SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)

PEOPLESOFT, INC.

(Name of Subject Company)

PEOPLESOFT, INC.

(Name of Person Filing Statement)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

712713106

(CUSIP Number of Class of Securities)

Craig Conway
President and Chief Executive Officer
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588-8618
(925) 225-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person Filing Statement)

COPIES TO:

Douglas D. Smith, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, California 94104
(415) 393-8200

     o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer

1

Purpose of Amendment

     The purpose of this amendment is to amend and supplement Items 6 and 8 in the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by PeopleSoft, Inc. (the “Company") on June 11, 2003 and subsequently amended, and to add additional Exhibits to Item 9 and revise the Exhibit Index accordingly.

Item 6. Interest in Securities of the Subject Company

     Item 6 is hereby amended and supplemented as follows:

     Except as described below and except as disclosed in the Schedule 14D-9 previously filed by the Company, as subsequently amended, no transactions with respect to the Common Stock have been effected by the Company or, to the Company’s best knowledge, by any of its executive officers, directors, affiliates or subsidiaries during the past 60 days.

			Nature of	Number Shares of
Name	Date of Transaction		Transaction	Common Stock		Purchase/Sale Price
David A. Duffield		08/27/03	Sale*		25,000	$	17.33
David A. Duffield		09/03/03	Sale*		25,000	$	19.26
David A. Duffield		09/10/03	Sale*		25,000	$	18.59

* Sale pursuant to Rule 10b5-1(c) trading plan.

Item 8. Additional Information

     On August 12, 2003, the Company filed a First Amended Complaint with the Alameda County Superior Court with respect to the action originally commenced by the Company against Oracle Corporation (“Oracle”) on June 13, 2003. Because the August 12, 2003 pleading quoted from and referenced documents that Oracle had designated as “Confidential, Attorneys’ Eyes Only,” the Company filed a redacted version of the First Amended Complaint with the court omitting that material, and lodged with the Court under seal a complete unredacted version of the pleading. The redacted version previously was filed by the Company as exhibit (a)(48) hereto. Oracle subsequently withdrew its confidentiality designation as to the matters set forth in the First Amended Complaint, and on September 4, 2003, the Court authorized and PeopleSoft duly filed the complete version of the First Amended Complaint, a copy of which is filed as exhibit (a)(51) hereto.

     On August 29, 2003, the Company announced that, following its July 18 acquisition of J.D. Edwards & Company (“J.D. Edwards”), it had purchased all remaining shares not tendered in the Company’s exchange offer for all outstanding shares of J.D. Edwards capital stock. A copy of the Company’s press release announcing this purchase is attached as exhibit (a)(49) hereto and is incorporated herein by this reference.

2

     On September 4, 2003, the Company announced that its Board of Directors has authorized a stock repurchase program for up to $350 million of the Company’s common stock. The text of the press release announcing the repurchase program is attached as exhibit (a)(50) hereto and is incorporated herein by this reference.

     On September 4, 2003, Oracle Corporation announced that it had extended its previously announced tender offer for all of the common stock of the Company to midnight EDT on Friday, October 17, 2003. Oracle also announced that as of the close of business on Thursday, September 4, 2003, approximately 38,718,737 shares had been tendered in and not withdrawn from the offer, representing less than 11% of the Company’s outstanding shares.

Item 9. Materials to Be Filed as Exhibits

Exhibit No.	Document
*(a)(1)	Press release issued by PeopleSoft on June 12, 2003
*(a)(2)	Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003)
**(a)(3)	Letter, dated June 13, 2003, to PeopleSoft’s stockholders
***(a)(4)	Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
***(a)(5)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing)
****(a)(6)	Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(7)	Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(8)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing)
****(a)(9)	Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
****(a)(10)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
****(a)(11)	Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(12)	Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(13)	Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(14)	Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(15)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(16)	Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(17)	Press release issued by the Connecticut Attorney General’s Office
****(a)(18)	Press release issued by PeopleSoft on June 20, 2003
*****(a)(19)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(20)	Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(21)	Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)

3

Exhibit No.	Document
*****(a)(22)	Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(23)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(24)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(25)	Text of International Customer Advisory Board’s e-mail posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(26)	Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(27)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(28)	Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(29)	Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(30)	Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(31)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(32)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(33)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(34)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(35)	Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
†(a)(36)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing)
†(a)(37)	Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing)
†(a)(38)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing)
†(a)(39)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(40)	Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(41)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing)
†(a)(42)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing)
†(a)(43)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
†(a)(44)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
††(a)(45)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing)
††(a)(46)	Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing)
††(a)(47)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing)

4

Exhibit No.	Document
††(a)(48)	Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
(a)(49)	Press release issued by PeopleSoft on August 29, 2003
(a)(50)	Press release issued by PeopleSoft on September 4, 2003
(a)(51)	Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
(a)(52)	Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003
(a)(53)	PeopleSoft Analyst Day Power Point presentation materials
(a)(54)	PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures
*(e)(1)	Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders
*(e)(2)	Employment Agreement, dated May 10, 1999, by and between Craig Conway and PeopleSoft, Inc., (incorporated by reference to Exhibit 10.47 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 1999)
*(e)(3)	Employment Contract, dated as of January 1, 2000, with addendums thereto dated as of January 1, 2000, and January 1, 2001, by and between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.45 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 2001)
†††(e)(4)	Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003
†††(e)(5)	Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003

*	Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.
**	Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.
***	Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.
****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.
*****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.
†	Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.
††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.
†††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.

5

SIGNATURE

     After reasonable 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/ KEVIN T. PARKER
	Kevin T. Parker Executive Vice President Finance and Administration, Chief Financial Officer (Principal Financial and Accounting Officer)

Date: September 11, 2003

6

Exhibit No.	Document
*(a)(1)	Press release issued by PeopleSoft on June 12, 2003
*(a)(2)	Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003)
**(a)(3)	Letter, dated June 13, 2003, to PeopleSoft’s stockholders
***(a)(4)	Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
***(a)(5)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing)
****(a)(6)	Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(7)	Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(8)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing)
****(a)(9)	Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
****(a)(10)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
****(a)(11)	Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(12)	Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(13)	Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(14)	Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(15)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(16)	Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(17)	Press release issued by the Connecticut Attorney General’s Office
****(a)(18)	Press release issued by PeopleSoft on June 20, 2003
*****(a)(19)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(20)	Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(21)	Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(22)	Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(23)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(24)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(25)	Text of International Customer Advisory Board’s e-mail posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(26)	Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(27)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003

7

Exhibit No.	Document
	425 filing)
*****(a)(28)	Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(29)	Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(30)	Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(31)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(32)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(33)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(34)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(35)	Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
†(a)(36)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing)
†(a)(37)	Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing)
†(a)(38)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing)
†(a)(39)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(40)	Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(41)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing)
†(a)(42)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing)
†(a)(43)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
†(a)(44)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
††(a)(45)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing)
††(a)(46)	Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing)
††(a)(47)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing)
††(a)(48)	Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
(a)(49)	Press release issued by PeopleSoft on August 29, 2003
(a)(50)	Press release issued by PeopleSoft on September 4, 2003
(a)(51)	Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
(a)(52)	Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003
(a)(53)	PeopleSoft Analyst Day power point presentation materials
(a)(54)	PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures
*(e)(1)	Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders
*(e)(2)	Employment Agreement, dated May 10, 1999, by and between Craig Conway and PeopleSoft, Inc., (incorporated by reference to Exhibit 10.47 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 1999)

8

Exhibit No.	Document
*(e)(3)	Employment Contract, dated as of January 1, 2000, with addendums thereto dated as of January 1, 2000, and January 1, 2001, by and between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.45 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 2001)
†††(e)(4)	Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003
†††(e)(5)	Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003

*	Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.
**	Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.
***	Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.
****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.
*****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.
†	Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.
††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.
†††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.

