstanding shares of PeopleSoft are tendered. By tendering your shares, you may receive cash more quickly than if you wait to be cashed out in the merger. Shares tendered will not have appraisal rights.

 

If you currently hold shares that you have acquired under PeopleSoft’s Employee Stock Purchase Plan and wish to tender them, there is a simple process to do so. In order to tender these shares, you may go to the EquiServe website at www.employee.equiserve.com and follow these instructions:

 

  click on the link above;

 

  on the left side of the screen, chose “ESPP Access”;

 

  on the left side of the screen click on “Transactions”;

 

  on the right hand side of the screen, click on “Issue Employee Plan Shares –Get a certificate for your Employee Plan shares online”.

 

By requesting a certificate, you are agreeing to tender the shares held by EquiServe in your ESPP account in the tender offer. EquiServe’s website should be available until 1:00 p.m. San Francisco time on Thursday, January 6 if you choose to tender your shares. Alternatively, you may call EquiServe’s Customer Service Department at 1-800-555-9898 (domestic) or 201-536-8058 (international) to tender your shares by asking them for a stock certificate issuance of your shares. A stock certificate will not be issued, but your shares will be tendered with no further action on your part. Also please see the information previously posted on the transition website under “TENDER OF ESPP SHARES TO ORACLE”.


Also please remember that if you have previously acquired shares under PeopleSoft’s option plan or otherwise that are held by a broker, you may tender those shares by following the procedures specified by your broker.

 

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 December 15, 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.

 

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