-----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, Jpr6al1z2SzyerhJ9hn5bbXxfcHoXZTQLLbd7tJxipu94N7vHIqCTZ/QbFTy8QPM HJtBHX0nFCfIsmBS6B2zmA== 0000950149-03-001461.txt : 20030723 0000950149-03-001461.hdr.sgml : 20030723 20030627165046 ACCESSION NUMBER: 0000950149-03-001461 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030627 FILED BY: 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 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDWARDS J D & CO CENTRAL INDEX KEY: 0000798757 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 840728700 STATE OF INCORPORATION: CO FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53187 FILM NUMBER: 03761810 BUSINESS ADDRESS: STREET 1: ONE TECHNLOGY WAY CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3034884000 MAIL ADDRESS: STREET 1: 8055 EAST TUFTS AVE CITY: DENVER STATE: CO ZIP: 80237 SC TO-T/A 1 f91180sctovtza.txt SCHEDULE TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ------------------------------ J.D. EDWARDS & COMPANY (Name of Subject Company (Issuer)) PEOPLESOFT, INC. JERSEY ACQUISITION CORPORATION (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 281667105 (CUSIP Number of Class of Securities) ------------------------------ Anne S. Jordan Senior Vice President, General Counsel and Secretary PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, California 94588 (925) 225-3000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person) ------------------------------ COPY TO: Douglas D. Smith, Esq. Lisa A. Fontenot, Esq. Gibson, Dunn & Crutcher LLP One Montgomery Street, 31st Floor San Francisco, CA 94104 (415) 393-8200 ------------------------------ [ ] 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: [ ] This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed on June 19, 2003 by PeopleSoft, Inc., a Delaware corporation ("PeopleSoft"), and Jersey Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of PeopleSoft, relating to Purchaser's offer to exchange all of the issued and outstanding shares of common stock, par value $.001 per share of J.D. Edwards & Company, a Delaware corporation, together with the associated stock purchase rights, for the consideration described in the Schedule TO. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibits:
EXHIBIT DESCRIPTION - ------- ----------- (a)(5)(v) Press Release issued by PeopleSoft, dated June 19, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 19, 2003). (a)(5)(vi) Investor Presentation dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(vii) Letter to PeopleSoft Employees dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(viii) eWeek Article dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(ix) Advertisement dated June 23, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(x) Quest Article dated June 23, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 24, 2003). (a)(5)(xi) Email Newsletter to PeopleSoft Customers dated June 24, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 24, 2003). (a)(5)(xii) Transcript of TriNet Webcast dated June 25, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 25, 2003).
2 SIGNATURES 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. PEOPLESOFT, INC. By: /s/ Anne S. Jordan ------------------------------------- Name: Anne S. Jordan Title: Senior Vice President, General Counsel and Secretary JERSEY ACQUISITION CORPORATION By: /s/ Anne S. Jordan ------------------------------------- Name: Anne S. Jordan Title: Vice President, Secretary and Director Dated: June 27, 2003
3 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- (a)(5)(v) Press Release issued by PeopleSoft, dated June 19, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 19, 2003). (a)(5)(vi) Investor Presentation dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(vii) Letter to PeopleSoft Employees dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(viii) eWeek Article dated June 20, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(ix) Advertisement dated June 23, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 23, 2003). (a)(5)(x) Quest Article dated June 23, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 24, 2003). (a)(5)(xi) Email Newsletter to PeopleSoft Customers dated June 24, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 24, 2003). (a)(5)(xii) Transcript of TriNet Webcast dated June 25, 2003 (incorporated by reference to PeopleSoft's 425 filing on June 25, 2003).
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