9 EX-99.(A)(49) 3 f92476a8exv99wxayx49y.txt EXHIBIT (A)(49) EXHIBIT (a)(49) PSFT #103 PEOPLESOFT PURCHASES ALL REMAINING SHARES OF J.D. EDWARDS PLEASANTON, CALIF. - AUGUST 29, 2003 - PeopleSoft, Inc. (Nasdaq: PSFT) today announced that, following its July 18 acquisition of J.D. Edwards & Company, it has purchased all remaining shares not tendered in PeopleSoft's exchange offer. PeopleSoft initially purchased approximately 105 million of J.D. Edwards outstanding shares through PeopleSoft's exchange offer for J.D. Edwards common stock on July 17, 2003. The consideration to be paid for each remaining J.D. Edwards share will be $7.05 in cash plus 0.43 of a share of PeopleSoft common stock. Any fractional shares will be paid in cash. "Over the last month we have moved rapidly to integrate the two companies," said PeopleSoft President and CEO Craig Conway. "During that time, customer response has been outstanding and employees have been energized. I am more confident than ever that this combination will result in enhanced value for shareholders." ABOUT PEOPLESOFT PeopleSoft (Nasdaq: PSFT) is the world's second largest provider of enterprise application software with 11,900 customers in more than 25 industries and 150 countries. For more information, visit us at www.peoplesoft.com. ADDITIONAL INFORMATION PeopleSoft filed a registration statement on Form S-4 with the SEC on June 19, 2003 relating to the acquisition of J.D. Edwards & Company. PeopleSoft also has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle's tender offer. Stockholders should read these documents and any amendments thereto because they contain important information. These filings can be obtained without charge at WWW.SEC.GOV and at WWW.PEOPLESOFT.COM. FORWARD-LOOKING STATEMENTS These materials may contain forward-looking statements, which reflect PeopleSoft's and management's current beliefs based on information currently available to PeopleSoft. These statements are only predictions and actual results may differ materially. For a more detailed discussion of information regarding risks that may affect PeopleSoft generally, see PeopleSoft's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Additional risks relating to the J.D. Edwards acquisition and Oracle's tender offer are described in PeopleSoft's most recent SEC filings. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them. CONTACTS: Lori Varlas Investor Relations (877) 528-7413 lori_varlas@peoplesoft.com Steve Swasey Public Relations (925) 694-5230 steve_swasey@peoplesoft.com # # # EX-99.(A)(50) 4 f92476a8exv99wxayx50y.txt EXHIBIT (A)(50) EXHIBIT (a)(50) PSFT #105 PEOPLESOFT ANNOUNCES $350 MILLION STOCK REPURCHASE PROGRAM PLEASANTON, CALIF. - SEPTEMBER 4, 2003 - PeopleSoft, Inc. (Nasdaq: PSFT) today announced that its Board of Directors has authorized a stock repurchase program for up to $350 million of the Company's common stock. ABOUT PEOPLESOFT PeopleSoft (Nasdaq: PSFT) is the world's second largest provider of enterprise application software with 11,900 customers in more than 25 industries and 150 countries. For more information, visit us at www.peoplesoft.com. ADDITIONAL INFORMATION PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle's tender offer. Stockholders should read that document and any amendments thereto because they contain important information. These filings can be obtained without charge at WWW.SEC.GOV and at WWW.PEOPLESOFT.COM. FORWARD-LOOKING STATEMENTS This press release may contain forward-looking statements, which reflect PeopleSoft's current beliefs based on information currently available to PeopleSoft. These statements are only predictions and actual results may differ materially. For a more detailed discussion of information regarding risks that may affect PeopleSoft generally, see PeopleSoft's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Additional risks relating to Oracle's tender offer are described in PeopleSoft's most recent SEC filings. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them. CONTACTS: Lori Varlas Investor Relations (877) 528-7413 lori_varlas@peoplesoft.com Steve Swasey Public Relations (925) 694-5230 steve_swasey@peoplesoft.com EX-99.(A)(51) 5 f92476a8exv99wxayx51y.txt EXHIBIT (A)(51) EXHIBIT (a)(51) JONATHAN C. DICKEY, SBN 088226 TIMOTHY K. ROAKE, SBN 099539 PAUL J. COLLINS, SBN 187709 GIBSON, DUNN & CRUTCHER LLP 1530 Page Mill Road Palo Alto, California 94304 Telephone: (650) 849-5300 Facsimile: (650) 849-5333 WAYNE W. SMITH, SBN 054593 GIBSON, DUNN & CRUTCHER LLP Jamboree Center 4 Park Plaza Irvine, California 92614 Telephone: (949) 451-3800 Facsimile: (949) 451-4220 STEVEN P. MANDELL (pro hac vice) STEPHEN J. ROSENFELD (pro hac vice) MANDELL MENKES & SURDYK LLC 333 W. Wacker Drive, Suite 300 Chicago, Illinois 60606 Telephone: (312) 251-1000 Facsimile: (312) 251-1010 Attorneys for Plaintiffs PEOPLESOFT, INC. and J.D. EDWARDS & COMPANY SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF ALAMEDA PEOPLESOFT, INC., a Delaware corporation, and J.D. EDWARDS & COMPANY, a Delaware corporation, Plaintiffs, v. ORACLE CORPORATION, a Delaware corporation, PEPPER ACQUISITION CORP., a Delaware corporation, and DOES 1-100, inclusive, Defendants. CASE NO. RG03101434 FIRST AMENDED COMPLAINT FOR: VIOLATIONS OF CAL. BUS. & PROF. CODE SECTIONS 17200 & 17500; INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS; INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE; NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE; AND TRADE LIBEL JURY TRIAL REQUESTED CONDITIONALLY UNDER SEAL THE ENCLOSED RECORD IS SUBJECT TO A MOTION TO FILE THE RECORD UNDER SEAL Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 Plaintiffs PeopleSoft, Inc. ("PeopleSoft") and J.D. Edwards & Company ("J.D. Edwards") (PeopleSoft and J.D. Edwards are sometimes collectively referred to as "PeopleSoft"), for their complaint against Defendants Oracle Corporation and Pepper Acquisition Corp. (together, "Oracle"), and Does 1 through 100, allege as follows: I. INTRODUCTION 1. Four days after PeopleSoft announced a $1.7 billion agreement to merge with software maker J.D. Edwards, Oracle unleashed a hostile tender offer for all of the outstanding shares of PeopleSoft (the "Tender Offer"). The Tender Offer - what its CEO called a "war game in a box" - is nothing more than an unlawful attempt to kill PeopleSoft and was intended to scuttle the planned merger. While the merger closed successfully on July 18, 2003, this Action is brought under California law to remedy the substantial and ongoing harm to PeopleSoft, its customers, and its thousands of employees, from this illegal and anticompetitive scheme by Oracle and its agents. 2. Oracle's first salvo in this "war game" was to announce that it planned to make a low-ball, cash offer of $16 per share for all of PeopleSoft's outstanding stock. Oracle never intended the Tender Offer to be a serious offer to acquire PeopleSoft. Oracle knew the $16.00 price was artificially low, but in its CEO's words, decided to "give it a whirl." Indeed, even though the Tender Offer was described by Oracle executives as "unconditional," the documents Oracle filed with the Securities & Exchange Commission state that Oracle will be under no obligation to purchase a single tendered PeopleSoft share should it determine, among other things, that the value to Oracle of the PeopleSoft shares has materially lessened since the original offer. [INTERNAL ORACLE DOCUMENTS REVEAL THAT ORACLE ALSO PREPARED A MARKETING, SALES AND PUBLIC RELATIONS PROGRAM DESIGNED TO INJURE PEOPLESOFT AND ITS PRODUCTS, IN THE EXPRESS HOPE THAT INJURING PEOPLESOFT WOULD DROP THE PRICE OF ITS STOCK, MAKING ORACLE'S LOW-BALL BID LOOK ATTRACTIVE. THE STRATEGY WAS SET FORTH PLAINLY IN ONE EARLY E-MAIL: "THE MORE SOMETHING HURTS PSFT, THE MORE LIKELY THAT SHARE PRICE DROPS AND $16 STARTS TO LOOK BETTER."] 3. Rather than compete fairly and act in a way to preserve the business of the company it was seeking to acquire, Oracle settled on a scheme to disrupt PeopleSoft's customer base using the platform provided by a hostile tender offer. Instead of focusing its message on the PeopleSoft Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 2 shareholders to whom the Tender Offer was ostensibly addressed, Oracle unlawfully contacted PeopleSoft customers and embarked on a campaign of disinformation in an attempt to cripple PeopleSoft's ability to sell its software and to poach its customers. Internal Oracle communications elucidate Oracle's true intent. [AN INTERNAL EMAIL SENT THE DAY AFTER THE TENDER OFFER WAS ANNOUNCED EVIDENCES THIS RUSE: "WE'VE CERTAINLY WOUNDED PSFT. . . . EVEN IF WE DON'T END UP CLOSING THE DEAL, THIS IS GOING TO TAKE PSFT TIME TO RECOVER. [P] AND, OF COURSE, OUR CORPORATE IMAGE OF BEING AGGRESSIVE, BRASH, AND MARCHING TO THE TUNE OF A DIFFERENT DRUMMER HAS BEEN REINFORCED. I DUNNO ABOUT YOU GUYS, BUT TODAY I WAS VERY PROUD TO BE AN ORACLE EMPLOYEE!"] 4. Oracle bombarded the market and PeopleSoft's customer base with dissembling and misleading statements concerning its alleged plans to better "support" PeopleSoft customers - although those knowledgeable about Oracle and PeopleSoft products know that an Oracle acquisition of PeopleSoft would impose on existing PeopleSoft customers significant new migration, software modification and re-implementation costs, increased resource demands, and substantial disruption to their businesses. For a substantial number of PeopleSoft customers, it would be impossible for them to convert to Oracle's eBusiness product suite without also spending millions of dollars to buy an Oracle database solution, further complicating a change in their software applications. All would have to accept the less customized solutions offered by Oracle. None of these customers would be able to take advantage of planned upgrades and enhancements from PeopleSoft, since Oracle said it would discontinue those future product plans. 5. Despite the seemingly insurmountable obstacles to moving from PeopleSoft to Oracle's competing application products, Oracle's CEO promised a "graceful" migration to Oracle's applications. An Oracle Executive Vice President stated that customers should not be concerned because Oracle would be utilizing yet-to-be built "very robust migration tools." Such a promise of a "graceful" migration was not only false but also directly contrary to Oracle's internal assessment. [IN FACT, INTERNAL ORACLE DOCUMENTS DEMONSTRATE ORACLE KNEW THAT ANY MIGRATION "CAN BE MESSY." A JUNE 7, 2003 EMAIL ALSO REVEALS THAT EVEN ORACLE'S OWN EMPLOYEES THOUGHT THEIR CEO'S STATEMENTS ABOUT MIGRATION WERE UNTRUE: "I DON'T MIND [ANALYSTS] THUMPING US FOR BEING OVERLY SIMPLISTIC IN Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 3 MIGRATING CUSTOMERS FROM PSFT TO 11I [AN ORACLE PRODUCT] - I'M SURE IT'S NOT AS EASY AS LJE [LARRY J. ELLISON] WAS TRYING TO MAKE IT SOUND LIKE."] 6. When Oracle received almost universally negative feedback to its Tender Offer, Oracle countered with a behind-the-scenes strategy designed to influence analysts to advise customers that they should delay making any decisions to purchase PeopleSoft products or services. [ORACLE TOLD AT LEAST ONE ANALYST THAT ITS REPORT SHOULD INCLUDE ADVISING PEOPLESOFT CUSTOMERS AGAINST MAKING PURCHASING DECISIONS FOR PEOPLESOFT PRODUCTS; IN THE WORDS OF PEGGY O'NEILL, VICE PRESIDENT OF ANALYST RELATIONS, WRITING TO ONE ANALYST: "OBVIOUS CUSTOMER ADVICE SUCH AS WAIT ON PURCHASES UNTIL THIS IS OVER SHOULD BE HIGHLIGHTED." O'NEILL ALSO BRAGGED TO CHUCK PHILLIPS, "SEE HOW INFLUENCEABLE THEY ARE WHEN WE GIVE THEM A LITTLE LOVE! AN EMAIL FROM BETTY CHO, AN ORACLE MARKETING EXECUTIVE, TO AN INDUSTRY ANALYST MENTIONED A "LITTLE BIRDIE" WITHIN PEOPLESOFT WHO FORWARDED THE MARKETING EXECUTIVE INFORMATION ABOUT PEOPLESOFT'S PUBLIC RELATIONS EFFORTS.] 7. Oracle's scheme to confuse the market worked. Analysts began suggesting that, in light of the uncertainty created by the Tender Offer, customers should postpone purchase decisions. Oracle immediately sent this information, and other wildly conflicting stories, to PeopleSoft's current and prospective customers, conveying the message that it was too dangerous to commit to any PeopleSoft deal because, if Oracle succeeds in acquiring PeopleSoft, PeopleSoft and its products and services will disappear, to be replaced with Oracle's applications (which conveniently enough run only on Oracle's database platform). That effort paid off in part, as a number of PeopleSoft's customers worldwide put transactions with PeopleSoft on hold until the Oracle cloud lifts, while others chose to proceed with competitors or to attempt to back out of executed contracts with PeopleSoft. Oracle has now made it clear it intends to keep that cloud intact well into 2004, and repeatedly makes the ominous claim that "time is on our side." 8. Unless enjoined, Oracle's continuing unfair trade practices will cause irreparable harm to PeopleSoft, to 13,000 PeopleSoft and J.D. Edwards employees, and to thousands of its innocent customers worldwide, for which PeopleSoft will have no adequate remedy at law. Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 4 II. PARTIES 9. PeopleSoft is a Delaware corporation, incorporated in 1987. Approximately 3,500 of its over 8,000 employees work out of its principal place of business in Pleasanton, California. PeopleSoft is a leading developer and provider of software technologies and products that manage personnel, customer, and supplier relationships and business operations. PeopleSoft is and was at all times relevant herein qualified to do business in California. 10. J.D. Edwards is a Delaware corporation, founded in 1977. J.D. Edwards' principal place of business is Denver, Colorado, and is and was at all times relevant herein qualified to do business in the State of California. J.D. Edwards is a leading developer and provider of software technologies and products designed to improve an organization's internal operations. On July 18, 2003, PeopleSoft announced that it had successfully acquired over eighty eight-percent (88%) of the outstanding shares of J.D. Edwards pursuant to an exchange offer, and that it expected to acquire the remaining shares by the end of August, 2003. 11. Plaintiffs are informed and believe and on that basis allege that Defendant Oracle is a Delaware corporation with its principal place of business in Redwood City, California. 12. Plaintiffs are informed and believe and on that basis allege that Defendant Pepper Acquisition Corp. is a Delaware corporation formed by Defendant Oracle solely to receive shares in the Tender Offer, with its principal place of business in Redwood City, California. 13. Plaintiffs currently are unaware of the true names and capacities of Does 1 through 100, inclusive, whether individual, partnership, corporation, unincorporated association, or otherwise, and therefore sue these defendants by such fictitious names. Plaintiffs will amend this First Amended Complaint to allege their true names and capacities when ascertained. 14. Plaintiffs are informed and believe and on that basis allege that at all material times, each of the Defendants, including Does 1 through 100, was the agent, servant, employee, partner, joint venturer, representative, subsidiary, parent, affiliate, alter ego, or co-conspirator of the others, that in doing the things hereafter alleged, each was acting within the scope of such agency, service, employment, partnership, joint venture, representation, affiliation, or conspiracy, and that each is legally responsible for the acts and omissions of the others. Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 5 III. JURISDICTION AND VENUE 15. Plaintiff PeopleSoft resides in the County of Alameda. Plaintiff J.D. Edwards does business in this County and all Defendants have the necessary minimum contacts with this forum for the Court to exercise personal jurisdiction. In addition, liability arose in Alameda County. 16. The amount in controversy exceeds the minimum for unlimited civil jurisdiction of this Court. IV. FACTUAL ALLEGATIONS 17. On June 2, 2003, PeopleSoft announced that it had reached a definitive agreement to merge with J.D. Edwards in a $1.7 billion stock-for-stock transaction. The PeopleSoft and J.D. Edwards combination results in the world's second largest enterprise applications software company, displacing Defendant Oracle from that position. 18. On Friday, June 6, 2003, only four days after the merger announcement, Oracle announced that it planned to commence the Tender Offer the following Monday. The $16 cash offer was a mere 5.9% above the previous day's closing market price of $15.11 per share and approximately $0.50 per share lower than PeopleSoft's 30-day high. On June 9, 2003, Oracle formally commenced the Tender Offer. Oracle's CEO described this move as a "war game in a box" that had been "pre-scripted" in case PeopleSoft agreed to merge with J.D. Edwards. 19. Oracle launched its hostile takeover of PeopleSoft with a promise to scrap PeopleSoft's "best of breed" software products. Oracle's CEO, Larry Ellison, who had proclaimed "best of breed is dead, except for dog shows," announced that Oracle would cease selling PeopleSoft's products to new customers. Oracle's CFO, Jeff Henley, told a press conference that Oracle did not intend to "keep [PeopleSoft] alive." Oracle's Executive Vice President admitted that PeopleSoft's products would be placed in "maintenance mode," but customers should not be concerned because Oracle was going to offer "as graceful of a migration path as possible." [ORACLE'S EXECUTIVE VICE PRESIDENT AND A MEMBER OF ITS BOARD, SAFRA CATZ, ADMITTED IN AN INTERNAL EMAIL: "WE REALLY WON'T BE CONTINUING [PEOPLESOFT'S] PRODUCT LINE."] 20. By initially announcing that Oracle intended to retire PeopleSoft's acclaimed software applications and issuing numerous false and misleading statements under the pretense of a hostile Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 6 tender offer, Oracle hoped to harm PeopleSoft as a competitor in the applications software space, adversely affect PeopleSoft's sales, poach PeopleSoft's prospective customers, and otherwise interfere with PeopleSoft's customer relationships through a concerted campaign of fear, uncertainty and doubt. 21. Oracle's scheme was so transparent that shortly after it was announced, its seriousness was widely questioned by industry observers. As Mark Veverka said in a Barron's Online article dated June 9, 2003, analysts and investment bankers "seem to agree that [Oracle CEO Larry] Ellison is not terribly serious about buying PeopleSoft," but "by making a run at the company through an offer that was market value in cash, Ellison at the very least can create confusion, uncertainty and chaos among the customers and employees of both PeopleSoft and J.D. Edwards." Says Jeff Matthews, general partner at Ram Partners, a Greenwich, Connecticut-based hedge fund: "[I]t sounds like they want to shut down PeopleSoft almost entirely. This isn't a takeover; it's a hostage-taking." Those views are perhaps guided by Mr. Ellison's prior forays into hostile takeover attempts of Apple Computer (where he launched and quickly withdrew what he called a "trial balloon"), and Gupta Corporation (where he moved to acquire the company ostensibly to improve Oracle's low-end product line, and then later abandoned the unsolicited bid while still making a profit). Ellison has been misleading with regard to his interest in J.D. Edwards, as well. Oracle initially sued PeopleSoft to block the J.D. Edwards acquisition, and inserted a condition in its Tender Offer that would have allowed Oracle to abandon the Tender Offer in the event PeopleSoft acquired J.D. Edwards by issuing new shares of PeopleSoft stock. As well, Ellison publicly disparaged and belittled J.D. Edwards, injecting confusion into J.D. Edwards' customer base due to the perception that Oracle's acquisition of PeopleSoft might result in the cancellation of the PeopleSoft-J.D. Edwards merger agreement. After analysts and industry observers denounced the Tender Offer as a transparent effort to disrupt PeopleSoft's acquisition of J.D. Edwards - and after this lawsuit was first filed - Ellison suddenly changed course, stating that he "would love to have both PeopleSoft and J.D. Edwards." [IN FACT, ELLISON NEVER DISCLOSED THE EXTENT TO WHICH ORACLE HAD BEEN CONSIDERING THE POSSIBLE ACQUISITION OF J.D. EDWARDS IN THE MONTHS IMMEDIATELY PRECEDING PEOPLESOFT'S ANNOUNCEMENT OF ITS ACQUISITION OF J.D. EDWARDS, AND THAT ITS INVESTMENT BANKERS HAD MADE CONFIDENTIAL Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 7 PRESENTATIONS TO ORACLE MANAGEMENT AS EARLY AS THE FALL OF 2002, CONCERNING A POSSIBLE STRATEGIC RELATIONSHIP WITH J.D. EDWARDS.] 22. Mr. Ellison recently proclaimed "with or without us, PeopleSoft cannot survive." PeopleSoft is informed and believes, and thereon alleges, that Ellison also has told PeopleSoft customers directly that PeopleSoft is "dead." Oracle's tactics demonstrate that Oracle is following its CEO's command to destroy PeopleSoft. [AS PART OF ITS ORCHESTRATED "WAR GAME IN A BOX," ORACLE MISTAKENLY ASSUMED IT WOULD HAVE TEN DAYS TO LAUNCH AN ASSAULT ON PEOPLESOFT'S CUSTOMER BASE WITHOUT BEING IMPEDED BY PEOPLESOFT BECAUSE UNDER FEDERAL LAW, PEOPLESOFT HAD TEN DAYS TO CONSIDER THE OFFER BEFORE RESPONDING TO IT. THUS, ORACLE'S STRATEGY INCLUDED IMMEDIATELY CONTACTING INDUSTRY ANALYSTS IN AN ATTEMPT TO INFLUENCE THEIR VIEWS. AS O'NEILL, WHO WORKED ON INFLUENCING INDUSTRY ANALYSTS, PUT IT: "THEREFORE, WE HAVE THIS 10-DAY WINDOW TO ACTIVELY TALK WITH ANALYSTS AND PSFT WON'T BE IN A POSITION TO ANSWER BACK."] 23. [INTERNAL ORACLE DOCUMENTS REVEAL THAT THE PURPOSE OF THIS ATTEMPT TO MOLD THE OPINIONS OF THE INDUSTRY ANALYSTS WAS AT LEAST TWO-FOLD. FIRST, ORACLE HOPED TO CONVINCE THE INDUSTRY ANALYSTS THAT MOVING FROM THEIR PEOPLESOFT PRODUCTS TO ORACLE PRODUCTS WAS SOMEHOW GOOD FOR THE CUSTOMER. SECOND, ORACLE TOOK THE VIEW THAT ANYTHING THAT COULD HURT PEOPLESOFT IN THE MARKETPLACE COULD DRIVE DOWN THE PRICE OF PEOPLESOFT STOCK, THEREBY MAKING ORACLE'S LOW-BALL OFFER APPEAR ATTRACTIVE TO PEOPLESOFT'S STOCKHOLDERS.] 24. Oracle knows - but has studiously failed to disclose to the public - that there are potentially insurmountable barriers to consummating the Tender Offer. Indeed, buried in the documents filed with the SEC which describe the Tender Offer is the fact that Oracle is under no obligation to purchase a single tendered PeopleSoft share should it determine that (a) the disruption to PeopleSoft's sales and business - disruption that Oracle itself is causing by launching the Tender Offer and engaging in the unfair trade practices directed at PeopleSoft and its customers - is a "materially adverse" development, or (b) "the value of the [PeopleSoft] shares to us" has materially lessened. These facts reveal the Tender Offer to be completely illusory, and further expose the motivation behind it. Nevertheless, Oracle's management continued to mislead the market, and PeopleSoft customers, concerning the hugely conditional nature of its Tender Offer. As Oracle's Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 8 CFO, Jeff Henley, obscurely noted in Oracle's June 16 conference call, "if all those conditions are met, I think it's an unconditional offer." By launching its offer near the close of PeopleSoft's second fiscal quarter, Oracle designed it to cause maximum harm to PeopleSoft by trying to impair PeopleSoft's financial results for the quarter, possibly causing PeopleSoft's stock price to decrease. Should that happen in the future, Oracle can claim a "materially adverse" development that lessens the "value to us" of PeopleSoft's shares, and then just walk away from the Tender Offer without having purchased a single share. 25. Lastly, Oracle faces a formidable barrier in its attempt to eliminate competition through its hostile tender offer: the federal and state antitrust laws. Oracle's plans are undergoing a rigorous analysis by skeptical government regulators and attorneys, and the outcome of its mandatory antitrust review is in serious doubt. Despite its early pronouncements of a "highly fragmented" market and claims that its Tender Offer presented no antitrust difficulties, on June 30, 2003, the antitrust division of the United States Department of Justice issued its "second request" - indicating that the proposed transaction will receive heightened antitrust scrutiny and could potentially be blocked - seeking extensive additional information necessary for its investigation. Earlier, on June 18, 2003, Connecticut's Governor, Attorney General, and Comptroller announced they had filed an antitrust lawsuit against Oracle to block the hostile takeover of PeopleSoft, noting in their press release that Oracle's proposed takeover "would violate state and federal anti-trust laws, directly damage the state and its economy, and raise prices for businesses, governments and consumers by significantly reducing competition in the markets PeopleSoft serves and forcing current PeopleSoft customers to replace their software with other companies' products." That press release also announced the assembly of a "powerful coalition of states and other consumers that will suffer the same unacceptable costs if this unlawful, anti-competitive takeover is permitted." It was subsequently announced on August 1, 2003, that Attorneys General from approximately 30 states had formally agreed to cooperate in an antitrust investigation of Oracle's hostile tender offer. In addition, CNET reported on August 8, 2003, that "Oracle's hostile bid for PeopleSoft is currently under review by Canadian antitrust regulators," who began their review "shortly after the software company announced its plans in June to acquire competitor PeopleSoft in a hostile bid." Meta Group, an Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 9 industry analysis firm, stated on July 23, 2003, that among the "numerous obstacles that make [the tender offer] unlikely to be consummated in its current form" is that a ruling from the Justice Department is still "3-6 months away." A. CUSTOMER AND INDUSTRY REACTION TO THE TENDER OFFER 26. Oracle's initial announcement caused a firestorm of hostile customer and prospective customer reaction, especially because Oracle had essentially announced that multi-million-dollar investments in enterprise software by PeopleSoft's thousands of customers would be in severe jeopardy, that customers who had earlier considered and rejected Oracle's troubled application products would ultimately be forced to "migrate" to Oracle's products, and those customers who did not utilize Oracle's database products would be forced to switch database platforms as well as migrate their applications. 27. Industry groups also noted the enormous threat posed by Oracle. As one worried customer told Dow Jones Business News, switching to Oracle will be "almost like starting over." The Higher Education User Group issued a press release advising that: [Oracle's] threat to terminate development of our higher education applications is appalling. The offer to help us migrate our applications onto a different suite is unacceptable in terms of impact to our students, to our faculty, and to our staff," stated Ola Faucher, HUEG President. "A migration to an ERP suite we purposely did not choose in the first place would force our institutions to expend vast amounts of money, precious staff time and talent, and place our core business processes at risk. The Distributors and Manufacturers User Group issued its own press release, opining that: Oracle must have very little respect for PeopleSoft's customers to believe that any manufacturing organization running mission-critical applications could `gracefully' switch from one vendor's application suite to another at minimal cost. Oracle's declared strategy would cost manufacturing customers millions of dollars and disrupt their operations. In a press release, the International Customer Advisory Board, an independent 17 member organization representing PeopleSoft's 5,100 customers worldwide, stated that: Oracle's expressed intention to discontinue the PeopleSoft product line is of grave concern to organizations that have chosen PeopleSoft applications to run their businesses. We feel strongly that an Oracle acquisition of PeopleSoft would reduce competition and force PeopleSoft users to migrate from their current applications and possibly database platforms -- this unnecessary, expensive and risky effort is clearly not in the best interest of PeopleSoft customers. Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 10 Similarly, Quest, the J.D. Edwards User Group, an independent organization representing J.D. Edwards users in more the 50 countries, came out in favor of PeopleSoft's merger with J.D. Edwards and against the Oracle takeover bid, stating: We believe the Oracle deal would significantly reduce the number and quality of choices for consumers of enterprise software and, ultimately, substantially harm the members of our organization. . . . The 'sound bites' from Oracle's upper management suggest that this deal is not intended to benefit consumers by enhancing the current product offerings of either company, but rather to remove one competitor from the marketplace. The loser in the end won't be J.D. Edwards, PeopleSoft or Oracle. It will be users, such as those represented by Quest. The Healthcare Industry User Group has likewise noted its opposition to the deal: [Oracle's] offer to help us migrate our applications to a different suite is anything but reassuring. . . .At a time when 44 million Americans remain uninsured and the economy is in a downturn, healthcare institutions have a responsibility to use their resources wisely. Investing millions of dollars migrating to an ERP solution that most of us did not choose in the first place is clearly not in our best interest. In addition to the monetary investment, the training time for staff would pose a real threat of placing our core business processes at risk. 28. In what several prominent news organizations and analysts have branded "backpedaling," Oracle in recent weeks has begun issuing announcements that it was now "committed" to supporting PeopleSoft products, but without (a) retracting its earlier statements and (b) providing any meaningful detail as to what its new "commitment" entails. Despite its public statements and advertisements that it would provide "flexible upgrades" for PeopleSoft products, Oracle never has said what that means, because it candidly does not intend to provide such upgrades--only "maintenance mode." As one industry observer has stated, if Oracle stops upgrading the PeopleSoft product line, "in this industry that is a quick death." B. MARKET REACTION TO THE TENDER OFFER 29. Market reaction to the announcement of the Tender Offer was swift and decisive. The market considered the price offered by Oracle for PeopleSoft shares to be significantly lower than their true value - an attempt to "lowball" PeopleSoft's shareholders. In the hours following Oracle's announcement, the market price of PeopleSoft's shares increased in value by over 23%, finally closing on June 6, 2003, at $17.82, an increase of almost 18% over the previous day's close and $1.82 (11.4%) higher than Oracle's $16 per share offer. Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 11 30. Oracle's machinations did not escape notice by commentators and analysts, who agreed that Oracle's initial offer was not serious, and Oracle's stated intention to eliminate PeopleSoft's products on completion of the Tender Offer was designed to, and likely would have, a chilling effect on PeopleSoft's existing and potential customers, perhaps causing them either to abandon PeopleSoft altogether or delay new sales and product upgrades until the fate of the company is clarified. In one particularly memorable June 16, 2003 news conference, Oracle's harried executives were met with a firestorm of criticism so extensive that Oracle did not post the transcript on its website, claiming falsely that "technical difficulties" prevented it from doing so. The truth is Oracle had a transcript of that session, but chose not to publish it on its web site because of the harsh nature of the questions posed by analysts and the press. The full transcript, which Oracle only recently produced to PeopleSoft as "confidential," is revealing. [ONE ANALYST ADVISED CHUCK PHILLIPS AND JEFF HENLEY THAT ORACLE'S BID WAS "DRAMATICALLY UNDER-VALUED"; HE WAS HAPPY PEOPLESOFT WAS FIGHTING BACK "BECAUSE YOU GUYS WERE SCREWING WITH THEIR BUSINESS"; "IF YOU MADE A REAL BID, IT WOULD BE A DIFFERENT STORY"; WHAT THE ORACLE EXECUTIVES WERE SAYING "SOUNDS RIDICULOUS"; THIS "WAS A BULLSHIT BID -- USING THE VERNACULAR, OKAY?"; AND A RECENT WALL STREET JOURNAL ARTICLE WAS CORRECT IN SAYING THAT "LARRY ELLISON IS NOT REAL, THAT HE DOES THIS ALL THE TIME, THAT HE MAKES B.S. THINGS AND THEN DOESN'T FOLLOW THROUGH ON THEM." ANOTHER ANALYST CONTINUED THE HARSH OBSERVATIONS ABOUT ORACLE: "YOU'RE ILLUSTRATING EXACTLY WHY A LOT OF PEOPLE DON'T LIKE YOUR COMPANY . . . NO ONE SUPPORTS YOU, NO ONE BELIEVES YOU." ONE ANALYST WAS CUT OFF BY ORACLE WHEN HE SAID ORACLE WAS "APPEALING TO THE LOWEST COMMON DENOMINATOR OF SHORT TERM SHAREHOLDER'S INTEREST," AND THAT ORACLE WAS PROVING "THAT ALL YOU'RE TRYING TO DO IS DISRUPT" THE J.D. EDWARDS MERGER. AN ADDITIONAL QUESTIONER OBSERVED, "IF I WAS A PEOPLESOFT CUSTOMER RIGHT NOW, I WOULD PROBABLY BE PRETTY UNHAPPY THAT I HAVE TO GO THROUGH A VERY EXPENSIVE MIGRATION OVER TO ORACLE." ONE PARTICIPANT NOTED THAT "THE APPROACH YOU'RE TRYING TO WORK NOW . . . APPEARS TO ME TO CONTINUE TO BADMOUTH PEOPLESOFT." THE RELENTLESS CRITICISM FINALLY PROMPTED HENLEY TO NOTE THAT HE WAS "RUNNING OUT OF PATIENCE" WITH THE QUESTIONS HE WAS RECEIVING.] As reported in the Wall Street Journal, Oracle's Phillips acknowledged that "from the very first meeting, there were fingers pointed in my face." Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 12 31. In light of the furious reaction of financial and market analysts, Oracle succumbed to the ridicule and raised its offer to $19.50, falsely claiming that it did so because the feedback it had received from PeopleSoft shareholders indicated that a $19.50 price was appropriate. In fact, as of August 8, 2003, only about 10% of PeopleSoft stockholders has found this price attractive enough to cause them to tender their shares to Oracle, and there is no reason to believe that Oracle's Tender Offer will ever be consummated. Nevertheless, Oracle persists with its "customer outreach campaign" to disrupt PeopleSoft customer relationships, under the guise of its clearly inadequate Tender Offer. C. ORACLE'S FALSE, MISLEADING AND DECEPTIVE STATEMENTS AND OMISSIONS 32. Oracle's false, misleading and deceptive statements and omissions have included: (i) mischaracterizing what Oracle initially told the public about its plans to stop selling PeopleSoft products; (ii) mischaracterizing or omitting vital information about PeopleSoft's products; (iii) mischaracterizing or omitting vital information about Oracle's ability to provide support to PeopleSoft's customers; (iv) mischaracterizing or omitting vital information about the cost to PeopleSoft customers of its plan to "migrate" them to Oracle; (v) mischaracterizing or omitting vital information about its true intentions vis-a-vis PeopleSoft and its products; and (vi) failing to disclose that government regulators are unlikely to allow Oracle to acquire PeopleSoft. The following Oracle statements are representative of the false, misleading, and deceptive statements Oracle has made: a. In its conference call of June 6, 2003, called ostensibly to announce its offer to purchase stock from shareholders, Oracle directed its focus to PeopleSoft's customers. Thus, Oracle claimed "[PeopleSoft customers] will also be offered a no extra license charge [sic], a product migration to the equivalent Oracle product." This statement is false, misleading, and likely to deceive PeopleSoft customers, and omits critical information which Oracle knows is vital to PeopleSoft customers. The license charge is only one relatively small part of the total cost of ownership of software that businesses use to run their enterprises. PeopleSoft's customers will have to incur consulting, integration, and conversion costs, over and above any waived license fee, and those costs will be substantial. A substantial portion of PeopleSoft's current customers who do not run their PeopleSoft products on the Oracle database would Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 13 have to purchase and switch to an entirely new database, potentially costing them millions of dollars in out-of-pocket costs, along with the attendant business disruption costs that would result from such a massive undertaking. b. Oracle also claimed during that call: "Though we will not be actively selling PeopleSoft products to new customers, we will provide enhanced support for all PeopleSoft products . . . . For PeopleSoft customers, we'll provide enhanced support and make it easy for them to upgrade to a broader and fully integrated E-business suite . . . One of the things we're going to do immediately is improve the quality of support." In addition, in an amendment to Oracle's Tender Offer Statement filed with the SEC on June 10 (the "June 10 Amendment"), Oracle stated that "Customer support will improve." These statements are false, misleading, and likely to deceive PeopleSoft customers, and they omit critical information which Oracle knows is vital to PeopleSoft customers. Oracle has no basis for its claim that it will provide enhanced support - especially if Oracle fires the bulk of PeopleSoft's employees, as its CEO has predicted, or those employees simply refuse employment with Oracle. Moreover, Oracle has omitted critical information about which PeopleSoft customers will be entitled to upgrade rights, and which will be stranded with a product Oracle will eliminate; Oracle has not disclosed whether, for example, new PeopleSoft customers who sign contracts after the Tender Offer commenced will be entitled to upgrade rights, or whether these new customers will become an "orphan" class of PeopleSoft customers. Further, Oracle's support for its own products leaves much to be desired, and Oracle will be hard pressed to show how it can "enhance or "improve" PeopleSoft's best of breed support of its own products. c. Oracle also stated on the June 6 call: "PeopleSoft customers will benefit from having access to a migration path that will be optimized for moving to a broader and more fully integrated E-business suite" and "PeopleSoft's development team will also build the upgrade migration scripts from PeopleSoft products to the Oracle E-Business Suite." These statements are false, misleading, and likely to deceive PeopleSoft customers, and omit facts which render them deceptive and misleading. Oracle's subsequent public statements falsely Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 14 claimed it did not intend to migrate customers from their chosen PeopleSoft "best of breed" products to Oracle products and falsely claimed its public record statements had been "misconstrued." Further, Oracle applications only run on Oracle's database and application server. Moreover, as with all hostile takeovers, there is no guarantee that Oracle will have a "PeopleSoft development team" to create such a "migration path." [INDEED, AN EMAIL FROM CHUCK PHILLIPS TO A PEOPLESOFT CUSTOMER STATES THAT "MIGRATING BETWEEN RELEASES IS NEVER COST FREE," AND THAT MIGRATION IS "NOT MAGIC AND WILL REQUIRE SOME CONSULTING FOR THE CONSIDERABLE FUTURE." IN ADDITION, PHILLIPS STATED, "YOU ARE CORRECT THAT MIGRATING BETWEEN RELEASES IS NEVER COST FREE AND CONSULTING IS INVOLVED. WE NEVER SAID OTHERWISE AND THAT'S A FACT OF LIFE AS ANYONE REMOTELY FAMILIAR WITH SOFTWARE KNOWS." ORACLE DOCUMENTS PRODUCED TO DATE SHOW THAT, RATHER THAN BEING "EASY" OR "GRACEFUL," THE MIGRATION OF PEOPLESOFT CUSTOMERS TO THE ORACLE PLATFORM WAS BEING DESCRIBED AS "MESSY" - AND CERTAINLY "NOT AS EASY" AS ELLISON AND OTHER TOP ORACLE MANAGEMENT WAS PUBLICLY STATING.] Despite these internal acknowledgements that the migration of PeopleSoft customers to the Oracle platform would be extremely time consuming and costly, Larry Ellison nevertheless continued to push the plan to talk to PeopleSoft customers about how "to make migration easy." d. Oracle's statements that its migration path for PeopleSoft customers would be "graceful" and "easy" also are false and misleading because they fail to disclose that the true costs of a complex migration from PeopleSoft to Oracle applications could be millions of dollars per customer. As the Meta Group observed in a research report dated June 6, 2003 such a migration "would require about 80% of the original work and effort of a wholly new" enterprise software installation. Oracle has offered PeopleSoft customers "free licenses" for Oracle's enterprise software applications, while downplaying the significant cost customers would face to purchase the Oracle database platform, and to otherwise migrate to the Oracle platform. These massive additional and unplanned migration costs may cost hundreds of millions of dollars to public institutions and state and local government agencies in the State of California alone, and adversely affect California citizens and taxpayers who ultimately will Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 15 be required to shoulder the financial burden of these unforeseen expenses. Similar migration costs may be incurred by public institutions in other states throughout the United States. e. Oracle also represented on the June 6 call: "most PeopleSoft customers are running on the Oracle database, so immediately we can provide one-stop support supporting both their applications and their install [sic] base." This statement is false, misleading, and likely to deceive PeopleSoft customers, and omits critical information which Oracle knows is vital to PeopleSoft customers. A substantial portion of PeopleSoft's current customers do not run their PeopleSoft products on the Oracle database and may have to purchase and switch to an entirely new database, potentially costing them millions of dollars. All will suffer disruption to their business because of a conversion to new, often mission-critical systems. In addition, the statement omits to disclose that even customers who run their PeopleSoft products on the Oracle database have customized the software extensively, and such customization may be difficult for Oracle to support even if the customer is on an Oracle database. f. On the June 6 call, Oracle promised to make the migration from PeopleSoft 7 to Oracle's E-business suite "easy" and "graceful." This statement is false, misleading, and likely to deceive PeopleSoft customers, and omits critical information which Oracle knows is vital to PeopleSoft customers. First, it runs directly contrary to Oracle's later claims that it does not intend to "migrate" PeopleSoft customers to Oracle products. Numerous industry experts have scoffed at these "easy" and "graceful" claims as 2003 examples of Oracle's legendary practice of selling products and services that do not exist. A substantial portion of PeopleSoft's current customers do not run their PeopleSoft products on the Oracle database and will have to purchase and switch to an entirely new database, potentially costing them millions of dollars and disrupting legions of other software programs and solutions running on their existing database. The claim also relies on the unwarranted assumption Oracle will be able to hire the "top" PeopleSoft developers necessary for such a migration. g. On the June 6 call, Oracle made the following present tense statement: "We're also taking some of the top PeopleSoft developers . . . ." This is false, misleading, and likely to Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 16 deceive PeopleSoft customers, and omits critical information which Oracle knows is vital to PeopleSoft customers. Oracle has taken none of PeopleSoft's developers pursuant to its Tender Offer, let alone any of its "top" developers. h. Oracle stated in the June 10 Amendment: "Many members of the PeopleSoft product development team will join the Oracle development organization to ensure that subsequent versions of the Oracle E-Business Suite will have the best features from both product families and benefit from the contributions of those developers to enhance our products." This statement is false, misleading, and likely to deceive PeopleSoft customers, and omits critical information which Oracle knows is vital to PeopleSoft customers. Oracle has no basis for its claims that many members of PeopleSoft's product development team "will" be joining Oracle at any time, and Oracle fails to disclose that if such PeopleSoft employees do not choose to work for Oracle, its professed plan to integrate "the best features from both product families" will fail. i. Oracle's Ellison also stated on the June 6 call: "[i]t's not easy to move from PeopleSoft 7 to PeopleSoft 8. Just going from PeopleSoft 7 to PeopleSoft 8 is a major, major effort." Ellison went on to claim "It's certainly as easy as going from PeopleSoft 7 to PeopleSoft 8, moving to Oracle products." These statements are false, misleading, and likely to deceive PeopleSoft customers, and omit critical information which Oracle knows is vital to PeopleSoft customers. Oracle has no basis for its claims that it is just as "easy" to switch to a very different Oracle product, with its different platform and user interfaces. [IN FACT, CONTEMPORANEOUS INTERNAL ORACLE DOCUMENTS SHOW THAT ON JUNE 7, 2003, PEGGY O'NEILL EMAILED CHUCK PHILLIPS TO SAY THAT "ANALYSTS [WERE] DINGING [ORACLE] FOR GLOSSING OVER THAT VERY SAME MIGRATION." SHE CONCEDED THAT "DEPENDING ON HOW WE DO IT, THE MIGRATION CAN BE MESSY, AND THEY'RE CALLING US ON IT."] j. Oracle also stated on the June 6 call: "we're not going to push the PeopleSoft customers to move to Oracle . . . . [O]ur intention is to improve and extend the support services to [PeopleSoft's] customers." This statement is false, misleading, and likely to deceive PeopleSoft customers, and omits critical information which Oracle knows is vital to Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 17 PeopleSoft customers. Oracle announced that it plans to eliminate the PeopleSoft product line - requiring PeopleSoft's customers to change to some other product - and has offered its software for "free." Indeed, Oracle betrayed its real intent later in the call: "we'll try to figure out how many [PeopleSoft customers] are moving from PeopleSoft 7 to PeopleSoft 8, assess an interest [in] how many want to move to the Oracle E-business suite and how soon." Oracle sales representatives have also advised customers that Oracle will "within time migrate PeopleSoft customers over to Oracle," and "all future products will be offered on the Oracle platform." k. In its June 9, 2003, Offer to Purchase, available on Oracle's web-site and filed with the SEC, Oracle reiterated many of the false, misleading, and/or deceptive statements discussed above. Oracle stated that it will be "providing enhanced and extended support for the Company's products, incorporating advanced features from the Company's products into future versions of the Oracle eBusiness Suite, facilitating the migration path for the Company's customers from the Company's products to the Oracle eBusiness Suite . . . ." For the reasons discussed above, these statements are false, misleading, and likely to deceive PeopleSoft customers, and omit critical information which Oracle knows is vital to PeopleSoft customers. l. Oracle was widely criticized for its initial position it intended to buy and then kill off PeopleSoft. Oracle's reaction was to backpedal and then claim it had been misquoted or its statements misconstrued. The July 14, 2003 Daily Deal put it succinctly: "After capturing international headlines by initially blurting out that Oracle Corp. would shutter rival PeopleSoft Inc. and scrap its line of enterprise software products should its hostile bid succeed, Oracle's CEO Larry Ellison has been energetically backpedaling." That Oracle backpedaling went so far as to include during a July 17 "Town Hall" meeting for PeopleSoft customers, a claim by Oracle's Chuck Phillips that Oracle had never said it would not sell PeopleSoft products to new customers and was actually going to continue to improve and enhance PeopleSoft products. The truth was that Phillips himself had told the press earlier that PeopleSoft's products would be put in "maintenance mode" by Oracle, and Oracle's CEO Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 18 had told the public the products would not be sold to new customers. [MOREOVER, ELLISON'S "RIGHT HAND" EXECUTIVE, SAFRA CATZ, SENT AN EMAIL ON JUNE 6, 2003 STATING UNEQUIVOCALLY THAT "WE REALLY WON'T BE CONTINUING THEIR PRODUCT LINE." INTERNAL ORACLE DOCUMENTS INDICATE THAT IT WAS PROPOSED THAT WHEN A "CUSTOMER INQUIRES ABOUT BUYING PEOPLESOFT PRODUCTS FROM ORACLE," ORACLE'S RESPONSE SHOULD BE THAT "ORACLE WILL NOT SELL PEOPLESOFT PRODUCTS TO NEW CUSTOMERS."] m. Oracle also falsely communicated to PeopleSoft customers that its ability to successfully complete the very complex integration of PeopleSoft features and functions into existing Oracle database and applications products is fairly demonstrated by its previous experience in managing the support and integration of the RDB database platform acquired from Digital Electronics Corporation in 1994. For example, in a press release dated June 20, 2003, targeted to PeopleSoft customers, Larry Ellison sought to assure customers by saying "We know how to do this. Ask any customer from our RDB database acquisition from Digital Equipment Corporation. Nearly nine years later, we are still providing world-class support to thousands of RDB customers running mission-critical applications." Similarly, in its "PeopleSoft Customers Town Hall" on July 17, 2003, Chuck Phillips cited Oracle's continuing support for RDB as an example to PeopleSoft customers that "there's no risk to your PeopleSoft IT investment." Contrary to these false assurances that Oracle could handle a complex integration project, Oracle and its senior management failed to disclose the disastrous failed integration effort the company attempted and abandoned with its "Oracle CPG" product. This product, launched in 1996, was an attempt to create an enterprise software solution tailored to the needs of consumer packaged goods producers, including customers such as Tri-Valley Growers and Kellogs. The CPG product was so flawed and problematic that Oracle instructed customers to abandon the product in October 2000, in the midst of customer lawsuits and widespread adverse publicity. Ellison admitted publicly that the Oracle CPG product was a "huge mistake," and a Tri-Valley IT manager, speaking to the press after Tri-Valley went bankrupt, referred to the integration effort as "very tragic." Oracle Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 19 not once mentioned this horrific integration fiasco in its communications with PeopleSoft customers. n. Oracle's campaign of deception even included deception about its own product plans. [NOTWITHSTANDING ORACLE'S REPEATED CLAIMS THAT IT NOW INTENDS TO SUPPORT PEOPLESOFT'S PRODUCTS, THE HIGHEST LEVELS WITHIN ORACLE DECIDED TO HIDE FROM THE PUBLIC ORACLE'S OWN DECISION TO ANNOUNCE A "DESUPPORT DATE FOR [ORACLE'S] 11.0." AS ORACLE'S SPOKESPERSON, JIM FINN, PUT IT IN AN INTERNAL EMAIL, ANNOUNCING ORACLE'S DECISION TO CEASE SUPPORT OF ITS OWN OLDER PRODUCT "WOULD BE THE WRONG SIGNAL TO CUSTOMERS AND WOULD BE SEIZED UPON BY PSFT AND THEIR ADVISORS TO COUNTER LARRY'S ASSERTIONS THAT PSFT CUSTOMERS CAN TAKE THEIR TIME UPGRADING TO ORCL. BAD OPTICS."] o. Oracle repeatedly represented to the market that its application business was thriving in comparison to PeopleSoft's, and that it was winning in head-to-head competition with PeopleSoft. In truth, Oracle's application business was down 8% from the last fiscal year, and over the last three years, Oracle's applications licensing revenue had declined by almost 25%, while PeopleSoft's increased by approximately 3 1/2%. [FURTHER, AT THE TIME ELLISON WAS MAKING THESE CLAIMS, HE WAS THE RECIPIENT OF AN INTERNAL EMAIL SHOWING THAT OVER THE PAST YEAR, ORACLE WAS LOSING IN HEAD-TO-HEAD COMPETITION WITH PEOPLESOFT.] p. On June 17, 2003, Larry Ellison observed that Oracle's hostile tender offer for PeopleSoft posed "no antitrust concern." This statement is false and misleading, because on July 1, 2003, after the Justice Department had issued a "second request" for information related to the Tender Offer - a development that forced Oracle to abandon its challenge to the J.D. Edwards acquisition, and to put off indefinitely its request for a hearing in the Delaware litigation it had commenced - Ellison admitted that Oracle had "expected" this development. 33. Oracle also launched full-page ads in, and provided interviews for, several major periodicals, including the Wall Street Journal and the New York Times, containing numerous false and misleading statements. By way of example: Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 20 a. Oracle's CEO attacked PeopleSoft's shareholder rights plan, claiming it should be "outlawed," while failing to disclose that Oracle itself had a more restrictive shareholder rights plan; b. Oracle claimed that PeopleSoft directors were selling shares while advising shareholders not to tender theirs, knowing full well that (a) only a single director had sold; and (b) that director was selling pursuant to a non-discretionary and publicly-disclosed plan under a safe harbor provision promulgated by the Securities and Exchange Commission; c. Oracle charged PeopleSoft with forming special purpose entities to "bury R&D expenses and distort financial statements," apparently hoping to tar PeopleSoft with an Enron-type scandal, when the only possible transaction that could even remotely be described as a "special purpose entity" was a spin-off made in January 1999, a spin-off that had been reviewed with the SEC beforehand, was the subject of full and extensive public disclosure and which, in any event, was no longer in existence as of late 2002; and d. Oracle claimed that PeopleSoft had launched a "double your money back guarantee" for customers designed as a "poison pill," however, the trigger for payments under that program would never take place unless Oracle was lying about its intention to fully support PeopleSoft's products. D. ORACLE HAS INTERFERED WITH PEOPLESOFT'S CONTRACTS AND PROSPECTIVE ECONOMIC ADVANTAGE 34. Oracle's scheme is and was to force a delay or impede PeopleSoft's signing of a number of customer contracts, which would lead to lower-than-expected license revenues. Dow Jones Business News reports that Oracle Executive Vice President Chuck Phillips "defended the $16 a share price tag, saying PeopleSoft shares could drift lower in coming weeks." CBS Market Watch reported an analyst's prediction that: "[A]s PeopleSoft approaches the end of its second quarter, . . . the company will have trouble meeting sales targets as confusion about the Oracle and J.D. Edwards bids scares away would-be customers. As a result, the company's stock will suffer, and Oracle's current offer might look a lot more appealing." [INTERNAL ORACLE DOCUMENTS CONFIRM THIS WAS ORACLE'S PLAN: HURT PEOPLESOFT ENOUGH SUCH THAT ORACLE'S BID LOOKED ATTRACTIVE. ANALYST RELATIONS Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 21 SPECIALIST O'NEILL QUOTED CHUCK PHILLIPS AS BOASTING, "TIME IS ON OUR SIDE, BECAUSE THE MORE TIME GOES ON, THE LESS LIKELY ANOTHER SUITOR EMERGES, THE MORE LIKELY PEOPLE START WORRYING ABOUT WHAT WILL HAPPEN TO THE FUTURE OF PSFT, AS THE JDE MERGER IS EXPECTED TO CLOSE IN THE FALL. WE MIGHT FORCE PSFT TO CHANGE THEIR JDE TERMS TO A CASH DEAL TO ACCELERATE THINGS, WHO KNOWS? THAT COULD HURT PSFT TOO, AND AGAIN, THE MORE SOMETHING HURTS PSFT, THE MORE LIKELY THAT SHARE PRICE DROPS AND $16 STARTS LOOKING BETTER." SHE ALSO CROWED THAT "PSFT IS IN DISARRAY."] 35. While the Tender Offer is ostensibly directed at PeopleSoft's shareholders, Oracle has directed the bulk of its activities at PeopleSoft's customers. Oracle has acted to intentionally interfere with PeopleSoft's contracts and with PeopleSoft's prospective economic advantage, and among other things: a. On June 23, 2003, a Vice President of an Oracle subsidiary wrote to PeopleSoft Customer A, enclosing a "document, which [Oracle] consider[s] very important for [Customer A] to take into consideration during your process of evaluation [of a Human Resources product]." The document was the Gartner report which (i) advised those considering a purchase of PeopleSoft or J.D. Edwards products not to "sign a deal unless it becomes clear whether Oracle's plans to acquire PeopleSoft are serious"; (ii) noted that PeopleSoft will feel a "short-term negative impact on revenue as customers delay purchase and upgrade decisions"; (iii) opined that "Oracle will benefit by removing an enterprise application competitor"; and (iv) concluded that "Oracle will not support any PeopleSoft products in the long term," and thus "in building any exit strategy, PeopleSoft customers should evaluate how long installed products will support their business needs and should understand what migration plans Oracle will suffer." This report sent out by Oracle also advised customers to breach their contracts with PeopleSoft: "Those that recently decided to upgrade to v.8 [of PeopleSoft's product] should reconsider since Oracle will likely provide only minimal enhancements to v.8." PeopleSoft is informed and believes and thereon alleges that Oracle widely disseminated this report and others which advised customers not to purchase or to delay purchases of PeopleSoft products in light of Oracle's hostile tender offer; Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 22 b. On June 6, 2003, the same day Oracle announced its intention to launch its hostile Tender Offer, an Oracle representative contacted Customer B and told the customer it would be "dangerous" to purchase a PeopleSoft portal solution in light of the Tender Offer. PeopleSoft is informed and believes and thereon alleges that Oracle's sales representatives and agents made the same and similar remarks to numerous other PeopleSoft customers and prospective customers; c. On June 27, 2003, an Oracle employee emailed PeopleSoft Customer C and advised that Oracle understood Customer C was currently going through a roll-out of PeopleSoft software, and that Oracle would "within time migrate PeopleSoft customers over to Oracle," and that "all future products will be offered on the Oracle platform." PeopleSoft is informed and believes and thereon alleges that Oracle's sales representatives and agents made the same and similar remarks to numerous other PeopleSoft customers and prospective customers; and d. PeopleSoft is informed and believes and thereon alleges that Oracles sales representatives and agents informed numerous other PeopleSoft customers and prospective customers of the Tender Offer and its effect on PeopleSoft's products and services, thereby causing customers to delay or cancel planned purchases. Among those purchases delayed or cancelled were contracts valued at more than $170 million with two public sector entities, Customers D and E. E. THE UNFAIR PRACTICES - INCLUDING ORACLE'S FALSE, MISLEADING AND DECEPTIVE STATEMENTS - ARE AN ILLEGAL ATTEMPT TO MISLEAD PEOPLESOFT CUSTOMERS AND TO INTERFERE WITH PEOPLESOFT'S CUSTOMER RELATIONSHIPS 36. Oracle's media blitz and contacts with PeopleSoft customers about the Tender Offer - ostensibly aimed at PeopleSoft's shareholders but really directed at PeopleSoft's current and potential customers - is an attempt to confuse those customers, and foster a climate of fear, uncertainty and chaos to harm PeopleSoft's business. The uncertainty and volatility caused by these statements - especially those that threaten to eliminate PeopleSoft's products - are meant to hurt PeopleSoft's sales by causing customers to delay buying or upgrading PeopleSoft software - if not to facilitate stealing customers from PeopleSoft outright. Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 23 37. Oracle's remarks did not fall on deaf ears among PeopleSoft's competitors. In a June 6, 2003 email to his employees with the subject line "Too Good To Be True," Siebel Systems, Inc. CEO Tom Siebel stated: "[I]t appears that Oracle will end-of-life the PeopleSoft product line . . . . I should think that many customers and prospects would find this a matter of some concern." German software maker SAP stepped into the fray, launching a campaign, including personal contacts and advertising, to woo PeopleSoft's customers frozen in the wake of the statements Oracle has directed at them under the guise of its Tender Offer. SAP's president of global field operations told the Wall Street Journal Europe that SAP sales people began contacting PeopleSoft's customers about its offer - which includes "financial incentives" to switch customers to SAP - on Tuesday, June 10. 38. Having designed its Tender Offer and its "plans" for PeopleSoft as a vehicle packed with misrepresentations and deceptions meant to disrupt PeopleSoft's ongoing business, Oracle immediately commenced a concerted campaign to ensure maximum damage to PeopleSoft's business and wreck PeopleSoft's financial results. Within minutes after having announced the Tender Offer - in some cases even before - Oracle began communicating directly with PeopleSoft customers. To make sure those customers didn't miss the significance of Oracle's expressed intention to retire PeopleSoft's products - and to cease support for any future enhancements PeopleSoft has planned - Oracle employees have begun calling PeopleSoft's current and prospective customers to deliver the message. In an Oracle email sent to "Oracle Employees," and subsequently filed with the SEC, Jeff Henley directed Oracle employees to contact PeopleSoft customers and to engage Oracle executives in targeting "senior management at key customers around the world." [IN AN EMAIL ENTITLED "MARKETING CAMPAIGN RE: PSFT ACQUISITION," ORACLE EXECUTIVES DISCUSSED SPECIAL TRAINING FOR ORACLE'S SALES FORCE FOR DEALING WITH PEOPLESOFT CUSTOMERS SO THAT "SALES CAN IMMEDIATELY CAPITALIZE ON POTENTIAL CUSTOMER INTEREST."] 39. Just as Oracle intended, this campaign of interference had an immediate impact on a number of PeopleSoft customers. Customer F, who had executed a contract to purchase software and services from PeopleSoft only two days before, immediately wrote to PeopleSoft and requested that PeopleSoft suspend implementation of its contract until after the uncertainty injected by Oracle's Tender Offer had been resolved, describing Ellison's words as "very extreme" and Oracle's actions Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 24 as "compromis[ing] the future of PeopleSoft and its solutions." Customer G received a copy of Oracle's press release and put final negotiations on a transaction with PeopleSoft on hold. Customer H called off a planned presentation by PeopleSoft due to the "situation between PeopleSoft and Oracle." Customer I advised PeopleSoft that, because Oracle had advised that it would be dangerous to purchase PeopleSoft products in light of Oracle's Tender Offer, it would postpone its decision to buy until July 7 - the day Oracle's Tender Offer was initially supposed to expire. [ADDITIONALLY, AN EMAIL FROM MAX HILL, AN ORACLE SALES EXECUTIVE, TO JEFF HENLEY INDICATES THAT "THE ACQUISITION ISSUE HAS HELPED OUR CAUSE" IN AN ATTEMPT TO LURE A $2.5 MILLION ACCOUNT FROM PEOPLESOFT.] 40. As Oracle intended, and as the result of the efforts of Oracle's internal group charged with the responsibility of influencing and shaping their reports, including Jim Finn, Peggy O'Neill, Betty Cho, and Jennifer Glass, industry analysts advised against doing business with PeopleSoft until the fate of the company is clear. Gartner noted that PeopleSoft "will feel a short-term negative impact on revenue as customers delay purchase and upgrade decisions," and advises its clients that "[i]f you're considering a purchase of J.D. Edwards or PeopleSoft products, don't sign a deal until it becomes clear whether Oracle's plans to acquire PeopleSoft are serious." Gartner went on to advise that "PeopleSoft customers will face significant long-term disruption as they feel pressure to migrate to Oracle applications and infrastructure or to find alternatives. . . . Those that recently decided to upgrade to v.8 should reconsider . . . ." Oracle adopted these claims as its own, and sent this report to PeopleSoft customers and prospective customers, with the intent to cause them to cancel or delay their purchase decisions. [ORACLE'S INTERNAL GROUP OBJECTED TO THE "TONE" OF SOME OF THE ANALYST REPORTS, AND ACTIVELY ENCOURAGED THEM TO ADVISE CUSTOMERS TO DELAY PURCHASES OF PEOPLESOFT CUSTOMERS. PEGGY O'NEILL EVEN CHASTISED AN ANALYST FOR USING THE TERM "HOSTILE TAKEOVER," WRITING IN ONE EMAIL "IT IS NOT HOSTILE TO TRY TO GO AFTER YOUR COMPETITOR'S CUSTOMERS."] 41. Other industry analysts reporting on Oracle's Tender Offer fueled the market perception that Oracle's illegal efforts were having an adverse impact on customer relations. On June 7, 2003, Fred A. Hood, a J.D. Edwards customer, told the New York Times that: "If I were a PeopleSoft customer, I'd be a tad nervous." Hood also stated that he understood the benefits of the merger of PeopleSoft and J.D. Edwards because it would expand the product line, but that Oracle's Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 25 acquisition of PeopleSoft would result in fewer products rather than more for customers. Silicon.com reports: "If you have [PeopleSoft] 8 or are in the middle of installing it, you've just lost another option. And you know that you're going to face another migration soon - with less choice." Said the Butler Group's Mike Thompson, "Oracle is just wiping out the opposition. . . . [Oracle] has no plans to sell [PeopleSoft software] and no plans to integrate it. . . . If there's good technology, they'll pinch it. It's just a wipe-out. . . . This just reduces end-user choice - and that is not a good thing." It is in line with an "Oracle only" strategy, as described by Forrester Research: "Oracle's vision requires using Oracle as the single application and database platform." 42. Oracle's illegal efforts have already had an effect on PeopleSoft customers' purchasing decisions. On June 19, 2003, Customer J sent PeopleSoft a letter stating: "Effective immediately, all negotiations between [Customer J] and PeopleSoft, Inc., are suspended. Oracle's recent attempt to takeover PeopleSoft, Inc., has created a great deal of uncertainty about the long term viability of PeopleSoft's software products. In the event that the `takeover' is successful, the future of the entire PeopleSoft software product line could be seriously impaired. We will renew negotiations with both parties when we have definitive information on the viability of PeopleSoft, Inc., software products to provide a long term solution for our needs." 43. The results of this strategy have already been widely reported. For example, Los Angeles County suspended talks with PeopleSoft for a $100 million software project to handle county finances. The county stated that "[t]hings were progressing nicely, then out of the blue Mr. Ellison decides to take a shot at PeopleSoft," and that "[w]e made a decision, given the uncertainty, that we suspend negotiations. Why spend dollars and resources negotiating if we don't know what the outcome will be?" F. THE UNFAIR PRACTICES - INCLUDING ORACLE'S FALSE, MISLEADING AND DECEPTIVE STATEMENTS - WERE DESIGNED TO INTERFERE WITH PEOPLESOFT'S MERGER AGREEMENT WITH J.D. EDWARDS AND PREVENT PEOPLESOFT FROM DISPLACING ORACLE AS THE NUMBER TWO WORLDWIDE ENTERPRISE SOFTWARE VENDOR 44. Oracle initially announced that it intended to complete the Tender Offer by July 2003 - two to three months before PeopleSoft otherwise might complete its purchase of J.D. Edwards. (Oracle has since extended its deadline several times.) The pending combination of PeopleSoft and Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 26 J.D. Edwards was seen by Oracle as a competitive threat, and Oracle's move was a desperate ploy to interfere with the merger agreement and prevent PeopleSoft from displacing Oracle as the second largest enterprise software vendor, trailing only Germany's SAP. [AS BETTY CHO, AN ORACLE EXECUTIVE, WROTE, AN ANALYST'S CHARGE THAT THE TENDER OFFER "WAS AN OVERLY AGGRESSIVE MOVE ON ORACLE'S PART TO KEEP PSFT FROM OVERTAKING ORACLE AS THE NUMBER TWO APPS VENDOR" WAS "DIFFICULT FOR ME TO ARGUE BECAUSE IT IS OBJECTIVELY TRUE . . . ."] Moreover, a June 9, 2003, Wall Street Journal article quoted Oracle CEO Larry Ellison as admitting that Oracle's Tender Offer was planned as a reaction to a possible PeopleSoft-J.D. Edwards transaction: One contingency plan [developed by Oracle] covered the possibility of PeopleSoft's buying J.D. Edwards & Co., a Denver company that Oracle had also evaluated as an acquisition candidate, Mr. Ellison says. When PeopleSoft last Monday announced an agreement to buy J.D. Edwards, for stock currently worth $2 billion . . . , Mr. Ellison set those plans in motion. "Now would be the time to launch on PSFT," a reference to PeopleSoft's stock symbol, Oracle Executive Vice President Safra Catz wrote Mr. Ellison in an e-mail within minutes of PeopleSoft's announcement, Mr. Ellison says. His return e-mail: "Just what I was thinking." 45. The article quotes internal Oracle emails planning the launch of a tender offer in the event that PeopleSoft announces a deal with J.D. Edwards. In Ellison's colorful words, "We've got this war game in a box. This has all been pre-scripted." 46. In a document Oracle filed with the SEC on June 6, 2003, Oracle stated: "Our Offer will be for the acquisition of PeopleSoft. Once we complete the acquisition of PeopleSoft, we will review whether, and on what terms, Oracle would support the J.D. Edwards transaction. . . . We believe that our cash offer to acquire PeopleSoft is superior to their current alternatives and also involves substantially less risk for PeopleSoft's stockholders than the proposed transaction with J.D. Edwards." These public statements were intended to cast a pall over J.D. Edwards and scare off potential customers from signing deals with J.D. Edwards. 47. AMR Research issued an "Alert" to its clients on June 6 in which it advised them: "Oracle CEO and Chairman Larry Ellison is hoping stockholders might be frightened into taking a less lucrative deal, characterizing PeopleSoft and J.D. Edwards as `very distressed' . . . . This [offer] is clearly a reaction to the J.D. Edwards acquisition and is an effort to either kill the deal or wound PeopleSoft and hurt it competitively in the short to mid-term." Gartner, Inc. agrees, telling its clients Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 27 that "Oracle is attempting to disrupt PeopleSoft's planned acquisition of J.D. Edwards," and concluded that "[d]amage has already been done." 48. The front page of the June 7, 2003, San Jose Mercury News stated that Oracle is trying to scuttle PeopleSoft's deal with J.D. Edwards, because that deal "threatens Oracle's hopes for a bigger toehold in business-operations software." Joshua Greenbaum of Enterprise Applications Consulting opined that the Tender Offer is "as much a blocking maneuver [aimed at the J.D. Edwards deal] as it is a personal attempt not to lose influence and market share in the enterprise software market." 49. Other commentators agree that Oracle also intends for its media campaign to cast doubt on the J.D. Edwards acquisition. According to JMP Securities analyst Patrick Walravens, the Tender Offer was a "clever move by Larry Ellison . . . . [I]f he doesn't get it [the tender offer], he just created significant doubt in the buyers of software about the longevity of PeopleSoft and J.D. Edwards." AMR Research agrees with this assessment, telling its clients that even if the Tender Offer "doesn't work, Oracle will have disrupted PeopleSoft plans to buy J.D. Edwards and stolen much of the media and investor attention." 50. Jim Shepherd, an analyst at AMR Research in Boston, put it this way: "Oracle wins either way . . . . Either they get PeopleSoft, or they've managed to mess up the PeopleSoft-J.D. Edwards deal, and steal their press and enthusiasm." James Mendelson of SoundView Technology concurs: "If Oracle can buy PeopleSoft at a reasonable price, they substantially increase their market share and eliminate a competitor. If Oracle is unsuccessful, the bid in any event heightens the perception that PeopleSoft is in trouble and creates further confusion among customers/prospects in the wake of PeopleSoft's pending deal for J.D. Edwards." Larry Ellison's public statements disparaging PeopleSoft, its products, and its ability to survive in the market exacerbate this effect. For example, on July 10, 2003, The Daily Deal reported that Ellison stated, he believes PeopleSoft "cannot compete in this business over the long term," and that "[w]ith or without us I don't believe PeopleSoft can survive." Thus, even though Oracle was unsuccessful in forcing a breach of the merger agreement between PeopleSoft and J.D. Edwards, it nevertheless intended to and did cause severe damage to both PeopleSoft and J.D. Edwards. Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 28 G. THE TENDER OFFER AND THE ACCOMPANYING ILLEGAL PRACTICES ARE DESIGNED ONLY TO DISRUPT 51. The Board of Directors has recommended to PeopleSoft shareholders that Oracle's Tender Offer, even as adjusted to $19.50, be rejected. Industry analysts have recognized that completing the Tender Offer makes little business sense for Oracle but its mere existence benefits Oracle by causing damage to PeopleSoft. Says analyst Rob Tholemeier of Ramberg, Whalen research: "It just doesn't make sense for Oracle to do this deal right now. It just creates a huge mess. . . . If you wanted to raise hell, this is one way to do it." Indeed, analysts agree that Oracle cannot be serious about acquiring PeopleSoft at the prices it has offered. V. CLAIMS FIRST CAUSE OF ACTION (VIOLATIONS OF BUSINESS & PROFESSIONS CODE SECTION 17500 ET SEQ. AGAINST ALL DEFENDANTS) 52. Plaintiffs incorporate by reference paragraphs 1 through 51 above, and reasserts those allegations as if set forth in full herein. 53. Beginning at an exact date unknown to PeopleSoft but at least since June 6, 2003, Defendants have committed acts of untrue and misleading advertising, as defined by Business and Professions Code Section 17500 et seq., by knowingly engaging in acts and practices with intent to induce members of the public, including PeopleSoft's current and prospective customers, to purchase software applications and/or other products from Oracle, and/or to refrain from purchasing such applications and/or other products from PeopleSoft and/or J.D. Edwards. 54. As detailed above, Defendants have, in advertisements as that term is defined by statute, issued falsehoods, deceptions, misstatements and/or have omitted relevant and important information about their statements, in newspaper ads, on Oracle's website, in Oracle's filings with the SEC and elsewhere. The advertisements mischaracterized: (a) PeopleSoft's products, and the ease or difficulty with which Oracle contends they are upgradeable; (b) Oracle's plans and capability to provide support to PeopleSoft's customers; (c) the cost to PeopleSoft customers of its plan to migrate them to Oracle; and (d) falsely and misleadingly described the actions of PeopleSoft and its directors. In addition, Oracle has made explicit, false, misleading, incomplete and deceptive disparaging Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 29 comparisons between its own products and services and PeopleSoft's, which are designed to steal PeopleSoft's customers, and are likely to deceive the public and those targeted customers. 55. These acts of untrue and misleading advertising by Defendants are likely to mislead, and present a continuing threat to, members of the public and PeopleSoft's customers - the targets of the advertisements - in that such persons may be induced to terminate or delay software contracts and upgrades with PeopleSoft, breach contracts with PeopleSoft, enter into contracts with Oracle, or otherwise migrate to the Oracle platform, in reliance on disparaging, false, misleading, deceptive, and incomplete information. 56. PeopleSoft seeks injunctive relief and restitution against Defendants. Such relief is appropriate under these circumstances. SECOND CAUSE OF ACTION (INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS AGAINST ALL DEFENDANTS) 57. Plaintiffs incorporate by reference paragraphs 1 through 56 above, and reasserts those allegations as if set forth in full herein. 58. PeopleSoft has contractual relationships with its existing enterprise software customers. On information and belief, Defendants were aware of the contractual relationships between PeopleSoft and its existing enterprise software customers. 59. On information and belief, Plaintiffs allege that Defendants have engaged in a concerted campaign to disrupt PeopleSoft's existing customer relationships, and have tortiously and intentionally interfered with and have taken action designed to disrupt and induce breaches of, PeopleSoft's contractual relationships with existing customers. Among other acts, Defendants have threatened to terminate PeopleSoft's products, placing any customer's decision to purchase or upgrade such products in serious jeopardy. Defendants have engaged in a concerted campaign to use the existence of its Tender Offer to coerce PeopleSoft's customers into canceling or postponing orders for new and/or upgraded PeopleSoft products. At Defendants' urging, industry analysts have recommended that PeopleSoft customers breach these contracts with PeopleSoft. 60. As a result of Defendants' actions, PeopleSoft's contractual relationships with its existing enterprise software customers have been actually disrupted. Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 30 61. As a proximate result of Defendants' conduct, PeopleSoft has been and will continue to be injured in its business because of Defendants' past and continuing actions. PeopleSoft is thus entitled to injunctive relief and to recover damages for the injuries it has suffered. THIRD CAUSE OF ACTION (TRADE LIBEL AGAINST ALL DEFENDANTS) 62. Plaintiffs incorporate by reference paragraphs 1 through 61 above, and reasserts those allegations as if set forth in full herein. 63. As detailed herein, Defendants have publicly disparaged PeopleSoft's products and services, and have issued falsehoods, deceptions, misstatements and/or have omitted relevant and important information about their statements, in newspaper ads, on Oracle's website, in Oracle's filings with the SEC and elsewhere; in addition, such statements have been republished in countless analyst reports and newspaper articles. The statements disparaged the quality of PeopleSoft's products and services, the ease or difficulty with which Oracle contends they are upgradeable, and misrepresent the actions of PeopleSoft and its board. In addition, Oracle has made explicit, false, misleading, incomplete and deceptive disparaging comparisons between its own products and services and PeopleSoft's, which are designed to steal PeopleSoft's customers, and are likely to deceive the public and those targeted customers. 64. At the time such statements were published, Oracle was aware, or should have been aware, of the likelihood that such false and disparaging statements would cause pecuniary harm to PeopleSoft. Oracle's statements, as published by Oracle's executives and other Oracle employees as detailed herein, were false and misleading when made, and on information and belief, Oracle either knew such statements were false when made or acted in reckless disregard of the truth or falsity of those statements. 65. Defendants intended that the publication of these disparaging statements regarding PeopleSoft's products and services would result in pecuniary harm to PeopleSoft and its business. 66. Defendants' false and disparaging statements about PeopleSoft's products and services have caused pecuniary harm to PeopleSoft, in an amount of damages to be proven at trial. Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 31 FOURTH CAUSE OF ACTION (INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE AGAINST ALL DEFENDANTS) 67. Plaintiffs incorporate by reference paragraphs 1 through 66 above, and reasserts those allegations as if set forth in full herein. 68. PeopleSoft had an advantageous prospective economic relationship with both its current and prospective customers. On information and belief, Defendants were aware of these prospective economic relationships, and absent Defendants' tortious interference, these economic relationships would have resulted in future economic benefit to PeopleSoft. 69. On information and belief, Plaintiffs allege that Defendants have engaged in a concerted campaign to disrupt PeopleSoft's prospective economic advantage, and have tortiously and intentionally interfered with and have taken action to disrupt PeopleSoft's prospective economic relationships with its current and prospective customers, for an improper purpose and by improper means. At least one prospective customer of PeopleSoft, who was scheduled to sign a contract with PeopleSoft for the purchase of its products on Monday, June 9, 2003, has notified the company that in light of the Tender Offer it intends to delay its decision to become a PeopleSoft customer until the fate of the company is clarified. Another current customer, who had been negotiating the license of additional products, has decided to heed the advice from Oracle that in light of Oracle's intention to terminate PeopleSoft's product plans, it is too dangerous to proceed, at least not until Oracle's tender offer is resolved. Defendants have threatened to terminate PeopleSoft's products, placing any customer's decision to purchase or upgrade such products in serious jeopardy. Defendants have engaged in a concerted campaign to use its Tender Offer to coerce PeopleSoft's prospective customers into delaying orders for new and/or upgraded PeopleSoft products. 70. As a result of Defendants' actions, PeopleSoft's relationships with its current and prospective customers have been actually disrupted. Aside from the fact of interference itself, Defendants' conduct was independently wrongful in that it constituted: (a) deceptive advertising as described herein; (b) trade libel and product disparagement as described herein; (c) fraud and deceit as described herein; (d) a concerted campaign to damage PeopleSoft's current and future business as described herein; (e) intentional interference with PeopleSoft's current customers' contracts as Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 32 described herein; and (f) violation of California Business & Professions Code Section 17200 as described herein. 71. As a proximate result of Defendants' conduct, PeopleSoft has been and will continue to be injured in its business because of Defendants' past and anticipated actions. PeopleSoft is thus entitled to injunctive relief and to recover damages for the injuries it has suffered. FIFTH CAUSE OF ACTION (NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE AGAINST ALL DEFENDANTS) 72. Plaintiffs incorporate by reference paragraphs 1 through 71 above, and reasserts those allegations as if set forth in full here. 73. PeopleSoft had an advantageous prospective economic relationship with both its current and prospective customers. On information and belief, Defendants were aware of these prospective economic relationships, and absent Defendants' tortious interference, these economic relationships likely would have resulted in future economic benefit to PeopleSoft. 74. On information and belief, Plaintiffs allege that Defendants have engaged in a concerted campaign to disrupt PeopleSoft's prospective economic advantage, and have tortiously and recklessly interfered with and have taken action to disrupt PeopleSoft's prospective economic relationships with its current and prospective customers, for an improper purpose and by improper means. Defendants have threatened to terminate PeopleSoft's products, placing customers' decisions to purchase or upgrade such products in serious jeopardy. Defendants have engaged in a concerted campaign to use its Tender Offer to coerce PeopleSoft's prospective customers into delaying orders for new and/or upgraded PeopleSoft products. 75. It was reasonably foreseeable that Defendants' wrongful conduct would interfere with or disrupt PeopleSoft's economic relationships if Defendants failed to exercise due care in communicating with PeopleSoft's current and prospective customers. As described herein, Defendants' wrongful, reckless and negligent conduct was a failure to exercise such due care. 76. PeopleSoft's economic relationships have actually been disrupted by Defendants' wrongful conduct and PeopleSoft has been damaged by this conduct. At least one prospective customer of PeopleSoft, who was scheduled to sign a contract with PeopleSoft for the purchase of its Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 33 products on Monday, June 9, 2003, has notified the company that in light of the Tender Offer it intends to delay its decision to become a PeopleSoft customer until the fate of the company is clarified. Another current customer, who had been negotiating the license of additional products, has decided to heed the advice from Oracle that in light of Oracle's intention terminate PeopleSoft's product plans, it is too dangerous to proceed, at least not until Oracle's Tender Offer is resolved. SIXTH CAUSE OF ACTION (VIOLATIONS OF BUSINESS & PROFESSIONS CODE SECTIONS 17200 ET SEQ. AGAINST ALL DEFENDANTS) 77. Plaintiffs incorporate by reference paragraphs 1 through 76 above, and reasserts those allegations as if set forth in full here. 78. Plaintiffs are suing both in their individual capacities and on behalf of the public and seek relief against Defendants Oracle and Pepper for unfair competition and business practices pursuant to California Business & Professions Code Sections 17200 et seq. 79. On information and belief, Oracle's intent in announcing this Tender Offer was to interfere with PeopleSoft's existing contracts and with its prospective economic advantage. 80. On information and belief, Oracle's motives were at least twofold: a. Oracle was fully aware of the agreement and prospective economic relationship between PeopleSoft and J.D. Edwards at the time Oracle announced its Tender Offer. On information and belief, Oracle announced the tender offer with the intent of introducing uncertainty into the deal struck between PeopleSoft and J.D. Edwards and in an attempt to sabotage that transaction, and preventing PeopleSoft from becoming an even stronger competitor. Oracle hoped that this uncertainty would result in the cancellation of the existing agreement between PeopleSoft and J.D. Edwards and the disruption of the prospective economic relationship between those two companies, and in any event, that this uncertainty would damage both PeopleSoft and J.D. Edwards. b. Oracle was fully aware of the fact that PeopleSoft has both existing and prospective enterprise software customers, and that PeopleSoft enters into a contractual relationship with each customer purchasing a PeopleSoft product. On information and belief, Oracle announced the tender offer with the intent of introducing uncertainty in the minds of PeopleSoft's current and prospective customers regarding the continued viability and existence of PeopleSoft products. Oracle Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 34 hopes that the introduction of this uncertainty will result in a diminution of PeopleSoft's existing and prospective customer bases. 81. These acts and practices have been and will continue to be injurious to PeopleSoft and its customers, and consequently constitute unfair business acts or practices within the meaning of Section 17200. 82. Additionally, Oracle's conduct, as described above, constitutes a violation of California Civil Code Sections 1709 and 1710, prohibiting fraud and deceit, and thus constitutes unlawful acts or practices within the meaning of and proscribed by Section 17200. Among these acts are Oracle's public statements that: (a) PeopleSoft's proposed acquisition of J.D. Edwards is "a very risky merger"; (b) the migration of PeopleSoft's customers from its version 7 to version 8 is "a major, major effort"; and (c) the migration of PeopleSoft customers to Oracle software will be "easy"; are false, misleading, deceptive, and/or omit important information, and were made willfully, with the intent to induce PeopleSoft's shareholders to alter their position to their own detriment, injury and risk. Oracle's statements are false and, on information and belief, Oracle did not believe such statements to be true and/or knew there was no reasonable ground for believing them to be true at the time such statements were made. 83. The true facts, as reported by Computerworld and numerous other industry publications, are that Oracle has a poor track record in managing its own product upgrades, Oracle has received frequent complaints from its own customers "about the quality of the company's application updates and its technical support," and any migration to the Oracle platform would be extremely difficult and expensive. Ellison admitted that Oracle bungled the transition to its own 11i suite applications product just last year, admitting to the Wall Street Journal that it is a complex product and that Oracle failed to discover all the bugs while testing it. Said Ellison, "Mea culpa. It's true." As a result, Oracle and Ellison were sued by their own stockholders for misleading investors concerning the difficulties associated with Oracle's own product upgrades, and the Delaware Chancery Court recently denied a motion to dismiss derivative claims against Oracle's CEO and others citing possible credibility issues with testimony of the CEO and other Oracle Board members. Moreover, Oracle also failed to disclose the "tragic" CPG integration project from just a few years Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 35 ago, while it misleadingly trumpeted its allegedly strong track record of successful integration projects. For the substantial numbers of PeopleSoft customers who use PeopleSoft applications with non-Oracle databases, migration to Oracle applications would be particularly difficult and enormously expensive. As analyst Forrester Research states, the "Oracle migration process . . . could be nightmarish." 84. The unfair, unlawful and fraudulent business practices, as described above, present a continuing threat to PeopleSoft and members of the general public, and will harm competition. These acts and practices, as described in the preceding paragraphs, violate California's Business & Professions Code Section 17200, because the harm to PeopleSoft and California's consumers outweighs the utility of Oracle's practices and, consequently constitute unfair business acts or practices within the meaning of Section 17200. VI. PRAYER FOR RELIEF Plaintiffs pray as follows: 1. For injunctive relief, as necessary to prevent continuing harm to Plaintiffs, enjoining Oracle and its officers, directors, agents, servants and assigns, and all those acting in concert with them from: a. Proceeding with the Tender Offer in continued violation of applicable state law; b. Making any written, oral or electronic communication with any person or entity known or believed to be an existing PeopleSoft customer, with respect to any aspect of: (1) the proposed Tender Offer for PeopleSoft shares by Oracle; (2) the impact of the Tender Offer on PeopleSoft or its customers or products; (3) the plans, if any, for Oracle to support any PeopleSoft products or platforms if the Tender Offer is successful; (4) the plans, if any, for Oracle to migrate PeopleSoft customers to any Oracle products or platforms if the Tender Offer is successful; (5) PeopleSoft's ability to continue as a stand-alone company in the absence of a successful Tender Offer; or (6) PeopleSoft's current business and/or financial condition; c. Transmitting documents or information summarizing the proposed Tender Offer, or any of its terms, to any existing PeopleSoft customers, including any summaries of the tender offer, "frequently asked questions" or the like; Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 36 d. Referring existing PeopleSoft customers to information about the proposed Tender Offer, or any of its terms, that are posted on any Oracle or third-party website; e. Soliciting existing PeopleSoft customers to terminate or alter their business relationship with PeopleSoft in light of the proposed Tender Offer; f. Offering any promise of technical or product support or other economic inducements to existing PeopleSoft customers to modify their contractual or business relationships with PeopleSoft; g. Otherwise interfering with existing PeopleSoft customer relationships. h. Misrepresenting the actions of PeopleSoft and its directors. 2. Requiring that Defendants publish statements correcting their prior false statements about their intentions and about the actions of PeopleSoft and its directors; 3. For damages, including lost profits and other incidental and consequential damages according to proof at trial; 4. For punitive damages according to proof at trial; 5. For costs, expenses, and reasonable attorneys' fees; 6. For prejudgment interest; and 7. For such other and further relief as the Court deems just and proper. DATED: August 12, 2003 GIBSON, DUNN & CRUTCHER LLP By:_________________________________ Jonathan C. Dickey Attorneys for Plaintiffs PEOPLESOFT, INC. and J.D. EDWARDS & COMPANY Gibson, Dunn & Crutcher LLP FIRST AMENDED COMPLAINT CASE NO. RG03101434 37 EX-99.(A)(52) 6 f92476a8exv99wxayx52y.txt EXHIBIT (A)(52) EXHIBIT (a)(52) Forward Looking Comments - - These materials contain forward looking statements. These statements reflect PeopleSoft's current beliefs and are based on information currently available to PeopleSoft. Actual results may differ materially. For a more detailed discussion of information regarding risks that may affect the Company's operating results, please refer to the Company's most recent Report on Form 10-K or Form 10-Q. The Company undertakes no obligation to update or revise these forward looking statements. Financial Measures - - These materials reference results and projections from recurring operations, a non-GAAP financial measure. For a reconciliation of GAAP to non-GAAP financial measures please see PeopleSoft's website at www.peoplesoft.com or exhibit (a)(54) attached hereto. Certain statements in this transcript have been corrected to reflect the intended meaning of the speaker. - -------------------------------------------------------------------------------- FINAL TRANSCRIPT [CCBN STREETEVENTS(SM) LOGO] CCBN STREETEVENTS CONFERENCE CALL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY EVENT DATE/TIME: SEP. 04. 2003 / 4:00PM ET EVENT DURATION: N/A CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY CORPORATE PARTICIPANTS CRAIG CONWAY President, CEO and Director - PeopleSoft, Inc. ROBERT DUTKOWSKY Chairman, President and CEO - J.D. Edwards & Company KEVIN PARKER Executive Vice President and CFO - PeopleSoft, Inc. RAM GUPTA Executive Vice President of Products and Technology - PeopleSoft, Inc. PHIL WILMINGTON Executive Vice President of Field Operations - PeopleSoft, Inc. MICHAEL GREGOIRE PeopleSoft, Inc. - EVP CARA WILSON (PH) PeopleSoft, Inc. - VP, Corporate Communications BAER TIERKEL EVP Worldwide Marketing - PeopleSoft, Inc. CONFERENCE CALL PARTICIPANTS REESE RICHARDSON (PH) Analyst - Alamar Research TAD PIPER (PH) Analyst - Piper Jaffray ANN GRAGNER (PH) Analyst - Chainlink JOHN ADAMS (PH) Analyst - Harkness BRUCE BURGMAN (PH) Brad Brothers Harrowman NATHAN SCHNEIDERMAN Wedbush Morgan Securities JASON INERT (PH) Merrill Lynch Global Securities UNIDENTIFIED PARTICIPANT PRESENTATION (VIDEO INSERT) UNIDENTIFIED PARTICIPANT Ladies and gentlemen, please welcome PeopleSoft's President and CEO Craig Conway. CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC. Good afternoon everybody. So how was your summer? We had a real busy one as it turns out but this is the day that we've been looking forward to for quite some time, Analyst Day. Analyst Day is an opportunity for us to share the business outlook and the financial outlook with the investment community, industry analysts and the press. It's an opportunity to share information about our products, our markets, our competition, our distribution strategy, internal operations and, of course, our financial outlook. Of course this Analyst Day is particularly interesting because this is the first one that we've had since the acquisition of J.D. Edwards. You may remember after we announced the acquisition of J.D. Edwards we began using a model and the model was, we have a better plan for shareholders and customers and in the next two hours you're going to find out exactly why. You'll see the product road map and the distribution plan. You'll see the financial synergy and I think you too will feel as excited as we've been. The story of PeopleSoft in 2003, however, is not just about the acquisition of J.D. Edwards. At least it doesn't start there. It starts with a company that was executing pretty well all year long. In less than 12 months, the prior 12 months, PeopleSoft has introduced 10 brand-new HR products, 10, six brand-new financial management products, eight brand-new CRM products and five brand-new supply chain management products. It's a company that has a professional service organization with the highest margin in the industry. In the highest utilization rate in the industry. It's a company with a maintenance stream (ph) and annuity (ph) that has a renewal rate of 98 percent. PeopleSoft has been a balanced company. Our revenues are balanced between software licence revenues, professional service revenue and maintenance revenue. Our license revenue is balanced 60 percent U.S. and 40 percent international. We have a company CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY that is a combination of five different product lines, each a profitable contributor. Was PeopleSoft immune from the financial impact of the last 12 months? No. But in 14 of the last 15 quarters, that's almost four years, PeopleSoft met or exceeded our financial guidance. PeopleSoft has achieved earnings per share of 11, 12, 14, 17 cents a share every quarter, even while so called best-of-breed providers' earnings have been a penny or two pennies or a loss. The story of PeopleSoft doesn't start with J.D. Edwards, it starts with a predictable, well run, well diversified company. But this has also been a company with an appetite and a desire to grow. The acquisition of J.D. Edwards was always about market expansion, growth, not consolidation. The acquisition was always about expanding software license revenues, professional service revenues, maintenance revenues. With J.D. Edwards we found a clear and direct way to do that. Consider this, PeopleSoft has been the leader in six different service industries: financial service, telecommunications, health care, staffing, higher education, government. J.D. Edwards has been the enterprise leader in six asset intensive industries: manufacturing and distribution to the mid market, construction, paper and pulp, real estate, mining, consumer packaged goods. Together these companies would be the leader in 12 industries and a leader in more than 25 industries. Look at the product expertise and the domain expertise between these two companies. PeopleSoft developed certain products for our service industries that are considered the best or among the best in the world: HR, CRM, supplier relationship management, analytics. J.D. Edwards, likewise, developed products that are regarded for their industries as the best or among the best in the world: manufacturing, distribution, asset management, real estate management. Other synergies. PeopleSoft's a leader selling to the large enterprise market. J.D. Edwards has been a leader selling to the mid enterprise market. Both companies have international distribution but together would have more critical mass in Europe, in Asia, in Latin America. If there's ever been a more compelling combination of software companies with a better opportunity to rapidly expand market share, I've never seen it. At the same time, these two companies are almost identical in structure. Almost identical in structure. They have the same cost components, the same fixed expense, the same overhead and so there should be a way to drive out cost synergies so that this is not just a market expansion play, it's also an increased earnings play. That was the rationale: big, bold, aggressive. Following the announcement to acquire J.D. Edwards, the reaction from investment analysts, industry analysts, customers was universally positive. The only concern raised was about the integration of the two companies. Now this word integration is really about a product road map, a distribution plan, cost savings through operational efficiencies, maintaining customer confidence so the revenue stream is not interrupted, maintaining the best and brightest employees of both companies. Those are the things that you'll hear about today. You'll see a detailed product road map. You'll see a detailed distribution plan. You'll hear specific details about the cost savings and the operating efficiencies and the earnings impacts. We'll share all of these things in detail and then it will be clear why all of us are so excited for our shareholders and our customers. We're going to start with Kevin Parker, executive vice president and chief financial officer. Kevin is going to give a very precise financial update, including the impact of the J.D. Edwards acquisition. Kevin will share specific revenue and earnings guidance for Q3, Q4 and 2004. Kevin will also be making a very significant announcement regarding our stock. Next you'll hear from Ram Gupta, executive vice president of products and technology. Ram will present the product road map behind the product strategy. Now just as the acquisition of J.D. Edwards was about market expansion and not consolidation, our product strategy is about product expansion, not consolidation. It's about expanding into different markets, different industries and different customers and the best way to do that is not [Gap In Audio] try and consolidate different product lines that are already well suited to their respective industries but rather to use those product lines and improve them so they'll be more competitive for their specific, respective markets. We're going to do the same thing that Ford did when it acquired Jaguar. Ford expanded into the high-end luxury car market by building on an already pretty good product line and then they made it better. They improved it. How did they do that? Ford transferred their own strength and expertise for quality and reliability into the Jaguar product line where it was needed. Ford transferred their strength and expertise in low-cost manufacturing into the Jaguar product line where it was needed. Ford successfully entered the high-end luxury automobile market by improving on an existing product line, not replacing it. Same example with BMW when they acquired Mini. BMW didn't acquire Mini to shut it down and consolidated expenses. It acquired Mini to enter a new market but they added their own state-of-the-art ADS (ph), bigger engine, better engine and a heater. Who would have thought. They made the Mini better and they had one of the most dramatic and successful entrees (ph) into a new market. PeopleSoft's using the same strategy. We're expanding into new markets and new industries using the product lines that have already been successful in those markets but we're making them better. So Ram's going to tell you about three product families directed at three different markets. First, we're now the largest provider of enterprise software for the IBM I-series AS400 product line. That traditional product line will be called the PeopleSoft World product line. We're also now the largest provider of enterprise software to the mid market and that offering, single database, pre-bundled, rapid implementation, that product line will CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY be called PeopleSoft One. And, of course, PeopleSoft continues to be the second largest enterprise software provider to large enterprises and that product line will be called PeopleSoft Enterprise. Ram will talk about immediately improving these product lines by transferring core strengths and functionality into each of the product lines. Ram will show you how these improved product lines should be so superior but they should never lose competition in the market place. Next you'll hear from Phil Wilmington, Executive Vice President of Field Operations. Phil will present a field deployment model, a field distribution model, including the structure of the sales organization and also the arming of the sales organization. Phil will talk about the market opportunity that he has sensed already from meeting with customers. Finally, you'll hear from Michael Gugar (ph), executive vice president of professional services. As some of you know, Michael took over PeopleSoft's Professional Service Organization three years ago when it was a high volume, low margin or no margin operation for us. Today PeopleSoft has a professional service organization that is a strong contributor to our top line revenue and a strong contributor to our margin. Mike created what we believe is the most successful consulting and training operation, certainly among the software companies, maybe among the professional service industry. An organization with the highest average billing rate per hour. The highest utilization per hour. The lowest bench in the industry. A professional service organization that has a customer satisfaction rating of 91 percent. So Michael will talk about the opportunity that he has with J.D. Edwards now. So, that's the lineup of speakers. We'll end with a Q&A session. And before we get started, I thought I'd give you a sense of what life has been like for the last 60 to 90 days. When we originally announced the acquisition of J.D. Edwards on June 2nd, we fully expected and were prepared for criticism because when it comes to software acquisition, usually everyone is critical but on June 2nd something different happened, everyone was supportive. Investors did not sell off the stock. Industry analysts said they thought this was a good idea. Customers were enthusiastic. The only concern in the first few days came from a competitor and that may be the strongest sign yet of the potential of the acquisition of J.D. Edwards by PeopleSoft in the market place. As you know, we were able to accelerate the acquisition of J.D. Edwards to July 17th and since that date, every surprise has been a pleasant surprise. On the first business day following the acquisition of J.D. Edwards, I flew my extended management team, more than 35 people, to Denver, Colorado, and we presented to the J.D. Edwards employee base. And I stood in front of 2,500 employees and I did not find them fearful, apprehensive, anxious, suspicious. I stood on stage and I felt an audience that was galvanized and enthusiastic about the opportunity and every J.D. Edwards customer that I have met since that time has also been very supportive, even anticipatory because J.D. Edwards customers believe that this acquisition will be beneficial to them. In fact, PeopleSoft customers believe that the acquisition of J.D. Edwards by PeopleSoft will be beneficial to them. Just like Jaguar owners were excited about the prospect of having a reliable car with a five-year, 50,000 mile warranty, with a sticker price $10,000 less than the prior year, PeopleSoft customers are excited about the prospect of a dramatically improved manufacturing and distribution capability. A world class asset management capability. Real estate management. And J.D. Edwards customers are excited about the prospect of a dramatically improved HR capability, CRM capability, supplier relationship management capability, analytic capability. The fact is that there is a clear and present and immediate benefit for customers of both J.D. Edwards and PeopleSoft, more than 11,000 customers, and that represents a tremendous up-sell in cross sell opportunities for PeopleSoft. And so, before I turn things over to Kevin Parker, I'd like to introduce the co-architect of the merger of PeopleSoft and J.D. Edwards, the CEO, President, and Chairman of J.D. Edwards Bob Dutkowsky. ROBERT DUTKOWSKY - CHAIRMAN, PRESIDENT AND CEO - J.D. EDWARDS & COMPANY Good afternoon. It's a pleasure to be here with you this afternoon. It's been almost 11 months since Craig and I first sat down and talked about the advantages of combining J.D. Edwards and PeopleSoft. We saw an opportunity to create a company that would have more products, more industry support, more global service, a bigger footprint, and with nearly 13,000 people who are focused solely on creating application solutions for our customers. Since that time, much work has gone into integrating the two companies together and today we hope to be able to show you a progress report as to where we are with the integration of the two companies. Clearly our customers see the advantage of J.D. Edwards and PeopleSoft together. They see more choices. They see more opportunities. Our partners see a company that's more attractive to partner with, that brings more business opportunity and thus has the opportunity to create more business for them. We see the opportunity to build a company that could grow faster and be more profitable. We see a company that our competitors have more fear in than they've ever had before. So today we're going to, to use Craig's analogy, we're going to take the opportunity to let you take a peak under the hood of where we are in building this company that's going to change the software industry. I very much appreciate you coming and spending all the time with us today and we look forward to your active involvement in the meeting today. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY Thanks. Craig, thank you very much. CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC. Great. Well let's get started with the financial review of PeopleSoft, Executive Vice President and CFO Kevin Parker. KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC. Thank you and welcome. I'm very glad to be here this afternoon. As Craig mentioned, we're going to give updated guidance not only about Q3 and Q4 but 2004 as well and I think you're going to walk away very excited about where we are and the opportunity with PeopleSoft and J.D. Edwards. Let's start with 2004 and talk about what our expectations really are. As we look at our total revenues for 2004, our current expectations for license revenue is between $700 and $715 million and I'll take you through the assumptions that builds up to that but a very exciting increase. Obviously with J.D. Edwards included for a full year but we have some growth anticipation as well and some synergies in there as well and both Phil and Ram are going to talk about those. On the professional services side we're expecting revenues to come very close to $1 billion in 2004, between $975 and $990 million for the full year. On the maintenance side we actual (ph) crossed $1 billion threshold with PeopleSoft maintenance topping $1.16 or almost $1.175 billion for the full year of 2004. As we look at the total revenues, that puts us very nicely in the range of about $2.8 to $2.9 billion of aggregate revenue for the full year. So that's a very exciting combination and very exciting in terms of the overall growth of the business. But what's more exciting to us is what we're looking for on the bottom line. As we think about the pro forma results, and I'm excluding the impact of purchase accounting at this point. We expect our operating margin on a pro forma basis to beat (ph) 17 percent or greater for the full year. We expect our earnings per share, again excluding the impact of purchase accounting, primarily the amortization of intangible assets, to be between 90 and 95 cents for the full year of 2004. So a very exciting combination and I think you can see the dramatic change in PeopleSoft business with J.D. Edwards together. As we look at our license revenues, we continue to expect that we will have a very well balanced license portfolio. We have about 11,000 customers together. We'll continue to see up-selling and cross-selling representing a major opportunity for us to generate revenue but we will also continue to win business with new customers. We brought in about 100 new customers in Q2 last year alone. It will continue to account for a more than 33 percent, now (ph) closer to 36 percent of our total license revenues in the coming year. So a tremendous opportunity in the installed base but a tremendous opportunity with new customers as well. Let's look at license revenue and look at some of the details behind that $700 to $715 million. We're really expecting about a 5 percent growth in our core business. This is just simply the business of PeopleSoft and J.D. Edwards. We're continuing to see our pipeline improve and we certainly saw our close rate increase during the second quarter of this year and we're continuing to be optimistic about the future and a 5 percent growth I think is a modest growth rate in an overall environment but we're looking forward to that. We're also identified (ph) very specifically about $30 to $40 million in additional revenue synergies and opportunities and it's a very explicit list of products and Ram and Phil are going to talk about not only the go-to-market strategy but the development strategy around those cost selling opportunities. We also, as Craig mentioned, have expanded verticals, expanded products in brand-new markets for PeopleSoft to be in. So that's really the underpinning (ph) behind the $700 to $715 million of license revenue. On the consulting side, PeopleSoft continues to have industry leading results. As Craig mentioned, we have one of the highest billing rates in the industry, the highest utilization in the industry and it's an important contributor to our overall gross margin and we've seen our margins in the services business continue to expand over the past several years, driven in large part by the success in consulting. Mike Gugar's (ph) going to come up in a few minutes and take you through some of the details behind that but we expect to leverage that PeopleSoft experience into J.D. Edwards and immediately in 2004 generate about $30 to $40 million in pre-cash profit improvement simply by moving to our model. When we think about maintenance, the maintenance is fairly straight forward. We're expecting greater than 10 percent growth in our overall maintenance. We have a very high renewal rate for our customers, greater than 98 percent. The license revenue that we generate every quarter is simply additive to that overall renewal rate. We've seen our maintenance revenues grow at double-digit rates for the last two years and expect that to continue. One of the important things, and we'll talk about the purchase accounting in a few moments, is understanding a little bit what happens to deferred maintenance. As part of purchase accounting, there's a defer or write down to the J.D. Edwards deferred maintenance balance as of July 17th of this year. We would have had about $650 million in deferred maintenance balance collectively. The J.D. Edwards balance of about $200 million gets written down to $50 million as part of the purchase accounting. That is a one-year impact. We'll see that balance continue to grow and increase through 2004 and we expect to exit 2004 with a deferred maintenance balance of $650 million or perhaps greater. So we'll see that impact as well. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY Let's talk about some of the financial synergies that we've identified. Clearly we've talked about the cross-selling opportunities that we've got here in front of us of $30 to $40 million but we have a very specific list of additional synergies that are available to us and we have a great deal of information around that as part of our due diligence and part of our ongoing integration work and I'd like to take you through that. If we think about our overall expense synergies, we've identified a very specific list and there's a plan behind each one of these that backs it up, that says here are the opportunities that we have to generate additional values of (ph) business combination. Certainly, from a G&A perspective, we have a lot of overlap. We have about 1300 to 1400 people in G&A. We have duplicate almost every function with in the G&A organization. We'll see that slim down over time and we'll see that generate about $10 to $15 million of additional bottom line improvement for us. On the IT side we have duplicate infrastructures, simply bringing to one common architecture one set of business applications, processes and things like that will generate another $15 to $20 million of savings for us. On the facilities side, as we look around the world, J.D. Edwards and PeopleSoft are in almost 50 cities around the world in locations that are very close to each other. In fact, some of our offices, you can see the J.D. Edwards office from our windows. By bringing them all together and co-locating all of those facilities, we'll generate about $18 to $20 million worth of savings in 2004. On the marketing side, certainly duplication in programs. We have two PR agencies, two ad agencies, two advertising budgets. Simply going to market under the PeopleSoft brand will generate additional savings for us in the neighborhood of $25 to $27 million in 2004. Consolidation of the sales organization and we're going to talk a little bit more about that and Phil's going to certainly go through the deployment model and some of the progress we've made from the sales perspective. But in terms of consolidation, bringing us down to one forecasting system, one commission accounting system, one management infrastructure and one sales operations infrastructure, we'll generate another $30 to $35 million of savings in 2004. We talked about the consulting in terms of the utilization in bringing it over to the PeopleSoft business model, generating $30 to $40 million of additional savings and simply looking out over the cost of the rest of the organization we've identified about a $9 to $10 million additional improvement just in purchasing, contracting and running our business on a consolidated basis. If we add all of that up, our total identified synergies to date are about $167 to $207 million. Very consistent with our original expectations of about $150 to $200 million. These are very specific items. We have detailed plans in place to support all of these and we're making steady progress toward achieving those goals. As we think about some of the other synergies, certainly one of the areas that has been in the news, unfortunately, is head count. I want to set everyone straight on where we are from a head count perspective and make sure we have all the facts available to us. If we look at PeopleSoft and J.D. Edwards, we have about 13,000 people in total. About 8,000 at PeopleSoft and about 5,000 at J.D. Edwards. If we think about the combined organization, we are anticipating about a 7 percent reduction in our overall head count. This is a number that's very consistent with the first day that we announced the deal. We had -- on that call, on that earnings call, excuse me, on that announcement call, we indicated that there were duplicate head count in G&A, marketing and middle management and we're planning on reducing over time, over the next three to four quarters, the overall head count of the company between 750 and 1,000 people. Let's talk a little bit about what that actually is. It's really in G&A, it's in marketing in terms of the duplication in marketing, it's duplication in middle management structures. What it is not, and I want to make this very clear, is no reductions in our development or virtually no reductions in our development organizations, no reductions in quota carrying sales reps and no reductions in billable consultants. This is a combination of these two businesses and we're driving some synergies out of it but we're not reducing our ability to develop and have a very active and vibrant product pipeline, our ability to go to market and be successful and our ability, from a consulting side, to deliver the services our customers expect. If we think about our 2004 operating margin, it's important to go through where the revenues are going to be and what the relative contributions are going to be at the same time. We expect for 2004, for the full year, our license margin to be between 88 and 90 percent for the full year, fairly consistent what PeopleSoft has enjoyed historically and it really represents the combination of the two businesses. Services margin will continue to be very strong at 54 to 55 percent, very consistent with PeopleSoft's historical performance. That also, by the way, includes the purchase accounting impact in terms of the impact on the services margin. Filling out the rest of the P&L and our business model, product development expenses, the percentage of revenue will be about 16 percent for the full year. Sales and marketing consistent with PeopleSoft's historical results will be about 25 percent and G&A about 6 1/2 to 7 percent for the full year of 2004. And, again, our pro forma operating margin will be up 17 percent or greater for the full year. Thinking about that pro forma and translating that into a GAAP EPS, there's two things that need to come out of that. Certainly the impact of the deferred maintenance. That one time, one year write down of deferred maintenance that comes out of purchase accounting will be about 18 cents a share in terms of our total impact. The amortization of the intangible assets, really the amortization associated with the software and of the intangible assets coming through the acquisition, will be about 14 to 15 cents for the full year, resulting in a GAAP EPS for the full year of 2004 of 57 to 62 cents on an ongoing basis. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY Let's talk about 2003. I'm going to update our guidance for 2003 and give a little background of where that's coming from and what our expectations are. Let's start with Q3 of 2003. We're updating our guidance here today in a couple of areas. In terms of our overall license revenue guidance, we're now expecting our license revenue to be between $135 and $150 million for the full year. That's an increase from our earlier guidance, on a stand alone basis, of $85 to $95 million. That's the guidance we gave at the end of the second quarter. J.D. Edwards had a fairly strong quarter for their quarter. Their third quarter ended July 31st. They did in excess of $40 million of overall business. A little bit more than half of that was generated after the close. And so as part of the accounting process, we get to count that as part of our revenue. But, as we did say at the end of the second quarter, our close rate has improved. We continue to see the pipeline being at very strong levels and we're confident our guidance and license revenue at $135 to $150 million of revenue. That would cause an increase in our overall revenue. Our total revenue will be about $575 to $590 million for the third quarter and our pro forma EPS, again excluding the impact of purchase accounting and the impact of the deferred asset - -- excuse me, the deferred revenue will be about 10 to 11 cents for the quarter ended September. So that's an update to our Q3 guidance. Let's go through the time line of consolidation. This is a bit of the accounting trivia for all the accountants in the room. I see them busy writing notes. For the rest of you, just stay asleep -- just stay awake just a few moments longer. The time line for consolidation I think is fairly precise. Our quarter began on July 1st. From July 1st to July 17th there's no ownership interest, so there's no consolidation between PeopleSoft and J.D. Edwards. From July 18th, the day after the close of the tender offer, to August 29th was when the deal was completed, we owned a little bit more than 85 percent of the overall combined -- of 85 percent of J.D. Edwards and so we count all of the revenue and have to account for the minority interest in the profit as part of our P&L. From August 29th through September 30th, obviously it's a 100 percent consolidation. So the results for Q3 are a bit mixed in terms of the impact on PeopleSoft but the time line I think is fairly precise. I also want to take the opportunity to update our guidance for Q4. As we look at our -- the various components of our revenue for Q4, we're going to increase our revenue in terms of license revenue. Our license revenue expectations for Q4 now is $160 to $175 million. The previous guidance for Q4 was $125 to $135 million. So this represents a continuing increase, the full consolidation of J.D. Edwards and a robust outlook for Q4. That increase in our overall license revenue, plus the combination of PeopleSoft and J.D. Edwards in maintenance and professional services will drive our total revenue north of $600 million for the quarter. We should be about $615 to $630 million in total revenue for the fourth quarter of this year and that will generate a pro forma EPS of 16 to 17 cents for the quarter and, again, the pro forma excludes the impact of amortization and deferred revenue. It's deferred maintenance. What does that mean for the full year of 2003? For the full year of 2003 we're now expecting our license revenue to top $500 million or come very close to that. $485 to $515 million of total license revenue for the year, that's a significant increase. We had been just a little bit north of $400 million for the year. Our total revenue will be about $2.145 or very close to $2.175 billion and our pro forma EPS for the year will be about 52 to 55 cents. Here's a little bit more of the detail accounting. I won't go through all of this and all of this will be available on our web site at the close of this presentation but, on a pro forma basis, we're also expecting some -- the impact of deferred maintenance. Plus, in this quarter an in-process (ph) R&D write off, obviously associated with the (ph) purchase accounting, some cost associated with severance for the head count reductions we were talking about, plus the incremental amortization of bringing our GAAP EPS down to about 9 to 10 cent loss from a 10 to 11 cent profit on a pro forma basis. Very consistent with what one would expect during the first quarter of an acquisition. For Q4 we're expecting to be very close to break even, 16 to 17 cents on a pro forma basis. The deferred maintenance impact here now for a full quarter very close to 2 cents. We should have a 1 to 2 cent facility restructuring charge in the fourth quarter of this year and a projected GAAP EPS at a loss of 1 to 2 cents or very close to break even for the fourth quarter. Let's talk for a moment about the total consideration paid and the allocation of that. The total consideration paid by PeopleSoft to J.D. Edwards, we certainly saw the cash and stock component of it. The cost of the assumed options was about $83 million. We assumed liabilities, about $106 million, for a total acquisition cost of about $1.9 or very close to $2 billion in terms of total consideration paid. That consideration paid, in terms of purchase allocation, gets allocated as flows. We acquired net tangible assets of about $478 million. So you'll see that in our balance sheet. The intangible assets were just shy of $700 million. This is the intangible assets associated with intellectual property and software and so on. There's a deferred tax impact, a negative deferred tax impact of about $228 million. The IP R&D, relatively modest, about $14 million in total and we generate about $1 billion in goodwill. So all of that will be reflected on our balance sheet as of September 30th. And, again, the purchase price being just a little bit shy of $2 billion. The other announcement that Craig wanted -- that mentioned today, that we're announcing today, is our board of directors has approved a stock buyback. We're going to be executing a stock buyback of about $350 million. It is very accretive to our 2004 earnings. In fact, we expect the impact in 2004 to be about 3 cents CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY a share. We actually expect to complete this, and we're going to be very diligent about this, to complete this buyback by December 31st of this year. We look forward to reporting before our Q4 results are final that we will have completed the stock buyback. It's important to note, too, that in terms of the stock buyback, even after the stock buyback, PeopleSoft in combination with J.D. Edwards will still be a very cash flow positive business. We expect our cash at December 31st to be $1 billion or greater, so we're not impinging on our liquidity and ability to manage this business very successfully but it is important, I think, and a good use of our cash at this time to buyback some shares. So, in summary, what have we heard about today. We've increased our Q3 guidance, particularly on the license and total revenue side. We've increased our Q4 guidance, again on the license and total revenue side. We've provided, I think, very explicit and very detailed guidance with regard to 2004 and, obviously, the combination of PeopleSoft and J.D. Edwards has a very significant, accretive impact on our 2004 results and I think we've given in great detail the synergy expectations that we have for the combined companies. And then, finally, announced a $350 million stock buyback. So, with that, I'd like to introduce my friend and colleague, Ram Gupta, who will talk to us about the product development plan. Ram. RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY - PEOPLESOFT, INC. Thank you. Good afternoon. Good afternoon. As Craig mentioned, both the companies, JDE and PeopleSoft, before the merger, had very strong product lines. PeopleSoft had the best human (ph) capital management system on the planet. PeopleSoft's financial applications were ranked as the number one in the industry. PeopleSoft's CRM products had become a clear, [Inaudible] to Siebel and PeopleSoft was leading in the area of applied (ph) relationship management with its award-winning CRM solutions. JDE, on the other hand, had the best plant, manufacturing and the best in the solution products. It was leading the industry with asset management, real estate management, and advanced management (ph) solutions. Both the companies had established themselves as leaders in different industries. PeopleSoft was a leader in the services intensive industry, like financial services, government, education, health care, telecommunications. JDE, on the other had, was leading in the asset intensive industry to such as pulp and paper, manufacturing, real estate. So my job as a leader of products and technology at PeopleSoft to build on these strengths of these two companies and make us even stronger and we have two clear opportunities. Our first opportunity is to bring more product, more solutions, to our existing 11,000 customers by integrating the products from both the companies. And a second opportunity -- our second opportunity is to build the [Inaudible] products by transferring the intellectual property, the domain expertise from one company to the other. So how are we going to execute on these opportunities. Let me tell you. The first thing we're going to do is to build more products, more solutions, to all our existing customers by integrating the products from both the companies. And these integrations will bring immediate benefits to our customers. Immediate benefits. And all of these integrations will be done in the next 30 to 180 days. Let me give you some examples. In Q4 of this year we will integrate JDE real estate management to PeopleSoft products. Now you wonder, why is that important? Well, as you know, PeopleSoft has a large number of human capital management customers. In fact, PeopleSoft's human capital management applications today manage more than 50 million employees worldwide. Now it's certainly [Inaudible] an employee occupied 100 square feet of real estate. What that means is, that PeopleSoft customers today are trying to manage over five billion square feet of real estate and so by doing this integration we will bring to the customer industrial leading real estate management, so now they can manage their five billion square feet of real estate. Talk about a huge opportunity. Talk about bad news for poor solution vendors like MRI (ph). Another example. By Q4 of this year we will integrate into PeopleSoft CRM solutions to JDE products. Why is that important? Well, as you know, JDE has a lot of asset intensive customers. These customers typically spend over 50 percent of the cost in buying materials. What that means is that the JDE customers today spent over $500 billion in procurement. And so by doing this integration, we'll bring to this customers the industry's best CRM solutions, so now they can reduce their procurement (ph). Once again, battling proponent (ph) solution vendors like [Inaudible]. Another example. In this Q4 quarter we will integrate JDE's smart manufacturing and advanced lining (ph) solutions into PeopleSoft. Why is that important? A number of large PeopleSoft customers use PeopleSoft financials at the corporate and have manufacturing distributed all over the world. By, for example, 3Com, sorry, 3M, Toyota, Connie (ph). And by doing this integration, you know, these customers can have the stable (ph) of manufacturing in the underworld, which it is cheaper, but still have a centralized, financial command and control center. Gives opportunity. Bad news for point solution vendors like Manugistics, QAD. And, finally, in Q1 of next year we will integrate JDE asset management to PeopleSoft products. Why is that important? PeopleSoft has a large number of customers in government, telecommunications and utilities. Now, guess what, what do these people have in common. These customers have lots of assets to manage. governments have heavy equipment, telcos have lines, wires, powers, utilities have this distribution equipment, the CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY vision (ph) equipment. And so by doing this integration, we can bring to these customers industries leading asset management solutions. Yet another opportunity. Yet another bad news for point solution vendors like Amaro.com (ph). As I said before, all of these integrations will be available in the next 30 to 180 days. Let me tell you why I think we can do them so quickly. Three reasons. First, PeopleSoft had integration technologies, like integration broker (ph), that was designed to integrate third (ph) party applications to PeopleSoft applications quickly. [Inaudible] JDE had integration technologies called extended process integration, that was designed, once again, to integrate JDE applications, to third (ph) party applications quickly. So we were able to unify these integration technologies rather easily. Second, PeopleSoft had built an industry standard portals that could accept content from any application. JDE had designed their applications to publish their content into any industry standard portal. So we were able to accept the JDE content into our portals rather easily. And, finally, PeopleSoft had built an open data radar outside (ph) protection that was designed to accept analytical data from any application. JDE had designed their applications to publish analytical data into any open warehouse. So we were able to consolidate the analytical information coming from JDE applications into our warehouse. What that means is, that the foundation of the applications, the process management, the portals, the warehouses, are already integrated and now we can very quickly build on top of the application integration that I just talked about. All of these projects, integration projects, are underway. Some are actually completed. For example, the latest release of JDE 5 had the look and feel of PeopleSoft applications. Some of these products are already integrated. Speaking of that, let me give you a demonstration. UNIDENTIFIED PARTICIPANT In this demonstration, you will see a seamless combination of J.D. Edwards and PeopleSoft products. A manufacturer will use a reverse auction to source raw material. The competition among multiple suppliers will result in dramatic cost savings. The manufacturer is roofing products company named Superior Roofing. Here you see that sand is an important raw material used in the manufacturer of composite shingles. A commodity buyer begins the day by reviewing his system generated to-do-list. In his first integration touch point, you see J.D. Edwards works on those decations (ph) being displayed within the PeopleSoft Enterprise portal. The buyer sees that a blanket purchase order is about to expire. In this case, it is a blanket order for sand. He responds to this notice by reviewing future planned purchases as detailed in J.D. Edwards material requirements planning. He decides to focus on the next six months. The plan calls for 30 truckloads of sand each month. By choosing an action of source, the commodity buyer tells the system to automatically create a sourcing event in PeopleSoft's strategic sourcing. This is the second integration touch point. The result is a competitive reverse auction sourcing event. The real time auction will be used to select a primary supplier of sand for the next six months. In this event, three suppliers submit their bids to the commodity buyer. The system dynamically charts each bid as it is received. The commodity buyer can graphically see the price coming down with each new bid. In this case, dynamic competition is driving suppliers to submit multiple bids. The winning bid price is 10 percent less than it was for the prior six months. That 10 percent savings goes directly to the bottom line. The buyer awards the business to the winning bidder, a supplier named American Aggregates. He selects an award of the (ph) contract, then posts the award. This highlights the third integration touch point. The system automatically creates a blanket purchase order for 180 truckloads of sand in J.D. Edwards purchasing. Three integration touch points I've just highlighted a seamless combination of products from J.D. Edwards and PeopleSoft. As a result, the manufacture benefits from a dramatic reduction in raw materials cost. RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY - PEOPLESOFT, INC. Don't you find this incredible, the seamless integration of the companies and we can demonstrate what new (ph) products. So far we've talked about the first opportunity of bring more products or customers by integration. Now let's talk about the second opportunity. The second thing we're going to do is to build dramatically superior products but [Inaudible] intellectual property, the domain expertise, from one company to the other. Both the companies, before the merger, had a core set of products. PeopleSoft was strong in human capital management. PeopleSoft was strong in CRM. PeopleSoft was strong in financial management. JDE was strong in manufacturing, was strong in distribution, and was strong in financial management. Both the companies had product categories that the other one didn't have. PeopleSoft had categories like incentive management, learning management, performance management, CRM that JDE didn't have. JDE had categories like real estate management, asset management and one-time solutions that PeopleSoft didn't have. So before the merger both the companies on their own were trying to get into those spaces. Both the companies were trying to enhance their offering. For example, PeopleSoft. At PeopleSoft we were trying to get into real estate management and asset management. We were either going to build it or we were going to buy a company. In fact, we run close with associations (ph) with some of the publicly traded companies in those spaces. We were looking at ways to extend our manufacturing solutions. Similarly, JDE was trying to get into the CRM space. They were either going to build it or they were going CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY to buy a company. They were looking at ways to extend the human capital management solution. But now, after the merger, we are best of both worlds (ph). We have the domain expertise. We have information (ph) capital in all product areas. So by leveraging the combined assets of both the companies, now we can build a dramatically superior products. Here's what we're going to do. By transferring the intellectual property of PeopleSoft to JDE, we will escalate (ph) the delivery of CRM solutions natively on J.D. architecture. We will strengthen JDE's human capital management applications using PeopleSoft intellectual properties. We will extend JDE's CRM offering with things like call center management from PeopleSoft's CRM. And we will add new products like planning and budgeting, cash management to JDE offerings from PeopleSoft's portfolio. And these dramatically superior products will be brought to market as PeopleSoft's Enterprise One. On the other side, by transferring the intellectual property from JDE to PeopleSoft, we will escalate (ph) the ability of interstate (ph) management and asset management natively on PeopleSoft's architecture. We will extend the capabilities of manufacturing and distribution on PeopleSoft architecture by leveraging the IT of JDE. We will extend PeopleSoft's CRM products with things like service management, warranty management by using the CRM product of JDE and we will add new products to PeopleSoft like solution marlet (ph) content designer from the JDE portfolio. And, once again, these dramatically instituted products in the goal (ph) market have PeopleSoft Enterprise. However, integrations and IP transfer is not the only thing that we will do in 2004. It's not the only thing. We will continue to add and build more functionality in each of our product families. In the enterprise family we'll add things like frozen (ph) competition management, new payrolls, certificate (ph) out management and then, as far as one family (ph), the last intellect (ph) [Inaudible], leading floor manufacturing, automotive [Inaudible] account. And, of course, we will continue to enhance and maintain PeopleSoft's World family (ph). So as a result of this integration, transfering, and adding new functionalities, we will have three very strong product families. PeopleSoft World, PeopleSoft Enterprise One and PeopleSoft Enterprise. With these strong product families it's hard for me to imagine how we can lose a deal to SAP and Oracle Group in a competitive position. All of these product families will continue to keep the products they already had and we will enhance and extend the products by using the intellectual properties of other product families. As Craig mentioned before, our product strategy is not about consolidating products. Our product strategy is about keeping the goodness of each family, improving it and extending the product portfolio. So what does all this add up to? It adds up to a very comprehensive product road map. A road map that has something for everybody. New products, new solutions for the JDE customers, new products and new solutions for the PeopleSoft customers and dramatically superior products so PeopleSoft can compete and win against SAP and Oracle. You will see us delivering a basis (ph) road map over the next 18 months. In fact, we will make significant announcements at our user conference connect (ph) on September 15th in Anaheim. There you get an opportunity to look in more detail in this road map about every product line, every product. It's going to be a very interesting event. Mark your calendars. I'm confident that we will execute (ph) to this road map. I'm confident because we've done this before, not once, not twice but many, many times. We've brought our banking CRM to PeopleSoft in six months and today we have an outstanding CRM product. We brought over (ph) Coheara, Calico, Specialage (ph) to PeopleSoft in six months and today we have the best CRM products. We brought over team skates (ph) learning management to PeopleSoft in six months and today we lead that space. We know. We know how to take a product, a blueprint and people and migrate it to any architecture. Not PeopleSoft architecture, any architecture. In fact, they're good at this. I'm confident because for the last 12 weeks our teams have been working very well together. A number of projects are already complete and the rest are on schedule. I'm confident because we have 3,000 developers signed up, working hard to execute on this mission. I'm confident because have 11,000 customers who are supporting us to execute on this mission. I'm confident because I have an outstanding management team in place. Each and every product line is being run by a known manager. Some come from PeopleSoft, Resme Lauden (ph), Doug Marrit (ph), Joe Davis (ph), Sasha Quirc (ph), Shatelus Petus (ph). Some come from JDE like Les White (ph), Greg David Seibert (ph). And some come from our favor (ph) company like Jess Randerson (ph). All of these people are industry veterans. In fact, most of them have run their own companies and all of them are at top of the game. I'm confident that we will execute on this road map. You can count on it. Thank you. With that, I'd like to invite Phil Wilmington, Executive Vice President for Americas. Thank you. PHIL WILMINGTON - EXECUTIVE VICE PRESIDENT OF FIELD OPERATIONS - PEOPLESOFT, INC. Thanks, Ram. Good afternoon. I had the same problem when Ram said good afternoon. Good afternoon. You know, when you listen to what's been talked about today, I think it's easy to understand why from day one this acquisition CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY took place there was a buzz surrounding this acquisition. You know we've had the opportunity today to listen to Craig detail PeopleSoft's leadership position in industries, leadership and product and leaderships in markets like mid enterprise and enterprise. We had the opportunity to listen to Kevin talk about the financial impact and the cost synergies and the revenue growth opportunities and now we've just finished listening to a very exciting product road map discussion lead by Ram where we talk about product integration and we've talked about the transference of intellectual property. You know it's easy, as you listen to those things, to understand why there's a buzz surrounding this acquisition. You see my challenge is a little bit different. My challenge is to deliver on the buzz. My challenge in my job is really a kind of a tough job because now you need to take an organization and integrate it into the field to be able to seize the opportunity around the buzz. To take our field organization from one with potential and create, immediately, an organization with the scale and the scope to be able to deliver these results. It's a big job, and it's a job that, historically, in our industry, has not always been done that well. But based on my over 20 years of experience in the field, I've got an opinion on why that's true. It's true because most times when technology companies merge, they've had their sales forces calling on the same customers. They're calling on the same customers with very similar product sets. So, there's a lot of quota redundancy. And when they look to reduce and they look for cost synergies, they impact their quota performing organizations. Well, that's not what we found. We didn't find an organization with a lot of redundancy in the field. We actually found that both organizations were focused. They were focused in different ways. The former J.D. Edwards organization was focused on the mid-enterprise, usually on enterprises that were less than $1 billion in revenue. And they were focused by industry. They led those industries in areas of asset-intensive, in industries like construction and mining, paper and pulp. They led in the life sciences industry. They led in real estate management. They led in engineering. They were the leader in the mid-enterprise manufacturing and distribution space, with over 5,000 customers in North America alone. 5,000 customers in North America alone in the mid-enterprise for manufacturing and distribution. Now, the other organization, the former PeopleSoft organization, had its focus on the upmarket. It was the leader in financial services and telecommunications and education and government, in the industries that Craig highlighted for us, large, complex, global organizations. That's where the focus of the deployment model was. So, there's little overlap in the field. So, the result of this combination is really a huge, global application sales force. We didn't have to eliminate quota-carrying sales people and we'll find cost savings in other areas, and Kevin talked about many of those. But we didn't have to interrupt quota performance, and that's a key factor in the successful merger of these organizations. Little interruption in the field, little interruption as it relates to quota performance. So, let's take a look at what we have in place today. In our field organization today, we have over 2,000 professionals selling and demonstrating the applications that you saw outlined today in Ram's presentation. Over 2,000 people selling and demonstrating these products. We have over 4,000 people focused on successfully implementing for our customers. And in a moment Michael Gregoire will talk about the structure and the drive of these over 4,000 professionals in the market space. These people operate in 36 countries and they service customers who have business operations in over 150 countries. So, if you look at it, it is over 6,000 professionals focused on the selling and successful implementation of PeopleSoft Business Solutions. It is the largest application-focused selling and service organization in the world, strict focus on application. The largest in the world with the exception of one. So, we immediately establish critical mass globally. But then we had to make the big decisions and we had to make them rapidly, with speed and with impact. We had to make the decisions that directly impact your ability to drive revenue. Those decisions were on deployment and field readiness. So, let's talk a minute about deployment. We've gone with a geographic regional or country model to drive our field organizations. But within that regional deployment, we've kept our account executives calling on the customers that they were calling on prior to the merger. We've deployed with our organization focused on the mid-enterprise and customers less than $1 billion and on the upmarket. And then within those regions, we have account executive territories and their managers within those regions, focused on industry. And they are the same industries where we focused our attention prior to the merger. So, in essence, I believe we've maintained the strength of both of the deployment models that were already in place. But we've done what I really believe that you have to do in order to grow revenue. We've given each one of those account executives this full product portfolio to be able to drive revenue. We've given more products to the account executives to be able to sell. More products drive more revenue. Then we had to execute on a field readiness program. Now field readiness program is a lot of blocking and tackling, making sure that things are in place to make your sales organization immediately productive. I want to talk about a couple of components of that field readiness program. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY The first is sales training. You need to train your sales force to take advantage of cross selling opportunities. You need to let them know the qualifying questions, the buyers, the business process issues that they're impacting. You need to help them qualify the right opportunities for cross sell. Now, we've already accomplished much of that. To date, we've already trained over 1400 professionals to cross sell and to qualify cross selling opportunities in the field. We will complete the training of the remaining 600 field resources by the end of October. So, already we've trained over 1400 people. We will complete that training by the end of October. The area of sales tools is an exhaustive list of things that you need to successfully bring a product to market. There's sales collateral materials. There's product reference guides. There's frequently asked questions. There's demonstrations like the demonstration you saw today. These demonstrations are already being given to customers in the selling environment today. And it's not just driven by a demonstration like the one you saw here. It's driven by sales consultants. And those of you who are familiar with our industry, sales consultants own the keys to the kingdom. That's where your product knowledge is. We've consolidated and brought together the solutions consultants and product consultants from J.D. Edwards and PeopleSoft. We brought them together in a single management focus. Why? So that as every account executive in the field qualifies in opportunity, he or she has direct access to the right resource to be able to demonstrate that product. The demonstrations drive the visualization that customers have when they address their business process change within their organizations. So, direct access to the sales consultants to drive the demonstrations. And finally, the area of sales operations. Now, the area of sales operations is really one of infrastructure. It's plumbing and wiring. They're very important things in order to run a sales organization efficiently. For example, in forecasting, pipeline management, today we operate on one forecasting and pipeline management system. We have already completed that integration. Why is that important? One, it allows you to reliably predict your revenue results. But you also make sure that you get the right resources and the right coverage to the right opportunity as a pipeline opportunity is generated and it moves through your forecast. You also impact areas like lead distribution. Over 50,000 leads are generated annually in this new entity. Those leads need to be immediately routed to the right account executive to insure a timely response to the customer. That territory definition, that routing has already been completed. So, these are just a couple of examples of key sales operation components that we had to execute on immediately, and we've already done successfully to make sure that there's no interruption in our business and that customers receive timely response with the right resources. So, why am I confident that it's working? How do I know that these market opportunities are real? How do I know that the impact of this organization is a positive one in the marketplace? Well, you go and you talk to customers. And that's what I've done over the last 8 to 12 weeks. I've had the opportunity to talk to former PeopleSoft customers and former J.D. Edwards customers. You know, there's three types of market opportunities that we have. One is the opportunity to upsell. Now, both organizations had already been upselling. When customers looked to upgrade, we were already selling additional modules to customers and both organizations were selling approximately 60% of their revenues through existing customers. We'll continue to upsell. But now you have the opportunity to cross sell, sell from the different product portfolios and PeopleSoft enterprise and PeopleSoft Enterprise I that Ram discussed. And you've got the opportunity to sell net new name customers. I want to tell you just a couple of quick stories that highlight the cross sell in the net new opportunities and what we're seeing in the marketplace already. The first is a West Coast based life sciences corporation, Invitrogen. I went to Invitrogen. They're a J.D. Edwards world customer that was looking to upgrade to Enterprise I. Now, they're still considering how to map out that upgrade and they'll work with PeopleSoft global services to properly plan it. But now they're not just thinking of that. They're also looking to add performance measurement. Key performance indicators and the balance scorecards to be able to make sure they properly measure and drive their business. They're looking at global consolidations. These are direct cross sell opportunities that were not available to either organization prior to the merger. More products drive more revenue. My favorite story is Lumar (ph). Lumar (ph) is a Tier 1 automotive supplier in Canada. Lumar (ph) went to market with an RFP, an RFP for Tier 1 automotive manufacturing and supply chain functionality, but in addition, they want a supplier relationship management functionality and human capital management. Now, independently, the former J.D. Edwards or the former PeopleSoft might not have been able to address the needs of this company. But now we're on the short list. We've been able to help work with Lumar (ph) and select the right products from the portfolios that you've seen in an integrated approach to bring them the best of automotive Tier 1 supplier, manufacturing and supply chain, the global leading human capital management product and supplier relationship management product. So, that's how I know it's working. Those are real pipeline opportunities, real growth opportunities. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY Now, I recognize that it's early in the process, but this is what I've been doing for the last 8 to 12 weeks, talking with companies about opportunities just like this. So, the customers are excited. There's a high level of expectation. There's increased activity in our field organization. And finally, we'll continue to run our organization so that we'll be successful for the long term by continuing to deliver on our commitments to our customers. With a broader portfolio, you can not just sell application transactions. You have to really be a trusted advisor for technology in the marketplace. Now this was a cornerstone in the J.D. Edwards organization and the PeopleSoft organization, becoming a trusted advisor and business partner and maintaining our commitments with our customers. You commit to it every day and you deliver it to each of your customers. So, we built our global sales organization and we've deployed it by country or by region and then with mid-enterprise and upmarket or enterprise focus. And we've deployed with industry expertise, maintaining the strength of both companies. We've executed on an extensive field readiness program. We've accomplished a tremendous amount in a short period of time. And it's exciting to talk to you today, but it's even more exciting to think of the opportunity that we have in 10 days, when we unveil much of this to 10,000 plus customers who will be assembled in Anaheim. 10,000 people coming to hear this message. The field organization is very excited to be able to execute on that [Gap In Audio] and our customers are very excited as our attendance numbers in connect continue to go up. Now, most of what I talked about is business fundamentals, but I'm a firm believer that you have to execute on the types of business fundamentals discussed here today in order to turn that buzz from a buzz of speculation to a buzz that's driven from exciting revenue results. Thanks very much. I spoke about our service organization, over 4,000 professionals globally, focused on successfully implementing PeopleSoft business solutions. Here to describe the activities in that particular area since the merger is Executive Vice President, PeopleSoft Global Services, Mike Gregoire. MICHAEL GREGOIRE - PEOPLESOFT, INC. - EVP Good afternoon. As Craig mentioned, and you can see from Kevin's results, we've got a very successful, vibrant, integral part of PeopleSoft in our professional services organization. Our professional services organization encompasses consulting, training and our hosting. When you take a look at this business, it's a business that's driven by metrics. And the key metrics in this business is utilization. And if we look at what we've done since we started paying attention and focusing on service delivery because our customers were focused on service delivery, you can see the dramatic increase we've made in these key metrics. Utilization is how active consultants are, working on billable engagements. In 2000, we had approximately 50% utilization rate. Today we consistently and regularly drive between 65 and 75% utilization. Number of prime projects, in 2000, very few. Today we derive over 20% of our revenue in prime projects. This is an important consulting metric because this is how much customers trust you to do an end-to-end solution. Delivery of global projects, when I first came onboard we had no capability to drive global projects. Today we do it every day, all day, large customers, Avis, France Telecom (ph), GE, 3M. These are all demanding global customers, but we've played a material role in their implementation, driving their success on a global basis. Attrition. Attrition is a metric in consulting that many people don't quite understand, but it's integral to our success because we spend so much time and energy making sure our consultants understand our product sweeps. We invest about three months worth of training before our consultant becomes billable. Every consultant has to write three exams that are administered and designed by a third party before we put them out in front of customers. By making sure that those consultants stay working for PeopleSoft lowers our expense base, and it also makes it extremely attractive to our customers. When we look at all of these metrics, and I take a look at the J.D.E. services business as I was going through due diligence, I felt like Michael J. Fox in Back to the Future. J.D. Edwards looked very similar, remarkably familiar to what PeopleSoft looked like three years ago. J.D. Edwards has 1400 consultants, approximately 57% utilization, a very heavy management overhead structure. This is something we've seen before. This is a movie where we know the ending. We actually know the script. We know how to turn the J.D. Edwards services business into the same production metrics that we have with the PeopleSoft global services that we enjoy today. So, my challenge in integration is to drive the new PeopleSoft into these performance metrics in the shortest period of time as possible. We need to do that two ways. First, we have to grow revenue. Let me share with you some of our ideas that we're executing on right now to ensure that we drive revenue. J.D. Edwards has a new release coming out with Enterprise I. Today J.D. Edwards gets 75% of their revenues from new CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY customer implementations. So, 25% of their revenue comes from their current install base. This is too small a number. They have 6600 customers that have the opportunity to be upgraded. This is the place we're going to drive a lot of focus. And we know how to do this. And PeopleSoft, when we announced Version 8, we drove 2,000 upgrades of our software, 2,000 upgrades. We have all of the marketing, the templates to go to market strategies of how to prepare for this. We know how to repurpose this material and aggressively get into the J.D. Edwards install base and tell them about what they can do with the new Enterprise I Products. The other area that we have a dramatic ability to drive revenue is expanding our solution centers. We have 9 of these on a global basis. Let me explain what a solution center is. A solution center is a physical place where we do implementation and upgrade work on vanilla implementations, dramatically driving down the cost. We dramatically drive down the cost because we can have multiple consultants working on multiple projects at the same time. I can have one system administrator working on several projects doing performance tuning. I can have one DBA doing database configuration work. I can have one functional expert working on three or four different financials, HR, CRM applications at the same time. By having these virtual centers, we're able to drive the cost of implementations down almost 35%. We're able to lower the time it takes to implement by 25%. We know how to do this. We've done 650 of these in the last two years. We will have the J.D. Edwards Enterprise I applications into our solution centers before the end of the year. This is going to provide us an opportunity to get into markets where we could never get before. J.D. Edwards could never get into these markets because they didn't have solution centers. PeopleSoft couldn't get into these markets because we didn't have product. This opens up new product markets for us that's going to be extremely exciting. The other area where we can grow is in education. PeopleSoft has world-leading Enterprise education for ERP, undoubtedly the best. We have an ability to take the J.D. Edwards and put it through our field management algorithms for loading classrooms, which means we have fixed costs, more students. We have the ability to sell the J.D. Edwards training programs, which is something we do very well. Selling, training and PeopleSoft was pervasive through every element of the company. It's that way because the product people know customers that take training have a higher customer satisfaction rate, don't call this the GSC. The sales force likes to sell training because they know that customers that understand how the product works have a higher customer satisfaction rate. We have an ability to do this with the J.D. Edwards product sweep. And lastly is, nobody sells and delivers more Enterprise training for the ERP space than PeopleSoft. We have over 500 E titles in our catalog. We're the best in the world at doing this. We have the studios and the technology to turn all of the J.D. Edwards education business into E-learning. We're going to drive at least 10% growth in the J.D. Edwards training business in 2004 and at the same time we're going to drive 17% reduction in cost. This is something that we're very excited about. We know how to do this. The one that I'm most excited about, though, is what Ram was talking about, is implementing new products. We've dramatically increased the number of products that we have to work on. We have dramatically increased the ability to link these products together to drive more value for customers. Customers will want to deal with PeopleSoft global services because we intimately understand how these products work. We intimately understand how these products work together. That's going to provide us with an incredible amount of revenue generation opportunity as customers look to take advantage of these new products, lower their implementation risks and get into market quicker. The other areas that we need to focus on to deliver the $30 to $40 million worth of margin improvement that Kevin talked about is to attack our cost structure. The key areas in attacking our cost structure, first of all, is to increase management's span of control. We've got a very experienced management team in PeopleSoft. And in doing that, we've been able to drive the management span of control. By getting the J.D. Edwards service business into our span of control is going to dramatically reduce the cost structure of the business. We've already talked about utilization and how important utilization is to the consulting business. We have the ability and the know-how to make sure that we know what a consultant can do. We know where those consultants need to work and we know how to get them there. That algorithm, that discipline, that methodology, those tools drive utilization. We do this every day, all day, all around the world. We know we can do this with the J.D. Edwards services business. The third area where we have to attack the cost structure is in using offshore resources. Many of you attended our press conference in May where we announced the opening of our solution center in Bangalore, India. I'm pleased to announce we have 18 projects through our Bangalore center right now. We're going to continue to drive offshore implementations. We're going to continue to drive that with Enterprise and Enterprise I implementations. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY The cost structure in our Bangalore center is one-fifth the cost of a consultant in western Europe and in North America. We're continuously driving more projects into these centers, which makes us more attractive in the marketplace, gets us into more cost sensitive areas and dramatically improves our ability to get to a wider marketplace. In summary, our integration is going extremely well. I have the global management team in place. They all have their cost metrics that they need to go drive. They all have their revenue metrics that they're going to be adhering to. They know what they need to do to drive our tools and methodologies and permeate that across our new 4,000 person strong global organization. Experienced leadership is unbelievably important. As I said before, with my reference to Back to the Future, we've been there. We know what it took to get there. We have the steps and the experience to make that happen. 100% of my management team that was here through 2003 is here today. They are still working for PeopleSoft. They are ready and excited to go drive this new chapter in our growth. Thirdly, we need to maintain our proven track record. I stand before you saying that we do a really good job of professional services. We've provided you with all the metrics. We're going to continue to drive the combined organization along these metrics. With that, you will see that PeopleSoft global services, a combined organization of 4,000 consultants in 36 countries working in 150 countries, will continue to drive margin and topline revenue for PeopleSoft. Thank you. I'd like to invite Cara Wilson (ph) , Vice President of Corporate Communications onstage. Thank you, Cara (ph) . CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS Thank you, Mike. At this point we'd like to open up the forum for question and answer session. I'd like to invite our speakers up to the stage, as well as three additional members of the executive management team, Nancy Caldwell (ph) , our Chief Marketing Officer, Rick Berquist, our Chief Technology Officer and Keith Dubois (ph) , our Executive Vice President of Aman (ph) . While the executives are taking their seats, I'm also going to remind you about Connect. And as you can see from the numerous mentions today, we are all really excited about this event. If you didn't hear, it is September 14th through 17th in Anaheim, California. As Ram mentioned, there's going to be several exciting news announcements. And of course, it's always a great opportunities to speak directly with our customers, executive management team and all of our other managers. Immediately following the Q&A session, I just want to remind you that we are going to be hosting a cocktail reception. We will have all of Ram's general managers here, as well as the extended management team to speak to you and answer any remaining questions that you have. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com QUESTION AND ANSWER CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS For the Q&A, we'll have two miked runners up and down the two aisles. If you have a question, please raise your hand and tell us your name and what company you're with. OK. [Inaudible] in the middle. REESE RICHARDSON - ANALYST - ALAMAR RESEARCH Thank you, Cara. Reese Richardson (ph) with Alamar Research (ph) . So far only one presenter has mentioned the O word, offshore. I was just curious about your plans to move development to India. You talked about the service center. I know that J.D. Edwards was in the process of moving developers there. Can we expect to see greater headcount in India and other lower cost offshore places? UNIDENTIFIED PARTICIPANT Sure, I'll take that. What they didn't mention today was, Mike and I started this offshore together. So, our goal, and it's hard to see here, was to have half consulting and half build up for resources. By the end of this year, PeopleSoft alone would have 150 people in our Bangalore facility with a very aggressive growth plan the following year. Now, J.D.E., on its own had done about a similar arrangement with a company called Comprehensive H&I (ph) . So, they already have I think 75 to 80 people in this center. Both of these centers today are operational, bringing us cost synergies and we continue to look at this opportunity, not just saving cost but also finding bandwidth, also finding great talent, maybe development in that country that has both development and project management. CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS Right here in the red tie up front. UNIDENTIFIED PARTICIPANT Phil, where's Phil? Oh, there you are. I think you mentioned a customer that was looking to upgrade from World to PeopleSoft I. Is that a paid upgrade? In other words, if a J.D. Edwards customer wanted to upgrade to PeopleSoft suite, is that a paid upgrade or are you going to honor maintenance agreements for those types of arrangements? PHIL WILMINGTON - EXECUTIVE VICE PRESIDENT OF FIELD OPERATIONS - PEOPLESOFT, INC. Yeah. In that situation they're looking to upgrade to the Enterprise I product, the products provided is part of standard maintenance. So, it's a part of standard maintenance to be able to expand to the product line, but then an additional product modules or license, there's additional license revenue opportunity. CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS In the back. UNIDENTIFIED PARTICIPANT Question for Kevin. You mentioned $75 million initially in the cost savings. Now it's $150 to $200. Where have you found areas of savings? What was the dramatic jump in that savings plan? KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC. Actually the number didn't change. Our internal plan was always $150 to $200 million. We were a bit, perhaps characteristically conservative at first, in terms of releasing the details behind that. We had a threshold to prove to the world that it was accretive and we weren't quite prepared, at that point in time, to say how accretive we felt it would be. A couple of days later we felt our conservatism was being used against us, somewhat unfairly, so we felt it was appropriate to describe the larger range, the $150 to $200 million. And it's very consistent with the plan we've described here today. There's some modest changes. Some numbers have come up a little bit and gotten us to the range of $167 to $207 million. And that's the savings we've identified to date in the integration process. CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS Gentleman right here in the front, next to the first row. TAD PIPER - ANALYST - PIPER JAFFRAY Tad Piper, Piper Jaffray. A couple of easy questions for you, Kevin. Can you give us what the share count assumptions were for Q3, 4, just so we understand, and full year so we understand the buyback assumption? CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC. Sure. I think it's about 365 million shares outstanding for Q3 and Q4 and probably increasing on a weighted average basis, close to 380 million shares by the first quarter of next year, and that does not include any impact of the buyback in those share accounts. TAD PIPER - ANALYST - PIPER JAFFRAY So, the $0.03 accretion doesn't include that? KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC. That's correct. In terms of the stock buyback, when we're successful in implementing that, and you know, as we said, we'd try to do it this quarter, that is roughly at today's price, roughly about 18 million share count reduction, give or take a few 100,000. TAD PIPER - ANALYST - PIPER JAFFRAY And just to clarify, the 90 to 95, does that include the buyback or not? KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC. It does. It sort of implicitly, I think there is a bit of rounding in terms of the overall goals that we've got there. I think the goals are very aggressive and the numbers that we showed today did not include the buyback so that the share counts that were used were on a pre-buyback basis. If we were to buy back, then we might consider that the amount would be accretive to those numbers, so the $0.90 to $0.95. TAD PIPER - ANALYST - PIPER JAFFRAY OK. A question on the product side. This is either for Ram or Rick, I guess. One of the issues that has been out there has been obviously, J.D. Edwards had a relationship with IBM on the middleware side. You obviously, traditionally use BEA products. Have you made any decisions as to whether you will choose one over the other? That's part of the question. And B, the integration sounds easier than I imagine it actually will be. On the product side, how are you actually, just kind of which route to go on the middleware side? RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY PEOPLESOFT, INC. Sure. I think I'll start with that. PeopleSoft has always supported more than one vendor. It is not just BEA that we had. We supported BEA. We supported IBM. And J.D.E. had supported IBM as a [Inaudible] . Going forward, what you can do is, get all aboard bringing choice to the customers. You saw the product road map, you saw the families of product that could bring them together. It's all about giving them choices. Now, going forward, not [Inaudible] support IBM middleware for J.D.E. family, for their Enterprise I family, it's also extended to the fact that it supports [Inaudible] . So, we'll also support BEA very quickly on that architecture. CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS Down here in the corner. ANN GRAGNER - ANALYST - CHAINLINK Hi. Ann Gragner (ph) from Chainlink (ph) and this question is also for Rick Berquist. Can you talk a little more about the architectural transformation that will happen with the products? Because I would imagine, long-term, you can't support especially the modules like SRM and supply chain and CRM, how they'll all get blended into single platform for the customer base? UNIDENTIFIED PARTICIPANT Our belief today is that we have two product lines going forward on different tool sets and so forth. We think that's very sustainable to look at those products have been successful. The key think is that those [Inaudible] from the same architecture, pure internet architecture for both J.D. Edwards Enterprise I, as well as PeopleSoft Enterprise products. We see that really continuing. [Inaudible] times for finding key things that can be done. To get an example of that, they'll actually come out in the fourth quarter, is J.D. Edwards had a tool for building out of business processes. PeopleSoft was actually in the process of looking into a third party to develop that. We're going to use the J.D. Edwards common tool across both of those. Where there are obvious synergies like that, we're going to take advantage of it. But we see no need, at this point, to be able to have to change the architecture or the tool sets of either one of those applications. CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS [Inaudible]. UNIDENTIFIED PARTICIPANT CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY Hi. [Inaudible] from Medigroup (ph) . A question for Craig. First of all, congratulations on the progress you all have made so far. But we all know that mergers are complicated, and how do you guarantee execution going forward? How are you going to keep all of these different teams focused over the next 6 to 12 months to really insure that this new merged company will be successful. CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC. First of all, we've all been through acquisitions before, some of them successful, some of them unsuccessful. So, we have some degree of advantage of experience. Number two, I think there's a point of diminishing return where, the smaller the acquisition the more risk there is it can be a dart. If you look at some of PeopleSoft's acquisitions early on, they suffered from neglect. The J.D. Edwards acquisition is so large that it's what we live every day. It's like having an elephant as your college roommate. You know, you come back from your shower, you go to class, you come back, they're there. J.D. Edwards is so large, the opportunity is so important, the customer questions, the issues that we face moment by moment force this management team to live the acquisition of J.D. Edwards every day. So, I think that the number one thing that I've always worried about with acquisitions is benign neglect, and we don't have the opportunity for that because the acquisition itself is so large. And so, I think there is a high degree of confidence, and I think if you've sensed anything here today it was that everybody individually, is pretty confident about their role and their part and our ability to execute. CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS Right down here, front. UNIDENTIFIED PARTICIPANT Thanks very much. Questions maybe for Kevin or whoever is appropriate on license and also the services. You've made a considerable change, particularly for '04 and the license outlook and you've given us a lot of good reasons. But maybe if you could try to split for us how much the environment around us is changing in terms of prove economics and so on versus company specifics, which you did go through in great detail, if you can give us anything there. And then on the services side, if I understood the guidance correctly, it does look like the service forecasts are slightly lower than one would have had if you'd simply added up what had been the consensus for PeopleSoft and for J.D. Edwards stand alone. So, I'm wondering if there's any change in the marketplace there, I guess, more on the professional services. Just give us some color, if you can, on those two. Thank you. KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC. Sure. And I'll ask Phil to jump in on the market environment, filling deeds specifically. We are, as we described at the end of the second quarter, we had seen our close rate improve from the Q1 levels and our pipeline had continued to increase during that timeframe. The initial success we've enjoyed with the J.D. Edwards combination of customer feedback we've gotten has all been very, very positive. We mentioned that J.D. Edwards had a fairly strong quarter for their quarter ended July 31st. So, a lot of the data points are starting to line up in that sense. I think our expectations are not overly aggressive. They're thoughtful and they're conservative, but I think they do reflect our current view of the environment. Phil and Keith? PHIL WILMINGTON - EXECUTIVE VICE PRESIDENT OF FIELD OPERATIONS - PEOPLESOFT, INC. Yeah. Thanks, Kevin. I think if you look at the revenue numbers, you see increases in two particular areas. One, I think we've predicted a modest growth at PeopleSoft and J.D. Edwards' core businesses. I do believe that the market is starting to return to some sense of normalcy as it relates to buying patterns. I don't think it's recovered completely, and I don't think you saw that in our numbers. But I think what you do see in our numbers is a belief that these cross sell opportunities are very, very real. If you look at the industries where PeopleSoft is traditionally strong, financial services. You've got a financial service customer base where we're the leader in the industry. We're one of the largest holders of real estate and who needs real estate management? Financial service corporations. We didn't have an offering. We've been out now and we've had the opportunity to talk to entities from the financial services area as an example, but we really believe the cross sell opportunities are very, very real. And I think the market, certainly, I believe, is healing somewhat. We've got that sum in our numbers. So, these cross sell opportunities are also, we believe, very real. Keith? UNIDENTIFIED PARTICIPANT You know, over the last few years we've managed to become a very strong actor in almost all the countries where we do [Inaudible] outside the U.S. With America now, we are becoming a leader, which means that everywhere we do it in other countries, CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY we believe the market is going to focus on primarily two main actors. We're going to be one of the two. And maybe the first time that we're in such a position, and we want to take advantage of this position to bring the size of our company in all the European territories or Asian territories where we do operate [Inaudible] . That's clearly one of the signals of giving, by sharing this type of information with you for [Inaudible]. UNIDENTIFIED PARTICIPANT In terms of the services businesses, on the professional services side for 2004 we are anticipating something in the neighborhood of 10% overall growth in the PeopleSoft core professional services. On the margin component, if you noticed on the business model, we are seeing a slight decline in the overall margin of services in the aggregate and that's both professional services and the maintenance component, I think in the most recent quarter, we're around 57%. Going forward we described it as 54 to 55%. Remember that deferred maintenance breakdown hits that margin line directly. And that is a pure profit impact as part of the purchase accounting, which causes the margin to come down slightly on a year-over-year basis, but we'll see accelerate right back up to normal levels as an exit rate for Q4 2004 and for the full year 2005. CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS (unid) in the back. UNIDENTIFIED PARTICIPANT J.D. Edwards clearly had a vertical market strategy. Could you talk a little bit about your thinking with respect to the combined entity from an R&D perspective in terms of becoming more vertically oriented, as well as from a sales perspective in the U.S., as well as outside the U.S., and then lastly from a marketing perspective? RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY-PEOPLESOFT, INC. From the product line view, PeopleSoft, as we said this afternoon, has already been leading in certain marketplaces, national services, government education and telecommunication. And J.D.E. was leading in [Inaudible] industry. So, what I see happening now is, these two product families, not only we can continue to increase that focus, if you may, as I was talking about we will add [Inaudible] and flow manufacturing [Inaudible] accounting into the one account, as one account and as one family. That's making more vertically focused in the family. So, really, the family will keep adding more financial services features or more telecommunication features. And we're bring asset management forward from Enterprise I family to Enterprise. That gets us again where to put focus and go back to [Inaudible] company. So, I see the progress increase. UNIDENTIFIED PARTICIPANT I think your industry strategy, Neal (ph) , really begins on the products and technology side. It has an industry strategy focus, but then it's deployed in the field with the assignment of account execs who call solely on specific types of companies. And if you look at the deployment model that I've described, it has a dimension, which is geography, so that you have management resources close to the customer. But the next dimension that I describe are size of companies and industries. We previously had, both with the former J.D. Edwards and the former PeopleSoft, account executives who only called on certain types of companies, life sciences, consumer packaged goods, financial services, education, higher education, state and local government, federal. All the industries you saw, Craig represented here today where we were the leader, we had dedicated resources to only call on those types of identities. We will maintain that as part of our deployment strategy. So, it's a multidimensional deployment strategy that I believe you need to utilize in order to succeed, and it's one where I believe we've maintained the strengths the organization's lead. UNIDENTIFIED PARTICIPANT And from a marketing perspective, 'cause I think that was Neal's (ph) question, as well, was what you'll see from us relevant to marketing is, as a result of the acquisition, we actually have increased our talents from industry marketing substantially, brought in some new capabilities that we didn't have before and great new talents. So, we're really pleased with it. In the short term what you'll see is, working closely with the sales organization, they'll be targeting programs into many of the industries around these cost sell opportunities that we have. They're very immediate, so a lot of good opportunities still set up that relate to real estate management and financial services. But we'll be focused heavily on the cost sell opportunities in these major industries. CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS Down front in the white shirt. UNIDENTIFIED PARTICIPANT CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY Hi. [Inaudible] . Craig, you talked recently about competing affects customers galvanized behind you as well as some hold up or freezing of your customer base with regards to the Oracle bid. With respect to your outlook, do you feel that it holds even in the case that the Oracle bid is perhaps extended well into next year? CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC. You know something, I don't think the Oracle bid is a current issue. It's a movie that's been playing a long time. I think people have lost interest in it. Oracle's tactics have created concern among many users, and that's a problem for us. Fortunately, we've been able to overcome much of it and we expect that we will continue to be able to do so. So, I don't see it as a disruptive factor regardless of how many times it's been extended and certainly our financial projections are not based on any kind of fear or apprehension that could be an impact. CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS Right next to him. UNIDENTIFIED PARTICIPANT Hi. This question is for Michael. I just wanted to sort of reconcile two things. One is, when Craig started the presentation and one other executive who proceeded to talk about three things with regard to professional services. One was the highest billing rate in the industry, the highest utilization rate and the least bench. And when you gave your presentation you didn't actually talk about the highest billing rates. One of the bullet points on your item was how you're moving things offshore, which is actually lower billing rates. And I want to just understand, in your projections for revenue, you have to produce a lot more volume at those rates in order to meet those revenue numbers. I just want to sort of reconcile those two things. MICHAEL GREGOIRE - PEOPLESOFT, INC. - EVP Sure. Well, when it comes to billing rates, that's focused on our industry. I'm not comparing that to people doing IT work in telecommunications. I'm talking about ERP service firms working in the ERP space and there's a lot of public record with respect to what the rate structures are like, and we're consistently at the top. With respect to India, that's work that we currently don't get to bid on. It's work that we currently don't get to work on. That's for very price sensitive customers and very fixed pieces of work that we will never get an opportunity to work on anyway, so I'll look at that as completely accretive to what we're doing today. UNIDENTIFIED PARTICIPANT It's a great question, because we contemplated opening a service implementation capability in India. We talked exactly about that. Said, well, is this going to be essentially at the expense of actually higher margins, higher revenue work that we'd ordinarily get and it actually hasn't. There is this almost parallel universe of India-based implementation companies they almost never see because they're flying in at customers, and I don't mean flying the consultants. I mean, they're going into customers that are very price sensitive and completing evaluations and bids that we never get to see. And certainly in the first five months or so, I guess, six months, that we've had this capability and grown it, we haven't seen it come at the expense of the U.S.-based consultants or the European-based consultants, and we're hopeful that that will just continue to be the case and this will be all accretive. UNIDENTIFIED PARTICIPANT The other part of the question is, no one mentioned anything about system integrators or the huge base of alliance partners in any of the presentations. But I just want to understand how that is going to work, especially in light of the J.D. Edwards line partners and then the PeopleSoft line. UNIDENTIFIED PARTICIPANT Even as effective as I think we've been in professional services, our data still shows that 80% of all the work implementing PeopleSoft goes to our business partners. And of course, the largest ones are the former PWC, now IBM, Accensure (ph) , [Inaudible] , and our relationships with them are really quite good. I think one of the things that have helped drive our revenue is that our partnerships for the business partners has now included a footprint for PeopleSoft in every engagement. So, there's few, if any, engagements of PeopleSoft where at least we have, we don't have some small footprint working collaboratively with the partners. And I think if you talk to the bearing points, talk to Ran Blazer (ph) , talk to Accensure (ph) , Steve James (ph) and ask them, is PeopleSoft a good partner or has their progress that I'm kind of hearing about in professional service, coming essentially at your expense? I think they would tell you, it's not coming at our expense. I think they are a good partner. You know, we do collaborate now much better than when I joined the company four and a half years ago. And yes, the one constant that hasn't changed is, we're still only doing about 10 or 15% of all the work. We are a very, very bright spot for the consultants in the last 12 months. And if you talk to these companies, they'll say that PeopleSoft practice was one of the real bright spots for them in an otherwise pretty challenging year. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS Down here in the front. John? JOHN ADAMS - ANALYST - HARKNESS John Torey Adams (ph) , Harkness (ph) . Up until 2002, J.D. Edwards had a history of selling very large bundles of products, often in cases where customers didn't even activate many of the product categories that were included in those bundles. How did that impact your ability to cross sell into those customers now that you have a much fuller suite of products to offer? MICHAEL GREGOIRE - PEOPLESOFT, INC. - EVP Well, the license opportunity, although the product was delivered bundled, the license opportunity and the opportunity for increased license revenue was when additional users were then added and when functionality was turned on. So, while the total solution was delivered, it was contracted for and the license rights were contract for individually in terms of who was going to be utilizing those applications. We're looking at the licensing components that we need to successfully utilize on a go forward basis. But it's our belief that as these new components of functionality are turned on, similar to the J.D. Edwards business process that was in place, then additional license opportunities will present themselves in users and in that increased functionality. CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC. And I'm not sure, John, that J.D. Edwards kind of oversold the suite any more than PeopleSoft or SAP or Oracle. I think there's part of a sales process where there's a financial incentive to take more of the suite if the customer eventually anticipates that they'll want to use it. And so, there may be some cushion in there of non-deployed, but paid for applications. But A, I don't think it's any more than our own cushions, and then B, I think the upsell opportunity still exists, because J.D. Edwards, even in the case that they sold the entire suite, did not sell supplier relationship management, did not sell business analytics. So, I think that remains even in the case where a customer who has licensed everything from J.D. Edwards is still a promising upsell opportunity. CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS Right there in the middle. UNIDENTIFIED PARTICIPANT A couple questions. One on product integration, actually I'll just lay out the product integration question first. When you look at the cross pollination that's taken place between the J.D. Edwards family and the PeopleSoft product family, are you really looking at this as a process level integration or are these two products going to be integrated at the data model level? Can you lay out sort of the different phases? Because integration can be a pretty broad concept and the difference what level at which you're planning this integration. Can you just lay that out? RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY - PEOPLESOFT, INC. Sure. As I was talking this afternoon, I view integration at four levels. And the first thing I talked about was the process level, user interface level which is total and then the data level, which is where the warehouses come into play. So, at all of those two levels we are going to do this integration. The demonstration I did this afternoon, if you notice the J.D.E. application and the PeopleSoft application, you couldn't tell the difference. If you remember, they looked exactly the same, look and feel the same. The same user interface was there. And so, that's one level of integration. The process integration was the one that was [Inaudible] messaging, our big industry application. And the third level of integration is the warehouse, where the data comes together from these two applications, of these two systems and would be available for reporting on those two purposes. So, that solves the customers' problems. But when you're talking about the data model level integration, first of all, to make process level integration work, a lot of times you have a change out involved in both applications. You just can't keep messaging lingered on if the receiving ends are not accepting the data. It's hard to do that. The second phase of what I was talking abut, IT transference, they found moving asset management or if they're moving real estate management from Enterprise I to Enterprise family, at that time, of course we look at the data model, offer both applications and see which one makes more sense and which [Inaudible] makes more sense in the going forward application. So, we would do that as part of our features list. UNIDENTIFIED PARTICIPANT Follow up question for Phil. On the sales integration side, could you add some clarity on how you're actually going to go to market, 'cause you've got three separate core bases? One was from J.D. Edwards and the PeopleSoft core base. It looks like an account executive can actually sell any of these products. And you have a CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY mid-market versus high-end segmentation. So, can you clarify a little bit? If you throw in this mix, how do you actually go to market with two separate core bases versus the old approach where you had point reps for CRM for supply chain with finance and HR, net new versus install base. So, how does it all boil together when you try to execute on the sales side? PHIL WILMINGTON - EXECUTIVE VICE PRESIDENT OF FIELD OPERATIONS - PEOPLESOFT, INC. I'll try not to overcomplicate the answer to a very complex question, but it's a great question. First of all, you have two leading product platforms going forward to drive the new business opportunities. You have PeopleSoft Enterprise and you have PeopleSoft Enterprise I. Now, PeopleSoft Enterprise I, which has the J.D. Edwards foundation or core, will be the lead product the majority of the time for the mid-market or the mid enterprise. We believe it's the right product combination, the right speed of implementation. We believe that that will provide us the greatest advantage in the mid-enterprise. But a rep does have the ability, within specific industries, to select from the other product portfolio if necessary. If it's a smaller service-based organization like a financial services institution, as an example, they might opt for the business solution to be selected from the PeopleSoft Enterprise portfolio. The same is true in certain industries where J.D. Edwards has already established a leadership position. Life sciences is a good example. So, size of entity is only one characteristic. It is a characteristic where you begin to determine the lead product. The customers don't think of themselves as mid enterprise. They think of themselves as successful entities in financial services or life sciences or construction, et cetera. So size of entity is only one leading indicator of proper product selection. Industry is the other and we have crossed, we have trained our organizations to be able to qualify properly and then select through their qualification process the right application set to be again to address the opportunity. CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC. We had some degree of almost concern about how this was going to be received in the marketplace and we wound up with this product strategy through our customer base feedback. Yesterday I was in the Midwest at an eight billion dollar medical device company, so this was clearly above a billion dollars. But the CIO's enterprise infrastructure vision was J.D. Edwards for the MRP at the divisional level, PeopleSoft as the enterprise wide financials and HR solution. And there wasn't the slightest bit of concern that there was the beginning of difficulty of integration. As a matter of fact I think that there was a degree of comfort that should the MRP decision, which had been made on a divisional basis, ever enlarge to an enterprise wide MRP solution that there would be an advantage in being able to migrate up at that point in the future. So we're not feeling any speed bumps here. We're not feeling any seams as we match the best product by industry to the customer. And it's been very reassuring. UNIDENTIFIED PARTICIPANT Hi. Sorry. I believe you said that the combined sales forces are on one sales management and tracking platform. Does that mean that you've gone through the aggregate pipeline and grading it like the old PeopleSoft did? And secondly, how have you rationalized the two different commission structures within the aggregate sales force? UNIDENTIFIED PARTICIPANT Yes we've gone through the pipelines. We've brought those together. We've identified the small number of opportunities where we were both competing in a particular opportunity and we were joint selling those and we were looking to the customer to provide us guidance in terms of the right way to service the account. The commission structures were actually very close in terms of targeted earnings. And we see consistency in the way that the organizations were in sending their sales forces. That's important because from a retention standpoint we don't see life changing dramatically for either organization. We believe that the way people were compensated, the way that they were incented is very, very consistent. But the number of opportunities, as I said, where we were - where we were competing in the field did not have, there wasn't a lot of redundancy there. UNIDENTIFIED PARTICIPANT Over here? BRUCE BURGMAN BRAD BROTHERS HARROWMAN Bruce Burgman (ph) , Brad Brothers Harrowman (ph) . An important motivation behind the merger is the ability to focus on mid-sized accounts like with the smaller than some of your historical. And in that sense you'll be competing with a broader and more fragmented group of competitors. In particular I'm thinking that IT services where the buzzword of the week is BPO and the focus markets are HR and finances accounting. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY To what degree do you think you'll be running into that segment of competition? And more importantly, for the smaller and more price sensitive or complexity averse customer base, what's the likelihood that at some point you'll become a turnkey outsourcer or facilitate that kind of turn-key outsourcing? CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC. Well, first of all these incarnations of delivery of Enterprise software continue. Four years ago hosting was really big and highly anticipated delivery mechanism. Business process outsourcing is currently gaining some visibility and some high expectations. We have always dealt with both of those. Our product was hosted four and half years ago by 13 hosting companies. In the business process outsourcing business, most of the large BPOs offer our product, offer our product. Hewlett offers, Hewlett's the largest outsourcer of HR. They build their service in PeopleSoft and every time they sign up a customer we get a license fee. IBM, Accenture, I think - I think, I may be wrong, but I think this business process outsourcing is one of the higher growth areas of Accenture's in the last six months. Accenture has chosen PeopleSoft as their outsource enterprise software. Lastly, we have our own delivery vehicle that is hosted and that is something called PeopleSoft eCenter. The sales of that service is done through Phil and Hugh's (ph) organization. The infrastructure is provided by HP and their data centers. And I think we have about 60 customers that take advantage of that hosting capability directly from PeopleSoft. The answer to the question is it conceivable that PeopleSoft could itself extend to a BPO an offer the service instead of the software is if that's what the marketplace wants to buy that's certainly what we'll do. So right now I still think it's a minority of demand and we've covered it with partners and they're happy. Customers seem to be happy. But if it gains momentum, then, you know, PeopleSoft would certainly have to take a look at it. UNIDENTIFIED PARTICIPANT The gentleman with the tan jacket in back. NATHAN SCHNEIDERMAN WEDBUSH MORGAN SECURITIES Hi. Thanks a lot. Nate Schneiderman, Wedbush Morgan. A couple of questions for you, PeopleSoft Connect's about a week and a half away. What's the preliminary count of J.D. Edwards's customers you expect to be at that event or that have signed up thus far? UNIDENTIFIED PARTICIPANT We expect that the J.D. Edwards customers, we'll probably get somewhere around 500 J.D. Edwards customers this year. We, of course, started marketing to them after the acquisition and they did just come off of a user conference in June. So we think it'll be a small base this year but a good base from the Western part of the United States. NATHAN SCHNEIDERMAN WEDBUSH MORGAN SECURITIES OK. And then a few questions on the consulting side. You said that PeopleSoft primes about 22% of engagements. What's that number for J.D. Edwards? And then also can you explain the strategy, if any, for cross training each other's consultants on the products for example the J.D. Edwards Professional Service, your professional services head count on the J.D. Edwards side. They stick with the World and the One products or do they get cross-trained on implementing PeopleSoft products and then vice versa from the PeopleSoft side? Thank you. CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC. Sure. With respect to the training of the consultants, it's usually very disciplined on the product. We had domain expertise, a person that intimately understands how benefits work or a customer, I'm mean, sorry, a consultant that intimately understands Sarbanes Oxley. That's a very domain specific resource that can be applied to both product sets because it's business knowledge. When it comes to the, you know, of the implementation of the product itself, that's usually very product specific and what we're doing with that is making sure that consultants have the ability to become entrenched in Enterprise, Enterprise One, or World products. It's a career path for consultants that, you know, continuously look for new challenges. And they have, that's part of our retention strategy is giving them the opportunity to learn different products, different tool sets. It gets more focused at the tools base. As you know the J.D. Edwards tools are built in one tool set, PeopleSoft built in another. Those are very specific skill sets. I don't see a whole lot of cross training between those two. And the integration of these new products would be common across all of the different products, so we can try to integrate these products together. On the priming side, this is an area where I think we're going to grow. J.D. Edwards does not do a lot of priming with respect to the implementation of their products. This is an area where we've definitely got a dramatic increase on the PeopleSoft side. And this CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY is something we want to cross-pollinate on the J.D. Edwards side by putting them through project management training, getting them PMI certified, which is the designation that's the highest level of designation you can for project management. And we're going to try and drive as much of that as we possibly can in 2003 so we're well positioned in 2004 to handle customers' needs for priming projects. UNIDENTIFIED PARTICIPANT Here in the back. JASON INERT MERRILL LYNCH GLOBAL SECURITIES Hi. I'm Jason Inert (ph) from Merrill Lynch. Three questions for Ram on the IP transfer. First, who manages product definition and feature enhancement? Second, who will maintain the version in between the core IP base, or the Enterprise or Enterprise One? And third, what is the pricing look like in terms of, you know, say SRM between the two different product lines? RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY - PEOPLESOFT, INC. Let me take the first two and I think Baer Tierkel can fill his part on the pricing part. The first thing I think I had to say was that who defined the product features? And today we have structured each of the product line has a general manager. A general manager has the vice president of product strategy, product management. These are the guys who work very closely with the feed organization, those organizations and these organizations and my organization. They work very closely with the customers and based on the input they are figuring what new stuff, what feature function, by product buying this by country in cases that need to make into the parts. And on top of that then we sit down together as a dealer and myself and review the portfolio of what all needs to be done and look at the amount of money that we have that we can invest into that outfit. So it's a process that is has two parts to the customer driven in market, customer driven in customer supply coming in. And market driven with a lot of interaction with the feed organization that defines the feature sets. I'm not sure I understood your versioning question. Could you elaborate on that again? JASON INERT MERRILL LYNCH GLOBAL SECURITIES If you make a core IP transfer, let's say from Enterprise One to Enterprise, would that mean that you'll basically have a different version of the SRM product than for the Enterprise? Will the core base then be managed, will both versions be managed on the same track or will you end up having to make different alterations and then theoretically just have two separate, say, SRM product lines that'll have maybe different input in terms of timing and, say, specific features? RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY - PEOPLESOFT, INC. So the prime objective is if we can do, have common components for example a common component for SRM that we can feed into both of the product line. That would be wonderful. But the reality in most of the cases is, especially with somebody else in the industry, if you're selling Enterprise One in a certain industry, that requires special features in SRM. We have to build them. We build them. So I think over time we would do our best to keep a commonalities in both products as IP is being transferred. But chances are some of the diversions would make them very integral. The key point from my - from our organization is to make sure that our divergence are coming is as they're closer to coming in from the field and customer. We try to maintain a commonality as much as we can. BAER TIERKEL - EVP WORLDWIDE MARKETING - PEOPLESOFT, INC. As it relates to the pricing component of the question, currently the PeopleSoft Enterprise One product is licensed by user or on a user count basis. And the PeopleSoft Enterprise product is appraised with what people saw as the position in our marketplaces. Enterprise based pricing or pricing that's based on the size of the entity that is utilizing the particular application. The tremendous advantage in that is that the pricing mechanism should not encumber the deployment or use of an application by an entity. And we're really leading with that definition. It's impossible in Internet, in the Internet world to define a user. As Enterprises extend the application outside the walls of the traditional Enterprise, users are impossible to define for the count. So we've led the industry in the definition of an Enterprise pricing model that bases the application product price or license fee on size of entity using the application. Currently, and until the end of the year, we're proceeding with both of those pricing models for those modules. But we feel that the pricing decisions that we'll be making as we roll into 2004 need to CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY take into consideration two things. One, proper Enterprise pricing that allows the application to be deployed over the Internet without debating with customers what type of user there is but also taking advantage of the user base type of entry price for the smaller or mid enterprise. We have not finalized that decision at this time but we've chosen not to interrupt the pricing model so that we don't interrupt the revenue stream in Q3 and Q4. We will finalize that decision by the end of this year, roll out the pricing model in 2004. UNIDENTIFIED PARTICIPANT OK. We've got time for one last question. How about in the very back in the white shirt? UNIDENTIFIED PARTICIPANT Thank you. Charles (ph) [Inaudible] with Tampa Burnstein (ph) . I guess I had a question for Mike and then a second one for either Mike (ph) or Kevin. Mike, could you talk a little bit about the differences between the customer bases of J.D. Edwards and PeopleSoft and their implementation needs and how that might impact the transferability of PeopleSoft's consulting model to the J.D. Edwards franchise? And then could you, either one of you two, clarify the interaction between increased expectations for implementations revenues coupled with $30 to $40 million of cost savings from enhanced utilization rates in what appears to be the context of no change in your head count of available consultants? UNIDENTIFIED PARTICIPANT Sure. I'll go through the first part and get Kevin to help me out with the second. With the first part of your question, I believe when I've interviewed the people at J.D. Edwards it is clearly a focus issue and a size, scale issue. They're trying to sell many software and their intention is to drive the software license number. And in driving the software license number they've focused all of their relatively small consulting organization on net new software deals and left most of the customer base unmined. And this is an area where I see good opportunity. J.D. Edwards and the fact that J.D. Edwards people and the professionals that ran that organization they said we always wanted to have targeted marketer programs, targeted package delivery into the customer base but we're just so busy working on the net new license deals we just never had the capacity and the focus to go back and work with the customer base. And when I talked to the customers in that customer base and they hear what we do in the professional services side for other PeopleSoft customers, they're extremely, extremely impressed and excited about having the ability to get some of those modules that had not been installed or getting a detailed packaged implementation to upgrade in a lab in a vanilla oriented fashion and fixed price, these are things that are extremely, extremely beneficial to our customer base as well the J.D. Edwards customer base. So I see a lot of upside there. With respect to utilization, you know utilization's a double-edged sword. It works very simply in concept, very difficult in implementation. We're driving the business consistently to be 65 and 75% utilization. If we don't have the ability to drive that utilization, then we're going to go take a look at our head count. And if we take a look at our head count and we feel that we don't have the business to be able to drive that, then we're going to deal with that in a very responsible fashion. The fact of the matter is, we think that there is a lot of - we think we have just the right capacity to drive with that you're recommending is getting into that J.D. Edwards customer base, continuing to get these new products integrated, continuing to drive the business like we have been for the last three years. So right now I think we have the right capacity and we're going to manage to that. Kevin, do you have a ... KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC. I think the other part about that is, well the head count has changed. There's a dynamic underneath that that has been ongoing in PeopleSoft's history in the professional services. And that is the matching of resources with opportunity. That is, we move resources from different areas of the country, different industry specialization, different expertise in different areas, the head count is constantly changing underneath that. While our overall head count has remained relatively constant. There's two ways to increase utilization, spread the same business over a smaller head count or get larger business spread over - the same head count over a larger business. And we're really focused on getting a larger revenue over the same head count. The other point that Mike (ph) , I think, alluded to in the professional services business is while we're not changing professional consultants, we are duplicating middle managers layers by increasing the span of control. We have the ability to drive lower costs of operations for our overall services business. We're not impacting the billable consultants underneath that. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com FINAL TRANSCRIPT PSFT - PEOPLESOFT ANALYST DAY UNIDENTIFIED PARTICIPANT OK. Thank you. That concludes our question and answer session. I'd like to pass it back to Craig for some closing remarks. CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC. OK, two things. One, I'm going to encourage you to do something that very few companies would encourage you to do and that is during the cocktail party of hour or whatever this is, talk to these executives and also the general managers those on the row but full of nothing but general managers. These are the people that run the divisions. You know when I was not a CEO of the company, when I was in their position, when we come to our analyst day what was always humored in was do not to talk to the analyst. And if you see a press person, run in the other direction because by God, you never know what you're going to say. I want you talk to the general managers. The general managers have all almost universally run companies. They're the main expertise's deep. They're currently running $100, $200, $300 million operations at PeopleSoft. They've got four, five, 600, maybe a thousand people reporting to them. They are going to be the people that deal with the strategy question back there. They are the people that are going to be talking about the transference that Ram mentioned of the domain expertise and the intellectual capital. They'll be dealing with that. They'll be top - they are the ones that have the task of achieving immediate integration, seamless integration, integration that can't be determined with the naked eye. They can't be delineated by the naked eye. And so think, you know, one thought is please talk to them as well as everybody up here. That's something we want - we want you to do and want to encourage you to do. The second thought I wanted to leave you with was the one I started with. This acquisition of J.D. Edwards was never intended as a consolidation play. This was never intended to figure out how to drive down the size of the product line, the size of the offering, upgrade people, coerce or enable a revenue stream by a consolidation play. This was all about growing. And the genesis for this acquisition came through two things. One, a management team, senior management team at PeopleSoft felt that they had built an organization that could operate at a higher scale than we were operating at. The management organization at PeopleSoft had the confidence that they could take on SAP at a higher scale, a three billion dollar scale or on a four billion dollar scale. That was the first genesis. The second genesis was the meeting's with Bob Dukowski (ph) . Where Bob's (ph) not the type, J.D. Edwards is not the type, J.D. Edwards and their desire and willingness to compete with one other company, one other company ahead of us was high. And so in the end everybody looked at each other in the eye, everybody had the confidence in themselves and their teams and they took on this challenge. And I think you, I hope, that you come away from this last two hours with a sense that everyone here is confident. Everyone here is committed. Everyone here is challenged. And everyone here is tremendously excited. So please feel free to ask any of them any of that. We're thrilled that you came to listen to us today and we're looking forward to staying in touch with you in the months ahead. Thanks. DISCLAIMER CCBN reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes. In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies' most recent SEC filings. Although the companies may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized. THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES CCBN OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS. (C)2002, CCBN, Inc. All Rights Reserved. CCBN STREETEVENTS streetevents@ccbn.com 617.603.7900 www.streetevents.com =============================================================================== Non-GAAP Financial Measures Certain financial information and projected results of operations referenced in the PeopleSoft Analyst Day presentation on September 4, 2003 included non-GAAP financial measures. The Company uses non-GAAP financial measures because they provide meaningful information regarding the Company's operational performance and facilitate management's internal comparisons to the Company's historical operating results and comparisons to competitors' operating results. The Company uses non-GAAP financial measures in projections of future performance and results based on the Company's best estimates and what the Company believes are reasonable and appropriate assumptions to provide what the Company believes is meaningful information to shareholders and analysts. The Company believes that these non-GAAP financial measures are useful to investors because they allow for greater transparency. The Company has reported similar non-GAAP financial measures to investors and believes that the inclusion of comparative numbers provides for greater comparability in our financial reporting. The non-GAAP to GAAP reconciliations are filed as exhibit (a)(54) to Amendment No. 8 to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 relating to Oracle's hostile tender offer for all outstanding Company capital stock. The non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. EX-99.(A)(53) 7 f92476a8exv99wxayx53y.txt EXHIBIT (A)(53) EXHIBIT (a)(53) [PEOPLESOFT(R) LOGO] PeopleSoft Analyst Day September 4, 2003 Forward Looking Comments - - This presentation contains forward looking statements. These statements reflect PeopleSoft's current beliefs and are based on information currently available to PeopleSoft. Actual results may differ materially. For a more detailed discussion of information regarding risks that may affect the Company's operating results, please refer to the Company's most recent Report on Form 10-K or Form 10-Q. The Company undertakes no obligation to update or revise these forward looking statements. [PEOPLESOFT(R) LOGO] Financial Measures - - During the course of this presentation, we reference results and projections from recurring operations, a non-GAAP financial measure. For a reconciliation of GAAP to non-GAAP financial measures please see our website at www.peoplesoft.com. [PEOPLESOFT(R) LOGO] [PEOPLESOFT(R) LOGO] Craig Conway President, CEO PeopleSoft J.D. Edwards - - Financial Services - Manufacturing & Distribution - - Telecom - Construction - - Healthcare - Pulp & Paper - - Staffing - Real Estate - - Higher Education - Mining - - Government - CPG [PEOPLESOFT(R) LOGO] A leader in more than 25 industries - - Financial Services - Manufacturing & Distribution - - Telecom - Construction - - Healthcare - Pulp & Paper - - Higher Education - Real Estate - - Staffing - Mining - - Government - Industrial Products - - Life Sciences - High Technology - - Content/Media - Pharmaceuticals - - Professional Services - Medical Devices - - Consumer Goods - Automotive - - K-12 - Aerospace & Defense - - Utilities - Wholesale Distribution - - Energy [PEOPLESOFT(R) LOGO] PeopleSoft Analyst Day September 4, 2003 PeopleSoft J.D. Edwards - - HCM - Manufacturing - - Financials - Distribution - - CRM - Asset Management - - SRM - Real Estate - - Analytics [PEOPLESOFT(R) LOGO] [PEOPLESOFT(R) LOGO] PeopleSoft Analyst Day September 4, 2003 PeopleSoft Product Families PEOPLESOFT ENTERPRISE PEOPLESOFT ENTERPRISEONE PEOPLESOFT WORLD [PEOPLESOFT(R) LOGO] [PEOPLESOFT(R) LOGO] PeopleSoft Analyst Day September 4, 2003 [PEOPLESOFT(R) LOGO] Bob Dutkowsky [PEOPLESOFT(R) LOGO] PeopleSoft Analyst Day September 4, 2003 [PEOPLESOFT(R) LOGO] Kevin Parker EVP & Chief Financial Officer 2004 Forecast Revenues (in Millions) License $700 - $715 Professional Services $975 - $990 Maintenance $1,160 - $1,175 Total 2004 Revenues $2.8 - $2.9 Billion [PEOPLESOFT(R) LOGO] 2004 Forecast Revenues (in Millions) License $700 - $715 Professional Services $975 - $990 Maintenance $1,160 - $1,175 ------------------- Total 2004 Revenues $2.8 - $2.9 Billion Pro forma Results* Operating Margin +17% Earnings per Share $0.90-$0.95 *excluding the impact of purchase accounting adjustments. - --------------------------------------------------------------------------------

FY 2004 ------------ FORECAST OPERATING MARGIN RECONCILIATION:** Operating margin from recurring operations 17.0% Deferred maintenance write-down (3.0)% Amortization of acquired intangible assets (3.0)% Facilities restructuring charges and other (0.4)% ------------ GAAP operating margin 10.6% ============

- -------------------------------------------------------------------------------- 2004 Forecast GAAP Operating Results** 2004 Pro Forma EPS $.90 - $.95 Impact of Deferred Maintenance* ($.18) Intangible Amortization ($.14-15) ----------- 2004 GAAP EPS $.57 - $.62 ----------- *Deferred Maintenance write down in acquisition accounting. Impact limited to first year only. EPS calculated assuming 386.5 million shares outstanding in 2004 [PEOPLESOFT(R) LOGO] - ---------- ** The bottom two sections are included on this page for purposes of this amendment to Schedule 14D-9 only and do not appear on this page in the original power point presentation materials. 2004 License Revenue Model +11,000 Customers Up Sell / Cross Sell 64% of License Revenue Continue New Customer success (100 in Q2) [PIE CHART] UP SELL 28% NEW 36% CROSS SELL 36% [PEOPLESOFT(R) LOGO] 2004 License Revenue Assumptions $700-$715 million - 5% growth in Core PSFT and JDEC business - $30 - $40 million in additional revenue identified - Expanded verticals, products, markets [PEOPLESOFT(R) LOGO] 2004 Consulting Revenue Assumptions $975 - $990 million - PSFT Industry Leading Results - Leverage PSFT Experience to JDEC - $30-$40 million pretax profit improvement [PEOPLESOFT(R) LOGO] 2004 Maintenance Revenue Assumptions $1.16 - $1.18 billion - + 10% annual growth - Deferred Maintenance +$650 million at close - Impacted by purchase accounting adjustments - JDEC deferred maintenance write down - $200 million written down to $50 million - Balance rebuilt in one year (or less) [PEOPLESOFT(R) LOGO] Identified 2004 Financial Synergies REVENUE OPPORTUNITIES: - Cross Selling $30 - $40 EXPENSE SYNERGIES: - G&A - headcount $10 - $15 - IT - infrastructure $15 - $20 - Facilities - duplication $18 - $20 - Marketing - programs $25 - $27 - Sales - consolidation $30 - $35 - Consulting - utilization $30 - $40 - Other $ 9 - $10 --------- Total Identified Synergies $167 - $207 million ------------------- Dollars in millions [PEOPLESOFT(R) LOGO] Identified 2004 Financial Synergies CURRENT HEADCOUNT PeopleSoft 8,000 J.D. Edwards 5,000 ----------- Combined 13,000 ----------- TOTAL REDUCTIONS (7% decrease) 750 - 1,000 G&A, Marketing, middle management ----------- 2004 PLANNED HEADCOUNT 12,000 ----------- Virtually no reductions in Development, Sales Reps, Consultants [PEOPLESOFT(R) LOGO] 2004 Operating Model

License Margin 88 - 90% Service Margin 54 - 55% (Including purchase accounting impact) Expenses as a % of Revenue: Product Development 16% Sales & Marketing 25% G & A 6.5 - 7% Pro Forma Operating Margin* +17%

*EXCLUDING THE IMPACT OF PURCHASE ACCOUNTING ADJUSTMENTS [PEOPLESOFT(R) LOGO] - -------------------------------------------------------------------------------

FY 2004 ------------ FORECAST OPERATING MARGIN RECONCILIATION:** Operating margin from recurring operations 17.0% Deferred maintenance write-down (3.0)% Amortization of acquired intangible assets (3.0)% Facilities restructuring charges and other (0.4)% ------------ GAAP operating margin 10.6% ============

- ---------- ** This bottom section is included on this page for purposes of this amendment to Schedule 14D-9 only and does not appear on this page in the original power point presentation materials. 2004 Forecast GAAP Operating Results 2004 Pro Forma EPS $.90 - $.95 Impact of Deferred Maintenance* ($.18) Intangible Amortization ($.14-15) ----------- 2004 GAAP EPS $.57 - $.62 ----------- *Deferred Maintenance write down in acquisition accounting. Impact limited to first year only. EPS calculated assuming 386.5 million shares outstanding in 2004 [PEOPLESOFT(R) LOGO] 2003 Updating Q3 Guidance [PEOPLESOFT(R) LOGO] 2003 Update Updated Q3 Guidance - - License Revenue $135 - $150 - - Total Revenue $575 - $590 - - Pro Forma EPS* $.10 - $.11 DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS *EXCLUDING THE IMPACT OF PURCHASE ACCOUNTING ADJUSTMENTS [PEOPLESOFT(R) LOGO] - -------------------------------------------------------------------------------- 2003 Update** Purchase Accounting P&L Impact

Q3 -- Pro Forma EPS $.10 - $.11 Deferred Maintenance Impact ($.09) In Process R&D Write off ($.04) Severance ($.02 - $.03) Facilities Restructuring Amortization ($.04 - $.05) ------------- Projected GAAP EPS ($.09 - $.10) -------------

DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS - ---------- ** This bottom section is included on this page for purposes of this amendment to Schedule 14D-9 only and does not appear on this page in the original power point presentation materials. 2003 Update Q3 Consolidation time line - July 1st to July 17: - 0% JDEC ownership, no consolidation - July 18th to August 29th: - 85% ownership; results net of minority interest - August 29th to September 30th: - 100% consolidation [PEOPLESOFT(R) LOGO] 2003 Updating Q4 Guidance [PEOPLESOFT(R) LOGO] 2003 Update UPDATED Q4 GUIDANCE - License Revenue $160 - $175 - Total Revenue $615 - $630 - Pro Forma EPS* $.16 - $.17 DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS *EXCLUDING THE IMPACT OF PURCHASE ACCOUNTING ADJUSTMENTS [PEOPLESOFT(R) LOGO] - -------------------------------------------------------------------------------- 2003 Update** Purchase Accounting P&L Impact

Q4 -- Pro Forma EPS $.16 - $.17 Deferred Maintenance Impact ($.12) In Process R&D Write off Severance Facilities Restructuring ($.01 - $.02) Amortization ($.04 - $.05) ------------- Projected GAAP EPS ($.01 - $.02) -------------

DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS - ---------- ** This bottom section is included on this page for purposes of this amendment to Schedule 14D-9 only and does not appear on this page in the original power point presentation materials. 2003 Update FULL YEAR 2003 - License Revenue $485 - $515 - Total Revenue $2,145 - $2,175 - Pro Forma EPS* $.52 - $.55 DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS *EXCLUDING THE IMPACT OF PURCHASE ACCOUNTING ADJUSTMENTS [PEOPLESOFT(R) LOGO] - --------------------------------------------------------------------------------

FY 2003 -------------- FORECAST NET INCOME PER SHARE RECONCILIATION:** Net income per share from recurring operations $ 0.52 - 0.55 Deferred maintenance write-down (0.21) Amortization of acquired intangible assets (0.08-0.10) Acquired in-process research and development charges (0.04) Facilities and headcount restructuring charges (0.06 - 0.08) ============== GAAP diluted income per share $ 0.11-0.13 ==============

- ---------- ** This bottom section is included on this page for purposes of this amendment to Schedule 14D-9 only and does not appear on this page in the original power point presentation materials. 2003 Update Purchase Accounting P&L Impact

Q3 Q4 -- -- Pro Forma EPS $.10 - $.11 $.16 - $.17 Deferred Maintenance Impact ($.09) ($.12) In Process R&D Write off ($.04) Severance ($.02 - $.03) Facilities Restructuring ($.01 - $.02) Amortization ($.04 - $.05) ($.04 - $.05) --------------------------------- Projected GAAP EPS ($.09 - $.10) ($.01 - $.02) ---------------------------------

DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS [PEOPLESOFT(R) LOGO] Purchase Accounting ($ in millions) TOTAL CONSIDERATION Cash & Stock $ 1,790 Options Assumed $ 83 Assumed Liabilities $ 106 Acquisition Costs $ 20 ------- TOTAL $ 1,999 ------- Incremental Amortization = $20 - $25 million per quarter [PEOPLESOFT(R) LOGO] Purchase Accounting ($ in millions) PURCHASE PRICE ALLOCATION Net Tangible Assets $ 478 Intangible Assets $ 699 Deferred Taxes/Other $ (228) IP R&D $ 14 Goodwill $ 1,036 -------- TOTAL $ 1,999 -------- Incremental Amortization = $20 - $25 million per quarter [PEOPLESOFT(R) LOGO] $350 MILLION STOCK BUYBACK - Accretive to 2004 earnings by $.03 per share - Expect to be completed by December 31 - Estimated cash after completion = $1 billion [PEOPLESOFT(R) LOGO] Summary - - Increasing Q3 Guidance - - Increasing Q4 Guidance - - 2004 Guidance - - Significant accretive impact on 2004 - Detailed synergy expectations - - $350 Million Stock Buy Back [PEOPLESOFT(R) LOGO] [PEOPLESOFT(R) LOGO] PeopleSoft Analyst Day September 4, 2003 [PEOPLESOFT(R) LOGO] Ram Gupta Executive Vice President, Products & Technology More products for 11,000 customers Dramatically superior products [PEOPLESOFT(R) LOGO] Integration - - Corporate Real Estate Management - Q4 2003 - - Supplier Relationship Management - Q4 2003 - - Plant Manufacturing & Advanced Planning - Q4 2003 - - Asset Management - Q1 2004 [PEOPLESOFT(R) LOGO] More products for 11,000 customers Dramatically superior products [PEOPLESOFT(R) LOGO] Intellectual Property Transference CUSTOMER RELATIONSHIP MGMT HR / BENEFITS / PAYROLL FINANCIALS DISTRIBUTION MANUFACTURING SUPPLY CHAIN PLANNING ASSET MANAGEMENT REAL ESTATE MANAGEMENT JDEDWARDS 5 PEOPLESOFT 8 SUPPLIER RELATIONSHIP MGMT PERFORMANCE MGMT SERVICE AUTOMATION LEARNING / INCENTIVE MGMT CUSTOMER RELATIONSHIP MGMT HR / BENEFITS / PAYROLL FINANCIALS DISTRIBUTION MANUFACTURING SUPPLY CHAIN PLANNING Intellectual Property Transference

ENTERPRISEONE ENTERPRISE SUPPLIER RELATIONSHIP MGMT SUPPLIER RELATIONSHIP MGMT PERFORMANCE MGMT PERFORMANCE MGMT SERVICE AUTOMATION SERVICE AUTOMATION LEARNING / INCENTIVE MGMT LEARNING / INCENTIVE MGMT CUSTOMER RELATIONSHIP MGMT CUSTOMER RELATIONSHIP MGMT HR / BENEFITS / PAYROLL HR / BENEFITS / PAYROLL FINANCIALS FINANCIALS DISTRIBUTION DISTRIBUTION MANUFACTURING MANUFACTURING SUPPLY CHAIN PLANNING SUPPLY CHAIN PLANNING ASSET MANAGEMENT ASSET MANAGEMENT REAL ESTATE MANAGEMENT REAL ESTATE MANAGEMENT

PeopleSoft Product Families PEOPLESOFT ENTERPRISE PEOPLESOFT ENTERPRISEONE PEOPLESOFT WORLD [PEOPLESOFT(R) LOGO] 2004 Roadmap Highlights

1H 2H - Service & Warranty - Asset Management Enterprise Management - Real Estate Mgmt - Distribution - Planning & - Sourcing and E- Budgeting Procurement EnterpriseOne - Cash Management - Customer - Service Relationship Mgmt Automation - Learning Management

[PEOPLESOFT(R) LOGO] [PEOPLESOFT(R) LOGO] PeopleSoft Analyst Day September 4, 2003 [PEOPLESOFT(R) LOGO] Phil Wilmington Executive Vice President Americas PEOPLESOFT ANALYST DAY Field Resources - - Over 2000 Selling and Demonstrating - - Over 4000 Consulting Professionals - - 36 Countries - - Customers in over 150 Countries Over 6000 Selling and Implementing PeopleSoft Solutions Globally [PEOPLESOFT(R) LOGO] Field Deployment [PEOPLESOFT(R) LOGO] Field Readiness - - Sales Training - - Sales Tools - - Sales Consultants - - Sales Operations [PEOPLESOFT(R) LOGO] Market Opportunity [PEOPLESOFT(R) LOGO] Customer Commitment [PEOPLESOFT(R) LOGO] [PEOPLESOFT(R) LOGO] PeopleSoft Analyst Day September 4, 2003 [PEOPLESOFT(R) LOGO] Michael Gregoire Executive Vice President PeopleSoft Global Services 2000 -- 2003 Performance Comparison

KEY METRICS 2000 RESULTS 2003 RESULTS ----------- ------------ ------------ Utilization 50% 65 - 75% % Prime Projects 3% 20% Deliver global projects None Every Day Attrition 22% Less than 10%

[PEOPLESOFT(R) LOGO] Growing Global Services Revenue - - EnterpriseOne Upgrade Cycle - - Expanding Solution Center Offerings - - Growing Education Revenue - - Implementing New Products [PEOPLESOFT(R) LOGO] Attacking Our Cost Structure - - Increase Management Span of Control - - Increase Utilization - - Leverage Our Off Shore Solution Center [PEOPLESOFT(R) LOGO] Summary - - Integration is on Track - - Experienced Leadership - - Maintain Our Proven Track Record - - Major Contributor to PeopleSoft's Performance [PEOPLESOFT(R) LOGO] [PEOPLESOFT(R) LOGO] PeopleSoft Analyst Day September 4, 2003 [PEOPLESOFT(R) LOGO] Q & A [PEOPLESOFT(R) LOGO] PeopleSoft Analyst Day September 4, 2003 ================================================================================ Non-GAAP Financial Measures Certain financial information and projected results of operations referenced in the PeopleSoft Analyst Day presentation on September 4, 2003 included non-GAAP financial measures. The Company uses non-GAAP financial measures because they provide meaningful information regarding the Company's operational performance and facilitate management's internal comparisons to the Company's historical operating results and comparisons to competitors' operating results. The Company uses non-GAAP financial measures in projections of future performance and results based on the Company's best estimates and what the Company believes are reasonable and appropriate assumptions to provide what the Company believes is meaningful information to shareholders and analysts. The Company believes that these non-GAAP financial measures are useful to investors because they allow for greater transparency. The Company has reported similar non-GAAP financial measures to investors and believes that the inclusion of comparative numbers provides for greater comparability in our financial reporting. The non-GAAP to GAAP reconciliations are filed as exhibit (a)(54) to Amendment No. 8 to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 relating to Oracle's hostile tender offer for all outstanding Company capital stock. The non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. EX-99.(A)(54) 8 f92476a8exv99wxayx54y.txt EXHIBIT (A)(54) . . . EXHIBIT (a)(54) [PEOPLESOFT(R) LOGO] Reconciliation of Non-GAAP to GAAP financial measures (a) (in thousands except margin percentages and per share amounts)

FY 2003 FY 2004 -------------- ------------ FORECAST OPERATING MARGIN RECONCILIATION: Operating margin from recurring operations 17.0% Deferred maintenance write-down (3.0)% Amortization of acquired intangible assets (3.0)% Facilities restructuring charges and other (0.4)% ------------ GAAP operating margin 10.6% ============ FORECAST NET INCOME PER SHARE RECONCILIATION: Net income per share from recurring operations $ 0.52 - 0.55 $ 0.90-0.95 Deferred maintenance write-down (0.21) (0.18) Amortization of acquired intangible assets (0.08-0.10) (0.14-0.15) Acquired in-process research and development charges (0.04) - Facilities and headcount restructuring charges (0.06 - 0.08) - ============== ============ GAAP diluted income per share $ 0.11-0.13 $ 0.57-0.62 ============== ============

FOOTNOTE: For a complete set of financial statements, see the Company's 2002 Annual Report of Form 10-K and quarterly filings on Form 10-Q on the Company's website located at www.peoplesoft.com. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(49)

                                                                 EXHIBIT (a)(49)


PSFT #103



            PEOPLESOFT PURCHASES ALL REMAINING SHARES OF J.D. EDWARDS

PLEASANTON, CALIF. - AUGUST 29, 2003 - PeopleSoft, Inc. (Nasdaq: PSFT) today
announced that, following its July 18 acquisition of J.D. Edwards & Company, it
has purchased all remaining shares not tendered in PeopleSoft's exchange offer.
PeopleSoft initially purchased approximately 105 million of J.D. Edwards
outstanding shares through PeopleSoft's exchange offer for J.D. Edwards common
stock on July 17, 2003. The consideration to be paid for each remaining J.D.
Edwards share will be $7.05 in cash plus 0.43 of a share of PeopleSoft common
stock. Any fractional shares will be paid in cash.

"Over the last month we have moved rapidly to integrate the two companies," said
PeopleSoft President and CEO Craig Conway. "During that time, customer response
has been outstanding and employees have been energized. I am more confident than
ever that this combination will result in enhanced value for shareholders."

ABOUT PEOPLESOFT

PeopleSoft (Nasdaq: PSFT) is the world's second largest provider of enterprise
application software with 11,900 customers in more than 25 industries and 150
countries. For more information, visit us at www.peoplesoft.com.

ADDITIONAL INFORMATION

PeopleSoft filed a registration statement on Form S-4 with the SEC on June 19,
2003 relating to the acquisition of J.D. Edwards & Company. PeopleSoft also has
filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding
Oracle's tender offer. Stockholders should read these documents and any
amendments thereto because they contain important information. These filings can
be obtained without charge at WWW.SEC.GOV and at WWW.PEOPLESOFT.COM.

FORWARD-LOOKING STATEMENTS

These materials may contain forward-looking statements, which reflect
PeopleSoft's and management's current beliefs based on information currently
available to PeopleSoft. These statements are only predictions and actual
results may differ materially. For a more detailed discussion of information
regarding risks that may affect PeopleSoft generally, see PeopleSoft's most
recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Additional
risks relating to the J.D. Edwards acquisition and Oracle's tender offer are
described in PeopleSoft's most recent SEC filings. All forward-looking
statements are only as of the date they are made and PeopleSoft undertakes no
obligation to update or revise them.



CONTACTS:

Lori Varlas
Investor Relations
(877) 528-7413
lori_varlas@peoplesoft.com

Steve Swasey
Public Relations
(925) 694-5230
steve_swasey@peoplesoft.com

                                      # # #

EX-99.(A)(50)

                                                                 EXHIBIT (a)(50)

PSFT #105

           PEOPLESOFT ANNOUNCES $350 MILLION STOCK REPURCHASE PROGRAM

PLEASANTON, CALIF. - SEPTEMBER 4, 2003 - PeopleSoft, Inc. (Nasdaq: PSFT) today
announced that its Board of Directors has authorized a stock repurchase program
for up to $350 million of the Company's common stock.

ABOUT PEOPLESOFT

PeopleSoft (Nasdaq: PSFT) is the world's second largest provider of enterprise
application software with 11,900 customers in more than 25 industries and 150
countries. For more information, visit us at www.peoplesoft.com.

ADDITIONAL INFORMATION

PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9
regarding Oracle's tender offer. Stockholders should read that document and any
amendments thereto because they contain important information. These filings can
be obtained without charge at WWW.SEC.GOV and at WWW.PEOPLESOFT.COM.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements, which reflect
PeopleSoft's current beliefs based on information currently available to
PeopleSoft. These statements are only predictions and actual results may differ
materially. For a more detailed discussion of information regarding risks that
may affect PeopleSoft generally, see PeopleSoft's most recent Annual Report on
Form 10-K and Quarterly Report on Form 10-Q. Additional risks relating to
Oracle's tender offer are described in PeopleSoft's most recent SEC filings. All
forward-looking statements are only as of the date they are made and PeopleSoft
undertakes no obligation to update or revise them.

CONTACTS:

Lori Varlas
Investor Relations
(877) 528-7413
lori_varlas@peoplesoft.com

Steve Swasey
Public Relations
(925) 694-5230
steve_swasey@peoplesoft.com

EX-99.(A)(51)

                                                                 EXHIBIT (a)(51)

JONATHAN C. DICKEY, SBN 088226
TIMOTHY K. ROAKE, SBN 099539
PAUL J. COLLINS, SBN 187709
GIBSON, DUNN & CRUTCHER LLP
1530 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 849-5300
Facsimile: (650) 849-5333

WAYNE W. SMITH, SBN 054593
GIBSON, DUNN & CRUTCHER LLP
Jamboree Center
4 Park Plaza
Irvine, California 92614
Telephone: (949) 451-3800
Facsimile: (949) 451-4220

STEVEN P. MANDELL (pro hac vice)
STEPHEN J. ROSENFELD (pro hac vice)
MANDELL MENKES & SURDYK LLC
333 W. Wacker Drive, Suite 300
Chicago, Illinois 60606
Telephone: (312) 251-1000
Facsimile: (312) 251-1010

Attorneys for Plaintiffs
PEOPLESOFT, INC. and
J.D. EDWARDS & COMPANY

                    SUPERIOR COURT OF THE STATE OF CALIFORNIA
                            FOR THE COUNTY OF ALAMEDA

PEOPLESOFT, INC., a Delaware corporation, and J.D. EDWARDS & COMPANY, a Delaware
corporation,

                                   Plaintiffs,

         v.

ORACLE CORPORATION, a Delaware corporation, PEPPER ACQUISITION CORP., a Delaware
corporation, and DOES 1-100, inclusive,

                                   Defendants.

CASE NO. RG03101434

FIRST AMENDED COMPLAINT FOR:

VIOLATIONS OF CAL. BUS. & PROF. CODE SECTIONS 17200 & 17500; INTENTIONAL
INTERFERENCE WITH CONTRACTUAL RELATIONS; INTENTIONAL INTERFERENCE WITH
PROSPECTIVE ECONOMIC ADVANTAGE; NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC
ADVANTAGE; AND TRADE LIBEL

                              JURY TRIAL REQUESTED

                            CONDITIONALLY UNDER SEAL

    THE ENCLOSED RECORD IS SUBJECT TO A MOTION TO FILE THE RECORD UNDER SEAL

Gibson, Dunn &
Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434


         Plaintiffs PeopleSoft, Inc. ("PeopleSoft") and J.D. Edwards & Company
("J.D. Edwards") (PeopleSoft and J.D. Edwards are sometimes collectively
referred to as "PeopleSoft"), for their complaint against Defendants Oracle
Corporation and Pepper Acquisition Corp. (together, "Oracle"), and Does 1
through 100, allege as follows:

                           I.       INTRODUCTION

         1.       Four days after PeopleSoft announced a $1.7 billion agreement
to merge with software maker J.D. Edwards, Oracle unleashed a hostile tender
offer for all of the outstanding shares of PeopleSoft (the "Tender Offer"). The
Tender Offer - what its CEO called a "war game in a box" - is nothing more than
an unlawful attempt to kill PeopleSoft and was intended to scuttle the planned
merger. While the merger closed successfully on July 18, 2003, this Action is
brought under California law to remedy the substantial and ongoing harm to
PeopleSoft, its customers, and its thousands of employees, from this illegal and
anticompetitive scheme by Oracle and its agents.

         2.       Oracle's first salvo in this "war game" was to announce that
it planned to make a low-ball, cash offer of $16 per share for all of
PeopleSoft's outstanding stock. Oracle never intended the Tender Offer to be a
serious offer to acquire PeopleSoft. Oracle knew the $16.00 price was
artificially low, but in its CEO's words, decided to "give it a whirl." Indeed,
even though the Tender Offer was described by Oracle executives as
"unconditional," the documents Oracle filed with the Securities & Exchange
Commission state that Oracle will be under no obligation to purchase a single
tendered PeopleSoft share should it determine, among other things, that the
value to Oracle of the PeopleSoft shares has materially lessened since the
original offer. [INTERNAL ORACLE DOCUMENTS REVEAL THAT ORACLE ALSO PREPARED A
MARKETING, SALES AND PUBLIC RELATIONS PROGRAM DESIGNED TO INJURE PEOPLESOFT AND
ITS PRODUCTS, IN THE EXPRESS HOPE THAT INJURING PEOPLESOFT WOULD DROP THE PRICE
OF ITS STOCK, MAKING ORACLE'S LOW-BALL BID LOOK ATTRACTIVE. THE STRATEGY WAS SET
FORTH PLAINLY IN ONE EARLY E-MAIL: "THE MORE SOMETHING HURTS PSFT, THE MORE
LIKELY THAT SHARE PRICE DROPS AND $16 STARTS TO LOOK BETTER."]

         3.       Rather than compete fairly and act in a way to preserve the
business of the company it was seeking to acquire, Oracle settled on a scheme to
disrupt PeopleSoft's customer base using the platform provided by a hostile
tender offer. Instead of focusing its message on the PeopleSoft

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Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       2



shareholders to whom the Tender Offer was ostensibly addressed, Oracle
unlawfully contacted PeopleSoft customers and embarked on a campaign of
disinformation in an attempt to cripple PeopleSoft's ability to sell its
software and to poach its customers. Internal Oracle communications elucidate
Oracle's true intent. [AN INTERNAL EMAIL SENT THE DAY AFTER THE TENDER OFFER WAS
ANNOUNCED EVIDENCES THIS RUSE: "WE'VE CERTAINLY WOUNDED PSFT. . . . EVEN IF WE
DON'T END UP CLOSING THE DEAL, THIS IS GOING TO TAKE PSFT TIME TO RECOVER. [P]
AND, OF COURSE, OUR CORPORATE IMAGE OF BEING AGGRESSIVE, BRASH, AND MARCHING TO
THE TUNE OF A DIFFERENT DRUMMER HAS BEEN REINFORCED. I DUNNO ABOUT YOU GUYS, BUT
TODAY I WAS VERY PROUD TO BE AN ORACLE EMPLOYEE!"]

         4.       Oracle bombarded the market and PeopleSoft's customer base
with dissembling and misleading statements concerning its alleged plans to
better "support" PeopleSoft customers - although those knowledgeable about
Oracle and PeopleSoft products know that an Oracle acquisition of PeopleSoft
would impose on existing PeopleSoft customers significant new migration,
software modification and re-implementation costs, increased resource demands,
and substantial disruption to their businesses. For a substantial number of
PeopleSoft customers, it would be impossible for them to convert to Oracle's
eBusiness product suite without also spending millions of dollars to buy an
Oracle database solution, further complicating a change in their software
applications. All would have to accept the less customized solutions offered by
Oracle. None of these customers would be able to take advantage of planned
upgrades and enhancements from PeopleSoft, since Oracle said it would
discontinue those future product plans.

         5.       Despite the seemingly insurmountable obstacles to moving from
PeopleSoft to Oracle's competing application products, Oracle's CEO promised a
"graceful" migration to Oracle's applications. An Oracle Executive Vice
President stated that customers should not be concerned because Oracle would be
utilizing yet-to-be built "very robust migration tools." Such a promise of a
"graceful" migration was not only false but also directly contrary to Oracle's
internal assessment. [IN FACT, INTERNAL ORACLE DOCUMENTS DEMONSTRATE ORACLE KNEW
THAT ANY MIGRATION "CAN BE MESSY." A JUNE 7, 2003 EMAIL ALSO REVEALS THAT EVEN
ORACLE'S OWN EMPLOYEES THOUGHT THEIR CEO'S STATEMENTS ABOUT MIGRATION WERE
UNTRUE: "I DON'T MIND [ANALYSTS] THUMPING US FOR BEING OVERLY SIMPLISTIC IN

Gibson, Dunn &
Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       3



MIGRATING CUSTOMERS FROM PSFT TO 11I [AN ORACLE PRODUCT] - I'M SURE IT'S NOT AS
EASY AS LJE [LARRY J. ELLISON] WAS TRYING TO MAKE IT SOUND LIKE."]

         6.       When Oracle received almost universally negative feedback to
its Tender Offer, Oracle countered with a behind-the-scenes strategy designed to
influence analysts to advise customers that they should delay making any
decisions to purchase PeopleSoft products or services. [ORACLE TOLD AT LEAST ONE
ANALYST THAT ITS REPORT SHOULD INCLUDE ADVISING PEOPLESOFT CUSTOMERS AGAINST
MAKING PURCHASING DECISIONS FOR PEOPLESOFT PRODUCTS; IN THE WORDS OF PEGGY
O'NEILL, VICE PRESIDENT OF ANALYST RELATIONS, WRITING TO ONE ANALYST: "OBVIOUS
CUSTOMER ADVICE SUCH AS WAIT ON PURCHASES UNTIL THIS IS OVER SHOULD BE
HIGHLIGHTED." O'NEILL ALSO BRAGGED TO CHUCK PHILLIPS, "SEE HOW INFLUENCEABLE
THEY ARE WHEN WE GIVE THEM A LITTLE LOVE! AN EMAIL FROM BETTY CHO, AN ORACLE
MARKETING EXECUTIVE, TO AN INDUSTRY ANALYST MENTIONED A "LITTLE BIRDIE" WITHIN
PEOPLESOFT WHO FORWARDED THE MARKETING EXECUTIVE INFORMATION ABOUT PEOPLESOFT'S
PUBLIC RELATIONS EFFORTS.]

         7.       Oracle's scheme to confuse the market worked. Analysts began
suggesting that, in light of the uncertainty created by the Tender Offer,
customers should postpone purchase decisions. Oracle immediately sent this
information, and other wildly conflicting stories, to PeopleSoft's current and
prospective customers, conveying the message that it was too dangerous to commit
to any PeopleSoft deal because, if Oracle succeeds in acquiring PeopleSoft,
PeopleSoft and its products and services will disappear, to be replaced with
Oracle's applications (which conveniently enough run only on Oracle's database
platform). That effort paid off in part, as a number of PeopleSoft's customers
worldwide put transactions with PeopleSoft on hold until the Oracle cloud lifts,
while others chose to proceed with competitors or to attempt to back out of
executed contracts with PeopleSoft. Oracle has now made it clear it intends to
keep that cloud intact well into 2004, and repeatedly makes the ominous claim
that "time is on our side."

         8.       Unless enjoined, Oracle's continuing unfair trade practices
will cause irreparable harm to PeopleSoft, to 13,000 PeopleSoft and J.D. Edwards
employees, and to thousands of its innocent customers worldwide, for which
PeopleSoft will have no adequate remedy at law.

Gibson, Dunn &
Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       4



                              II.      PARTIES

         9.       PeopleSoft is a Delaware corporation, incorporated in 1987.
Approximately 3,500 of its over 8,000 employees work out of its principal place
of business in Pleasanton, California. PeopleSoft is a leading developer and
provider of software technologies and products that manage personnel, customer,
and supplier relationships and business operations. PeopleSoft is and was at all
times relevant herein qualified to do business in California.

         10.      J.D. Edwards is a Delaware corporation, founded in 1977. J.D.
Edwards' principal place of business is Denver, Colorado, and is and was at all
times relevant herein qualified to do business in the State of California. J.D.
Edwards is a leading developer and provider of software technologies and
products designed to improve an organization's internal operations. On July 18,
2003, PeopleSoft announced that it had successfully acquired over eighty
eight-percent (88%) of the outstanding shares of J.D. Edwards pursuant to an
exchange offer, and that it expected to acquire the remaining shares by the end
of August, 2003.

         11.      Plaintiffs are informed and believe and on that basis allege
that Defendant Oracle is a Delaware corporation with its principal place of
business in Redwood City, California.

         12.      Plaintiffs are informed and believe and on that basis allege
that Defendant Pepper Acquisition Corp. is a Delaware corporation formed by
Defendant Oracle solely to receive shares in the Tender Offer, with its
principal place of business in Redwood City, California.

         13.      Plaintiffs currently are unaware of the true names and
capacities of Does 1 through 100, inclusive, whether individual, partnership,
corporation, unincorporated association, or otherwise, and therefore sue these
defendants by such fictitious names. Plaintiffs will amend this First Amended
Complaint to allege their true names and capacities when ascertained.

         14.      Plaintiffs are informed and believe and on that basis allege
that at all material times, each of the Defendants, including Does 1 through
100, was the agent, servant, employee, partner, joint venturer, representative,
subsidiary, parent, affiliate, alter ego, or co-conspirator of the others, that
in doing the things hereafter alleged, each was acting within the scope of such
agency, service, employment, partnership, joint venture, representation,
affiliation, or conspiracy, and that each is legally responsible for the acts
and omissions of the others.

Gibson, Dunn &
Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       5



                           III.     JURISDICTION AND VENUE

         15.      Plaintiff PeopleSoft resides in the County of Alameda.
Plaintiff J.D. Edwards does business in this County and all Defendants have the
necessary minimum contacts with this forum for the Court to exercise personal
jurisdiction. In addition, liability arose in Alameda County.

         16.      The amount in controversy exceeds the minimum for unlimited
civil jurisdiction of this Court.

                             IV. FACTUAL ALLEGATIONS

         17.      On June 2, 2003, PeopleSoft announced that it had reached a
definitive agreement to merge with J.D. Edwards in a $1.7 billion
stock-for-stock transaction. The PeopleSoft and J.D. Edwards combination results
in the world's second largest enterprise applications software company,
displacing Defendant Oracle from that position.

         18.      On Friday, June 6, 2003, only four days after the merger
announcement, Oracle announced that it planned to commence the Tender Offer the
following Monday. The $16 cash offer was a mere 5.9% above the previous day's
closing market price of $15.11 per share and approximately $0.50 per share lower
than PeopleSoft's 30-day high. On June 9, 2003, Oracle formally commenced the
Tender Offer. Oracle's CEO described this move as a "war game in a box" that had
been "pre-scripted" in case PeopleSoft agreed to merge with J.D. Edwards.

         19.      Oracle launched its hostile takeover of PeopleSoft with a
promise to scrap PeopleSoft's "best of breed" software products. Oracle's CEO,
Larry Ellison, who had proclaimed "best of breed is dead, except for dog shows,"
announced that Oracle would cease selling PeopleSoft's products to new
customers. Oracle's CFO, Jeff Henley, told a press conference that Oracle did
not intend to "keep [PeopleSoft] alive." Oracle's Executive Vice President
admitted that PeopleSoft's products would be placed in "maintenance mode," but
customers should not be concerned because Oracle was going to offer "as graceful
of a migration path as possible." [ORACLE'S EXECUTIVE VICE PRESIDENT AND A
MEMBER OF ITS BOARD, SAFRA CATZ, ADMITTED IN AN INTERNAL EMAIL: "WE REALLY WON'T
BE CONTINUING [PEOPLESOFT'S] PRODUCT LINE."]

         20.      By initially announcing that Oracle intended to retire
PeopleSoft's acclaimed software applications and issuing numerous false and
misleading statements under the pretense of a hostile

Gibson, Dunn &
Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       6



tender offer, Oracle hoped to harm PeopleSoft as a competitor in the
applications software space, adversely affect PeopleSoft's sales, poach
PeopleSoft's prospective customers, and otherwise interfere with PeopleSoft's
customer relationships through a concerted campaign of fear, uncertainty and
doubt.

         21.      Oracle's scheme was so transparent that shortly after it was
announced, its seriousness was widely questioned by industry observers. As Mark
Veverka said in a Barron's Online article dated June 9, 2003, analysts and
investment bankers "seem to agree that [Oracle CEO Larry] Ellison is not
terribly serious about buying PeopleSoft," but "by making a run at the company
through an offer that was market value in cash, Ellison at the very least can
create confusion, uncertainty and chaos among the customers and employees of
both PeopleSoft and J.D. Edwards." Says Jeff Matthews, general partner at Ram
Partners, a Greenwich, Connecticut-based hedge fund: "[I]t sounds like they want
to shut down PeopleSoft almost entirely. This isn't a takeover; it's a
hostage-taking." Those views are perhaps guided by Mr. Ellison's prior forays
into hostile takeover attempts of Apple Computer (where he launched and quickly
withdrew what he called a "trial balloon"), and Gupta Corporation (where he
moved to acquire the company ostensibly to improve Oracle's low-end product
line, and then later abandoned the unsolicited bid while still making a profit).
Ellison has been misleading with regard to his interest in J.D. Edwards, as
well. Oracle initially sued PeopleSoft to block the J.D. Edwards acquisition,
and inserted a condition in its Tender Offer that would have allowed Oracle to
abandon the Tender Offer in the event PeopleSoft acquired J.D. Edwards by
issuing new shares of PeopleSoft stock. As well, Ellison publicly disparaged and
belittled J.D. Edwards, injecting confusion into J.D. Edwards' customer base due
to the perception that Oracle's acquisition of PeopleSoft might result in the
cancellation of the PeopleSoft-J.D. Edwards merger agreement. After analysts and
industry observers denounced the Tender Offer as a transparent effort to disrupt
PeopleSoft's acquisition of J.D. Edwards - and after this lawsuit was first
filed - Ellison suddenly changed course, stating that he "would love to have
both PeopleSoft and J.D. Edwards." [IN FACT, ELLISON NEVER DISCLOSED THE EXTENT
TO WHICH ORACLE HAD BEEN CONSIDERING THE POSSIBLE ACQUISITION OF J.D. EDWARDS IN
THE MONTHS IMMEDIATELY PRECEDING PEOPLESOFT'S ANNOUNCEMENT OF ITS ACQUISITION OF
J.D. EDWARDS, AND THAT ITS INVESTMENT BANKERS HAD MADE CONFIDENTIAL

Gibson, Dunn &
Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       7



PRESENTATIONS TO ORACLE MANAGEMENT AS EARLY AS THE FALL OF 2002, CONCERNING A
POSSIBLE STRATEGIC RELATIONSHIP WITH J.D. EDWARDS.]

         22.      Mr. Ellison recently proclaimed "with or without us,
PeopleSoft cannot survive." PeopleSoft is informed and believes, and thereon
alleges, that Ellison also has told PeopleSoft customers directly that
PeopleSoft is "dead." Oracle's tactics demonstrate that Oracle is following its
CEO's command to destroy PeopleSoft. [AS PART OF ITS ORCHESTRATED "WAR GAME IN A
BOX," ORACLE MISTAKENLY ASSUMED IT WOULD HAVE TEN DAYS TO LAUNCH AN ASSAULT ON
PEOPLESOFT'S CUSTOMER BASE WITHOUT BEING IMPEDED BY PEOPLESOFT BECAUSE UNDER
FEDERAL LAW, PEOPLESOFT HAD TEN DAYS TO CONSIDER THE OFFER BEFORE RESPONDING TO
IT. THUS, ORACLE'S STRATEGY INCLUDED IMMEDIATELY CONTACTING INDUSTRY ANALYSTS IN
AN ATTEMPT TO INFLUENCE THEIR VIEWS. AS O'NEILL, WHO WORKED ON INFLUENCING
INDUSTRY ANALYSTS, PUT IT: "THEREFORE, WE HAVE THIS 10-DAY WINDOW TO ACTIVELY
TALK WITH ANALYSTS AND PSFT WON'T BE IN A POSITION TO ANSWER BACK."]

         23.      [INTERNAL ORACLE DOCUMENTS REVEAL THAT THE PURPOSE OF THIS
ATTEMPT TO MOLD THE OPINIONS OF THE INDUSTRY ANALYSTS WAS AT LEAST TWO-FOLD.
FIRST, ORACLE HOPED TO CONVINCE THE INDUSTRY ANALYSTS THAT MOVING FROM THEIR
PEOPLESOFT PRODUCTS TO ORACLE PRODUCTS WAS SOMEHOW GOOD FOR THE CUSTOMER.
SECOND, ORACLE TOOK THE VIEW THAT ANYTHING THAT COULD HURT PEOPLESOFT IN THE
MARKETPLACE COULD DRIVE DOWN THE PRICE OF PEOPLESOFT STOCK, THEREBY MAKING
ORACLE'S LOW-BALL OFFER APPEAR ATTRACTIVE TO PEOPLESOFT'S STOCKHOLDERS.]

         24.      Oracle knows - but has studiously failed to disclose to the
public - that there are potentially insurmountable barriers to consummating the
Tender Offer. Indeed, buried in the documents filed with the SEC which describe
the Tender Offer is the fact that Oracle is under no obligation to purchase a
single tendered PeopleSoft share should it determine that (a) the disruption to
PeopleSoft's sales and business - disruption that Oracle itself is causing by
launching the Tender Offer and engaging in the unfair trade practices directed
at PeopleSoft and its customers - is a "materially adverse" development, or (b)
"the value of the [PeopleSoft] shares to us" has materially lessened. These
facts reveal the Tender Offer to be completely illusory, and further expose the
motivation behind it. Nevertheless, Oracle's management continued to mislead the
market, and PeopleSoft customers, concerning the hugely conditional nature of
its Tender Offer. As Oracle's

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Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       8



CFO, Jeff Henley, obscurely noted in Oracle's June 16 conference call, "if all
those conditions are met, I think it's an unconditional offer." By launching its
offer near the close of PeopleSoft's second fiscal quarter, Oracle designed it
to cause maximum harm to PeopleSoft by trying to impair PeopleSoft's financial
results for the quarter, possibly causing PeopleSoft's stock price to decrease.
Should that happen in the future, Oracle can claim a "materially adverse"
development that lessens the "value to us" of PeopleSoft's shares, and then just
walk away from the Tender Offer without having purchased a single share.

         25.      Lastly, Oracle faces a formidable barrier in its attempt to
eliminate competition through its hostile tender offer: the federal and state
antitrust laws. Oracle's plans are undergoing a rigorous analysis by skeptical
government regulators and attorneys, and the outcome of its mandatory antitrust
review is in serious doubt. Despite its early pronouncements of a "highly
fragmented" market and claims that its Tender Offer presented no antitrust
difficulties, on June 30, 2003, the antitrust division of the United States
Department of Justice issued its "second request" - indicating that the proposed
transaction will receive heightened antitrust scrutiny and could potentially be
blocked - seeking extensive additional information necessary for its
investigation. Earlier, on June 18, 2003, Connecticut's Governor, Attorney
General, and Comptroller announced they had filed an antitrust lawsuit against
Oracle to block the hostile takeover of PeopleSoft, noting in their press
release that Oracle's proposed takeover "would violate state and federal
anti-trust laws, directly damage the state and its economy, and raise prices for
businesses, governments and consumers by significantly reducing competition in
the markets PeopleSoft serves and forcing current PeopleSoft customers to
replace their software with other companies' products." That press release also
announced the assembly of a "powerful coalition of states and other consumers
that will suffer the same unacceptable costs if this unlawful, anti-competitive
takeover is permitted." It was subsequently announced on August 1, 2003, that
Attorneys General from approximately 30 states had formally agreed to cooperate
in an antitrust investigation of Oracle's hostile tender offer. In addition,
CNET reported on August 8, 2003, that "Oracle's hostile bid for PeopleSoft is
currently under review by Canadian antitrust regulators," who began their review
"shortly after the software company announced its plans in June to acquire
competitor PeopleSoft in a hostile bid." Meta Group, an

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Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       9



industry analysis firm, stated on July 23, 2003, that among the "numerous
obstacles that make [the tender offer] unlikely to be consummated in its current
form" is that a ruling from the Justice Department is still "3-6 months away."

A.       CUSTOMER AND INDUSTRY REACTION TO THE TENDER OFFER

         26.      Oracle's initial announcement caused a firestorm of hostile
customer and prospective customer reaction, especially because Oracle had
essentially announced that multi-million-dollar investments in enterprise
software by PeopleSoft's thousands of customers would be in severe jeopardy,
that customers who had earlier considered and rejected Oracle's troubled
application products would ultimately be forced to "migrate" to Oracle's
products, and those customers who did not utilize Oracle's database products
would be forced to switch database platforms as well as migrate their
applications.

         27.      Industry groups also noted the enormous threat posed by
Oracle. As one worried customer told Dow Jones Business News, switching to
Oracle will be "almost like starting over." The Higher Education User Group
issued a press release advising that:

         [Oracle's] threat to terminate development of our higher education
         applications is appalling. The offer to help us migrate our
         applications onto a different suite is unacceptable in terms of impact
         to our students, to our faculty, and to our staff," stated Ola Faucher,
         HUEG President. "A migration to an ERP suite we purposely did not
         choose in the first place would force our institutions to expend vast
         amounts of money, precious staff time and talent, and place our core
         business processes at risk.

The Distributors and Manufacturers User Group issued its own press release,
opining that:

         Oracle must have very little respect for PeopleSoft's customers to
         believe that any manufacturing organization running mission-critical
         applications could `gracefully' switch from one vendor's application
         suite to another at minimal cost. Oracle's declared strategy would cost
         manufacturing customers millions of dollars and disrupt their
         operations.

In a press release, the International Customer Advisory Board, an independent 17
member organization representing PeopleSoft's 5,100 customers worldwide, stated
that:

         Oracle's expressed intention to discontinue the PeopleSoft product line
         is of grave concern to organizations that have chosen PeopleSoft
         applications to run their businesses. We feel strongly that an Oracle
         acquisition of PeopleSoft would reduce competition and force PeopleSoft
         users to migrate from their current applications and possibly database
         platforms -- this unnecessary, expensive and risky effort is clearly
         not in the best interest of PeopleSoft customers.

Gibson, Dunn &
Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       10



Similarly, Quest, the J.D. Edwards User Group, an independent organization
representing J.D. Edwards users in more the 50 countries, came out in favor of
PeopleSoft's merger with J.D. Edwards and against the Oracle takeover bid,
stating:

         We believe the Oracle deal would significantly reduce the number and
         quality of choices for consumers of enterprise software and,
         ultimately, substantially harm the members of our organization. . . .
         The 'sound bites' from Oracle's upper management suggest that this
         deal is not intended to benefit consumers by enhancing the current
         product offerings of either company, but rather to remove one
         competitor from the marketplace. The loser in the end won't be J.D.
         Edwards, PeopleSoft or Oracle. It will be users, such as those
         represented by Quest.

The Healthcare Industry User Group has likewise noted its opposition to the
deal:

         [Oracle's] offer to help us migrate our applications to a different
         suite is anything but reassuring. . . .At a time when 44 million
         Americans remain uninsured and the economy is in a downturn, healthcare
         institutions have a responsibility to use their resources wisely.
         Investing millions of dollars migrating to an ERP solution that most of
         us did not choose in the first place is clearly not in our best
         interest. In addition to the monetary investment, the training time for
         staff would pose a real threat of placing our core business processes
         at risk.

         28.      In what several prominent news organizations and analysts have
branded "backpedaling," Oracle in recent weeks has begun issuing announcements
that it was now "committed" to supporting PeopleSoft products, but without (a)
retracting its earlier statements and (b) providing any meaningful detail as to
what its new "commitment" entails. Despite its public statements and
advertisements that it would provide "flexible upgrades" for PeopleSoft
products, Oracle never has said what that means, because it candidly does not
intend to provide such upgrades--only "maintenance mode." As one industry
observer has stated, if Oracle stops upgrading the PeopleSoft product line, "in
this industry that is a quick death."

B.       MARKET REACTION TO THE TENDER OFFER

         29.      Market reaction to the announcement of the Tender Offer was
swift and decisive. The market considered the price offered by Oracle for
PeopleSoft shares to be significantly lower than their true value - an attempt
to "lowball" PeopleSoft's shareholders. In the hours following Oracle's
announcement, the market price of PeopleSoft's shares increased in value by over
23%, finally closing on June 6, 2003, at $17.82, an increase of almost 18% over
the previous day's close and $1.82 (11.4%) higher than Oracle's $16 per share
offer.

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         30.      Oracle's machinations did not escape notice by commentators
and analysts, who agreed that Oracle's initial offer was not serious, and
Oracle's stated intention to eliminate PeopleSoft's products on completion of
the Tender Offer was designed to, and likely would have, a chilling effect on
PeopleSoft's existing and potential customers, perhaps causing them either to
abandon PeopleSoft altogether or delay new sales and product upgrades until the
fate of the company is clarified. In one particularly memorable June 16, 2003
news conference, Oracle's harried executives were met with a firestorm of
criticism so extensive that Oracle did not post the transcript on its website,
claiming falsely that "technical difficulties" prevented it from doing so. The
truth is Oracle had a transcript of that session, but chose not to publish it on
its web site because of the harsh nature of the questions posed by analysts and
the press. The full transcript, which Oracle only recently produced to
PeopleSoft as "confidential," is revealing. [ONE ANALYST ADVISED CHUCK PHILLIPS
AND JEFF HENLEY THAT ORACLE'S BID WAS "DRAMATICALLY UNDER-VALUED"; HE WAS HAPPY
PEOPLESOFT WAS FIGHTING BACK "BECAUSE YOU GUYS WERE SCREWING WITH THEIR
BUSINESS"; "IF YOU MADE A REAL BID, IT WOULD BE A DIFFERENT STORY"; WHAT THE
ORACLE EXECUTIVES WERE SAYING "SOUNDS RIDICULOUS"; THIS "WAS A BULLSHIT BID --
USING THE VERNACULAR, OKAY?"; AND A RECENT WALL STREET JOURNAL ARTICLE WAS
CORRECT IN SAYING THAT "LARRY ELLISON IS NOT REAL, THAT HE DOES THIS ALL THE
TIME, THAT HE MAKES B.S. THINGS AND THEN DOESN'T FOLLOW THROUGH ON THEM."
ANOTHER ANALYST CONTINUED THE HARSH OBSERVATIONS ABOUT ORACLE: "YOU'RE
ILLUSTRATING EXACTLY WHY A LOT OF PEOPLE DON'T LIKE YOUR COMPANY . . . NO ONE
SUPPORTS YOU, NO ONE BELIEVES YOU." ONE ANALYST WAS CUT OFF BY ORACLE WHEN HE
SAID ORACLE WAS "APPEALING TO THE LOWEST COMMON DENOMINATOR OF SHORT TERM
SHAREHOLDER'S INTEREST," AND THAT ORACLE WAS PROVING "THAT ALL YOU'RE TRYING TO
DO IS DISRUPT" THE J.D. EDWARDS MERGER. AN ADDITIONAL QUESTIONER OBSERVED, "IF I
WAS A PEOPLESOFT CUSTOMER RIGHT NOW, I WOULD PROBABLY BE PRETTY UNHAPPY THAT I
HAVE TO GO THROUGH A VERY EXPENSIVE MIGRATION OVER TO ORACLE." ONE PARTICIPANT
NOTED THAT "THE APPROACH YOU'RE TRYING TO WORK NOW . . . APPEARS TO ME TO
CONTINUE TO BADMOUTH PEOPLESOFT." THE RELENTLESS CRITICISM FINALLY PROMPTED
HENLEY TO NOTE THAT HE WAS "RUNNING OUT OF PATIENCE" WITH THE QUESTIONS HE WAS
RECEIVING.] As reported in the Wall Street Journal, Oracle's Phillips
acknowledged that "from the very first meeting, there were fingers pointed in my
face."

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         31.      In light of the furious reaction of financial and market
analysts, Oracle succumbed to the ridicule and raised its offer to $19.50,
falsely claiming that it did so because the feedback it had received from
PeopleSoft shareholders indicated that a $19.50 price was appropriate. In fact,
as of August 8, 2003, only about 10% of PeopleSoft stockholders has found this
price attractive enough to cause them to tender their shares to Oracle, and
there is no reason to believe that Oracle's Tender Offer will ever be
consummated. Nevertheless, Oracle persists with its "customer outreach campaign"
to disrupt PeopleSoft customer relationships, under the guise of its clearly
inadequate Tender Offer.

C.       ORACLE'S FALSE, MISLEADING AND DECEPTIVE STATEMENTS AND OMISSIONS

         32.      Oracle's false, misleading and deceptive statements and
omissions have included: (i) mischaracterizing what Oracle initially told the
public about its plans to stop selling PeopleSoft products; (ii)
mischaracterizing or omitting vital information about PeopleSoft's products;
(iii) mischaracterizing or omitting vital information about Oracle's ability to
provide support to PeopleSoft's customers; (iv) mischaracterizing or omitting
vital information about the cost to PeopleSoft customers of its plan to
"migrate" them to Oracle; (v) mischaracterizing or omitting vital information
about its true intentions vis-a-vis PeopleSoft and its products; and (vi)
failing to disclose that government regulators are unlikely to allow Oracle to
acquire PeopleSoft. The following Oracle statements are representative of the
false, misleading, and deceptive statements Oracle has made:

                  a. In its conference call of June 6, 2003, called ostensibly
         to announce its offer to purchase stock from shareholders, Oracle
         directed its focus to PeopleSoft's customers. Thus, Oracle claimed
         "[PeopleSoft customers] will also be offered a no extra license charge
         [sic], a product migration to the equivalent Oracle product." This
         statement is false, misleading, and likely to deceive PeopleSoft
         customers, and omits critical information which Oracle knows is vital
         to PeopleSoft customers. The license charge is only one relatively
         small part of the total cost of ownership of software that businesses
         use to run their enterprises. PeopleSoft's customers will have to incur
         consulting, integration, and conversion costs, over and above any
         waived license fee, and those costs will be substantial. A substantial
         portion of PeopleSoft's current customers who do not run their
         PeopleSoft products on the Oracle database would

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         have to purchase and switch to an entirely new database, potentially
         costing them millions of dollars in out-of-pocket costs, along with the
         attendant business disruption costs that would result from such a
         massive undertaking.

                  b. Oracle also claimed during that call: "Though we will not
         be actively selling PeopleSoft products to new customers, we will
         provide enhanced support for all PeopleSoft products . . . . For
         PeopleSoft customers, we'll provide enhanced support and make it easy
         for them to upgrade to a broader and fully integrated E-business suite
         . . . One of the things we're going to do immediately is improve the
         quality of support." In addition, in an amendment to Oracle's Tender
         Offer Statement filed with the SEC on June 10 (the "June 10
         Amendment"), Oracle stated that "Customer support will improve." These
         statements are false, misleading, and likely to deceive PeopleSoft
         customers, and they omit critical information which Oracle knows is
         vital to PeopleSoft customers. Oracle has no basis for its claim that
         it will provide enhanced support - especially if Oracle fires the bulk
         of PeopleSoft's employees, as its CEO has predicted, or those employees
         simply refuse employment with Oracle. Moreover, Oracle has omitted
         critical information about which PeopleSoft customers will be entitled
         to upgrade rights, and which will be stranded with a product Oracle
         will eliminate; Oracle has not disclosed whether, for example, new
         PeopleSoft customers who sign contracts after the Tender Offer
         commenced will be entitled to upgrade rights, or whether these new
         customers will become an "orphan" class of PeopleSoft customers.
         Further, Oracle's support for its own products leaves much to be
         desired, and Oracle will be hard pressed to show how it can "enhance or
         "improve" PeopleSoft's best of breed support of its own products.

                  c. Oracle also stated on the June 6 call: "PeopleSoft
         customers will benefit from having access to a migration path that will
         be optimized for moving to a broader and more fully integrated
         E-business suite" and "PeopleSoft's development team will also build
         the upgrade migration scripts from PeopleSoft products to the Oracle
         E-Business Suite." These statements are false, misleading, and likely
         to deceive PeopleSoft customers, and omit facts which render them
         deceptive and misleading. Oracle's subsequent public statements falsely

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         claimed it did not intend to migrate customers from their chosen
         PeopleSoft "best of breed" products to Oracle products and falsely
         claimed its public record statements had been "misconstrued." Further,
         Oracle applications only run on Oracle's database and application
         server. Moreover, as with all hostile takeovers, there is no guarantee
         that Oracle will have a "PeopleSoft development team" to create such a
         "migration path." [INDEED, AN EMAIL FROM CHUCK PHILLIPS TO A PEOPLESOFT
         CUSTOMER STATES THAT "MIGRATING BETWEEN RELEASES IS NEVER COST FREE,"
         AND THAT MIGRATION IS "NOT MAGIC AND WILL REQUIRE SOME CONSULTING FOR
         THE CONSIDERABLE FUTURE." IN ADDITION, PHILLIPS STATED, "YOU ARE
         CORRECT THAT MIGRATING BETWEEN RELEASES IS NEVER COST FREE AND
         CONSULTING IS INVOLVED. WE NEVER SAID OTHERWISE AND THAT'S A FACT OF
         LIFE AS ANYONE REMOTELY FAMILIAR WITH SOFTWARE KNOWS." ORACLE DOCUMENTS
         PRODUCED TO DATE SHOW THAT, RATHER THAN BEING "EASY" OR "GRACEFUL," THE
         MIGRATION OF PEOPLESOFT CUSTOMERS TO THE ORACLE PLATFORM WAS BEING
         DESCRIBED AS "MESSY" - AND CERTAINLY "NOT AS EASY" AS ELLISON AND OTHER
         TOP ORACLE MANAGEMENT WAS PUBLICLY STATING.] Despite these internal
         acknowledgements that the migration of PeopleSoft customers to the
         Oracle platform would be extremely time consuming and costly, Larry
         Ellison nevertheless continued to push the plan to talk to PeopleSoft
         customers about how "to make migration easy."

                  d. Oracle's statements that its migration path for PeopleSoft
         customers would be "graceful" and "easy" also are false and misleading
         because they fail to disclose that the true costs of a complex
         migration from PeopleSoft to Oracle applications could be millions of
         dollars per customer. As the Meta Group observed in a research report
         dated June 6, 2003 such a migration "would require about 80% of the
         original work and effort of a wholly new" enterprise software
         installation. Oracle has offered PeopleSoft customers "free licenses"
         for Oracle's enterprise software applications, while downplaying the
         significant cost customers would face to purchase the Oracle database
         platform, and to otherwise migrate to the Oracle platform. These
         massive additional and unplanned migration costs may cost hundreds of
         millions of dollars to public institutions and state and local
         government agencies in the State of California alone, and adversely
         affect California citizens and taxpayers who ultimately will

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         be required to shoulder the financial burden of these unforeseen
         expenses. Similar migration costs may be incurred by public
         institutions in other states throughout the United States.

                  e. Oracle also represented on the June 6 call: "most
         PeopleSoft customers are running on the Oracle database, so immediately
         we can provide one-stop support supporting both their applications and
         their install [sic] base." This statement is false, misleading, and
         likely to deceive PeopleSoft customers, and omits critical information
         which Oracle knows is vital to PeopleSoft customers. A substantial
         portion of PeopleSoft's current customers do not run their PeopleSoft
         products on the Oracle database and may have to purchase and switch to
         an entirely new database, potentially costing them millions of dollars.
         All will suffer disruption to their business because of a conversion to
         new, often mission-critical systems. In addition, the statement omits
         to disclose that even customers who run their PeopleSoft products on
         the Oracle database have customized the software extensively, and such
         customization may be difficult for Oracle to support even if the
         customer is on an Oracle database.

                  f. On the June 6 call, Oracle promised to make the migration
         from PeopleSoft 7 to Oracle's E-business suite "easy" and "graceful."
         This statement is false, misleading, and likely to deceive PeopleSoft
         customers, and omits critical information which Oracle knows is vital
         to PeopleSoft customers. First, it runs directly contrary to Oracle's
         later claims that it does not intend to "migrate" PeopleSoft customers
         to Oracle products. Numerous industry experts have scoffed at these
         "easy" and "graceful" claims as 2003 examples of Oracle's legendary
         practice of selling products and services that do not exist. A
         substantial portion of PeopleSoft's current customers do not run their
         PeopleSoft products on the Oracle database and will have to purchase
         and switch to an entirely new database, potentially costing them
         millions of dollars and disrupting legions of other software programs
         and solutions running on their existing database. The claim also relies
         on the unwarranted assumption Oracle will be able to hire the "top"
         PeopleSoft developers necessary for such a migration.

                  g. On the June 6 call, Oracle made the following present tense
         statement: "We're also taking some of the top PeopleSoft developers . .
         . ." This is false, misleading, and likely to

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         deceive PeopleSoft customers, and omits critical information which
         Oracle knows is vital to PeopleSoft customers. Oracle has taken none of
         PeopleSoft's developers pursuant to its Tender Offer, let alone any of
         its "top" developers.

                  h. Oracle stated in the June 10 Amendment: "Many members of
         the PeopleSoft product development team will join the Oracle
         development organization to ensure that subsequent versions of the
         Oracle E-Business Suite will have the best features from both product
         families and benefit from the contributions of those developers to
         enhance our products." This statement is false, misleading, and likely
         to deceive PeopleSoft customers, and omits critical information which
         Oracle knows is vital to PeopleSoft customers. Oracle has no basis for
         its claims that many members of PeopleSoft's product development team
         "will" be joining Oracle at any time, and Oracle fails to disclose that
         if such PeopleSoft employees do not choose to work for Oracle, its
         professed plan to integrate "the best features from both product
         families" will fail.

                  i. Oracle's Ellison also stated on the June 6 call: "[i]t's
         not easy to move from PeopleSoft 7 to PeopleSoft 8. Just going from
         PeopleSoft 7 to PeopleSoft 8 is a major, major effort." Ellison went on
         to claim "It's certainly as easy as going from PeopleSoft 7 to
         PeopleSoft 8, moving to Oracle products." These statements are false,
         misleading, and likely to deceive PeopleSoft customers, and omit
         critical information which Oracle knows is vital to PeopleSoft
         customers. Oracle has no basis for its claims that it is just as "easy"
         to switch to a very different Oracle product, with its different
         platform and user interfaces. [IN FACT, CONTEMPORANEOUS INTERNAL ORACLE
         DOCUMENTS SHOW THAT ON JUNE 7, 2003, PEGGY O'NEILL EMAILED CHUCK
         PHILLIPS TO SAY THAT "ANALYSTS [WERE] DINGING [ORACLE] FOR GLOSSING
         OVER THAT VERY SAME MIGRATION." SHE CONCEDED THAT "DEPENDING ON HOW WE
         DO IT, THE MIGRATION CAN BE MESSY, AND THEY'RE CALLING US ON IT."]

                  j. Oracle also stated on the June 6 call: "we're not going to
         push the PeopleSoft customers to move to Oracle . . . . [O]ur intention
         is to improve and extend the support services to [PeopleSoft's]
         customers." This statement is false, misleading, and likely to deceive
         PeopleSoft customers, and omits critical information which Oracle knows
         is vital to

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         PeopleSoft customers. Oracle announced that it plans to eliminate the
         PeopleSoft product line - requiring PeopleSoft's customers to change to
         some other product - and has offered its software for "free." Indeed,
         Oracle betrayed its real intent later in the call: "we'll try to figure
         out how many [PeopleSoft customers] are moving from PeopleSoft 7 to
         PeopleSoft 8, assess an interest [in] how many want to move to the
         Oracle E-business suite and how soon." Oracle sales representatives
         have also advised customers that Oracle will "within time migrate
         PeopleSoft customers over to Oracle," and "all future products will be
         offered on the Oracle platform."

                  k. In its June 9, 2003, Offer to Purchase, available on
         Oracle's web-site and filed with the SEC, Oracle reiterated many of the
         false, misleading, and/or deceptive statements discussed above. Oracle
         stated that it will be "providing enhanced and extended support for the
         Company's products, incorporating advanced features from the Company's
         products into future versions of the Oracle eBusiness Suite,
         facilitating the migration path for the Company's customers from the
         Company's products to the Oracle eBusiness Suite . . . ." For the
         reasons discussed above, these statements are false, misleading, and
         likely to deceive PeopleSoft customers, and omit critical information
         which Oracle knows is vital to PeopleSoft customers.

                  l. Oracle was widely criticized for its initial position it
         intended to buy and then kill off PeopleSoft. Oracle's reaction was to
         backpedal and then claim it had been misquoted or its statements
         misconstrued. The July 14, 2003 Daily Deal put it succinctly: "After
         capturing international headlines by initially blurting out that Oracle
         Corp. would shutter rival PeopleSoft Inc. and scrap its line of
         enterprise software products should its hostile bid succeed, Oracle's
         CEO Larry Ellison has been energetically backpedaling." That Oracle
         backpedaling went so far as to include during a July 17 "Town Hall"
         meeting for PeopleSoft customers, a claim by Oracle's Chuck Phillips
         that Oracle had never said it would not sell PeopleSoft products to new
         customers and was actually going to continue to improve and enhance
         PeopleSoft products. The truth was that Phillips himself had told the
         press earlier that PeopleSoft's products would be put in "maintenance
         mode" by Oracle, and Oracle's CEO

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         had told the public the products would not be sold to new customers.
         [MOREOVER, ELLISON'S "RIGHT HAND" EXECUTIVE, SAFRA CATZ, SENT AN EMAIL
         ON JUNE 6, 2003 STATING UNEQUIVOCALLY THAT "WE REALLY WON'T BE
         CONTINUING THEIR PRODUCT LINE." INTERNAL ORACLE DOCUMENTS INDICATE THAT
         IT WAS PROPOSED THAT WHEN A "CUSTOMER INQUIRES ABOUT BUYING PEOPLESOFT
         PRODUCTS FROM ORACLE," ORACLE'S RESPONSE SHOULD BE THAT "ORACLE WILL
         NOT SELL PEOPLESOFT PRODUCTS TO NEW CUSTOMERS."]

                  m. Oracle also falsely communicated to PeopleSoft customers
         that its ability to successfully complete the very complex integration
         of PeopleSoft features and functions into existing Oracle database and
         applications products is fairly demonstrated by its previous experience
         in managing the support and integration of the RDB database platform
         acquired from Digital Electronics Corporation in 1994. For example, in
         a press release dated June 20, 2003, targeted to PeopleSoft customers,
         Larry Ellison sought to assure customers by saying "We know how to do
         this. Ask any customer from our RDB database acquisition from Digital
         Equipment Corporation. Nearly nine years later, we are still providing
         world-class support to thousands of RDB customers running
         mission-critical applications." Similarly, in its "PeopleSoft Customers
         Town Hall" on July 17, 2003, Chuck Phillips cited Oracle's continuing
         support for RDB as an example to PeopleSoft customers that "there's no
         risk to your PeopleSoft IT investment." Contrary to these false
         assurances that Oracle could handle a complex integration project,
         Oracle and its senior management failed to disclose the disastrous
         failed integration effort the company attempted and abandoned with its
         "Oracle CPG" product. This product, launched in 1996, was an attempt to
         create an enterprise software solution tailored to the needs of
         consumer packaged goods producers, including customers such as
         Tri-Valley Growers and Kellogs. The CPG product was so flawed and
         problematic that Oracle instructed customers to abandon the product in
         October 2000, in the midst of customer lawsuits and widespread adverse
         publicity. Ellison admitted publicly that the Oracle CPG product was a
         "huge mistake," and a Tri-Valley IT manager, speaking to the press
         after Tri-Valley went bankrupt, referred to the integration effort as
         "very tragic." Oracle

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         not once mentioned this horrific integration fiasco in its
         communications with PeopleSoft customers.

                  n. Oracle's campaign of deception even included deception
         about its own product plans. [NOTWITHSTANDING ORACLE'S REPEATED CLAIMS
         THAT IT NOW INTENDS TO SUPPORT PEOPLESOFT'S PRODUCTS, THE HIGHEST
         LEVELS WITHIN ORACLE DECIDED TO HIDE FROM THE PUBLIC ORACLE'S OWN
         DECISION TO ANNOUNCE A "DESUPPORT DATE FOR [ORACLE'S] 11.0." AS
         ORACLE'S SPOKESPERSON, JIM FINN, PUT IT IN AN INTERNAL EMAIL,
         ANNOUNCING ORACLE'S DECISION TO CEASE SUPPORT OF ITS OWN OLDER PRODUCT
         "WOULD BE THE WRONG SIGNAL TO CUSTOMERS AND WOULD BE SEIZED UPON BY
         PSFT AND THEIR ADVISORS TO COUNTER LARRY'S ASSERTIONS THAT PSFT
         CUSTOMERS CAN TAKE THEIR TIME UPGRADING TO ORCL. BAD OPTICS."]

                  o. Oracle repeatedly represented to the market that its
         application business was thriving in comparison to PeopleSoft's, and
         that it was winning in head-to-head competition with PeopleSoft. In
         truth, Oracle's application business was down 8% from the last fiscal
         year, and over the last three years, Oracle's applications licensing
         revenue had declined by almost 25%, while PeopleSoft's increased by
         approximately 3 1/2%. [FURTHER, AT THE TIME ELLISON WAS MAKING THESE
         CLAIMS, HE WAS THE RECIPIENT OF AN INTERNAL EMAIL SHOWING THAT OVER THE
         PAST YEAR, ORACLE WAS LOSING IN HEAD-TO-HEAD COMPETITION WITH
         PEOPLESOFT.]

                  p. On June 17, 2003, Larry Ellison observed that Oracle's
         hostile tender offer for PeopleSoft posed "no antitrust concern." This
         statement is false and misleading, because on July 1, 2003, after the
         Justice Department had issued a "second request" for information
         related to the Tender Offer - a development that forced Oracle to
         abandon its challenge to the J.D. Edwards acquisition, and to put off
         indefinitely its request for a hearing in the Delaware litigation it
         had commenced - Ellison admitted that Oracle had "expected" this
         development.

         33.      Oracle also launched full-page ads in, and provided interviews
for, several major periodicals, including the Wall Street Journal and the New
York Times, containing numerous false and misleading statements. By way of
example:

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                  a. Oracle's CEO attacked PeopleSoft's shareholder rights plan,
         claiming it should be "outlawed," while failing to disclose that Oracle
         itself had a more restrictive shareholder rights plan;

                  b. Oracle claimed that PeopleSoft directors were selling
         shares while advising shareholders not to tender theirs, knowing full
         well that (a) only a single director had sold; and (b) that director
         was selling pursuant to a non-discretionary and publicly-disclosed plan
         under a safe harbor provision promulgated by the Securities and
         Exchange Commission;

                  c. Oracle charged PeopleSoft with forming special purpose
         entities to "bury R&D expenses and distort financial statements,"
         apparently hoping to tar PeopleSoft with an Enron-type scandal, when
         the only possible transaction that could even remotely be described as
         a "special purpose entity" was a spin-off made in January 1999, a
         spin-off that had been reviewed with the SEC beforehand, was the
         subject of full and extensive public disclosure and which, in any
         event, was no longer in existence as of late 2002; and

                  d. Oracle claimed that PeopleSoft had launched a "double your
         money back guarantee" for customers designed as a "poison pill,"
         however, the trigger for payments under that program would never take
         place unless Oracle was lying about its intention to fully support
         PeopleSoft's products.

D.       ORACLE HAS INTERFERED WITH PEOPLESOFT'S CONTRACTS AND PROSPECTIVE
         ECONOMIC ADVANTAGE

         34.      Oracle's scheme is and was to force a delay or impede
PeopleSoft's signing of a number of customer contracts, which would lead to
lower-than-expected license revenues. Dow Jones Business News reports that
Oracle Executive Vice President Chuck Phillips "defended the $16 a share price
tag, saying PeopleSoft shares could drift lower in coming weeks." CBS Market
Watch reported an analyst's prediction that: "[A]s PeopleSoft approaches the end
of its second quarter, . . . the company will have trouble meeting sales targets
as confusion about the Oracle and J.D. Edwards bids scares away would-be
customers. As a result, the company's stock will suffer, and Oracle's current
offer might look a lot more appealing." [INTERNAL ORACLE DOCUMENTS CONFIRM THIS
WAS ORACLE'S PLAN: HURT PEOPLESOFT ENOUGH SUCH THAT ORACLE'S BID LOOKED
ATTRACTIVE. ANALYST RELATIONS

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SPECIALIST O'NEILL QUOTED CHUCK PHILLIPS AS BOASTING, "TIME IS ON OUR SIDE,
BECAUSE THE MORE TIME GOES ON, THE LESS LIKELY ANOTHER SUITOR EMERGES, THE MORE
LIKELY PEOPLE START WORRYING ABOUT WHAT WILL HAPPEN TO THE FUTURE OF PSFT, AS
THE JDE MERGER IS EXPECTED TO CLOSE IN THE FALL. WE MIGHT FORCE PSFT TO CHANGE
THEIR JDE TERMS TO A CASH DEAL TO ACCELERATE THINGS, WHO KNOWS? THAT COULD HURT
PSFT TOO, AND AGAIN, THE MORE SOMETHING HURTS PSFT, THE MORE LIKELY THAT SHARE
PRICE DROPS AND $16 STARTS LOOKING BETTER." SHE ALSO CROWED THAT "PSFT IS IN
DISARRAY."]

         35.      While the Tender Offer is ostensibly directed at PeopleSoft's
shareholders, Oracle has directed the bulk of its activities at PeopleSoft's
customers. Oracle has acted to intentionally interfere with PeopleSoft's
contracts and with PeopleSoft's prospective economic advantage, and among other
things:

                  a. On June 23, 2003, a Vice President of an Oracle subsidiary
         wrote to PeopleSoft Customer A, enclosing a "document, which [Oracle]
         consider[s] very important for [Customer A] to take into consideration
         during your process of evaluation [of a Human Resources product]." The
         document was the Gartner report which (i) advised those considering a
         purchase of PeopleSoft or J.D. Edwards products not to "sign a deal
         unless it becomes clear whether Oracle's plans to acquire PeopleSoft
         are serious"; (ii) noted that PeopleSoft will feel a "short-term
         negative impact on revenue as customers delay purchase and upgrade
         decisions"; (iii) opined that "Oracle will benefit by removing an
         enterprise application competitor"; and (iv) concluded that "Oracle
         will not support any PeopleSoft products in the long term," and thus
         "in building any exit strategy, PeopleSoft customers should evaluate
         how long installed products will support their business needs and
         should understand what migration plans Oracle will suffer." This report
         sent out by Oracle also advised customers to breach their contracts
         with PeopleSoft: "Those that recently decided to upgrade to v.8 [of
         PeopleSoft's product] should reconsider since Oracle will likely
         provide only minimal enhancements to v.8." PeopleSoft is informed and
         believes and thereon alleges that Oracle widely disseminated this
         report and others which advised customers not to purchase or to delay
         purchases of PeopleSoft products in light of Oracle's hostile tender
         offer;

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                  b. On June 6, 2003, the same day Oracle announced its
         intention to launch its hostile Tender Offer, an Oracle representative
         contacted Customer B and told the customer it would be "dangerous" to
         purchase a PeopleSoft portal solution in light of the Tender Offer.
         PeopleSoft is informed and believes and thereon alleges that Oracle's
         sales representatives and agents made the same and similar remarks to
         numerous other PeopleSoft customers and prospective customers;

                  c. On June 27, 2003, an Oracle employee emailed PeopleSoft
         Customer C and advised that Oracle understood Customer C was currently
         going through a roll-out of PeopleSoft software, and that Oracle would
         "within time migrate PeopleSoft customers over to Oracle," and that
         "all future products will be offered on the Oracle platform."
         PeopleSoft is informed and believes and thereon alleges that Oracle's
         sales representatives and agents made the same and similar remarks to
         numerous other PeopleSoft customers and prospective customers; and

                  d. PeopleSoft is informed and believes and thereon alleges
         that Oracles sales representatives and agents informed numerous other
         PeopleSoft customers and prospective customers of the Tender Offer and
         its effect on PeopleSoft's products and services, thereby causing
         customers to delay or cancel planned purchases. Among those purchases
         delayed or cancelled were contracts valued at more than $170 million
         with two public sector entities, Customers D and E.

E.       THE UNFAIR PRACTICES - INCLUDING ORACLE'S FALSE, MISLEADING AND
         DECEPTIVE STATEMENTS - ARE AN ILLEGAL ATTEMPT TO MISLEAD PEOPLESOFT
         CUSTOMERS AND TO INTERFERE WITH PEOPLESOFT'S CUSTOMER RELATIONSHIPS

         36.      Oracle's media blitz and contacts with PeopleSoft customers
about the Tender Offer - ostensibly aimed at PeopleSoft's shareholders but
really directed at PeopleSoft's current and potential customers - is an attempt
to confuse those customers, and foster a climate of fear, uncertainty and chaos
to harm PeopleSoft's business. The uncertainty and volatility caused by these
statements - especially those that threaten to eliminate PeopleSoft's products -
are meant to hurt PeopleSoft's sales by causing customers to delay buying or
upgrading PeopleSoft software - if not to facilitate stealing customers from
PeopleSoft outright.

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         37.      Oracle's remarks did not fall on deaf ears among PeopleSoft's
competitors. In a June 6, 2003 email to his employees with the subject line "Too
Good To Be True," Siebel Systems, Inc. CEO Tom Siebel stated: "[I]t appears that
Oracle will end-of-life the PeopleSoft product line . . . . I should think that
many customers and prospects would find this a matter of some concern." German
software maker SAP stepped into the fray, launching a campaign, including
personal contacts and advertising, to woo PeopleSoft's customers frozen in the
wake of the statements Oracle has directed at them under the guise of its Tender
Offer. SAP's president of global field operations told the Wall Street Journal
Europe that SAP sales people began contacting PeopleSoft's customers about its
offer - which includes "financial incentives" to switch customers to SAP - on
Tuesday, June 10.

         38.      Having designed its Tender Offer and its "plans" for
PeopleSoft as a vehicle packed with misrepresentations and deceptions meant to
disrupt PeopleSoft's ongoing business, Oracle immediately commenced a concerted
campaign to ensure maximum damage to PeopleSoft's business and wreck
PeopleSoft's financial results. Within minutes after having announced the Tender
Offer - in some cases even before - Oracle began communicating directly with
PeopleSoft customers. To make sure those customers didn't miss the significance
of Oracle's expressed intention to retire PeopleSoft's products - and to cease
support for any future enhancements PeopleSoft has planned - Oracle employees
have begun calling PeopleSoft's current and prospective customers to deliver the
message. In an Oracle email sent to "Oracle Employees," and subsequently filed
with the SEC, Jeff Henley directed Oracle employees to contact PeopleSoft
customers and to engage Oracle executives in targeting "senior management at key
customers around the world." [IN AN EMAIL ENTITLED "MARKETING CAMPAIGN RE: PSFT
ACQUISITION," ORACLE EXECUTIVES DISCUSSED SPECIAL TRAINING FOR ORACLE'S SALES
FORCE FOR DEALING WITH PEOPLESOFT CUSTOMERS SO THAT "SALES CAN IMMEDIATELY
CAPITALIZE ON POTENTIAL CUSTOMER INTEREST."]

         39.      Just as Oracle intended, this campaign of interference had an
immediate impact on a number of PeopleSoft customers. Customer F, who had
executed a contract to purchase software and services from PeopleSoft only two
days before, immediately wrote to PeopleSoft and requested that PeopleSoft
suspend implementation of its contract until after the uncertainty injected by
Oracle's Tender Offer had been resolved, describing Ellison's words as "very
extreme" and Oracle's actions

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as "compromis[ing] the future of PeopleSoft and its solutions." Customer G
received a copy of Oracle's press release and put final negotiations on a
transaction with PeopleSoft on hold. Customer H called off a planned
presentation by PeopleSoft due to the "situation between PeopleSoft and Oracle."
Customer I advised PeopleSoft that, because Oracle had advised that it would be
dangerous to purchase PeopleSoft products in light of Oracle's Tender Offer, it
would postpone its decision to buy until July 7 - the day Oracle's Tender Offer
was initially supposed to expire. [ADDITIONALLY, AN EMAIL FROM MAX HILL, AN
ORACLE SALES EXECUTIVE, TO JEFF HENLEY INDICATES THAT "THE ACQUISITION ISSUE HAS
HELPED OUR CAUSE" IN AN ATTEMPT TO LURE A $2.5 MILLION ACCOUNT FROM PEOPLESOFT.]

         40.      As Oracle intended, and as the result of the efforts of
Oracle's internal group charged with the responsibility of influencing and
shaping their reports, including Jim Finn, Peggy O'Neill, Betty Cho, and
Jennifer Glass, industry analysts advised against doing business with PeopleSoft
until the fate of the company is clear. Gartner noted that PeopleSoft "will feel
a short-term negative impact on revenue as customers delay purchase and upgrade
decisions," and advises its clients that "[i]f you're considering a purchase of
J.D. Edwards or PeopleSoft products, don't sign a deal until it becomes clear
whether Oracle's plans to acquire PeopleSoft are serious." Gartner went on to
advise that "PeopleSoft customers will face significant long-term disruption as
they feel pressure to migrate to Oracle applications and infrastructure or to
find alternatives. . . . Those that recently decided to upgrade to v.8 should
reconsider . . . ." Oracle adopted these claims as its own, and sent this report
to PeopleSoft customers and prospective customers, with the intent to cause them
to cancel or delay their purchase decisions. [ORACLE'S INTERNAL GROUP OBJECTED
TO THE "TONE" OF SOME OF THE ANALYST REPORTS, AND ACTIVELY ENCOURAGED THEM TO
ADVISE CUSTOMERS TO DELAY PURCHASES OF PEOPLESOFT CUSTOMERS. PEGGY O'NEILL EVEN
CHASTISED AN ANALYST FOR USING THE TERM "HOSTILE TAKEOVER," WRITING IN ONE EMAIL
"IT IS NOT HOSTILE TO TRY TO GO AFTER YOUR COMPETITOR'S CUSTOMERS."]

         41.      Other industry analysts reporting on Oracle's Tender Offer
fueled the market perception that Oracle's illegal efforts were having an
adverse impact on customer relations. On June 7, 2003, Fred A. Hood, a J.D.
Edwards customer, told the New York Times that: "If I were a PeopleSoft
customer, I'd be a tad nervous." Hood also stated that he understood the
benefits of the merger of PeopleSoft and J.D. Edwards because it would expand
the product line, but that Oracle's

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acquisition of PeopleSoft would result in fewer products rather than more for
customers. Silicon.com reports: "If you have [PeopleSoft] 8 or are in the middle
of installing it, you've just lost another option. And you know that you're
going to face another migration soon - with less choice." Said the Butler
Group's Mike Thompson, "Oracle is just wiping out the opposition. . . . [Oracle]
has no plans to sell [PeopleSoft software] and no plans to integrate it. . . .
If there's good technology, they'll pinch it. It's just a wipe-out. . . . This
just reduces end-user choice - and that is not a good thing." It is in line with
an "Oracle only" strategy, as described by Forrester Research: "Oracle's vision
requires using Oracle as the single application and database platform."

         42.      Oracle's illegal efforts have already had an effect on
PeopleSoft customers' purchasing decisions. On June 19, 2003, Customer J sent
PeopleSoft a letter stating: "Effective immediately, all negotiations between
[Customer J] and PeopleSoft, Inc., are suspended. Oracle's recent attempt to
takeover PeopleSoft, Inc., has created a great deal of uncertainty about the
long term viability of PeopleSoft's software products. In the event that the
`takeover' is successful, the future of the entire PeopleSoft software product
line could be seriously impaired. We will renew negotiations with both parties
when we have definitive information on the viability of PeopleSoft, Inc.,
software products to provide a long term solution for our needs."

         43.      The results of this strategy have already been widely
reported. For example, Los Angeles County suspended talks with PeopleSoft for a
$100 million software project to handle county finances. The county stated that
"[t]hings were progressing nicely, then out of the blue Mr. Ellison decides to
take a shot at PeopleSoft," and that "[w]e made a decision, given the
uncertainty, that we suspend negotiations. Why spend dollars and resources
negotiating if we don't know what the outcome will be?"

F.       THE UNFAIR PRACTICES - INCLUDING ORACLE'S FALSE, MISLEADING AND
         DECEPTIVE STATEMENTS - WERE DESIGNED TO INTERFERE WITH PEOPLESOFT'S
         MERGER AGREEMENT WITH J.D. EDWARDS AND PREVENT PEOPLESOFT FROM
         DISPLACING ORACLE AS THE NUMBER TWO WORLDWIDE ENTERPRISE SOFTWARE
         VENDOR

         44.      Oracle initially announced that it intended to complete the
Tender Offer by July 2003 - two to three months before PeopleSoft otherwise
might complete its purchase of J.D. Edwards. (Oracle has since extended its
deadline several times.) The pending combination of PeopleSoft and

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J.D. Edwards was seen by Oracle as a competitive threat, and Oracle's move was a
desperate ploy to interfere with the merger agreement and prevent PeopleSoft
from displacing Oracle as the second largest enterprise software vendor,
trailing only Germany's SAP. [AS BETTY CHO, AN ORACLE EXECUTIVE, WROTE, AN
ANALYST'S CHARGE THAT THE TENDER OFFER "WAS AN OVERLY AGGRESSIVE MOVE ON
ORACLE'S PART TO KEEP PSFT FROM OVERTAKING ORACLE AS THE NUMBER TWO APPS VENDOR"
WAS "DIFFICULT FOR ME TO ARGUE BECAUSE IT IS OBJECTIVELY TRUE . . . ."]
Moreover, a June 9, 2003, Wall Street Journal article quoted Oracle CEO Larry
Ellison as admitting that Oracle's Tender Offer was planned as a reaction to a
possible PeopleSoft-J.D. Edwards transaction:

         One contingency plan [developed by Oracle] covered the possibility of
         PeopleSoft's buying J.D. Edwards & Co., a Denver company that Oracle
         had also evaluated as an acquisition candidate, Mr. Ellison says. When
         PeopleSoft last Monday announced an agreement to buy J.D. Edwards, for
         stock currently worth $2 billion . . . , Mr. Ellison set those plans in
         motion. "Now would be the time to launch on PSFT," a reference to
         PeopleSoft's stock symbol, Oracle Executive Vice President Safra Catz
         wrote Mr. Ellison in an e-mail within minutes of PeopleSoft's
         announcement, Mr. Ellison says. His return e-mail: "Just what I was
         thinking."

         45.      The article quotes internal Oracle emails planning the launch
of a tender offer in the event that PeopleSoft announces a deal with J.D.
Edwards. In Ellison's colorful words, "We've got this war game in a box. This
has all been pre-scripted."

         46.      In a document Oracle filed with the SEC on June 6, 2003,
Oracle stated: "Our Offer will be for the acquisition of PeopleSoft. Once we
complete the acquisition of PeopleSoft, we will review whether, and on what
terms, Oracle would support the J.D. Edwards transaction. . . . We believe that
our cash offer to acquire PeopleSoft is superior to their current alternatives
and also involves substantially less risk for PeopleSoft's stockholders than the
proposed transaction with J.D. Edwards." These public statements were intended
to cast a pall over J.D. Edwards and scare off potential customers from signing
deals with J.D. Edwards.

         47.      AMR Research issued an "Alert" to its clients on June 6 in
which it advised them: "Oracle CEO and Chairman Larry Ellison is hoping
stockholders might be frightened into taking a less lucrative deal,
characterizing PeopleSoft and J.D. Edwards as `very distressed' . . . . This
[offer] is clearly a reaction to the J.D. Edwards acquisition and is an effort
to either kill the deal or wound PeopleSoft and hurt it competitively in the
short to mid-term." Gartner, Inc. agrees, telling its clients

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that "Oracle is attempting to disrupt PeopleSoft's planned acquisition of J.D.
Edwards," and concluded that "[d]amage has already been done."

         48.      The front page of the June 7, 2003, San Jose Mercury News
stated that Oracle is trying to scuttle PeopleSoft's deal with J.D. Edwards,
because that deal "threatens Oracle's hopes for a bigger toehold in
business-operations software." Joshua Greenbaum of Enterprise Applications
Consulting opined that the Tender Offer is "as much a blocking maneuver [aimed
at the J.D. Edwards deal] as it is a personal attempt not to lose influence and
market share in the enterprise software market."

         49.      Other commentators agree that Oracle also intends for its
media campaign to cast doubt on the J.D. Edwards acquisition. According to JMP
Securities analyst Patrick Walravens, the Tender Offer was a "clever move by
Larry Ellison . . . . [I]f he doesn't get it [the tender offer], he just created
significant doubt in the buyers of software about the longevity of PeopleSoft
and J.D. Edwards." AMR Research agrees with this assessment, telling its clients
that even if the Tender Offer "doesn't work, Oracle will have disrupted
PeopleSoft plans to buy J.D. Edwards and stolen much of the media and investor
attention."

         50.      Jim Shepherd, an analyst at AMR Research in Boston, put it
this way: "Oracle wins either way . . . . Either they get PeopleSoft, or they've
managed to mess up the PeopleSoft-J.D. Edwards deal, and steal their press and
enthusiasm." James Mendelson of SoundView Technology concurs: "If Oracle can buy
PeopleSoft at a reasonable price, they substantially increase their market share
and eliminate a competitor. If Oracle is unsuccessful, the bid in any event
heightens the perception that PeopleSoft is in trouble and creates further
confusion among customers/prospects in the wake of PeopleSoft's pending deal for
J.D. Edwards." Larry Ellison's public statements disparaging PeopleSoft, its
products, and its ability to survive in the market exacerbate this effect. For
example, on July 10, 2003, The Daily Deal reported that Ellison stated, he
believes PeopleSoft "cannot compete in this business over the long term," and
that "[w]ith or without us I don't believe PeopleSoft can survive." Thus, even
though Oracle was unsuccessful in forcing a breach of the merger agreement
between PeopleSoft and J.D. Edwards, it nevertheless intended to and did cause
severe damage to both PeopleSoft and J.D. Edwards.

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G.       THE TENDER OFFER AND THE ACCOMPANYING ILLEGAL PRACTICES ARE DESIGNED
         ONLY TO DISRUPT

         51.      The Board of Directors has recommended to PeopleSoft
shareholders that Oracle's Tender Offer, even as adjusted to $19.50, be
rejected. Industry analysts have recognized that completing the Tender Offer
makes little business sense for Oracle but its mere existence benefits Oracle by
causing damage to PeopleSoft. Says analyst Rob Tholemeier of Ramberg, Whalen
research: "It just doesn't make sense for Oracle to do this deal right now. It
just creates a huge mess. . . . If you wanted to raise hell, this is one way to
do it." Indeed, analysts agree that Oracle cannot be serious about acquiring
PeopleSoft at the prices it has offered.

                                    V. CLAIMS

                              FIRST CAUSE OF ACTION

    (VIOLATIONS OF BUSINESS & PROFESSIONS CODE SECTION 17500 ET SEQ. AGAINST ALL
                                   DEFENDANTS)

         52.      Plaintiffs incorporate by reference paragraphs 1 through 51
above, and reasserts those allegations as if set forth in full herein.

         53.      Beginning at an exact date unknown to PeopleSoft but at least
since June 6, 2003, Defendants have committed acts of untrue and misleading
advertising, as defined by Business and Professions Code Section 17500 et seq.,
by knowingly engaging in acts and practices with intent to induce members of the
public, including PeopleSoft's current and prospective customers, to purchase
software applications and/or other products from Oracle, and/or to refrain from
purchasing such applications and/or other products from PeopleSoft and/or J.D.
Edwards.

         54.      As detailed above, Defendants have, in advertisements as that
term is defined by statute, issued falsehoods, deceptions, misstatements and/or
have omitted relevant and important information about their statements, in
newspaper ads, on Oracle's website, in Oracle's filings with the SEC and
elsewhere. The advertisements mischaracterized: (a) PeopleSoft's products, and
the ease or difficulty with which Oracle contends they are upgradeable; (b)
Oracle's plans and capability to provide support to PeopleSoft's customers; (c)
the cost to PeopleSoft customers of its plan to migrate them to Oracle; and (d)
falsely and misleadingly described the actions of PeopleSoft and its directors.
In addition, Oracle has made explicit, false, misleading, incomplete and
deceptive disparaging

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comparisons between its own products and services and PeopleSoft's, which are
designed to steal PeopleSoft's customers, and are likely to deceive the public
and those targeted customers.

         55.      These acts of untrue and misleading advertising by Defendants
are likely to mislead, and present a continuing threat to, members of the public
and PeopleSoft's customers - the targets of the advertisements - in that such
persons may be induced to terminate or delay software contracts and upgrades
with PeopleSoft, breach contracts with PeopleSoft, enter into contracts with
Oracle, or otherwise migrate to the Oracle platform, in reliance on disparaging,
false, misleading, deceptive, and incomplete information.

         56.      PeopleSoft seeks injunctive relief and restitution against
Defendants. Such relief is appropriate under these circumstances.

                             SECOND CAUSE OF ACTION

  (INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS AGAINST ALL DEFENDANTS)

         57.      Plaintiffs incorporate by reference paragraphs 1 through 56
above, and reasserts those allegations as if set forth in full herein.

         58.      PeopleSoft has contractual relationships with its existing
enterprise software customers. On information and belief, Defendants were aware
of the contractual relationships between PeopleSoft and its existing enterprise
software customers.

         59.      On information and belief, Plaintiffs allege that Defendants
have engaged in a concerted campaign to disrupt PeopleSoft's existing customer
relationships, and have tortiously and intentionally interfered with and have
taken action designed to disrupt and induce breaches of, PeopleSoft's
contractual relationships with existing customers. Among other acts, Defendants
have threatened to terminate PeopleSoft's products, placing any customer's
decision to purchase or upgrade such products in serious jeopardy. Defendants
have engaged in a concerted campaign to use the existence of its Tender Offer to
coerce PeopleSoft's customers into canceling or postponing orders for new and/or
upgraded PeopleSoft products. At Defendants' urging, industry analysts have
recommended that PeopleSoft customers breach these contracts with PeopleSoft.

         60.      As a result of Defendants' actions, PeopleSoft's contractual
relationships with its existing enterprise software customers have been actually
disrupted.

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         61.      As a proximate result of Defendants' conduct, PeopleSoft has
been and will continue to be injured in its business because of Defendants' past
and continuing actions. PeopleSoft is thus entitled to injunctive relief and to
recover damages for the injuries it has suffered.

                              THIRD CAUSE OF ACTION

                      (TRADE LIBEL AGAINST ALL DEFENDANTS)

         62.      Plaintiffs incorporate by reference paragraphs 1 through 61
above, and reasserts those allegations as if set forth in full herein.

         63.      As detailed herein, Defendants have publicly disparaged
PeopleSoft's products and services, and have issued falsehoods, deceptions,
misstatements and/or have omitted relevant and important information about their
statements, in newspaper ads, on Oracle's website, in Oracle's filings with the
SEC and elsewhere; in addition, such statements have been republished in
countless analyst reports and newspaper articles. The statements disparaged the
quality of PeopleSoft's products and services, the ease or difficulty with which
Oracle contends they are upgradeable, and misrepresent the actions of PeopleSoft
and its board. In addition, Oracle has made explicit, false, misleading,
incomplete and deceptive disparaging comparisons between its own products and
services and PeopleSoft's, which are designed to steal PeopleSoft's customers,
and are likely to deceive the public and those targeted customers.

         64.      At the time such statements were published, Oracle was aware,
or should have been aware, of the likelihood that such false and disparaging
statements would cause pecuniary harm to PeopleSoft. Oracle's statements, as
published by Oracle's executives and other Oracle employees as detailed herein,
were false and misleading when made, and on information and belief, Oracle
either knew such statements were false when made or acted in reckless disregard
of the truth or falsity of those statements.

         65.      Defendants intended that the publication of these disparaging
statements regarding PeopleSoft's products and services would result in
pecuniary harm to PeopleSoft and its business.

         66.      Defendants' false and disparaging statements about
PeopleSoft's products and services have caused pecuniary harm to PeopleSoft, in
an amount of damages to be proven at trial.

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                             FOURTH CAUSE OF ACTION

    (INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE AGAINST ALL
                                  DEFENDANTS)

         67.      Plaintiffs incorporate by reference paragraphs 1 through 66
above, and reasserts those allegations as if set forth in full herein.

         68.      PeopleSoft had an advantageous prospective economic
relationship with both its current and prospective customers. On information and
belief, Defendants were aware of these prospective economic relationships, and
absent Defendants' tortious interference, these economic relationships would
have resulted in future economic benefit to PeopleSoft.

         69.      On information and belief, Plaintiffs allege that Defendants
have engaged in a concerted campaign to disrupt PeopleSoft's prospective
economic advantage, and have tortiously and intentionally interfered with and
have taken action to disrupt PeopleSoft's prospective economic relationships
with its current and prospective customers, for an improper purpose and by
improper means. At least one prospective customer of PeopleSoft, who was
scheduled to sign a contract with PeopleSoft for the purchase of its products on
Monday, June 9, 2003, has notified the company that in light of the Tender Offer
it intends to delay its decision to become a PeopleSoft customer until the fate
of the company is clarified. Another current customer, who had been negotiating
the license of additional products, has decided to heed the advice from Oracle
that in light of Oracle's intention to terminate PeopleSoft's product plans, it
is too dangerous to proceed, at least not until Oracle's tender offer is
resolved. Defendants have threatened to terminate PeopleSoft's products, placing
any customer's decision to purchase or upgrade such products in serious
jeopardy. Defendants have engaged in a concerted campaign to use its Tender
Offer to coerce PeopleSoft's prospective customers into delaying orders for new
and/or upgraded PeopleSoft products.

         70.      As a result of Defendants' actions, PeopleSoft's relationships
with its current and prospective customers have been actually disrupted. Aside
from the fact of interference itself, Defendants' conduct was independently
wrongful in that it constituted: (a) deceptive advertising as described herein;
(b) trade libel and product disparagement as described herein; (c) fraud and
deceit as described herein; (d) a concerted campaign to damage PeopleSoft's
current and future business as described herein; (e) intentional interference
with PeopleSoft's current customers' contracts as

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described herein; and (f) violation of California Business & Professions Code
Section 17200 as described herein.

         71.      As a proximate result of Defendants' conduct, PeopleSoft has
been and will continue to be injured in its business because of Defendants' past
and anticipated actions. PeopleSoft is thus entitled to injunctive relief and to
recover damages for the injuries it has suffered.

                              FIFTH CAUSE OF ACTION

     (NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE AGAINST ALL
                                   DEFENDANTS)

         72.      Plaintiffs incorporate by reference paragraphs 1 through 71
above, and reasserts those allegations as if set forth in full here.

         73.      PeopleSoft had an advantageous prospective economic
relationship with both its current and prospective customers. On information and
belief, Defendants were aware of these prospective economic relationships, and
absent Defendants' tortious interference, these economic relationships likely
would have resulted in future economic benefit to PeopleSoft.

         74.      On information and belief, Plaintiffs allege that Defendants
have engaged in a concerted campaign to disrupt PeopleSoft's prospective
economic advantage, and have tortiously and recklessly interfered with and have
taken action to disrupt PeopleSoft's prospective economic relationships with its
current and prospective customers, for an improper purpose and by improper
means. Defendants have threatened to terminate PeopleSoft's products, placing
customers' decisions to purchase or upgrade such products in serious jeopardy.
Defendants have engaged in a concerted campaign to use its Tender Offer to
coerce PeopleSoft's prospective customers into delaying orders for new and/or
upgraded PeopleSoft products.

         75.      It was reasonably foreseeable that Defendants' wrongful
conduct would interfere with or disrupt PeopleSoft's economic relationships if
Defendants failed to exercise due care in communicating with PeopleSoft's
current and prospective customers. As described herein, Defendants' wrongful,
reckless and negligent conduct was a failure to exercise such due care.

         76.      PeopleSoft's economic relationships have actually been
disrupted by Defendants' wrongful conduct and PeopleSoft has been damaged by
this conduct. At least one prospective customer of PeopleSoft, who was scheduled
to sign a contract with PeopleSoft for the purchase of its

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products on Monday, June 9, 2003, has notified the company that in light of the
Tender Offer it intends to delay its decision to become a PeopleSoft customer
until the fate of the company is clarified. Another current customer, who had
been negotiating the license of additional products, has decided to heed the
advice from Oracle that in light of Oracle's intention terminate PeopleSoft's
product plans, it is too dangerous to proceed, at least not until Oracle's
Tender Offer is resolved.

                              SIXTH CAUSE OF ACTION

   (VIOLATIONS OF BUSINESS & PROFESSIONS CODE SECTIONS 17200 ET SEQ. AGAINST ALL
                                   DEFENDANTS)

         77.      Plaintiffs incorporate by reference paragraphs 1 through 76
above, and reasserts those allegations as if set forth in full here.

         78.      Plaintiffs are suing both in their individual capacities and
on behalf of the public and seek relief against Defendants Oracle and Pepper for
unfair competition and business practices pursuant to California Business &
Professions Code Sections 17200 et seq.

         79.      On information and belief, Oracle's intent in announcing this
Tender Offer was to interfere with PeopleSoft's existing contracts and with its
prospective economic advantage.

         80.      On information and belief, Oracle's motives were at least
twofold:

                  a. Oracle was fully aware of the agreement and prospective
economic relationship between PeopleSoft and J.D. Edwards at the time Oracle
announced its Tender Offer. On information and belief, Oracle announced the
tender offer with the intent of introducing uncertainty into the deal struck
between PeopleSoft and J.D. Edwards and in an attempt to sabotage that
transaction, and preventing PeopleSoft from becoming an even stronger
competitor. Oracle hoped that this uncertainty would result in the cancellation
of the existing agreement between PeopleSoft and J.D. Edwards and the disruption
of the prospective economic relationship between those two companies, and in any
event, that this uncertainty would damage both PeopleSoft and J.D. Edwards.

                  b. Oracle was fully aware of the fact that PeopleSoft has both
existing and prospective enterprise software customers, and that PeopleSoft
enters into a contractual relationship with each customer purchasing a
PeopleSoft product. On information and belief, Oracle announced the tender offer
with the intent of introducing uncertainty in the minds of PeopleSoft's current
and prospective customers regarding the continued viability and existence of
PeopleSoft products. Oracle

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hopes that the introduction of this uncertainty will result in a diminution of
PeopleSoft's existing and prospective customer bases.

         81.      These acts and practices have been and will continue to be
injurious to PeopleSoft and its customers, and consequently constitute unfair
business acts or practices within the meaning of Section 17200.

         82.      Additionally, Oracle's conduct, as described above,
constitutes a violation of California Civil Code Sections 1709 and 1710,
prohibiting fraud and deceit, and thus constitutes unlawful acts or practices
within the meaning of and proscribed by  Section 17200. Among these acts are
Oracle's public statements that: (a) PeopleSoft's proposed acquisition of J.D.
Edwards is "a very risky merger"; (b) the migration of PeopleSoft's customers
from its version 7 to version 8 is "a major, major effort"; and (c) the
migration of PeopleSoft customers to Oracle software will be "easy"; are false,
misleading, deceptive, and/or omit important information, and were made
willfully, with the intent to induce PeopleSoft's shareholders to alter their
position to their own detriment, injury and risk. Oracle's statements are false
and, on information and belief, Oracle did not believe such statements to be
true and/or knew there was no reasonable ground for believing them to be true at
the time such statements were made.

         83.      The true facts, as reported by Computerworld and numerous
other industry publications, are that Oracle has a poor track record in managing
its own product upgrades, Oracle has received frequent complaints from its own
customers "about the quality of the company's application updates and its
technical support," and any migration to the Oracle platform would be extremely
difficult and expensive. Ellison admitted that Oracle bungled the transition to
its own 11i suite applications product just last year, admitting to the Wall
Street Journal that it is a complex product and that Oracle failed to discover
all the bugs while testing it. Said Ellison, "Mea culpa. It's true." As a
result, Oracle and Ellison were sued by their own stockholders for misleading
investors concerning the difficulties associated with Oracle's own product
upgrades, and the Delaware Chancery Court recently denied a motion to dismiss
derivative claims against Oracle's CEO and others citing possible credibility
issues with testimony of the CEO and other Oracle Board members. Moreover,
Oracle also failed to disclose the "tragic" CPG integration project from just a
few years

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ago, while it misleadingly trumpeted its allegedly strong track record of
successful integration projects. For the substantial numbers of PeopleSoft
customers who use PeopleSoft applications with non-Oracle databases, migration
to Oracle applications would be particularly difficult and enormously expensive.
As analyst Forrester Research states, the "Oracle migration process . . . could
be nightmarish."

         84.      The unfair, unlawful and fraudulent business practices, as
described above, present a continuing threat to PeopleSoft and members of the
general public, and will harm competition. These acts and practices, as
described in the preceding paragraphs, violate California's Business &
Professions Code Section 17200, because the harm to PeopleSoft and California's
consumers outweighs the utility of Oracle's practices and, consequently
constitute unfair business acts or practices within the meaning of  Section
17200.

                             VI. PRAYER FOR RELIEF

         Plaintiffs pray as follows:

         1. For injunctive relief, as necessary to prevent continuing harm to
Plaintiffs, enjoining Oracle and its officers, directors, agents, servants and
assigns, and all those acting in concert with them from:

                  a. Proceeding with the Tender Offer in continued violation of
applicable state law;

                  b. Making any written, oral or electronic communication with
any person or entity known or believed to be an existing PeopleSoft customer,
with respect to any aspect of: (1) the proposed Tender Offer for PeopleSoft
shares by Oracle; (2) the impact of the Tender Offer on PeopleSoft or its
customers or products; (3) the plans, if any, for Oracle to support any
PeopleSoft products or platforms if the Tender Offer is successful; (4) the
plans, if any, for Oracle to migrate PeopleSoft customers to any Oracle products
or platforms if the Tender Offer is successful; (5) PeopleSoft's ability to
continue as a stand-alone company in the absence of a successful Tender Offer;
or (6) PeopleSoft's current business and/or financial condition;

                  c. Transmitting documents or information summarizing the
proposed Tender Offer, or any of its terms, to any existing PeopleSoft
customers, including any summaries of the tender offer, "frequently asked
questions" or the like;

Gibson, Dunn &
Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       36



                  d. Referring existing PeopleSoft customers to information
about the proposed Tender Offer, or any of its terms, that are posted on any
Oracle or third-party website;

                  e. Soliciting existing PeopleSoft customers to terminate or
alter their business relationship with PeopleSoft in light of the proposed
Tender Offer;

                  f. Offering any promise of technical or product support or
other economic inducements to existing PeopleSoft customers to modify their
contractual or business relationships with PeopleSoft;

                  g. Otherwise interfering with existing PeopleSoft customer
relationships.

                  h. Misrepresenting the actions of PeopleSoft and its
directors.

         2. Requiring that Defendants publish statements correcting their prior
false statements about their intentions and about the actions of PeopleSoft and
its directors;

         3. For damages, including lost profits and other incidental and
consequential damages according to proof at trial;

         4. For punitive damages according to proof at trial;

         5. For costs, expenses, and reasonable attorneys' fees;

         6. For prejudgment interest; and

         7. For such other and further relief as the Court deems just and
proper.

DATED: August 12, 2003
                                            GIBSON, DUNN & CRUTCHER LLP

                                            By:_________________________________
                                                     Jonathan C. Dickey

                                            Attorneys for Plaintiffs
                                            PEOPLESOFT, INC. and J.D. EDWARDS &
                                            COMPANY

Gibson, Dunn &
Crutcher LLP

FIRST AMENDED COMPLAINT                                      CASE NO. RG03101434

                                       37

EX-99.(A)(52)

                                                                 EXHIBIT (a)(52)

Forward Looking Comments

- -        These materials contain forward looking statements. These statements
         reflect PeopleSoft's current beliefs and are based on information
         currently available to PeopleSoft. Actual results may differ
         materially. For a more detailed discussion of information regarding
         risks that may affect the Company's operating results, please refer to
         the Company's most recent Report on Form 10-K or Form 10-Q. The Company
         undertakes no obligation to update or revise these forward looking
         statements.

Financial Measures

- -        These materials reference results and projections from recurring
         operations, a non-GAAP financial measure. For a reconciliation of GAAP
         to non-GAAP financial measures please see PeopleSoft's website at
         www.peoplesoft.com or exhibit (a)(54) attached hereto.

Certain statements in this transcript have been corrected to reflect the
intended meaning of the speaker.

- --------------------------------------------------------------------------------

                                                                FINAL TRANSCRIPT

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CCBN STREETEVENTS CONFERENCE CALL TRANSCRIPT

PSFT - PEOPLESOFT ANALYST DAY

EVENT DATE/TIME: SEP. 04. 2003 / 4:00PM ET
EVENT DURATION: N/A

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PSFT - PEOPLESOFT ANALYST DAY

CORPORATE PARTICIPANTS

CRAIG CONWAY
President, CEO and Director - PeopleSoft, Inc.

ROBERT DUTKOWSKY
Chairman, President and CEO - J.D. Edwards & Company

KEVIN PARKER
Executive Vice President and CFO - PeopleSoft, Inc.

RAM GUPTA
Executive Vice President of Products and Technology - PeopleSoft, Inc.

PHIL WILMINGTON
Executive Vice President of Field Operations - PeopleSoft, Inc.

MICHAEL GREGOIRE
PeopleSoft, Inc. - EVP

CARA WILSON (PH)
PeopleSoft, Inc. - VP, Corporate Communications

BAER TIERKEL
EVP Worldwide Marketing - PeopleSoft, Inc.

CONFERENCE CALL PARTICIPANTS

REESE RICHARDSON (PH)
Analyst - Alamar Research

TAD PIPER (PH)
Analyst - Piper Jaffray

ANN GRAGNER (PH)
Analyst - Chainlink

JOHN ADAMS (PH)
Analyst - Harkness

BRUCE BURGMAN (PH)
Brad Brothers Harrowman

NATHAN SCHNEIDERMAN
Wedbush Morgan Securities

JASON INERT (PH)
Merrill Lynch Global Securities

UNIDENTIFIED PARTICIPANT

PRESENTATION

(VIDEO INSERT)

UNIDENTIFIED PARTICIPANT

Ladies and gentlemen, please welcome PeopleSoft's President and CEO Craig
Conway.

CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC.

Good afternoon everybody.

So how was your summer? We had a real busy one as it turns out but this is the
day that we've been looking forward to for quite some time, Analyst Day. Analyst
Day is an opportunity for us to share the business outlook and the financial
outlook with the investment community, industry analysts and the press. It's an
opportunity to share information about our products, our markets, our
competition, our distribution strategy, internal operations and, of course, our
financial outlook.

Of course this Analyst Day is particularly interesting because this is the first
one that we've had since the acquisition of J.D. Edwards. You may remember after
we announced the acquisition of J.D. Edwards we began using a model and the
model was, we have a better plan for shareholders and customers and in the next
two hours you're going to find out exactly why. You'll see the product road map
and the distribution plan. You'll see the financial synergy and I think you too
will feel as excited as we've been.

The story of PeopleSoft in 2003, however, is not just about the acquisition of
J.D. Edwards. At least it doesn't start there. It starts with a company that was
executing pretty well all year long. In less than 12 months, the prior 12
months, PeopleSoft has introduced 10 brand-new HR products, 10, six brand-new
financial management products, eight brand-new CRM products and five brand-new
supply chain management products. It's a company that has a professional service
organization with the highest margin in the industry. In the highest utilization
rate in the industry. It's a company with a maintenance stream (ph) and annuity
(ph) that has a renewal rate of 98 percent.

PeopleSoft has been a balanced company. Our revenues are balanced between
software licence revenues, professional service revenue and maintenance revenue.
Our license revenue is balanced 60 percent U.S. and 40 percent international. We
have a company

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that is a combination of five different product lines, each a profitable
contributor. Was PeopleSoft immune from the financial impact of the last 12
months? No. But in 14 of the last 15 quarters, that's almost four years,
PeopleSoft met or exceeded our financial guidance. PeopleSoft has achieved
earnings per share of 11, 12, 14, 17 cents a share every quarter, even while so
called best-of-breed providers' earnings have been a penny or two pennies or a
loss.

The story of PeopleSoft doesn't start with J.D. Edwards, it starts with a
predictable, well run, well diversified company. But this has also been a
company with an appetite and a desire to grow. The acquisition of J.D. Edwards
was always about market expansion, growth, not consolidation. The acquisition
was always about expanding software license revenues, professional service
revenues, maintenance revenues. With J.D. Edwards we found a clear and direct
way to do that. Consider this, PeopleSoft has been the leader in six different
service industries: financial service, telecommunications, health care,
staffing, higher education, government. J.D. Edwards has been the enterprise
leader in six asset intensive industries: manufacturing and distribution to the
mid market, construction, paper and pulp, real estate, mining, consumer packaged
goods. Together these companies would be the leader in 12 industries and a
leader in more than 25 industries.

Look at the product expertise and the domain expertise between these two
companies. PeopleSoft developed certain products for our service industries that
are considered the best or among the best in the world: HR, CRM, supplier
relationship management, analytics. J.D. Edwards, likewise, developed products
that are regarded for their industries as the best or among the best in the
world: manufacturing, distribution, asset management, real estate management.
Other synergies. PeopleSoft's a leader selling to the large enterprise market.
J.D. Edwards has been a leader selling to the mid enterprise market. Both
companies have international distribution but together would have more critical
mass in Europe, in Asia, in Latin America. If there's ever been a more
compelling combination of software companies with a better opportunity to
rapidly expand market share, I've never seen it.

At the same time, these two companies are almost identical in structure. Almost
identical in structure. They have the same cost components, the same fixed
expense, the same overhead and so there should be a way to drive out cost
synergies so that this is not just a market expansion play, it's also an
increased earnings play. That was the rationale: big, bold, aggressive.
Following the announcement to acquire J.D. Edwards, the reaction from investment
analysts, industry analysts, customers was universally positive. The only
concern raised was about the integration of the two companies.

Now this word integration is really about a product road map, a distribution
plan, cost savings through operational efficiencies, maintaining customer
confidence so the revenue stream is not interrupted, maintaining the best and
brightest employees of both companies. Those are the things that you'll hear
about today. You'll see a detailed product road map. You'll see a detailed
distribution plan. You'll hear specific details about the cost savings and the
operating efficiencies and the earnings impacts. We'll share all of these things
in detail and then it will be clear why all of us are so excited for our
shareholders and our customers.

We're going to start with Kevin Parker, executive vice president and chief
financial officer. Kevin is going to give a very precise financial update,
including the impact of the J.D. Edwards acquisition. Kevin will share specific
revenue and earnings guidance for Q3, Q4 and 2004. Kevin will also be making a
very significant announcement regarding our stock.

Next you'll hear from Ram Gupta, executive vice president of products and
technology. Ram will present the product road map behind the product strategy.
Now just as the acquisition of J.D. Edwards was about market expansion and not
consolidation, our product strategy is about product expansion, not
consolidation. It's about expanding into different markets, different industries
and different customers and the best way to do that is not
[Gap In Audio]
try and consolidate different product lines that are already well suited to
their respective industries but rather to use those product lines and improve
them so they'll be more competitive for their specific, respective markets.

We're going to do the same thing that Ford did when it acquired Jaguar. Ford
expanded into the high-end luxury car market by building on an already pretty
good product line and then they made it better. They improved it. How did they
do that? Ford transferred their own strength and expertise for quality and
reliability into the Jaguar product line where it was needed. Ford transferred
their strength and expertise in low-cost manufacturing into the Jaguar product
line where it was needed. Ford successfully entered the high-end luxury
automobile market by improving on an existing product line, not replacing it.

Same example with BMW when they acquired Mini. BMW didn't acquire Mini to shut
it down and consolidated expenses. It acquired Mini to enter a new market but
they added their own state-of-the-art ADS (ph), bigger engine, better engine and
a heater. Who would have thought. They made the Mini better and they had one of
the most dramatic and successful entrees (ph) into a new market.

PeopleSoft's using the same strategy. We're expanding into new markets and new
industries using the product lines that have already been successful in those
markets but we're making them better. So Ram's going to tell you about three
product families directed at three different markets. First, we're now the
largest provider of enterprise software for the IBM I-series AS400 product line.
That traditional product line will be called the PeopleSoft World product line.
We're also now the largest provider of enterprise software to the mid market and
that offering, single database, pre-bundled, rapid implementation, that product
line will

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be called PeopleSoft One. And, of course, PeopleSoft continues to be the second
largest enterprise software provider to large enterprises and that product line
will be called PeopleSoft Enterprise. Ram will talk about immediately improving
these product lines by transferring core strengths and functionality into each
of the product lines. Ram will show you how these improved product lines should
be so superior but they should never lose competition in the market place.

Next you'll hear from Phil Wilmington, Executive Vice President of Field
Operations. Phil will present a field deployment model, a field distribution
model, including the structure of the sales organization and also the arming of
the sales organization. Phil will talk about the market opportunity that he has
sensed already from meeting with customers.

Finally, you'll hear from Michael Gugar (ph), executive vice president of
professional services. As some of you know, Michael took over PeopleSoft's
Professional Service Organization three years ago when it was a high volume, low
margin or no margin operation for us. Today PeopleSoft has a professional
service organization that is a strong contributor to our top line revenue and a
strong contributor to our margin. Mike created what we believe is the most
successful consulting and training operation, certainly among the software
companies, maybe among the professional service industry. An organization with
the highest average billing rate per hour. The highest utilization per hour. The
lowest bench in the industry. A professional service organization that has a
customer satisfaction rating of 91 percent. So Michael will talk about the
opportunity that he has with J.D. Edwards now.

So, that's the lineup of speakers. We'll end with a Q&A session. And before we
get started, I thought I'd give you a sense of what life has been like for the
last 60 to 90 days.

When we originally announced the acquisition of J.D. Edwards on June 2nd, we
fully expected and were prepared for criticism because when it comes to software
acquisition, usually everyone is critical but on June 2nd something different
happened, everyone was supportive. Investors did not sell off the stock.
Industry analysts said they thought this was a good idea. Customers were
enthusiastic. The only concern in the first few days came from a competitor and
that may be the strongest sign yet of the potential of the acquisition of J.D.
Edwards by PeopleSoft in the market place.

As you know, we were able to accelerate the acquisition of J.D. Edwards to July
17th and since that date, every surprise has been a pleasant surprise. On the
first business day following the acquisition of J.D. Edwards, I flew my extended
management team, more than 35 people, to Denver, Colorado, and we presented to
the J.D. Edwards employee base. And I stood in front of 2,500 employees and I
did not find them fearful, apprehensive, anxious, suspicious. I stood on stage
and I felt an audience that was galvanized and enthusiastic about the
opportunity and every J.D. Edwards customer that I have met since that time has
also been very supportive, even anticipatory because J.D. Edwards customers
believe that this acquisition will be beneficial to them. In fact, PeopleSoft
customers believe that the acquisition of J.D. Edwards by PeopleSoft will be
beneficial to them.

Just like Jaguar owners were excited about the prospect of having a reliable car
with a five-year, 50,000 mile warranty, with a sticker price $10,000 less than
the prior year, PeopleSoft customers are excited about the prospect of a
dramatically improved manufacturing and distribution capability. A world class
asset management capability. Real estate management. And J.D. Edwards customers
are excited about the prospect of a dramatically improved HR capability, CRM
capability, supplier relationship management capability, analytic capability.
The fact is that there is a clear and present and immediate benefit for
customers of both J.D. Edwards and PeopleSoft, more than 11,000 customers, and
that represents a tremendous up-sell in cross sell opportunities for PeopleSoft.

And so, before I turn things over to Kevin Parker, I'd like to introduce the
co-architect of the merger of PeopleSoft and J.D. Edwards, the CEO, President,
and Chairman of J.D. Edwards Bob Dutkowsky.

ROBERT DUTKOWSKY - CHAIRMAN, PRESIDENT AND CEO - J.D. EDWARDS & COMPANY

Good afternoon. It's a pleasure to be here with you this afternoon. It's been
almost 11 months since Craig and I first sat down and talked about the
advantages of combining J.D. Edwards and PeopleSoft. We saw an opportunity to
create a company that would have more products, more industry support, more
global service, a bigger footprint, and with nearly 13,000 people who are
focused solely on creating application solutions for our customers. Since that
time, much work has gone into integrating the two companies together and today
we hope to be able to show you a progress report as to where we are with the
integration of the two companies.

Clearly our customers see the advantage of J.D. Edwards and PeopleSoft together.
They see more choices. They see more opportunities. Our partners see a company
that's more attractive to partner with, that brings more business opportunity
and thus has the opportunity to create more business for them. We see the
opportunity to build a company that could grow faster and be more profitable. We
see a company that our competitors have more fear in than they've ever had
before. So today we're going to, to use Craig's analogy, we're going to take the
opportunity to let you take a peak under the hood of where we are in building
this company that's going to change the software industry.

I very much appreciate you coming and spending all the time with us today and we
look forward to your active involvement in the meeting today.

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PSFT - PEOPLESOFT ANALYST DAY

Thanks.

Craig, thank you very much.

CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC.

Great. Well let's get started with the financial review of PeopleSoft, Executive
Vice President and CFO Kevin Parker.

KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC.

Thank you and welcome.

I'm very glad to be here this afternoon. As Craig mentioned, we're going to give
updated guidance not only about Q3 and Q4 but 2004 as well and I think you're
going to walk away very excited about where we are and the opportunity with
PeopleSoft and J.D. Edwards. Let's start with 2004 and talk about what our
expectations really are.

As we look at our total revenues for 2004, our current expectations for license
revenue is between $700 and $715 million and I'll take you through the
assumptions that builds up to that but a very exciting increase. Obviously with
J.D. Edwards included for a full year but we have some growth anticipation as
well and some synergies in there as well and both Phil and Ram are going to talk
about those. On the professional services side we're expecting revenues to come
very close to $1 billion in 2004, between $975 and $990 million for the full
year. On the maintenance side we actual (ph) crossed $1 billion threshold with
PeopleSoft maintenance topping $1.16 or almost $1.175 billion for the full year
of 2004. As we look at the total revenues, that puts us very nicely in the range
of about $2.8 to $2.9 billion of aggregate revenue for the full year.

So that's a very exciting combination and very exciting in terms of the overall
growth of the business. But what's more exciting to us is what we're looking for
on the bottom line. As we think about the pro forma results, and I'm excluding
the impact of purchase accounting at this point. We expect our operating margin
on a pro forma basis to beat (ph) 17 percent or greater for the full year. We
expect our earnings per share, again excluding the impact of purchase
accounting, primarily the amortization of intangible assets, to be between 90
and 95 cents for the full year of 2004. So a very exciting combination and I
think you can see the dramatic change in PeopleSoft business with J.D. Edwards
together.

As we look at our license revenues, we continue to expect that we will have a
very well balanced license portfolio. We have about 11,000 customers together.
We'll continue to see up-selling and cross-selling representing a major
opportunity for us to generate revenue but we will also continue to win business
with new customers. We brought in about 100 new customers in Q2 last year alone.
It will continue to account for a more than 33 percent, now (ph) closer to 36
percent of our total license revenues in the coming year. So a tremendous
opportunity in the installed base but a tremendous opportunity with new
customers as well.

Let's look at license revenue and look at some of the details behind that $700
to $715 million. We're really expecting about a 5 percent growth in our core
business. This is just simply the business of PeopleSoft and J.D. Edwards. We're
continuing to see our pipeline improve and we certainly saw our close rate
increase during the second quarter of this year and we're continuing to be
optimistic about the future and a 5 percent growth I think is a modest growth
rate in an overall environment but we're looking forward to that. We're also
identified (ph) very specifically about $30 to $40 million in additional revenue
synergies and opportunities and it's a very explicit list of products and Ram
and Phil are going to talk about not only the go-to-market strategy but the
development strategy around those cost selling opportunities. We also, as Craig
mentioned, have expanded verticals, expanded products in brand-new markets for
PeopleSoft to be in. So that's really the underpinning (ph) behind the $700 to
$715 million of license revenue.

On the consulting side, PeopleSoft continues to have industry leading results.
As Craig mentioned, we have one of the highest billing rates in the industry,
the highest utilization in the industry and it's an important contributor to our
overall gross margin and we've seen our margins in the services business
continue to expand over the past several years, driven in large part by the
success in consulting. Mike Gugar's (ph) going to come up in a few minutes and
take you through some of the details behind that but we expect to leverage that
PeopleSoft experience into J.D. Edwards and immediately in 2004 generate about
$30 to $40 million in pre-cash profit improvement simply by moving to our model.

When we think about maintenance, the maintenance is fairly straight forward.
We're expecting greater than 10 percent growth in our overall maintenance. We
have a very high renewal rate for our customers, greater than 98 percent. The
license revenue that we generate every quarter is simply additive to that
overall renewal rate. We've seen our maintenance revenues grow at double-digit
rates for the last two years and expect that to continue. One of the important
things, and we'll talk about the purchase accounting in a few moments, is
understanding a little bit what happens to deferred maintenance. As part of
purchase accounting, there's a defer or write down to the J.D. Edwards deferred
maintenance balance as of July 17th of this year. We would have had about $650
million in deferred maintenance balance collectively. The J.D. Edwards balance
of about $200 million gets written down to $50 million as part of the purchase
accounting. That is a one-year impact. We'll see that balance continue to grow
and increase through 2004 and we expect to exit 2004 with a deferred maintenance
balance of $650 million or perhaps greater. So we'll see that impact as well.

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Let's talk about some of the financial synergies that we've identified. Clearly
we've talked about the cross-selling opportunities that we've got here in front
of us of $30 to $40 million but we have a very specific list of additional
synergies that are available to us and we have a great deal of information
around that as part of our due diligence and part of our ongoing integration
work and I'd like to take you through that.

If we think about our overall expense synergies, we've identified a very
specific list and there's a plan behind each one of these that backs it up, that
says here are the opportunities that we have to generate additional values of
(ph) business combination. Certainly, from a G&A perspective, we have a lot of
overlap. We have about 1300 to 1400 people in G&A. We have duplicate almost
every function with in the G&A organization. We'll see that slim down over time
and we'll see that generate about $10 to $15 million of additional bottom line
improvement for us. On the IT side we have duplicate infrastructures, simply
bringing to one common architecture one set of business applications, processes
and things like that will generate another $15 to $20 million of savings for us.
On the facilities side, as we look around the world, J.D. Edwards and PeopleSoft
are in almost 50 cities around the world in locations that are very close to
each other. In fact, some of our offices, you can see the J.D. Edwards office
from our windows. By bringing them all together and co-locating all of those
facilities, we'll generate about $18 to $20 million worth of savings in 2004. On
the marketing side, certainly duplication in programs. We have two PR agencies,
two ad agencies, two advertising budgets. Simply going to market under the
PeopleSoft brand will generate additional savings for us in the neighborhood of
$25 to $27 million in 2004.

Consolidation of the sales organization and we're going to talk a little bit
more about that and Phil's going to certainly go through the deployment model
and some of the progress we've made from the sales perspective. But in terms of
consolidation, bringing us down to one forecasting system, one commission
accounting system, one management infrastructure and one sales operations
infrastructure, we'll generate another $30 to $35 million of savings in 2004. We
talked about the consulting in terms of the utilization in bringing it over to
the PeopleSoft business model, generating $30 to $40 million of additional
savings and simply looking out over the cost of the rest of the organization
we've identified about a $9 to $10 million additional improvement just in
purchasing, contracting and running our business on a consolidated basis. If we
add all of that up, our total identified synergies to date are about $167 to
$207 million. Very consistent with our original expectations of about $150 to
$200 million. These are very specific items. We have detailed plans in place to
support all of these and we're making steady progress toward achieving those
goals.

As we think about some of the other synergies, certainly one of the areas that
has been in the news, unfortunately, is head count. I want to set everyone
straight on where we are from a head count perspective and make sure we have all
the facts available to us. If we look at PeopleSoft and J.D. Edwards, we have
about 13,000 people in total. About 8,000 at PeopleSoft and about 5,000 at J.D.
Edwards. If we think about the combined organization, we are anticipating about
a 7 percent reduction in our overall head count. This is a number that's very
consistent with the first day that we announced the deal. We had -- on that
call, on that earnings call, excuse me, on that announcement call, we indicated
that there were duplicate head count in G&A, marketing and middle management and
we're planning on reducing over time, over the next three to four quarters, the
overall head count of the company between 750 and 1,000 people.

Let's talk a little bit about what that actually is. It's really in G&A, it's in
marketing in terms of the duplication in marketing, it's duplication in middle
management structures. What it is not, and I want to make this very clear, is no
reductions in our development or virtually no reductions in our development
organizations, no reductions in quota carrying sales reps and no reductions in
billable consultants. This is a combination of these two businesses and we're
driving some synergies out of it but we're not reducing our ability to develop
and have a very active and vibrant product pipeline, our ability to go to market
and be successful and our ability, from a consulting side, to deliver the
services our customers expect.

If we think about our 2004 operating margin, it's important to go through where
the revenues are going to be and what the relative contributions are going to be
at the same time. We expect for 2004, for the full year, our license margin to
be between 88 and 90 percent for the full year, fairly consistent what
PeopleSoft has enjoyed historically and it really represents the combination of
the two businesses. Services margin will continue to be very strong at 54 to 55
percent, very consistent with PeopleSoft's historical performance. That also, by
the way, includes the purchase accounting impact in terms of the impact on the
services margin. Filling out the rest of the P&L and our business model, product
development expenses, the percentage of revenue will be about 16 percent for the
full year. Sales and marketing consistent with PeopleSoft's historical results
will be about 25 percent and G&A about 6 1/2 to 7 percent for the full year of
2004. And, again, our pro forma operating margin will be up 17 percent or
greater for the full year.

Thinking about that pro forma and translating that into a GAAP EPS, there's two
things that need to come out of that. Certainly the impact of the deferred
maintenance. That one time, one year write down of deferred maintenance that
comes out of purchase accounting will be about 18 cents a share in terms of our
total impact. The amortization of the intangible assets, really the amortization
associated with the software and of the intangible assets coming through the
acquisition, will be about 14 to 15 cents for the full year, resulting in a GAAP
EPS for the full year of 2004 of 57 to 62 cents on an ongoing basis.

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PSFT - PEOPLESOFT ANALYST DAY

Let's talk about 2003. I'm going to update our guidance for 2003 and give a
little background of where that's coming from and what our expectations are.
Let's start with Q3 of 2003.

We're updating our guidance here today in a couple of areas. In terms of our
overall license revenue guidance, we're now expecting our license revenue to be
between $135 and $150 million for the full year. That's an increase from our
earlier guidance, on a stand alone basis, of $85 to $95 million. That's the
guidance we gave at the end of the second quarter. J.D. Edwards had a fairly
strong quarter for their quarter. Their third quarter ended July 31st. They did
in excess of $40 million of overall business. A little bit more than half of
that was generated after the close. And so as part of the accounting process, we
get to count that as part of our revenue.

But, as we did say at the end of the second quarter, our close rate has
improved. We continue to see the pipeline being at very strong levels and we're
confident our guidance and license revenue at $135 to $150 million of revenue.
That would cause an increase in our overall revenue. Our total revenue will be
about $575 to $590 million for the third quarter and our pro forma EPS, again
excluding the impact of purchase accounting and the impact of the deferred asset
- -- excuse me, the deferred revenue will be about 10 to 11 cents for the quarter
ended September. So that's an update to our Q3 guidance.

Let's go through the time line of consolidation. This is a bit of the accounting
trivia for all the accountants in the room. I see them busy writing notes. For
the rest of you, just stay asleep -- just stay awake just a few moments longer.

The time line for consolidation I think is fairly precise. Our quarter began on
July 1st. From July 1st to July 17th there's no ownership interest, so there's
no consolidation between PeopleSoft and J.D. Edwards. From July 18th, the day
after the close of the tender offer, to August 29th was when the deal was
completed, we owned a little bit more than 85 percent of the overall combined --
of 85 percent of J.D. Edwards and so we count all of the revenue and have to
account for the minority interest in the profit as part of our P&L. From August
29th through September 30th, obviously it's a 100 percent consolidation. So the
results for Q3 are a bit mixed in terms of the impact on PeopleSoft but the time
line I think is fairly precise.

I also want to take the opportunity to update our guidance for Q4.

As we look at our -- the various components of our revenue for Q4, we're going
to increase our revenue in terms of license revenue. Our license revenue
expectations for Q4 now is $160 to $175 million. The previous guidance for Q4
was $125 to $135 million. So this represents a continuing increase, the full
consolidation of J.D. Edwards and a robust outlook for Q4. That increase in our
overall license revenue, plus the combination of PeopleSoft and J.D. Edwards in
maintenance and professional services will drive our total revenue north of $600
million for the quarter. We should be about $615 to $630 million in total
revenue for the fourth quarter of this year and that will generate a pro forma
EPS of 16 to 17 cents for the quarter and, again, the pro forma excludes the
impact of amortization and deferred revenue. It's deferred maintenance.

What does that mean for the full year of 2003? For the full year of 2003 we're
now expecting our license revenue to top $500 million or come very close to
that. $485 to $515 million of total license revenue for the year, that's a
significant increase. We had been just a little bit north of $400 million for
the year. Our total revenue will be about $2.145 or very close to $2.175 billion
and our pro forma EPS for the year will be about 52 to 55 cents.

Here's a little bit more of the detail accounting. I won't go through all of
this and all of this will be available on our web site at the close of this
presentation but, on a pro forma basis, we're also expecting some -- the impact
of deferred maintenance. Plus, in this quarter an in-process (ph) R&D write off,
obviously associated with the (ph) purchase accounting, some cost associated
with severance for the head count reductions we were talking about, plus the
incremental amortization of bringing our GAAP EPS down to about 9 to 10 cent
loss from a 10 to 11 cent profit on a pro forma basis. Very consistent with what
one would expect during the first quarter of an acquisition. For Q4 we're
expecting to be very close to break even, 16 to 17 cents on a pro forma basis.
The deferred maintenance impact here now for a full quarter very close to 2
cents. We should have a 1 to 2 cent facility restructuring charge in the fourth
quarter of this year and a projected GAAP EPS at a loss of 1 to 2 cents or very
close to break even for the fourth quarter.

Let's talk for a moment about the total consideration paid and the allocation of
that. The total consideration paid by PeopleSoft to J.D. Edwards, we certainly
saw the cash and stock component of it. The cost of the assumed options was
about $83 million. We assumed liabilities, about $106 million, for a total
acquisition cost of about $1.9 or very close to $2 billion in terms of total
consideration paid. That consideration paid, in terms of purchase allocation,
gets allocated as flows. We acquired net tangible assets of about $478 million.
So you'll see that in our balance sheet. The intangible assets were just shy of
$700 million. This is the intangible assets associated with intellectual
property and software and so on. There's a deferred tax impact, a negative
deferred tax impact of about $228 million. The IP R&D, relatively modest, about
$14 million in total and we generate about $1 billion in goodwill. So all of
that will be reflected on our balance sheet as of September 30th. And, again,
the purchase price being just a little bit shy of $2 billion.

The other announcement that Craig wanted -- that mentioned today, that we're
announcing today, is our board of directors has approved a stock buyback. We're
going to be executing a stock buyback of about $350 million. It is very
accretive to our 2004 earnings. In fact, we expect the impact in 2004 to be
about 3 cents

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a share. We actually expect to complete this, and we're going to be very
diligent about this, to complete this buyback by December 31st of this year. We
look forward to reporting before our Q4 results are final that we will have
completed the stock buyback. It's important to note, too, that in terms of the
stock buyback, even after the stock buyback, PeopleSoft in combination with J.D.
Edwards will still be a very cash flow positive business. We expect our cash at
December 31st to be $1 billion or greater, so we're not impinging on our
liquidity and ability to manage this business very successfully but it is
important, I think, and a good use of our cash at this time to buyback some
shares.

So, in summary, what have we heard about today. We've increased our Q3 guidance,
particularly on the license and total revenue side. We've increased our Q4
guidance, again on the license and total revenue side. We've provided, I think,
very explicit and very detailed guidance with regard to 2004 and, obviously, the
combination of PeopleSoft and J.D. Edwards has a very significant, accretive
impact on our 2004 results and I think we've given in great detail the synergy
expectations that we have for the combined companies. And then, finally,
announced a $350 million stock buyback.

So, with that, I'd like to introduce my friend and colleague, Ram Gupta, who
will talk to us about the product development plan.

Ram.

RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY - PEOPLESOFT,
INC.

Thank you. Good afternoon. Good afternoon.

As Craig mentioned, both the companies, JDE and PeopleSoft, before the merger,
had very strong product lines. PeopleSoft had the best human (ph) capital
management system on the planet. PeopleSoft's financial applications were ranked
as the number one in the industry. PeopleSoft's CRM products had become a clear,
[Inaudible] to Siebel and PeopleSoft was leading in the area of applied (ph)
relationship management with its award-winning CRM solutions. JDE, on the other
hand, had the best plant, manufacturing and the best in the solution products.
It was leading the industry with asset management, real estate management, and
advanced management (ph) solutions. Both the companies had established
themselves as leaders in different industries. PeopleSoft was a leader in the
services intensive industry, like financial services, government, education,
health care, telecommunications. JDE, on the other had, was leading in the asset
intensive industry to such as pulp and paper, manufacturing, real estate. So my
job as a leader of products and technology at PeopleSoft to build on these
strengths of these two companies and make us even stronger and we have two clear
opportunities.

Our first opportunity is to bring more product, more solutions, to our existing
11,000 customers by integrating the products from both the companies. And a
second opportunity -- our second opportunity is to build the [Inaudible]
products by transferring the intellectual property, the domain expertise from
one company to the other. So how are we going to execute on these opportunities.
Let me tell you. The first thing we're going to do is to build more products,
more solutions, to all our existing customers by integrating the products from
both the companies. And these integrations will bring immediate benefits to our
customers. Immediate benefits. And all of these integrations will be done in the
next 30 to 180 days.

Let me give you some examples. In Q4 of this year we will integrate JDE real
estate management to PeopleSoft products. Now you wonder, why is that important?
Well, as you know, PeopleSoft has a large number of human capital management
customers. In fact, PeopleSoft's human capital management applications today
manage more than 50 million employees worldwide. Now it's certainly [Inaudible]
an employee occupied 100 square feet of real estate. What that means is, that
PeopleSoft customers today are trying to manage over five billion square feet of
real estate and so by doing this integration we will bring to the customer
industrial leading real estate management, so now they can manage their five
billion square feet of real estate. Talk about a huge opportunity. Talk about
bad news for poor solution vendors like MRI (ph).

Another example. By Q4 of this year we will integrate into PeopleSoft CRM
solutions to JDE products. Why is that important? Well, as you know, JDE has a
lot of asset intensive customers. These customers typically spend over 50
percent of the cost in buying materials. What that means is that the JDE
customers today spent over $500 billion in procurement. And so by doing this
integration, we'll bring to this customers the industry's best CRM solutions, so
now they can reduce their procurement (ph). Once again, battling proponent (ph)
solution vendors like [Inaudible].

Another example. In this Q4 quarter we will integrate JDE's smart manufacturing
and advanced lining (ph) solutions into PeopleSoft. Why is that important? A
number of large PeopleSoft customers use PeopleSoft financials at the corporate
and have manufacturing distributed all over the world. By, for example, 3Com,
sorry, 3M, Toyota, Connie (ph). And by doing this integration, you know, these
customers can have the stable (ph) of manufacturing in the underworld, which it
is cheaper, but still have a centralized, financial command and control center.
Gives opportunity. Bad news for point solution vendors like Manugistics, QAD.

And, finally, in Q1 of next year we will integrate JDE asset management to
PeopleSoft products. Why is that important? PeopleSoft has a large number of
customers in government, telecommunications and utilities. Now, guess what, what
do these people have in common. These customers have lots of assets to manage.
governments have heavy equipment, telcos have lines, wires, powers, utilities
have this distribution equipment, the

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vision (ph) equipment. And so by doing this integration, we can bring to these
customers industries leading asset management solutions. Yet another
opportunity. Yet another bad news for point solution vendors like Amaro.com
(ph).

As I said before, all of these integrations will be available in the next 30 to
180 days. Let me tell you why I think we can do them so quickly. Three reasons.
First, PeopleSoft had integration technologies, like integration broker (ph),
that was designed to integrate third (ph) party applications to PeopleSoft
applications quickly. [Inaudible] JDE had integration technologies called
extended process integration, that was designed, once again, to integrate JDE
applications, to third (ph) party applications quickly. So we were able to unify
these integration technologies rather easily. Second, PeopleSoft had built an
industry standard portals that could accept content from any application. JDE
had designed their applications to publish their content into any industry
standard portal. So we were able to accept the JDE content into our portals
rather easily.

And, finally, PeopleSoft had built an open data radar outside (ph) protection
that was designed to accept analytical data from any application. JDE had
designed their applications to publish analytical data into any open warehouse.
So we were able to consolidate the analytical information coming from JDE
applications into our warehouse. What that means is, that the foundation of the
applications, the process management, the portals, the warehouses, are already
integrated and now we can very quickly build on top of the application
integration that I just talked about.

All of these projects, integration projects, are underway. Some are actually
completed. For example, the latest release of JDE 5 had the look and feel of
PeopleSoft applications. Some of these products are already integrated. Speaking
of that, let me give you a demonstration.

UNIDENTIFIED PARTICIPANT

In this demonstration, you will see a seamless combination of J.D. Edwards and
PeopleSoft products. A manufacturer will use a reverse auction to source raw
material. The competition among multiple suppliers will result in dramatic cost
savings. The manufacturer is roofing products company named Superior Roofing.
Here you see that sand is an important raw material used in the manufacturer of
composite shingles. A commodity buyer begins the day by reviewing his system
generated to-do-list. In his first integration touch point, you see J.D. Edwards
works on those decations (ph) being displayed within the PeopleSoft Enterprise
portal. The buyer sees that a blanket purchase order is about to expire. In this
case, it is a blanket order for sand. He responds to this notice by reviewing
future planned purchases as detailed in J.D. Edwards material requirements
planning. He decides to focus on the next six months. The plan calls for 30
truckloads of sand each month. By choosing an action of source, the commodity
buyer tells the system to automatically create a sourcing event in PeopleSoft's
strategic sourcing. This is the second integration touch point. The result is a
competitive reverse auction sourcing event.

The real time auction will be used to select a primary supplier of sand for the
next six months. In this event, three suppliers submit their bids to the
commodity buyer. The system dynamically charts each bid as it is received. The
commodity buyer can graphically see the price coming down with each new bid. In
this case, dynamic competition is driving suppliers to submit multiple bids. The
winning bid price is 10 percent less than it was for the prior six months. That
10 percent savings goes directly to the bottom line. The buyer awards the
business to the winning bidder, a supplier named American Aggregates. He selects
an award of the (ph) contract, then posts the award. This highlights the third
integration touch point. The system automatically creates a blanket purchase
order for 180 truckloads of sand in J.D. Edwards purchasing. Three integration
touch points I've just highlighted a seamless combination of products from J.D.
Edwards and PeopleSoft. As a result, the manufacture benefits from a dramatic
reduction in raw materials cost.

RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY - PEOPLESOFT,
INC.

Don't you find this incredible, the seamless integration of the companies and we
can demonstrate what new (ph) products.

So far we've talked about the first opportunity of bring more products or
customers by integration. Now let's talk about the second opportunity. The
second thing we're going to do is to build dramatically superior products but
[Inaudible] intellectual property, the domain expertise, from one company to the
other. Both the companies, before the merger, had a core set of products.
PeopleSoft was strong in human capital management. PeopleSoft was strong in CRM.
PeopleSoft was strong in financial management. JDE was strong in manufacturing,
was strong in distribution, and was strong in financial management. Both the
companies had product categories that the other one didn't have. PeopleSoft had
categories like incentive management, learning management, performance
management, CRM that JDE didn't have. JDE had categories like real estate
management, asset management and one-time solutions that PeopleSoft didn't have.
So before the merger both the companies on their own were trying to get into
those spaces. Both the companies were trying to enhance their offering.

For example, PeopleSoft. At PeopleSoft we were trying to get into real estate
management and asset management. We were either going to build it or we were
going to buy a company. In fact, we run close with associations (ph) with some
of the publicly traded companies in those spaces. We were looking at ways to
extend our manufacturing solutions. Similarly, JDE was trying to get into the
CRM space. They were either going to build it or they were going

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to buy a company. They were looking at ways to extend the human capital
management solution. But now, after the merger, we are best of both worlds
(ph). We have the domain expertise. We have information (ph) capital in all
product areas. So by leveraging the combined assets of both the companies, now
we can build a dramatically superior products.

Here's what we're going to do. By transferring the intellectual property of
PeopleSoft to JDE, we will escalate (ph) the delivery of CRM solutions natively
on J.D. architecture. We will strengthen JDE's human capital management
applications using PeopleSoft intellectual properties. We will extend JDE's CRM
offering with things like call center management from PeopleSoft's CRM. And we
will add new products like planning and budgeting, cash management to JDE
offerings from PeopleSoft's portfolio. And these dramatically superior products
will be brought to market as PeopleSoft's Enterprise One.

On the other side, by transferring the intellectual property from JDE to
PeopleSoft, we will escalate (ph) the ability of interstate (ph) management and
asset management natively on PeopleSoft's architecture. We will extend the
capabilities of manufacturing and distribution on PeopleSoft architecture by
leveraging the IT of JDE. We will extend PeopleSoft's CRM products with things
like service management, warranty management by using the CRM product of JDE and
we will add new products to PeopleSoft like solution marlet (ph) content
designer from the JDE portfolio. And, once again, these dramatically instituted
products in the goal (ph) market have PeopleSoft Enterprise.

However, integrations and IP transfer is not the only thing that we will do in
2004. It's not the only thing. We will continue to add and build more
functionality in each of our product families. In the enterprise family we'll
add things like frozen (ph) competition management, new payrolls, certificate
(ph) out management and then, as far as one family (ph), the last intellect (ph)
[Inaudible], leading floor manufacturing, automotive [Inaudible] account. And,
of course, we will continue to enhance and maintain PeopleSoft's World family
(ph). So as a result of this integration, transfering, and adding new
functionalities, we will have three very strong product families. PeopleSoft
World, PeopleSoft Enterprise One and PeopleSoft Enterprise. With these strong
product families it's hard for me to imagine how we can lose a deal to SAP and
Oracle Group in a competitive position.

All of these product families will continue to keep the products they already
had and we will enhance and extend the products by using the intellectual
properties of other product families. As Craig mentioned before, our product
strategy is not about consolidating products. Our product strategy is about
keeping the goodness of each family, improving it and extending the product
portfolio.

So what does all this add up to? It adds up to a very comprehensive product road
map. A road map that has something for everybody. New products, new solutions
for the JDE customers, new products and new solutions for the PeopleSoft
customers and dramatically superior products so PeopleSoft can compete and win
against SAP and Oracle. You will see us delivering a basis (ph) road map over
the next 18 months. In fact, we will make significant announcements at our user
conference connect (ph) on September 15th in Anaheim. There you get an
opportunity to look in more detail in this road map about every product line,
every product. It's going to be a very interesting event. Mark your calendars.

I'm confident that we will execute (ph) to this road map. I'm confident because
we've done this before, not once, not twice but many, many times. We've brought
our banking CRM to PeopleSoft in six months and today we have an outstanding CRM
product. We brought over (ph) Coheara, Calico, Specialage (ph) to PeopleSoft in
six months and today we have the best CRM products. We brought over team skates
(ph) learning management to PeopleSoft in six months and today we lead that
space. We know. We know how to take a product, a blueprint and people and
migrate it to any architecture. Not PeopleSoft architecture, any architecture.
In fact, they're good at this. I'm confident because for the last 12 weeks our
teams have been working very well together. A number of projects are already
complete and the rest are on schedule. I'm confident because we have 3,000
developers signed up, working hard to execute on this mission. I'm confident
because have 11,000 customers who are supporting us to execute on this mission.
I'm confident because I have an outstanding management team in place. Each and
every product line is being run by a known manager. Some come from PeopleSoft,
Resme Lauden (ph), Doug Marrit (ph), Joe Davis (ph), Sasha Quirc (ph), Shatelus
Petus (ph). Some come from JDE like Les White (ph), Greg David Seibert (ph). And
some come from our favor (ph) company like Jess Randerson (ph). All of these
people are industry veterans. In fact, most of them have run their own companies
and all of them are at top of the game. I'm confident that we will execute on
this road map. You can count on it.

Thank you.

With that, I'd like to invite Phil Wilmington, Executive Vice President for
Americas.

Thank you.

PHIL WILMINGTON - EXECUTIVE VICE PRESIDENT OF FIELD OPERATIONS - PEOPLESOFT,
INC.

Thanks, Ram.

Good afternoon.

I had the same problem when Ram said good afternoon. Good afternoon.

You know, when you listen to what's been talked about today, I think it's easy
to understand why from day one this acquisition

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took place there was a buzz surrounding this acquisition. You know we've had the
opportunity today to listen to Craig detail PeopleSoft's leadership position in
industries, leadership and product and leaderships in markets like mid
enterprise and enterprise. We had the opportunity to listen to Kevin talk about
the financial impact and the cost synergies and the revenue growth opportunities
and now we've just finished listening to a very exciting product road map
discussion lead by Ram where we talk about product integration and we've talked
about the transference of intellectual property.

You know it's easy, as you listen to those things, to understand why there's a
buzz surrounding this acquisition. You see my challenge is a little bit
different. My challenge is to deliver on the buzz. My challenge in my job is
really a kind of a tough job because now you need to take an organization and
integrate it into the field to be able to seize the opportunity around the buzz.
To take our field organization from one with potential and create, immediately,
an organization with the scale and the scope to be able to deliver these
results.

It's a big job, and it's a job that, historically, in our industry, has not
always been done that well. But based on my over 20 years of experience in the
field, I've got an opinion on why that's true. It's true because most times when
technology companies merge, they've had their sales forces calling on the same
customers.

They're calling on the same customers with very similar product sets. So,
there's a lot of quota redundancy. And when they look to reduce and they look
for cost synergies, they impact their quota performing organizations. Well,
that's not what we found. We didn't find an organization with a lot of
redundancy in the field. We actually found that both organizations were focused.
They were focused in different ways.

The former J.D. Edwards organization was focused on the mid-enterprise, usually
on enterprises that were less than $1 billion in revenue. And they were focused
by industry. They led those industries in areas of asset-intensive, in
industries like construction and mining, paper and pulp. They led in the life
sciences industry. They led in real estate management. They led in engineering.
They were the leader in the mid-enterprise manufacturing and distribution space,
with over 5,000 customers in North America alone. 5,000 customers in North
America alone in the mid-enterprise for manufacturing and distribution.

Now, the other organization, the former PeopleSoft organization, had its focus
on the upmarket. It was the leader in financial services and telecommunications
and education and government, in the industries that Craig highlighted for us,
large, complex, global organizations. That's where the focus of the deployment
model was. So, there's little overlap in the field.

So, the result of this combination is really a huge, global application sales
force. We didn't have to eliminate quota-carrying sales people and we'll find
cost savings in other areas, and Kevin talked about many of those. But we didn't
have to interrupt quota performance, and that's a key factor in the successful
merger of these organizations. Little interruption in the field, little
interruption as it relates to quota performance.

So, let's take a look at what we have in place today. In our field organization
today, we have over 2,000 professionals selling and demonstrating the
applications that you saw outlined today in Ram's presentation. Over 2,000
people selling and demonstrating these products. We have over 4,000 people
focused on successfully implementing for our customers. And in a moment Michael
Gregoire will talk about the structure and the drive of these over 4,000
professionals in the market space.

These people operate in 36 countries and they service customers who have
business operations in over 150 countries. So, if you look at it, it is over
6,000 professionals focused on the selling and successful implementation of
PeopleSoft Business Solutions. It is the largest application-focused selling and
service organization in the world, strict focus on application. The largest in
the world with the exception of one.

So, we immediately establish critical mass globally. But then we had to make the
big decisions and we had to make them rapidly, with speed and with impact. We
had to make the decisions that directly impact your ability to drive revenue.
Those decisions were on deployment and field readiness.

So, let's talk a minute about deployment. We've gone with a geographic regional
or country model to drive our field organizations. But within that regional
deployment, we've kept our account executives calling on the customers that they
were calling on prior to the merger. We've deployed with our organization
focused on the mid-enterprise and customers less than $1 billion and on the
upmarket.

And then within those regions, we have account executive territories and their
managers within those regions, focused on industry. And they are the same
industries where we focused our attention prior to the merger.

So, in essence, I believe we've maintained the strength of both of the
deployment models that were already in place. But we've done what I really
believe that you have to do in order to grow revenue. We've given each one of
those account executives this full product portfolio to be able to drive
revenue. We've given more products to the account executives to be able to sell.
More products drive more revenue.

Then we had to execute on a field readiness program. Now field readiness program
is a lot of blocking and tackling, making sure that things are in place to make
your sales organization immediately productive. I want to talk about a couple of
components of that field readiness program.

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The first is sales training. You need to train your sales force to take
advantage of cross selling opportunities. You need to let them know the
qualifying questions, the buyers, the business process issues that they're
impacting. You need to help them qualify the right opportunities for cross sell.
Now, we've already accomplished much of that.

To date, we've already trained over 1400 professionals to cross sell and to
qualify cross selling opportunities in the field. We will complete the training
of the remaining 600 field resources by the end of October. So, already we've
trained over 1400 people. We will complete that training by the end of October.

The area of sales tools is an exhaustive list of things that you need to
successfully bring a product to market. There's sales collateral materials.
There's product reference guides. There's frequently asked questions. There's
demonstrations like the demonstration you saw today. These demonstrations are
already being given to customers in the selling environment today.

And it's not just driven by a demonstration like the one you saw here. It's
driven by sales consultants. And those of you who are familiar with our
industry, sales consultants own the keys to the kingdom. That's where your
product knowledge is. We've consolidated and brought together the solutions
consultants and product consultants from J.D. Edwards and PeopleSoft. We brought
them together in a single management focus.

Why? So that as every account executive in the field qualifies in opportunity,
he or she has direct access to the right resource to be able to demonstrate that
product. The demonstrations drive the visualization that customers have when
they address their business process change within their organizations. So,
direct access to the sales consultants to drive the demonstrations.

And finally, the area of sales operations. Now, the area of sales operations is
really one of infrastructure. It's plumbing and wiring. They're very important
things in order to run a sales organization efficiently. For example, in
forecasting, pipeline management, today we operate on one forecasting and
pipeline management system. We have already completed that integration.

Why is that important? One, it allows you to reliably predict your revenue
results. But you also make sure that you get the right resources and the right
coverage to the right opportunity as a pipeline opportunity is generated and it
moves through your forecast.

You also impact areas like lead distribution. Over 50,000 leads are generated
annually in this new entity. Those leads need to be immediately routed to the
right account executive to insure a timely response to the customer. That
territory definition, that routing has already been completed. So, these are
just a couple of examples of key sales operation components that we had to
execute on immediately, and we've already done successfully to make sure that
there's no interruption in our business and that customers receive timely
response with the right resources.

So, why am I confident that it's working? How do I know that these market
opportunities are real? How do I know that the impact of this organization is a
positive one in the marketplace? Well, you go and you talk to customers. And
that's what I've done over the last 8 to 12 weeks. I've had the opportunity to
talk to former PeopleSoft customers and former J.D. Edwards customers.

You know, there's three types of market opportunities that we have. One is the
opportunity to upsell. Now, both organizations had already been upselling. When
customers looked to upgrade, we were already selling additional modules to
customers and both organizations were selling approximately 60% of their
revenues through existing customers. We'll continue to upsell.

But now you have the opportunity to cross sell, sell from the different product
portfolios and PeopleSoft enterprise and PeopleSoft Enterprise I that Ram
discussed. And you've got the opportunity to sell net new name customers.

I want to tell you just a couple of quick stories that highlight the cross sell
in the net new opportunities and what we're seeing in the marketplace already.
The first is a West Coast based life sciences corporation, Invitrogen. I went to
Invitrogen. They're a J.D. Edwards world customer that was looking to upgrade to
Enterprise I. Now, they're still considering how to map out that upgrade and
they'll work with PeopleSoft global services to properly plan it. But now
they're not just thinking of that. They're also looking to add performance
measurement.

Key performance indicators and the balance scorecards to be able to make sure
they properly measure and drive their business. They're looking at global
consolidations. These are direct cross sell opportunities that were not
available to either organization prior to the merger. More products drive more
revenue.

My favorite story is Lumar (ph). Lumar (ph) is a Tier 1 automotive supplier in
Canada. Lumar (ph) went to market with an RFP, an RFP for Tier 1 automotive
manufacturing and supply chain functionality, but in addition, they want a
supplier relationship management functionality and human capital management.
Now, independently, the former J.D. Edwards or the former PeopleSoft might not
have been able to address the needs of this company. But now we're on the short
list.

We've been able to help work with Lumar (ph) and select the right products from
the portfolios that you've seen in an integrated approach to bring them the best
of automotive Tier 1 supplier, manufacturing and supply chain, the global
leading human capital management product and supplier relationship management
product. So, that's how I know it's working. Those are real pipeline
opportunities, real growth opportunities.

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Now, I recognize that it's early in the process, but this is what I've been
doing for the last 8 to 12 weeks, talking with companies about opportunities
just like this. So, the customers are excited. There's a high level of
expectation. There's increased activity in our field organization.

And finally, we'll continue to run our organization so that we'll be successful
for the long term by continuing to deliver on our commitments to our customers.
With a broader portfolio, you can not just sell application transactions. You
have to really be a trusted advisor for technology in the marketplace.

Now this was a cornerstone in the J.D. Edwards organization and the PeopleSoft
organization, becoming a trusted advisor and business partner and maintaining
our commitments with our customers. You commit to it every day and you deliver
it to each of your customers.

So, we built our global sales organization and we've deployed it by country or
by region and then with mid-enterprise and upmarket or enterprise focus. And
we've deployed with industry expertise, maintaining the strength of both
companies. We've executed on an extensive field readiness program. We've
accomplished a tremendous amount in a short period of time.

And it's exciting to talk to you today, but it's even more exciting to think of
the opportunity that we have in 10 days, when we unveil much of this to 10,000
plus customers who will be assembled in Anaheim. 10,000 people coming to hear
this message. The field organization is very excited to be able to execute on
that [Gap In Audio]
and our customers are very excited as our attendance numbers in connect continue
to go up.

Now, most of what I talked about is business fundamentals, but I'm a firm
believer that you have to execute on the types of business fundamentals
discussed here today in order to turn that buzz from a buzz of speculation to a
buzz that's driven from exciting revenue results. Thanks very much.

I spoke about our service organization, over 4,000 professionals globally,
focused on successfully implementing PeopleSoft business solutions. Here to
describe the activities in that particular area since the merger is Executive
Vice President, PeopleSoft Global Services, Mike Gregoire.

MICHAEL GREGOIRE - PEOPLESOFT, INC. - EVP

Good afternoon. As Craig mentioned, and you can see from Kevin's results, we've
got a very successful, vibrant, integral part of PeopleSoft in our professional
services organization. Our professional services organization encompasses
consulting, training and our hosting.

When you take a look at this business, it's a business that's driven by metrics.
And the key metrics in this business is utilization. And if we look at what
we've done since we started paying attention and focusing on service delivery
because our customers were focused on service delivery, you can see the dramatic
increase we've made in these key metrics.

Utilization is how active consultants are, working on billable engagements. In
2000, we had approximately 50% utilization rate. Today we consistently and
regularly drive between 65 and 75% utilization. Number of prime projects, in
2000, very few. Today we derive over 20% of our revenue in prime projects. This
is an important consulting metric because this is how much customers trust you
to do an end-to-end solution.

Delivery of global projects, when I first came onboard we had no capability to
drive global projects. Today we do it every day, all day, large customers, Avis,
France Telecom (ph), GE, 3M. These are all demanding global customers, but
we've played a material role in their implementation, driving their success on a
global basis.

Attrition. Attrition is a metric in consulting that many people don't quite
understand, but it's integral to our success because we spend so much time and
energy making sure our consultants understand our product sweeps. We invest
about three months worth of training before our consultant becomes billable.
Every consultant has to write three exams that are administered and designed by
a third party before we put them out in front of customers. By making sure that
those consultants stay working for PeopleSoft lowers our expense base, and it
also makes it extremely attractive to our customers.

When we look at all of these metrics, and I take a look at the J.D.E. services
business as I was going through due diligence, I felt like Michael J. Fox in
Back to the Future. J.D. Edwards looked very similar, remarkably familiar to
what PeopleSoft looked like three years ago.

J.D. Edwards has 1400 consultants, approximately 57% utilization, a very heavy
management overhead structure. This is something we've seen before. This is a
movie where we know the ending. We actually know the script. We know how to turn
the J.D. Edwards services business into the same production metrics that we have
with the PeopleSoft global services that we enjoy today.

So, my challenge in integration is to drive the new PeopleSoft into these
performance metrics in the shortest period of time as possible. We need to do
that two ways. First, we have to grow revenue. Let me share with you some of our
ideas that we're executing on right now to ensure that we drive revenue.

J.D. Edwards has a new release coming out with Enterprise I. Today J.D. Edwards
gets 75% of their revenues from new

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customer implementations. So, 25% of their revenue comes from their current
install base. This is too small a number. They have 6600 customers that have the
opportunity to be upgraded. This is the place we're going to drive a lot of
focus.

And we know how to do this. And PeopleSoft, when we announced Version 8, we
drove 2,000 upgrades of our software, 2,000 upgrades. We have all of the
marketing, the templates to go to market strategies of how to prepare for this.
We know how to repurpose this material and aggressively get into the J.D.
Edwards install base and tell them about what they can do with the new
Enterprise I Products.

The other area that we have a dramatic ability to drive revenue is expanding our
solution centers. We have 9 of these on a global basis. Let me explain what a
solution center is. A solution center is a physical place where we do
implementation and upgrade work on vanilla implementations, dramatically driving
down the cost.

We dramatically drive down the cost because we can have multiple consultants
working on multiple projects at the same time. I can have one system
administrator working on several projects doing performance tuning. I can have
one DBA doing database configuration work. I can have one functional expert
working on three or four different financials, HR, CRM applications at the same
time.

By having these virtual centers, we're able to drive the cost of implementations
down almost 35%. We're able to lower the time it takes to implement by 25%. We
know how to do this. We've done 650 of these in the last two years. We will have
the J.D. Edwards Enterprise I applications into our solution centers before the
end of the year. This is going to provide us an opportunity to get into markets
where we could never get before.

J.D. Edwards could never get into these markets because they didn't have
solution centers. PeopleSoft couldn't get into these markets because we didn't
have product. This opens up new product markets for us that's going to be
extremely exciting.

The other area where we can grow is in education. PeopleSoft has world-leading
Enterprise education for ERP, undoubtedly the best. We have an ability to take
the J.D. Edwards and put it through our field management algorithms for loading
classrooms, which means we have fixed costs, more students. We have the ability
to sell the J.D. Edwards training programs, which is something we do very well.

Selling, training and PeopleSoft was pervasive through every element of the
company. It's that way because the product people know customers that take
training have a higher customer satisfaction rate, don't call this the GSC.

The sales force likes to sell training because they know that customers that
understand how the product works have a higher customer satisfaction rate. We
have an ability to do this with the J.D. Edwards product sweep.

And lastly is, nobody sells and delivers more Enterprise training for the ERP
space than PeopleSoft. We have over 500 E titles in our catalog. We're the best
in the world at doing this. We have the studios and the technology to turn all
of the J.D. Edwards education business into E-learning. We're going to drive at
least 10% growth in the J.D. Edwards training business in 2004 and at the same
time we're going to drive 17% reduction in cost. This is something that we're
very excited about. We know how to do this.

The one that I'm most excited about, though, is what Ram was talking about, is
implementing new products. We've dramatically increased the number of products
that we have to work on. We have dramatically increased the ability to link
these products together to drive more value for customers. Customers will want
to deal with PeopleSoft global services because we intimately understand how
these products work.

We intimately understand how these products work together. That's going to
provide us with an incredible amount of revenue generation opportunity as
customers look to take advantage of these new products, lower their
implementation risks and get into market quicker.

The other areas that we need to focus on to deliver the $30 to $40 million worth
of margin improvement that Kevin talked about is to attack our cost structure.
The key areas in attacking our cost structure, first of all, is to increase
management's span of control.

We've got a very experienced management team in PeopleSoft. And in doing that,
we've been able to drive the management span of control. By getting the J.D.
Edwards service business into our span of control is going to dramatically
reduce the cost structure of the business.

We've already talked about utilization and how important utilization is to the
consulting business. We have the ability and the know-how to make sure that we
know what a consultant can do. We know where those consultants need to work and
we know how to get them there. That algorithm, that discipline, that
methodology, those tools drive utilization. We do this every day, all day, all
around the world. We know we can do this with the J.D. Edwards services
business.

The third area where we have to attack the cost structure is in using offshore
resources. Many of you attended our press conference in May where we announced
the opening of our solution center in Bangalore, India. I'm pleased to announce
we have 18 projects through our Bangalore center right now. We're going to
continue to drive offshore implementations. We're going to continue to drive
that with Enterprise and Enterprise I implementations.

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The cost structure in our Bangalore center is one-fifth the cost of a consultant
in western Europe and in North America. We're continuously driving more projects
into these centers, which makes us more attractive in the marketplace, gets us
into more cost sensitive areas and dramatically improves our ability to get to a
wider marketplace.

In summary, our integration is going extremely well. I have the global
management team in place. They all have their cost metrics that they need to go
drive. They all have their revenue metrics that they're going to be adhering to.
They know what they need to do to drive our tools and methodologies and permeate
that across our new 4,000 person strong global organization. Experienced
leadership is unbelievably important.

As I said before, with my reference to Back to the Future, we've been there. We
know what it took to get there. We have the steps and the experience to make
that happen. 100% of my management team that was here through 2003 is here
today. They are still working for PeopleSoft. They are ready and excited to go
drive this new chapter in our growth.

Thirdly, we need to maintain our proven track record. I stand before you saying
that we do a really good job of professional services. We've provided you with
all the metrics. We're going to continue to drive the combined organization
along these metrics. With that, you will see that PeopleSoft global services, a
combined organization of 4,000 consultants in 36 countries working in 150
countries, will continue to drive margin and topline revenue for PeopleSoft.
Thank you.

I'd like to invite Cara Wilson (ph) , Vice President of Corporate Communications
onstage. Thank you, Cara (ph) .

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

Thank you, Mike. At this point we'd like to open up the forum for question and
answer session. I'd like to invite our speakers up to the stage, as well as
three additional members of the executive management team, Nancy Caldwell (ph) ,
our Chief Marketing Officer, Rick Berquist, our Chief Technology Officer and
Keith Dubois (ph) , our Executive Vice President of Aman (ph) .

While the executives are taking their seats, I'm also going to remind you about
Connect. And as you can see from the numerous mentions today, we are all really
excited about this event. If you didn't hear, it is September 14th through 17th
in Anaheim, California. As Ram mentioned, there's going to be several exciting
news announcements. And of course, it's always a great opportunities to speak
directly with our customers, executive management team and all of our other
managers.

Immediately following the Q&A session, I just want to remind you that we are
going to be hosting a cocktail reception. We will have all of Ram's general
managers here, as well as the extended management team to speak to you and
answer any remaining questions that you have.

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QUESTION AND ANSWER

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

For the Q&A, we'll have two miked runners up and down the two aisles. If you
have a question, please raise your hand and tell us your name and what company
you're with. OK. [Inaudible] in the middle.

REESE RICHARDSON - ANALYST - ALAMAR RESEARCH

Thank you, Cara. Reese Richardson (ph) with Alamar Research (ph) . So far only
one presenter has mentioned the O word, offshore. I was just curious about your
plans to move development to India. You talked about the service center. I know
that J.D. Edwards was in the process of moving developers there. Can we expect
to see greater headcount in India and other lower cost offshore places?

UNIDENTIFIED PARTICIPANT

Sure, I'll take that. What they didn't mention today was, Mike and I started
this offshore together. So, our goal, and it's hard to see here, was to have
half consulting and half build up for resources. By the end of this year,
PeopleSoft alone would have 150 people in our Bangalore facility with a very
aggressive growth plan the following year.

Now, J.D.E., on its own had done about a similar arrangement with a company
called Comprehensive H&I (ph) . So, they already have I think 75 to 80 people in
this center. Both of these centers today are operational, bringing us cost
synergies and we continue to look at this opportunity, not just saving cost but
also finding bandwidth, also finding great talent, maybe development in that
country that has both development and project management.

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

Right here in the red tie up front.

UNIDENTIFIED PARTICIPANT

Phil, where's Phil? Oh, there you are. I think you mentioned a customer that was
looking to upgrade from World to PeopleSoft I. Is that a paid upgrade? In other
words, if a J.D. Edwards customer wanted to upgrade to PeopleSoft suite, is that
a paid upgrade or are you going to honor maintenance agreements for those types
of arrangements?

PHIL WILMINGTON - EXECUTIVE VICE PRESIDENT OF FIELD OPERATIONS - PEOPLESOFT,
INC.

Yeah. In that situation they're looking to upgrade to the Enterprise I product,
the products provided is part of standard maintenance. So, it's a part of
standard maintenance to be able to expand to the product line, but then an
additional product modules or license, there's additional license revenue
opportunity.

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

In the back.

UNIDENTIFIED PARTICIPANT

Question for Kevin. You mentioned $75 million initially in the cost savings. Now
it's $150 to $200. Where have you found areas of savings? What was the dramatic
jump in that savings plan?

KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC.

Actually the number didn't change. Our internal plan was always $150 to $200
million. We were a bit, perhaps characteristically conservative at first, in
terms of releasing the details behind that. We had a threshold to prove to the
world that it was accretive and we weren't quite prepared, at that point in
time, to say how accretive we felt it would be.

A couple of days later we felt our conservatism was being used against us,
somewhat unfairly, so we felt it was appropriate to describe the larger range,
the $150 to $200 million. And it's very consistent with the plan we've described
here today. There's some modest changes. Some numbers have come up a little bit
and gotten us to the range of $167 to $207 million. And that's the savings we've
identified to date in the integration process.

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

Gentleman right here in the front, next to the first row.

TAD PIPER - ANALYST - PIPER JAFFRAY

Tad Piper, Piper Jaffray. A couple of easy questions for you, Kevin. Can you
give us what the share count assumptions were for Q3, 4, just so we understand,
and full year so we understand the buyback assumption?

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KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC.

Sure. I think it's about 365 million shares outstanding for Q3 and Q4 and
probably increasing on a weighted average basis, close to 380 million shares by
the first quarter of next year, and that does not include any impact of the
buyback in those share accounts.

TAD PIPER - ANALYST - PIPER JAFFRAY

So, the $0.03 accretion doesn't include that?

KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC.

That's correct. In terms of the stock buyback, when we're successful in
implementing that, and you know, as we said, we'd try to do it this quarter,
that is roughly at today's price, roughly about 18 million share count
reduction, give or take a few 100,000.

TAD PIPER - ANALYST - PIPER JAFFRAY

And just to clarify, the 90 to 95, does that include the buyback or not?

KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC.

It does. It sort of implicitly, I think there is a bit of rounding in terms of
the overall goals that we've got there. I think the goals are very aggressive
and the numbers that we showed today did not include the buyback so that the
share counts that were used were on a pre-buyback basis. If we were to buy back,
then we might consider that the amount would be accretive to those numbers, so
the $0.90 to $0.95.

TAD PIPER - ANALYST - PIPER JAFFRAY

OK. A question on the product side. This is either for Ram or Rick, I guess. One
of the issues that has been out there has been obviously, J.D. Edwards had a
relationship with IBM on the middleware side. You obviously, traditionally use
BEA products. Have you made any decisions as to whether you will choose one over
the other? That's part of the question. And B, the integration sounds easier
than I imagine it actually will be. On the product side, how are you actually,
just kind of which route to go on the middleware side?

RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY PEOPLESOFT, INC.

Sure. I think I'll start with that. PeopleSoft has always supported more than
one vendor. It is not just BEA that we had. We supported BEA. We supported IBM.
And J.D.E. had supported IBM as a [Inaudible] . Going forward, what you can do
is, get all aboard bringing choice to the customers. You saw the product road
map, you saw the families of product that could bring them together. It's all
about giving them choices.

Now, going forward, not [Inaudible] support IBM middleware for J.D.E. family,
for their Enterprise I family, it's also extended to the fact that it supports
[Inaudible] . So, we'll also support BEA very quickly on that architecture.

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

Down here in the corner.

ANN GRAGNER - ANALYST - CHAINLINK

Hi. Ann Gragner (ph) from Chainlink (ph) and this question is also for Rick
Berquist. Can you talk a little more about the architectural transformation that
will happen with the products? Because I would imagine, long-term, you can't
support especially the modules like SRM and supply chain and CRM, how they'll
all get blended into single platform for the customer base?

UNIDENTIFIED PARTICIPANT

Our belief today is that we have two product lines going forward on different
tool sets and so forth. We think that's very sustainable to look at those
products have been successful. The key think is that those [Inaudible] from the
same architecture, pure internet architecture for both J.D. Edwards Enterprise
I, as well as PeopleSoft Enterprise products. We see that really continuing.
[Inaudible] times for finding key things that can be done.

To get an example of that, they'll actually come out in the fourth quarter, is
J.D. Edwards had a tool for building out of business processes. PeopleSoft was
actually in the process of looking into a third party to develop that. We're
going to use the J.D. Edwards common tool across both of those. Where there are
obvious synergies like that, we're going to take advantage of it. But we see no
need, at this point, to be able to have to change the architecture or the tool
sets of either one of those applications.

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

[Inaudible].

UNIDENTIFIED PARTICIPANT

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Hi. [Inaudible] from Medigroup (ph) . A question for Craig. First of all,
congratulations on the progress you all have made so far. But we all know that
mergers are complicated, and how do you guarantee execution going forward? How
are you going to keep all of these different teams focused over the next 6 to 12
months to really insure that this new merged company will be successful.

CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC.

First of all, we've all been through acquisitions before, some of them
successful, some of them unsuccessful. So, we have some degree of advantage of
experience. Number two, I think there's a point of diminishing return where, the
smaller the acquisition the more risk there is it can be a dart. If you look at
some of PeopleSoft's acquisitions early on, they suffered from neglect. The J.D.
Edwards acquisition is so large that it's what we live every day. It's like
having an elephant as your college roommate. You know, you come back from your
shower, you go to class, you come back, they're there. J.D. Edwards is so large,
the opportunity is so important, the customer questions, the issues that we face
moment by moment force this management team to live the acquisition of J.D.
Edwards every day.

So, I think that the number one thing that I've always worried about with
acquisitions is benign neglect, and we don't have the opportunity for that
because the acquisition itself is so large. And so, I think there is a high
degree of confidence, and I think if you've sensed anything here today it was
that everybody individually, is pretty confident about their role and their part
and our ability to execute.

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

Right down here, front.

UNIDENTIFIED PARTICIPANT

Thanks very much. Questions maybe for Kevin or whoever is appropriate on license
and also the services. You've made a considerable change, particularly for '04
and the license outlook and you've given us a lot of good reasons. But maybe if
you could try to split for us how much the environment around us is changing in
terms of prove economics and so on versus company specifics, which you did go
through in great detail, if you can give us anything there.

And then on the services side, if I understood the guidance correctly, it does
look like the service forecasts are slightly lower than one would have had if
you'd simply added up what had been the consensus for PeopleSoft and for J.D.
Edwards stand alone. So, I'm wondering if there's any change in the marketplace
there, I guess, more on the professional services. Just give us some color, if
you can, on those two. Thank you.

KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC.

Sure. And I'll ask Phil to jump in on the market environment, filling deeds
specifically. We are, as we described at the end of the second quarter, we had
seen our close rate improve from the Q1 levels and our pipeline had continued to
increase during that timeframe. The initial success we've enjoyed with the J.D.
Edwards combination of customer feedback we've gotten has all been very, very
positive.

We mentioned that J.D. Edwards had a fairly strong quarter for their quarter
ended July 31st. So, a lot of the data points are starting to line up in that
sense. I think our expectations are not overly aggressive. They're thoughtful
and they're conservative, but I think they do reflect our current view of the
environment. Phil and Keith?

PHIL WILMINGTON - EXECUTIVE VICE PRESIDENT OF FIELD OPERATIONS - PEOPLESOFT,
INC.

Yeah. Thanks, Kevin. I think if you look at the revenue numbers, you see
increases in two particular areas. One, I think we've predicted a modest growth
at PeopleSoft and J.D. Edwards' core businesses. I do believe that the market is
starting to return to some sense of normalcy as it relates to buying patterns. I
don't think it's recovered completely, and I don't think you saw that in our
numbers. But I think what you do see in our numbers is a belief that these cross
sell opportunities are very, very real.

If you look at the industries where PeopleSoft is traditionally strong,
financial services. You've got a financial service customer base where we're the
leader in the industry. We're one of the largest holders of real estate and who
needs real estate management? Financial service corporations. We didn't have an
offering.

We've been out now and we've had the opportunity to talk to entities from the
financial services area as an example, but we really believe the cross sell
opportunities are very, very real. And I think the market, certainly, I believe,
is healing somewhat. We've got that sum in our numbers. So, these cross sell
opportunities are also, we believe, very real. Keith?

UNIDENTIFIED PARTICIPANT

You know, over the last few years we've managed to become a very strong actor in
almost all the countries where we do [Inaudible] outside the U.S. With America
now, we are becoming a leader, which means that everywhere we do it in other
countries,

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we believe the market is going to focus on primarily two main actors. We're
going to be one of the two. And maybe the first time that we're in such a
position, and we want to take advantage of this position to bring the size of
our company in all the European territories or Asian territories where we do
operate [Inaudible] . That's clearly one of the signals of giving, by sharing
this type of information with you for [Inaudible].

UNIDENTIFIED PARTICIPANT

In terms of the services businesses, on the professional services side for 2004
we are anticipating something in the neighborhood of 10% overall growth in the
PeopleSoft core professional services. On the margin component, if you noticed
on the business model, we are seeing a slight decline in the overall margin of
services in the aggregate and that's both professional services and the
maintenance component, I think in the most recent quarter, we're around 57%.
Going forward we described it as 54 to 55%.

Remember that deferred maintenance breakdown hits that margin line directly. And
that is a pure profit impact as part of the purchase accounting, which causes
the margin to come down slightly on a year-over-year basis, but we'll see
accelerate right back up to normal levels as an exit rate for Q4 2004 and for
the full year 2005.

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

(unid) in the back.

UNIDENTIFIED PARTICIPANT

J.D. Edwards clearly had a vertical market strategy. Could you talk a little bit
about your thinking with respect to the combined entity from an R&D perspective
in terms of becoming more vertically oriented, as well as from a sales
perspective in the U.S., as well as outside the U.S., and then lastly from a
marketing perspective?

RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY-PEOPLESOFT, INC.

From the product line view, PeopleSoft, as we said this afternoon, has already
been leading in certain marketplaces, national services, government education
and telecommunication. And J.D.E. was leading in [Inaudible] industry. So, what
I see happening now is, these two product families, not only we can continue to
increase that focus, if you may, as I was talking about we will add [Inaudible]
and flow manufacturing [Inaudible] accounting into the one account, as one
account and as one family. That's making more vertically focused in the family.

So, really, the family will keep adding more financial services features or more
telecommunication features. And we're bring asset management forward from
Enterprise I family to Enterprise. That gets us again where to put focus and go
back to [Inaudible] company. So, I see the progress increase.

UNIDENTIFIED PARTICIPANT

I think your industry strategy, Neal (ph) , really begins on the products and
technology side. It has an industry strategy focus, but then it's deployed in
the field with the assignment of account execs who call solely on specific types
of companies. And if you look at the deployment model that I've described, it
has a dimension, which is geography, so that you have management resources close
to the customer. But the next dimension that I describe are size of companies
and industries.

We previously had, both with the former J.D. Edwards and the former PeopleSoft,
account executives who only called on certain types of companies, life sciences,
consumer packaged goods, financial services, education, higher education, state
and local government, federal. All the industries you saw, Craig represented
here today where we were the leader, we had dedicated resources to only call on
those types of identities. We will maintain that as part of our deployment
strategy. So, it's a multidimensional deployment strategy that I believe you
need to utilize in order to succeed, and it's one where I believe we've
maintained the strengths the organization's lead.

UNIDENTIFIED PARTICIPANT

And from a marketing perspective, 'cause I think that was Neal's (ph) question,
as well, was what you'll see from us relevant to marketing is, as a result of
the acquisition, we actually have increased our talents from industry marketing
substantially, brought in some new capabilities that we didn't have before and
great new talents.

So, we're really pleased with it. In the short term what you'll see is, working
closely with the sales organization, they'll be targeting programs into many of
the industries around these cost sell opportunities that we have. They're very
immediate, so a lot of good opportunities still set up that relate to real
estate management and financial services. But we'll be focused heavily on the
cost sell opportunities in these major industries.

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

Down front in the white shirt.

UNIDENTIFIED PARTICIPANT

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Hi. [Inaudible] . Craig, you talked recently about competing affects customers
galvanized behind you as well as some hold up or freezing of your customer base
with regards to the Oracle bid. With respect to your outlook, do you feel that
it holds even in the case that the Oracle bid is perhaps extended well into next
year?

CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC.

You know something, I don't think the Oracle bid is a current issue. It's a
movie that's been playing a long time. I think people have lost interest in it.
Oracle's tactics have created concern among many users, and that's a problem
for us. Fortunately, we've been able to overcome much of it and we expect that
we will continue to be able to do so. So, I don't see it as a disruptive factor
regardless of how many times it's been extended and certainly our financial
projections are not based on any kind of fear or apprehension that could be an
impact.

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

Right next to him.

UNIDENTIFIED PARTICIPANT

Hi. This question is for Michael. I just wanted to sort of reconcile two things.
One is, when Craig started the presentation and one other executive who
proceeded to talk about three things with regard to professional services. One
was the highest billing rate in the industry, the highest utilization rate and
the least bench. And when you gave your presentation you didn't actually talk
about the highest billing rates. One of the bullet points on your item was how
you're moving things offshore, which is actually lower billing rates.

And I want to just understand, in your projections for revenue, you have to
produce a lot more volume at those rates in order to meet those revenue numbers.
I just want to sort of reconcile those two things.

MICHAEL GREGOIRE - PEOPLESOFT, INC. - EVP

Sure. Well, when it comes to billing rates, that's focused on our industry. I'm
not comparing that to people doing IT work in telecommunications. I'm talking
about ERP service firms working in the ERP space and there's a lot of public
record with respect to what the rate structures are like, and we're consistently
at the top.

With respect to India, that's work that we currently don't get to bid on. It's
work that we currently don't get to work on. That's for very price sensitive
customers and very fixed pieces of work that we will never get an opportunity to
work on anyway, so I'll look at that as completely accretive to what we're doing
today.

UNIDENTIFIED PARTICIPANT

It's a great question, because we contemplated opening a service implementation
capability in India. We talked exactly about that. Said, well, is this going to
be essentially at the expense of actually higher margins, higher revenue work
that we'd ordinarily get and it actually hasn't. There is this almost parallel
universe of India-based implementation companies they almost never see because
they're flying in at customers, and I don't mean flying the consultants. I mean,
they're going into customers that are very price sensitive and completing
evaluations and bids that we never get to see.

And certainly in the first five months or so, I guess, six months, that we've
had this capability and grown it, we haven't seen it come at the expense of the
U.S.-based consultants or the European-based consultants, and we're hopeful that
that will just continue to be the case and this will be all accretive.

UNIDENTIFIED PARTICIPANT

The other part of the question is, no one mentioned anything about system
integrators or the huge base of alliance partners in any of the presentations.
But I just want to understand how that is going to work, especially in light of
the J.D. Edwards line partners and then the PeopleSoft line.

UNIDENTIFIED PARTICIPANT

Even as effective as I think we've been in professional services, our data still
shows that 80% of all the work implementing PeopleSoft goes to our business
partners. And of course, the largest ones are the former PWC, now IBM, Accensure
(ph) , [Inaudible] , and our relationships with them are really quite good. I
think one of the things that have helped drive our revenue is that our
partnerships for the business partners has now included a footprint for
PeopleSoft in every engagement.

So, there's few, if any, engagements of PeopleSoft where at least we have, we
don't have some small footprint working collaboratively with the partners. And I
think if you talk to the bearing points, talk to Ran Blazer (ph) , talk to
Accensure (ph) , Steve James (ph) and ask them, is PeopleSoft a good partner or
has their progress that I'm kind of hearing about in professional service,
coming essentially at your expense?

I think they would tell you, it's not coming at our expense. I think they are a
good partner. You know, we do collaborate now much better than when I joined the
company four and a half years ago. And yes, the one constant that hasn't changed
is, we're still only doing about 10 or 15% of all the work. We are a very, very
bright spot for the consultants in the last 12 months. And if you talk to these
companies, they'll say that PeopleSoft practice was one of the real bright spots
for them in an otherwise pretty challenging year.

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PSFT - PEOPLESOFT ANALYST DAY

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

Down here in the front. John?

JOHN ADAMS - ANALYST - HARKNESS

John Torey Adams (ph) , Harkness (ph) . Up until 2002, J.D. Edwards had a
history of selling very large bundles of products, often in cases where
customers didn't even activate many of the product categories that were included
in those bundles. How did that impact your ability to cross sell into those
customers now that you have a much fuller suite of products to offer?

MICHAEL GREGOIRE - PEOPLESOFT, INC. - EVP

Well, the license opportunity, although the product was delivered bundled, the
license opportunity and the opportunity for increased license revenue was when
additional users were then added and when functionality was turned on. So, while
the total solution was delivered, it was contracted for and the license rights
were contract for individually in terms of who was going to be utilizing those
applications.

We're looking at the licensing components that we need to successfully utilize
on a go forward basis. But it's our belief that as these new components of
functionality are turned on, similar to the J.D. Edwards business process that
was in place, then additional license opportunities will present themselves in
users and in that increased functionality.

CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC.

And I'm not sure, John, that J.D. Edwards kind of oversold the suite any more
than PeopleSoft or SAP or Oracle. I think there's part of a sales process where
there's a financial incentive to take more of the suite if the customer
eventually anticipates that they'll want to use it. And so, there may be some
cushion in there of non-deployed, but paid for applications. But A, I don't
think it's any more than our own cushions, and then B, I think the upsell
opportunity still exists, because J.D. Edwards, even in the case that they sold
the entire suite, did not sell supplier relationship management, did not sell
business analytics.

So, I think that remains even in the case where a customer who has licensed
everything from J.D. Edwards is still a promising upsell opportunity.

CARA WILSON - PEOPLESOFT, INC. - VP, CORPORATE COMMUNICATIONS

Right there in the middle.

UNIDENTIFIED PARTICIPANT

A couple questions. One on product integration, actually I'll just lay out the
product integration question first. When you look at the cross pollination
that's taken place between the J.D. Edwards family and the PeopleSoft product
family, are you really looking at this as a process level integration or are
these two products going to be integrated at the data model level? Can you lay
out sort of the different phases? Because integration can be a pretty broad
concept and the difference what level at which you're planning this integration.
Can you just lay that out?

RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY - PEOPLESOFT,
INC.

Sure. As I was talking this afternoon, I view integration at four levels. And
the first thing I talked about was the process level, user interface level which
is total and then the data level, which is where the warehouses come into play.
So, at all of those two levels we are going to do this integration. The
demonstration I did this afternoon, if you notice the J.D.E. application and the
PeopleSoft application, you couldn't tell the difference. If you remember, they
looked exactly the same, look and feel the same. The same user interface was
there. And so, that's one level of integration.

The process integration was the one that was [Inaudible] messaging, our big
industry application. And the third level of integration is the warehouse, where
the data comes together from these two applications, of these two systems and
would be available for reporting on those two purposes.

So, that solves the customers' problems. But when you're talking about the data
model level integration, first of all, to make process level integration work, a
lot of times you have a change out involved in both applications. You just can't
keep messaging lingered on if the receiving ends are not accepting the data.
It's hard to do that.

The second phase of what I was talking abut, IT transference, they found moving
asset management or if they're moving real estate management from Enterprise I
to Enterprise family, at that time, of course we look at the data model, offer
both applications and see which one makes more sense and which [Inaudible] makes
more sense in the going forward application. So, we would do that as part of our
features list.

UNIDENTIFIED PARTICIPANT

Follow up question for Phil. On the sales integration side, could you add some
clarity on how you're actually going to go to market, 'cause you've got three
separate core bases? One was from J.D. Edwards and the PeopleSoft core base. It
looks like an account executive can actually sell any of these products. And you
have a

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PSFT - PEOPLESOFT ANALYST DAY

mid-market versus high-end segmentation. So, can you clarify a little bit? If
you throw in this mix, how do you actually go to market with two separate core
bases versus the old approach where you had point reps for CRM for supply chain
with finance and HR, net new versus install base. So, how does it all boil
together when you try to execute on the sales side?

PHIL WILMINGTON - EXECUTIVE VICE PRESIDENT OF FIELD OPERATIONS - PEOPLESOFT,
INC.

I'll try not to overcomplicate the answer to a very complex question, but it's a
great question. First of all, you have two leading product platforms going
forward to drive the new business opportunities. You have PeopleSoft Enterprise
and you have PeopleSoft Enterprise I. Now, PeopleSoft Enterprise I, which has
the J.D. Edwards foundation or core, will be the lead product the majority of
the time for the mid-market or the mid enterprise. We believe it's the right
product combination, the right speed of implementation. We believe that that
will provide us the greatest advantage in the mid-enterprise.

But a rep does have the ability, within specific industries, to select from the
other product portfolio if necessary. If it's a smaller service-based
organization like a financial services institution, as an example, they might
opt for the business solution to be selected from the PeopleSoft Enterprise
portfolio. The same is true in certain industries where J.D. Edwards has already
established a leadership position. Life sciences is a good example.

So, size of entity is only one characteristic. It is a characteristic where you
begin to determine the lead product. The customers don't think of themselves as
mid enterprise. They think of themselves as successful entities in financial
services or life sciences or construction, et cetera. So size of entity is only
one leading indicator of proper product selection. Industry is the other and we
have crossed, we have trained our organizations to be able to qualify properly
and then select through their qualification process the right application set to
be again to address the opportunity.

CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC.

We had some degree of almost concern about how this was going to be received in
the marketplace and we wound up with this product strategy through our customer
base feedback.

Yesterday I was in the Midwest at an eight billion dollar medical device
company, so this was clearly above a billion dollars. But the CIO's enterprise
infrastructure vision was J.D. Edwards for the MRP at the divisional level,
PeopleSoft as the enterprise wide financials and HR solution. And there wasn't
the slightest bit of concern that there was the beginning of difficulty of
integration. As a matter of fact I think that there was a degree of comfort that
should the MRP decision, which had been made on a divisional basis, ever enlarge
to an enterprise wide MRP solution that there would be an advantage in being
able to migrate up at that point in the future.

So we're not feeling any speed bumps here. We're not feeling any seams as we
match the best product by industry to the customer. And it's been very
reassuring.

UNIDENTIFIED PARTICIPANT

Hi. Sorry. I believe you said that the combined sales forces are on one sales
management and tracking platform. Does that mean that you've gone through the
aggregate pipeline and grading it like the old PeopleSoft did?

And secondly, how have you rationalized the two different commission structures
within the aggregate sales force?

UNIDENTIFIED PARTICIPANT

Yes we've gone through the pipelines. We've brought those together. We've
identified the small number of opportunities where we were both competing in a
particular opportunity and we were joint selling those and we were looking to
the customer to provide us guidance in terms of the right way to service the
account.

The commission structures were actually very close in terms of targeted
earnings. And we see consistency in the way that the organizations were in
sending their sales forces.

That's important because from a retention standpoint we don't see life changing
dramatically for either organization. We believe that the way people were
compensated, the way that they were incented is very, very consistent. But the
number of opportunities, as I said, where we were - where we were competing in
the field did not have, there wasn't a lot of redundancy there.

UNIDENTIFIED PARTICIPANT

Over here?

BRUCE BURGMAN BRAD BROTHERS HARROWMAN

Bruce Burgman (ph) , Brad Brothers Harrowman (ph) .

An important motivation behind the merger is the ability to focus on mid-sized
accounts like with the smaller than some of your historical. And in that sense
you'll be competing with a broader and more fragmented group of competitors. In
particular I'm thinking that IT services where the buzzword of the week is BPO
and the focus markets are HR and finances accounting.

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PSFT - PEOPLESOFT ANALYST DAY

To what degree do you think you'll be running into that segment of competition?
And more importantly, for the smaller and more price sensitive or complexity
averse customer base, what's the likelihood that at some point you'll become a
turnkey outsourcer or facilitate that kind of turn-key outsourcing?

CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC.

Well, first of all these incarnations of delivery of Enterprise software
continue. Four years ago hosting was really big and highly anticipated delivery
mechanism. Business process outsourcing is currently gaining some visibility and
some high expectations.

We have always dealt with both of those. Our product was hosted four and half
years ago by 13 hosting companies. In the business process outsourcing business,
most of the large BPOs offer our product, offer our product. Hewlett offers,
Hewlett's the largest outsourcer of HR. They build their service in PeopleSoft
and every time they sign up a customer we get a license fee.

IBM, Accenture, I think - I think, I may be wrong, but I think this business
process outsourcing is one of the higher growth areas of Accenture's in the last
six months. Accenture has chosen PeopleSoft as their outsource enterprise
software.

Lastly, we have our own delivery vehicle that is hosted and that is something
called PeopleSoft eCenter. The sales of that service is done through Phil and
Hugh's (ph) organization. The infrastructure is provided by HP and their data
centers. And I think we have about 60 customers that take advantage of that
hosting capability directly from PeopleSoft.

The answer to the question is it conceivable that PeopleSoft could itself extend
to a BPO an offer the service instead of the software is if that's what the
marketplace wants to buy that's certainly what we'll do.

So right now I still think it's a minority of demand and we've covered it with
partners and they're happy. Customers seem to be happy. But if it gains
momentum, then, you know, PeopleSoft would certainly have to take a look at it.

UNIDENTIFIED PARTICIPANT

The gentleman with the tan jacket in back.

NATHAN SCHNEIDERMAN WEDBUSH MORGAN SECURITIES

Hi. Thanks a lot. Nate Schneiderman, Wedbush Morgan.

A couple of questions for you, PeopleSoft Connect's about a week and a half
away. What's the preliminary count of J.D. Edwards's customers you expect to be
at that event or that have signed up thus far?

UNIDENTIFIED PARTICIPANT

We expect that the J.D. Edwards customers, we'll probably get somewhere around
500 J.D. Edwards customers this year. We, of course, started marketing to them
after the acquisition and they did just come off of a user conference in June.
So we think it'll be a small base this year but a good base from the Western
part of the United States.

NATHAN SCHNEIDERMAN WEDBUSH MORGAN SECURITIES

OK. And then a few questions on the consulting side. You said that PeopleSoft
primes about 22% of engagements. What's that number for J.D. Edwards? And then
also can you explain the strategy, if any, for cross training each other's
consultants on the products for example the J.D. Edwards Professional Service,
your professional services head count on the J.D. Edwards side. They stick with
the World and the One products or do they get cross-trained on implementing
PeopleSoft products and then vice versa from the PeopleSoft side? Thank you.

CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC.

Sure. With respect to the training of the consultants, it's usually very
disciplined on the product. We had domain expertise, a person that intimately
understands how benefits work or a customer, I'm mean, sorry, a consultant that
intimately understands Sarbanes Oxley. That's a very domain specific resource
that can be applied to both product sets because it's business knowledge.

When it comes to the, you know, of the implementation of the product itself,
that's usually very product specific and what we're doing with that is making
sure that consultants have the ability to become entrenched in Enterprise,
Enterprise One, or World products. It's a career path for consultants that, you
know, continuously look for new challenges. And they have, that's part of our
retention strategy is giving them the opportunity to learn different products,
different tool sets.

It gets more focused at the tools base. As you know the J.D. Edwards tools are
built in one tool set, PeopleSoft built in another. Those are very specific
skill sets. I don't see a whole lot of cross training between those two. And the
integration of these new products would be common across all of the different
products, so we can try to integrate these products together.

On the priming side, this is an area where I think we're going to grow. J.D.
Edwards does not do a lot of priming with respect to the implementation of their
products. This is an area where we've definitely got a dramatic increase on the
PeopleSoft side. And this

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is something we want to cross-pollinate on the J.D. Edwards side by putting them
through project management training, getting them PMI certified, which is the
designation that's the highest level of designation you can for project
management. And we're going to try and drive as much of that as we possibly can
in 2003 so we're well positioned in 2004 to handle customers' needs for priming
projects.

UNIDENTIFIED PARTICIPANT

Here in the back.

JASON INERT MERRILL LYNCH GLOBAL SECURITIES

Hi. I'm Jason Inert (ph) from Merrill Lynch.

Three questions for Ram on the IP transfer. First, who manages product
definition and feature enhancement? Second, who will maintain the version in
between the core IP base, or the Enterprise or Enterprise One? And third, what
is the pricing look like in terms of, you know, say SRM between the two
different product lines?

RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY - PEOPLESOFT,
INC.

Let me take the first two and I think Baer Tierkel can fill his part on the
pricing part.

The first thing I think I had to say was that who defined the product features?
And today we have structured each of the product line has a general manager. A
general manager has the vice president of product strategy, product management.
These are the guys who work very closely with the feed organization, those
organizations and these organizations and my organization. They work very
closely with the customers and based on the input they are figuring what new
stuff, what feature function, by product buying this by country in cases that
need to make into the parts.

And on top of that then we sit down together as a dealer and myself and review
the portfolio of what all needs to be done and look at the amount of money that
we have that we can invest into that outfit.

So it's a process that is has two parts to the customer driven in market,
customer driven in customer supply coming in. And market driven with a lot of
interaction with the feed organization that defines the feature sets.

I'm not sure I understood your versioning question. Could you elaborate on that
again?

JASON INERT MERRILL LYNCH GLOBAL SECURITIES

If you make a core IP transfer, let's say from Enterprise One to Enterprise,
would that mean that you'll basically have a different version of the SRM
product than for the Enterprise? Will the core base then be managed, will both
versions be managed on the same track or will you end up having to make
different alterations and then theoretically just have two separate, say, SRM
product lines that'll have maybe different input in terms of timing and, say,
specific features?

RAM GUPTA - EXECUTIVE VICE PRESIDENT OF PRODUCTS AND TECHNOLOGY - PEOPLESOFT,
INC.

So the prime objective is if we can do, have common components for example a
common component for SRM that we can feed into both of the product line. That
would be wonderful.

But the reality in most of the cases is, especially with somebody else in the
industry, if you're selling Enterprise One in a certain industry, that requires
special features in SRM. We have to build them. We build them.

So I think over time we would do our best to keep a commonalities in both
products as IP is being transferred. But chances are some of the diversions
would make them very integral.

The key point from my - from our organization is to make sure that our
divergence are coming is as they're closer to coming in from the field and
customer. We try to maintain a commonality as much as we can.

BAER TIERKEL - EVP WORLDWIDE MARKETING - PEOPLESOFT, INC.

As it relates to the pricing component of the question, currently the PeopleSoft
Enterprise One product is licensed by user or on a user count basis. And the
PeopleSoft Enterprise product is appraised with what people saw as the position
in our marketplaces. Enterprise based pricing or pricing that's based on the
size of the entity that is utilizing the particular application.

The tremendous advantage in that is that the pricing mechanism should not
encumber the deployment or use of an application by an entity. And we're really
leading with that definition. It's impossible in Internet, in the Internet world
to define a user.

As Enterprises extend the application outside the walls of the traditional
Enterprise, users are impossible to define for the count. So we've led the
industry in the definition of an Enterprise pricing model that bases the
application product price or license fee on size of entity using the
application.

Currently, and until the end of the year, we're proceeding with both of those
pricing models for those modules. But we feel that the pricing decisions that
we'll be making as we roll into 2004 need to

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take into consideration two things. One, proper Enterprise pricing that allows
the application to be deployed over the Internet without debating with customers
what type of user there is but also taking advantage of the user base type of
entry price for the smaller or mid enterprise. We have not finalized that
decision at this time but we've chosen not to interrupt the pricing model so
that we don't interrupt the revenue stream in Q3 and Q4. We will finalize that
decision by the end of this year, roll out the pricing model in 2004.

UNIDENTIFIED PARTICIPANT

OK. We've got time for one last question. How about in the very back in the
white shirt?

UNIDENTIFIED PARTICIPANT

Thank you. Charles (ph) [Inaudible] with Tampa Burnstein (ph) . I guess I had a
question for Mike and then a second one for either Mike (ph) or Kevin.

Mike, could you talk a little bit about the differences between the customer
bases of J.D. Edwards and PeopleSoft and their implementation needs and how that
might impact the transferability of PeopleSoft's consulting model to the J.D.
Edwards franchise?

And then could you, either one of you two, clarify the interaction between
increased expectations for implementations revenues coupled with $30 to $40
million of cost savings from enhanced utilization rates in what appears to be
the context of no change in your head count of available consultants?

UNIDENTIFIED PARTICIPANT

Sure. I'll go through the first part and get Kevin to help me out with the
second.

With the first part of your question, I believe when I've interviewed the people
at J.D. Edwards it is clearly a focus issue and a size, scale issue. They're
trying to sell many software and their intention is to drive the software
license number. And in driving the software license number they've focused all
of their relatively small consulting organization on net new software deals and
left most of the customer base unmined. And this is an area where I see good
opportunity.

J.D. Edwards and the fact that J.D. Edwards people and the professionals that
ran that organization they said we always wanted to have targeted marketer
programs, targeted package delivery into the customer base but we're just so
busy working on the net new license deals we just never had the capacity and the
focus to go back and work with the customer base.

And when I talked to the customers in that customer base and they hear what we
do in the professional services side for other PeopleSoft customers, they're
extremely, extremely impressed and excited about having the ability to get some
of those modules that had not been installed or getting a detailed packaged
implementation to upgrade in a lab in a vanilla oriented fashion and fixed
price, these are things that are extremely, extremely beneficial to our customer
base as well the J.D. Edwards customer base. So I see a lot of upside there.

With respect to utilization, you know utilization's a double-edged sword. It
works very simply in concept, very difficult in implementation. We're driving
the business consistently to be 65 and 75% utilization. If we don't have the
ability to drive that utilization, then we're going to go take a look at our
head count. And if we take a look at our head count and we feel that we don't
have the business to be able to drive that, then we're going to deal with that
in a very responsible fashion.

The fact of the matter is, we think that there is a lot of - we think we have
just the right capacity to drive with that you're recommending is getting into
that J.D. Edwards customer base, continuing to get these new products
integrated, continuing to drive the business like we have been for the last
three years. So right now I think we have the right capacity and we're going to
manage to that.

Kevin, do you have a ...

KEVIN PARKER - EXECUTIVE VICE PRESIDENT AND CFO - PEOPLESOFT, INC.

I think the other part about that is, well the head count has changed. There's a
dynamic underneath that that has been ongoing in PeopleSoft's history in the
professional services. And that is the matching of resources with opportunity.

That is, we move resources from different areas of the country, different
industry specialization, different expertise in different areas, the head count
is constantly changing underneath that. While our overall head count has
remained relatively constant.

There's two ways to increase utilization, spread the same business over a
smaller head count or get larger business spread over - the same head count over
a larger business. And we're really focused on getting a larger revenue over the
same head count.

The other point that Mike (ph) , I think, alluded to in the professional
services business is while we're not changing professional consultants, we are
duplicating middle managers layers by increasing the span of control. We have
the ability to drive lower costs of operations for our overall services
business. We're not impacting the billable consultants underneath that.

CCBN STREETEVENTS   streetevents@ccbn.com    617.603.7900   www.streetevents.com



                                                                FINAL TRANSCRIPT

PSFT - PEOPLESOFT ANALYST DAY

UNIDENTIFIED PARTICIPANT

OK. Thank you. That concludes our question and answer session. I'd like to pass
it back to Craig for some closing remarks.

CRAIG CONWAY - PRESIDENT, CEO AND DIRECTOR - PEOPLESOFT, INC.

OK, two things. One, I'm going to encourage you to do something that very few
companies would encourage you to do and that is during the cocktail party of
hour or whatever this is, talk to these executives and also the general managers
those on the row but full of nothing but general managers. These are the people
that run the divisions.

You know when I was not a CEO of the company, when I was in their position, when
we come to our analyst day what was always humored in was do not to talk to the
analyst. And if you see a press person, run in the other direction because by
God, you never know what you're going to say. I want you talk to the general
managers.

The general managers have all almost universally run companies. They're the main
expertise's deep. They're currently running $100, $200, $300 million operations
at PeopleSoft. They've got four, five, 600, maybe a thousand people reporting to
them. They are going to be the people that deal with the strategy question back
there. They are the people that are going to be talking about the transference
that Ram mentioned of the domain expertise and the intellectual capital. They'll
be dealing with that. They'll be top - they are the ones that have the task of
achieving immediate integration, seamless integration, integration that can't be
determined with the naked eye. They can't be delineated by the naked eye.

And so think, you know, one thought is please talk to them as well as everybody
up here. That's something we want - we want you to do and want to encourage you
to do.

The second thought I wanted to leave you with was the one I started with. This
acquisition of J.D. Edwards was never intended as a consolidation play. This was
never intended to figure out how to drive down the size of the product line, the
size of the offering, upgrade people, coerce or enable a revenue stream by a
consolidation play. This was all about growing. And the genesis for this
acquisition came through two things.

One, a management team, senior management team at PeopleSoft felt that they had
built an organization that could operate at a higher scale than we were
operating at. The management organization at PeopleSoft had the confidence that
they could take on SAP at a higher scale, a three billion dollar scale or on a
four billion dollar scale. That was the first genesis.

The second genesis was the meeting's with Bob Dukowski (ph) . Where Bob's (ph)
not the type, J.D. Edwards is not the type, J.D. Edwards and their desire and
willingness to compete with one other company, one other company ahead of us was
high. And so in the end everybody looked at each other in the eye, everybody had
the confidence in themselves and their teams and they took on this challenge.
And I think you, I hope, that you come away from this last two hours with a
sense that everyone here is confident. Everyone here is committed. Everyone here
is challenged. And everyone here is tremendously excited.

So please feel free to ask any of them any of that. We're thrilled that you came
to listen to us today and we're looking forward to staying in touch with you in
the months ahead.

Thanks.

DISCLAIMER

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In the conference calls upon which Event Transcripts are based, companies may
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(C)2002, CCBN, Inc. All Rights Reserved.

CCBN STREETEVENTS   streetevents@ccbn.com    617.603.7900   www.streetevents.com


===============================================================================

                            Non-GAAP Financial Measures

Certain financial information and projected results of operations referenced in
the PeopleSoft Analyst Day presentation on September 4, 2003 included non-GAAP
financial measures.

The Company uses non-GAAP financial measures because they provide meaningful
information regarding the Company's operational performance and facilitate
management's internal comparisons to the Company's historical operating results
and comparisons to competitors' operating results.

The Company uses non-GAAP financial measures in projections of future
performance and results based on the Company's best estimates and what the
Company believes are reasonable and appropriate assumptions to provide what the
Company believes is meaningful information to shareholders and analysts.

The Company believes that these non-GAAP financial measures are useful to
investors because they allow for greater transparency. The Company has reported
similar non-GAAP financial measures to investors and believes that the inclusion
of comparative numbers provides for greater comparability in our financial
reporting. The non-GAAP to GAAP reconciliations are filed as exhibit (a)(54) to
Amendment No. 8 to the Company's Solicitation/Recommendation Statement on
Schedule 14D-9 relating to Oracle's hostile tender offer for all outstanding
Company capital stock.

The non-GAAP financial measures are not prepared in accordance with generally
accepted accounting principles and may be different from non-GAAP financial
measures used by other companies.  Non-GAAP financial measures should not be
considered as a substitute for, or superior to, measures of financial
performance prepared in accordance with GAAP.

EX-99.(A)(53)

                                                                 EXHIBIT (a)(53)

                                                            [PEOPLESOFT(R) LOGO]

                                                          PeopleSoft Analyst Day
                                                               September 4, 2003



Forward Looking Comments

- -        This presentation contains forward looking statements. These statements
         reflect PeopleSoft's current beliefs and are based on information
         currently available to PeopleSoft. Actual results may differ
         materially. For a more detailed discussion of information regarding
         risks that may affect the Company's operating results, please refer to
         the Company's most recent Report on Form 10-K or Form 10-Q. The Company
         undertakes no obligation to update or revise these forward looking
         statements.

                                                            [PEOPLESOFT(R) LOGO]



Financial Measures

- -        During the course of this presentation, we reference results and
         projections from recurring operations, a non-GAAP financial measure.
         For a reconciliation of GAAP to non-GAAP financial measures please see
         our website at www.peoplesoft.com.

                                                            [PEOPLESOFT(R) LOGO]



                                                            [PEOPLESOFT(R) LOGO]

                                  Craig Conway

                                 President, CEO



PeopleSoft                               J.D. Edwards

- -         Financial Services             -          Manufacturing & Distribution

- -         Telecom                        -          Construction

- -         Healthcare                     -          Pulp & Paper

- -         Staffing                       -          Real Estate

- -         Higher Education               -          Mining

- -         Government                     -          CPG

                                                            [PEOPLESOFT(R) LOGO]



                      A leader in more than 25 industries

- -         Financial Services             -          Manufacturing & Distribution

- -         Telecom                        -          Construction

- -         Healthcare                     -          Pulp & Paper

- -         Higher Education               -          Real Estate

- -         Staffing                       -          Mining

- -         Government                     -          Industrial Products

- -         Life Sciences                  -          High Technology

- -         Content/Media                  -          Pharmaceuticals

- -         Professional Services          -          Medical Devices

- -         Consumer Goods                 -          Automotive

- -         K-12                           -          Aerospace & Defense

- -         Utilities                      -          Wholesale Distribution

- -         Energy



                                                            [PEOPLESOFT(R) LOGO]

                                                          PeopleSoft Analyst Day
                                                               September 4, 2003



PeopleSoft                               J.D. Edwards

- -    HCM                                 -    Manufacturing

- -    Financials                          -    Distribution

- -    CRM                                 -    Asset Management

- -    SRM                                 -    Real Estate

- -    Analytics

                                                            [PEOPLESOFT(R) LOGO]



                                                            [PEOPLESOFT(R) LOGO]

                                                          PeopleSoft Analyst Day
                                                               September 4, 2003



PeopleSoft Product Families

                               PEOPLESOFT ENTERPRISE

                             PEOPLESOFT ENTERPRISEONE

                                 PEOPLESOFT WORLD

                                                            [PEOPLESOFT(R) LOGO]


                                                            [PEOPLESOFT(R) LOGO]

                                                          PeopleSoft Analyst Day
                                                               September 4, 2003



                                                            [PEOPLESOFT(R) LOGO]

                                 Bob Dutkowsky



                                                            [PEOPLESOFT(R) LOGO]

                                                          PeopleSoft Analyst Day
                                                               September 4, 2003




                                                            [PEOPLESOFT(R) LOGO]

                                  Kevin Parker

                         EVP & Chief Financial Officer


2004 Forecast

                                                    
Revenues (in Millions)

      License                                                  $700 - $715

      Professional Services                                    $975 - $990

      Maintenance                                          $1,160 - $1,175

  Total 2004 Revenues                                  $2.8 - $2.9 Billion



                                                            [PEOPLESOFT(R) LOGO]


2004 Forecast

                        
Revenues (in Millions)

License                            $700 - $715

Professional Services              $975 - $990

Maintenance                    $1,160 - $1,175
                           -------------------
  Total 2004 Revenues      $2.8 - $2.9 Billion

Pro forma Results*

   Operating Margin                        +17%

   Earnings per Share              $0.90-$0.95



*excluding the impact of purchase accounting adjustments.



- --------------------------------------------------------------------------------



                                                                     FY 2004
                                                                  ------------
                                                               
FORECAST OPERATING MARGIN RECONCILIATION:**
Operating margin from recurring operations                                17.0%
   Deferred maintenance write-down                                        (3.0)%
   Amortization of acquired intangible assets                             (3.0)%
   Facilities restructuring charges and other                             (0.4)%
                                                                  ------------
GAAP operating margin                                                     10.6%
                                                                  ============


- --------------------------------------------------------------------------------


2004 Forecast GAAP Operating Results**

                                           
2004 Pro Forma EPS                            $.90 - $.95

Impact of Deferred Maintenance*                     ($.18)

Intangible Amortization                          ($.14-15)
                                              -----------
  2004 GAAP EPS                               $.57 - $.62
                                              -----------



*Deferred Maintenance write down in acquisition accounting. Impact limited to
first year only.

EPS calculated assuming 386.5 million shares outstanding in 2004

                                                           [PEOPLESOFT(R) LOGO]

- ----------
** The bottom two sections are included on this page for purposes of this
   amendment to Schedule 14D-9 only and do not appear on this page in the
   original power point presentation materials.




2004 License Revenue Model

+11,000 Customers

Up Sell / Cross Sell
 64% of License Revenue

Continue New Customer
 success (100 in Q2)

[PIE CHART]

             
UP SELL         28%
NEW             36%
CROSS SELL      36%




                                                            [PEOPLESOFT(R) LOGO]



2004 License Revenue Assumptions

$700-$715 million

     -    5% growth in Core PSFT and JDEC business

     -    $30 - $40 million in additional revenue identified

     -    Expanded verticals, products, markets

                                                            [PEOPLESOFT(R) LOGO]



2004 Consulting Revenue Assumptions

$975 - $990 million

     -    PSFT Industry Leading Results

     -    Leverage PSFT Experience to JDEC

     -    $30-$40 million pretax profit improvement

                                                            [PEOPLESOFT(R) LOGO]



2004 Maintenance Revenue Assumptions

$1.16 - $1.18 billion

     -    + 10% annual growth

     -    Deferred Maintenance +$650 million at close

          -    Impacted by purchase accounting adjustments

               -    JDEC deferred maintenance write down

               -    $200 million written down to $50 million

               -    Balance rebuilt in one year (or less)

                                                            [PEOPLESOFT(R) LOGO]



Identified 2004 Financial Synergies

                                   
REVENUE OPPORTUNITIES:
     -    Cross Selling                    $30 - $40
EXPENSE SYNERGIES:
     -    G&A - headcount                  $10 - $15
     -    IT - infrastructure              $15 - $20
     -    Facilities - duplication         $18 - $20
     -    Marketing - programs             $25 - $27
     -    Sales - consolidation            $30 - $35
     -    Consulting - utilization         $30 - $40
     -    Other                            $ 9 - $10
                                           ---------
Total Identified Synergies            $167 - $207 million
                                      -------------------



Dollars in millions

                                                            [PEOPLESOFT(R) LOGO]


Identified 2004 Financial Synergies

                                   
CURRENT HEADCOUNT

  PeopleSoft                               8,000

  J.D. Edwards                             5,000
                                     -----------
     Combined                             13,000
                                     -----------
TOTAL REDUCTIONS (7% decrease)       750 - 1,000
G&A, Marketing, middle management
                                     -----------
2004 PLANNED HEADCOUNT                    12,000
                                     -----------



Virtually no reductions in Development, Sales Reps, Consultants

                                                            [PEOPLESOFT(R) LOGO]



2004 Operating Model



                                      
License Margin                            88 - 90%

Service Margin                            54 - 55%

(Including purchase accounting impact)

 Expenses as a % of Revenue:

    Product Development                        16%

    Sales & Marketing                          25%

    G & A                                 6.5 - 7%

Pro Forma Operating Margin*                   +17%


*EXCLUDING THE IMPACT OF PURCHASE ACCOUNTING ADJUSTMENTS

                                                           [PEOPLESOFT(R) LOGO]

- -------------------------------------------------------------------------------


                                                 

                                                      FY 2004
                                                    ------------
FORECAST OPERATING MARGIN RECONCILIATION:**
Operating margin from recurring operations             17.0%
   Deferred maintenance write-down                     (3.0)%
   Amortization of acquired intangible assets          (3.0)%
   Facilities restructuring charges and other          (0.4)%
                                                    ------------
GAAP operating margin                                  10.6%
                                                    ============


- ----------
** This bottom section is included on this page for purposes of this amendment
   to Schedule 14D-9 only and does not appear on this page in the original power
   point presentation materials.


2004 Forecast GAAP Operating Results

                                           
2004 Pro Forma EPS                            $.90 - $.95

Impact of Deferred Maintenance*                     ($.18)

Intangible Amortization                          ($.14-15)
                                              -----------
  2004 GAAP EPS                               $.57 - $.62
                                              -----------



*Deferred Maintenance write down in acquisition accounting. Impact limited to
first year only.

EPS calculated assuming 386.5 million shares outstanding in 2004

                                                           [PEOPLESOFT(R) LOGO]



                                      2003

                                  Updating Q3

                                    Guidance

                                                           [PEOPLESOFT(R) LOGO]


2003 Update

Updated Q3 Guidance

                     
- -    License Revenue    $135 - $150

- -    Total Revenue      $575 - $590

- -    Pro Forma EPS*     $.10 - $.11



                                    DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS

*EXCLUDING THE IMPACT OF PURCHASE ACCOUNTING ADJUSTMENTS

                                                            [PEOPLESOFT(R) LOGO]
- --------------------------------------------------------------------------------

2003 Update**

Purchase Accounting P&L Impact



                                                              Q3
                                                              --
                                                      
Pro Forma EPS                                            $.10 - $.11
Deferred Maintenance Impact                                ($.09)
In Process R&D Write off                                   ($.04)
Severance                                               ($.02 - $.03)
Facilities Restructuring
Amortization                                            ($.04 - $.05)
                                                        -------------
  Projected GAAP EPS                                    ($.09 - $.10)
                                                        -------------


DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS

- ----------
** This bottom section is included on this page for purposes of this amendment
   to Schedule 14D-9 only and does not appear on this page in the original power
   point presentation materials.


2003 Update

 Q3 Consolidation time line

     -    July 1st to July 17:

          -    0% JDEC ownership, no consolidation

     -    July 18th to August 29th:

          -    85% ownership; results net of minority interest

     -    August 29th to September 30th:

          -    100% consolidation

                                                           [PEOPLESOFT(R) LOGO]


                                      2003

                                  Updating Q4

                                    Guidance

                                                           [PEOPLESOFT(R) LOGO]


2003 Update

UPDATED Q4 GUIDANCE

    - License Revenue                       $160 - $175

    - Total Revenue                         $615 - $630

    - Pro Forma EPS*                        $.16 - $.17

                                    DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS

*EXCLUDING THE IMPACT OF PURCHASE ACCOUNTING ADJUSTMENTS

                                                            [PEOPLESOFT(R) LOGO]

- --------------------------------------------------------------------------------

2003 Update**

Purchase Accounting P&L Impact



                                                                      Q4
                                                                      --
                                                              
Pro Forma EPS                                                    $.16 - $.17
Deferred Maintenance Impact                                        ($.12)
In Process R&D Write off
Severance
Facilities Restructuring                                        ($.01 - $.02)
Amortization                                                    ($.04 - $.05)
                                                                -------------
  Projected GAAP EPS                                            ($.01 - $.02)
                                                                -------------


DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS

- ----------
** This bottom section is included on this page for purposes of this amendment
   to Schedule 14D-9 only and does not appear on this page in the original power
   point presentation materials.


2003 Update

FULL YEAR 2003

      - License Revenue                     $485 - $515

      - Total Revenue                       $2,145 - $2,175

      - Pro Forma EPS*                      $.52 - $.55

                                    DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS

*EXCLUDING THE IMPACT OF PURCHASE ACCOUNTING ADJUSTMENTS

                                                            [PEOPLESOFT(R) LOGO]

- --------------------------------------------------------------------------------



                                                            FY 2003
                                                        --------------
                                                    
FORECAST NET INCOME PER SHARE RECONCILIATION:**
Net income per share from recurring operations          $  0.52 - 0.55
   Deferred maintenance write-down                               (0.21)
   Amortization of acquired intangible assets               (0.08-0.10)
   Acquired in-process research and development charges          (0.04)
   Facilities and headcount restructuring charges         (0.06 - 0.08)
                                                        ==============
GAAP diluted income per share                           $    0.11-0.13
                                                        ==============

- ----------
** This bottom section is included on this page for purposes of this amendment
   to Schedule 14D-9 only and does not appear on this page in the original power
   point presentation materials.


2003 Update

Purchase Accounting P&L Impact



                                          Q3                  Q4
                                          --                  --
                                                    
Pro Forma EPS                        $.10 - $.11          $.16 - $.17
Deferred Maintenance Impact            ($.09)                ($.12)
In Process R&D Write off               ($.04)
Severance                           ($.02 - $.03)
Facilities Restructuring                                 ($.01 - $.02)
Amortization                        ($.04 - $.05)        ($.04 - $.05)
                                    ---------------------------------
  Projected GAAP EPS                ($.09 - $.10)        ($.01 - $.02)
                                    ---------------------------------


DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS

                                                            [PEOPLESOFT(R) LOGO]


Purchase Accounting

                                                                 ($ in millions)
                                         
TOTAL CONSIDERATION
      Cash & Stock                          $ 1,790
      Options Assumed                       $    83
      Assumed Liabilities                   $   106
      Acquisition Costs                     $    20
                                            -------
           TOTAL                            $ 1,999
                                            -------



Incremental Amortization = $20 - $25 million per quarter

                                                            [PEOPLESOFT(R) LOGO]



Purchase Accounting

                                                                 ($ in millions)

                                         
PURCHASE PRICE ALLOCATION
    Net Tangible Assets                     $    478
    Intangible Assets                       $    699
    Deferred Taxes/Other                    $   (228)
    IP R&D                                  $     14
    Goodwill                                $  1,036
                                            --------
       TOTAL                                $  1,999
                                            --------



  Incremental Amortization = $20 - $25 million per quarter

                                                            [PEOPLESOFT(R) LOGO]


$350 MILLION STOCK BUYBACK

     - Accretive to 2004 earnings by $.03 per share

     - Expect to be completed by December 31

     - Estimated cash after completion = $1 billion

                                                           [PEOPLESOFT(R) LOGO]


Summary

- - Increasing Q3 Guidance

- - Increasing Q4 Guidance

- - 2004 Guidance -

   - Significant accretive impact on 2004

   - Detailed synergy expectations

- - $350 Million Stock Buy Back

                                                            [PEOPLESOFT(R) LOGO]


                                                            [PEOPLESOFT(R) LOGO]

                                                          PeopleSoft Analyst Day
                                                               September 4, 2003




                                                            [PEOPLESOFT(R) LOGO]

                                   Ram Gupta

                           Executive Vice President,
                             Products & Technology



                            More products for 11,000
                                   customers

                             Dramatically superior
                                    products

                                                            [PEOPLESOFT(R) LOGO]


Integration

- -    Corporate Real Estate Management

        -    Q4 2003

- -    Supplier Relationship Management

        -    Q4 2003

- -    Plant Manufacturing & Advanced Planning

        -    Q4 2003

- -    Asset Management

        -    Q1 2004

                                                            [PEOPLESOFT(R) LOGO]


                            More products for 11,000
                                   customers

                             Dramatically superior
                                    products

                                                            [PEOPLESOFT(R) LOGO]



Intellectual Property Transference

                           CUSTOMER RELATIONSHIP MGMT

                             HR / BENEFITS / PAYROLL

                                   FINANCIALS

                                  DISTRIBUTION

                                  MANUFACTURING

                              SUPPLY CHAIN PLANNING

                                ASSET MANAGEMENT

                             REAL ESTATE MANAGEMENT

                                   JDEDWARDS 5

                                  PEOPLESOFT 8

                           SUPPLIER RELATIONSHIP MGMT

                                PERFORMANCE MGMT

                               SERVICE AUTOMATION

                            LEARNING / INCENTIVE MGMT

                           CUSTOMER RELATIONSHIP MGMT

                             HR / BENEFITS / PAYROLL

                                   FINANCIALS

                                  DISTRIBUTION

                                  MANUFACTURING

                              SUPPLY CHAIN PLANNING



Intellectual Property Transference



     ENTERPRISEONE                                         ENTERPRISE
                                                  
SUPPLIER RELATIONSHIP MGMT                           SUPPLIER RELATIONSHIP MGMT

     PERFORMANCE MGMT                                     PERFORMANCE MGMT

    SERVICE AUTOMATION                                   SERVICE AUTOMATION

LEARNING / INCENTIVE MGMT                            LEARNING / INCENTIVE MGMT

CUSTOMER RELATIONSHIP MGMT                           CUSTOMER RELATIONSHIP MGMT

 HR / BENEFITS / PAYROLL                              HR / BENEFITS / PAYROLL

        FINANCIALS                                           FINANCIALS

       DISTRIBUTION                                         DISTRIBUTION

      MANUFACTURING                                        MANUFACTURING

  SUPPLY CHAIN PLANNING                                SUPPLY CHAIN PLANNING

     ASSET MANAGEMENT                                     ASSET MANAGEMENT

  REAL ESTATE MANAGEMENT                             REAL ESTATE MANAGEMENT



PeopleSoft Product Families

                             PEOPLESOFT ENTERPRISE

                            PEOPLESOFT ENTERPRISEONE

                                PEOPLESOFT WORLD

                                                            [PEOPLESOFT(R) LOGO]



2004 Roadmap Highlights



                                       1H                            2H
                                                       
                               - Service & Warranty          - Asset Management
Enterprise                       Management                  - Real Estate Mgmt
                                                             - Distribution

                               - Planning &                  - Sourcing and E-
                                 Budgeting                     Procurement
EnterpriseOne                  - Cash Management             - Customer
                               - Service                       Relationship Mgmt
                                 Automation                  - Learning
                                                               Management


                                                            [PEOPLESOFT(R) LOGO]



                                                            [PEOPLESOFT(R) LOGO]

                                                          PeopleSoft Analyst Day
                                                               September 4, 2003



                                                            [PEOPLESOFT(R) LOGO]

                                Phil Wilmington

                            Executive Vice President

                                    Americas

                                                          PEOPLESOFT ANALYST DAY



Field Resources

- -    Over 2000 Selling and Demonstrating

- -    Over 4000 Consulting Professionals

- -    36 Countries

- -    Customers in over 150 Countries

                       Over 6000 Selling and Implementing
                         PeopleSoft Solutions Globally

                                                            [PEOPLESOFT(R) LOGO]



                                Field Deployment

                                                            [PEOPLESOFT(R) LOGO]



Field Readiness

- -    Sales Training

- -    Sales Tools

- -    Sales Consultants

- -    Sales Operations

                                                            [PEOPLESOFT(R) LOGO]



                               Market Opportunity

                                                            [PEOPLESOFT(R) LOGO]



                              Customer Commitment

                                                            [PEOPLESOFT(R) LOGO]



                                                            [PEOPLESOFT(R) LOGO]

                                                          PeopleSoft Analyst Day
                                                               September 4, 2003


                                                            [PEOPLESOFT(R) LOGO]

                                Michael Gregoire

                            Executive Vice President
                           PeopleSoft Global Services



2000 -- 2003 Performance Comparison



      KEY METRICS                2000 RESULTS                 2003 RESULTS
      -----------                ------------                 ------------
                                                        
Utilization                           50%                          65 - 75%

% Prime Projects                       3%                               20%

Deliver global projects             None                         Every Day

Attrition                             22%                     Less than 10%


                                                            [PEOPLESOFT(R) LOGO]



Growing Global Services Revenue

- - EnterpriseOne Upgrade Cycle

- - Expanding Solution Center Offerings

- - Growing Education Revenue

- - Implementing New Products

                                                            [PEOPLESOFT(R) LOGO]



Attacking Our Cost Structure

- - Increase Management Span of Control

- - Increase Utilization

- - Leverage Our Off Shore Solution Center

                                                            [PEOPLESOFT(R) LOGO]



Summary

- - Integration is on Track

- - Experienced Leadership

- - Maintain Our Proven Track Record

- - Major Contributor to PeopleSoft's Performance

                                                            [PEOPLESOFT(R) LOGO]



                                                            [PEOPLESOFT(R) LOGO]

                                                          PeopleSoft Analyst Day
                                                               September 4, 2003



                                                            [PEOPLESOFT(R) LOGO]

                                     Q & A



                                                            [PEOPLESOFT(R) LOGO]

                                                          PeopleSoft Analyst Day
                                                               September 4, 2003

================================================================================

                            Non-GAAP Financial Measures

Certain financial information and projected results of operations referenced in
the PeopleSoft Analyst Day presentation on September 4, 2003 included non-GAAP
financial measures.

The Company uses non-GAAP financial measures because they provide meaningful
information regarding the Company's operational performance and facilitate
management's internal comparisons to the Company's historical operating results
and comparisons to competitors' operating results.

The Company uses non-GAAP financial measures in projections of future
performance and results based on the Company's best estimates and what the
Company believes are reasonable and appropriate assumptions to provide what the
Company believes is meaningful information to shareholders and analysts.

The Company believes that these non-GAAP financial measures are useful to
investors because they allow for greater transparency.  The Company has reported
similar non-GAAP financial measures to investors and believes that the inclusion
of comparative numbers provides for greater comparability in our financial
reporting. The non-GAAP to GAAP reconciliations are filed as exhibit (a)(54) to
Amendment No. 8 to the Company's Solicitation/Recommendation Statement on
Schedule 14D-9 relating to Oracle's hostile tender offer for all outstanding
Company capital stock.

The non-GAAP financial measures are not prepared in accordance with generally
accepted accounting principles and may be different from non-GAAP financial
measures used by other companies.  Non-GAAP financial measures should not be
considered as a substitute for, or superior to, measures of financial
performance prepared in accordance with GAAP.

EX-99.(A)(54)

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                                                                 EXHIBIT (a)(54)

[PEOPLESOFT(R) LOGO]

Reconciliation of Non-GAAP to GAAP financial measures (a)
(in thousands except margin percentages and per share amounts)



                                                                                  FY 2003              FY 2004
                                                                               --------------       ------------
                                                                                              
FORECAST OPERATING MARGIN RECONCILIATION:
Operating margin from recurring operations                                                                  17.0%
   Deferred maintenance write-down                                                                          (3.0)%
   Amortization of acquired intangible assets                                                               (3.0)%
   Facilities restructuring charges and other                                                               (0.4)%
                                                                                                    ------------
GAAP operating margin                                                                                       10.6%
                                                                                                    ============

FORECAST NET INCOME PER SHARE RECONCILIATION:
Net income per share from recurring operations                                 $  0.52 - 0.55       $  0.90-0.95
   Deferred maintenance write-down                                                      (0.21)             (0.18)
   Amortization of acquired intangible assets                                      (0.08-0.10)        (0.14-0.15)
   Acquired in-process research and development charges                                 (0.04)                 -
   Facilities and headcount restructuring charges                                (0.06 - 0.08)                 -
                                                                               ==============       ============
GAAP diluted income per share                                                  $    0.11-0.13       $  0.57-0.62
                                                                               ==============       ============


FOOTNOTE:

For a complete set of financial statements, see the Company's 2002 Annual Report
of Form 10-K and quarterly filings on Form 10-Q on the Company's website located
at www.peoplesoft.com.