sc14d9za

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. 35)

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

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. (“PeopleSoft” or the “Company”) on June 12, 2003 and subsequently amended, and to add additional exhibits to Item 9 and amend 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 of the Company 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.


						Number Shares
	Date of		Nature of			of Common
Name	Transaction		Transaction			Stock		Purchase/Sale Price
David A. Duffield		8/11/04		Disposition	(1)		25,000	$	16.04
David A. Duffield		8/18/04		Disposition	(1)		25,000	$	16.59
David A. Duffield		8/25/04		Disposition	(1)		25,000	$	17.25
David A. Duffield		9/1/04		Disposition	(1)		25,000	$	17.70
David A. Duffield		9/8/04		Disposition	(1)		25,000	$	17.79

(1) Pursuant to Rule 10b5-1(c) trading plan, providing for automatic transactions upon establishment of a written contract, plan or instructions under conditions specified in the Rule.

Item 8. Additional Information

Item 8 is hereby amended and supplemented as follows:

2004 Option Grants

On September 3, 2004, the Compensation Committee approved modified terms for the 2004 annual merit grants of stock options to employees of PeopleSoft. The modified terms included acceleration of vesting upon a change of control of the Company and termination of the optionee’s employment without cause within one year of the change of control. On September 7, 2004, the plan administrator granted the 2004 merit options to purchase an aggregate of 9,523,498 shares of common stock to 2,703 employees, none of whom were executive officers of the Company. These options have an exercise price of $17.68 per share, based on the closing price of the common stock on NASDAQ on September 3, 2004, the last trading day prior to the date of grant. The options vest 1/8 on February 5, 2005 and 1/8 every six months thereafter (subject to acceleration of vesting after a change in control and termination without cause, as described above), and expire if not exercised within ten years after the grant date.

Litigation Matters

Delaware Litigation

By order dated September 1, 2004, Vice Chancellor Leo E. Strine, Jr. postponed the anticipated September 27, 2004 trial date for the pending Delaware shareholder litigation to October 4, 2004.

Antitrust Trial

On September 9, 2004, in the U.S. District Court in San Francisco, District Judge Vaughn Walker ruled against the Department of Justice in its suit to enjoin Oracle Corporation’s proposed acquisition of PeopleSoft. The Company has issued a press release commenting on the ruling, a copy of which is attached as exhibit (a)(109) to this Schedule 14D-9 and is incorporated herein by this reference.

Employee Correspondence

On September 9, 2004, Craig A. Conway, Chief Executive Officer of PeopleSoft, sent a letter to the Company’s employees regarding the court’s ruling in the Oracle antitrust trial. A copy of this letter is attached as exhibit (a)(110) to this Schedule 14D-9 and is incorporated herein by this reference.

Item 9. Materials to Be Filed as Exhibits


Exhibit No.		Document

(a)(1)		Press release issued by PeopleSoft on June 12, 2003 (1)
(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) (1)
(a)(3)		Letter, dated June 13, 2003, to PeopleSoft’s stockholders (2)
(a)(4)		Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (3)
(a)(5)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing) (3)
(a)(6)		Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(7)		Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(8)		Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing) (4)
(a)(9)		Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (4)
(a)(10)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (4)
(a)(11)		Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(12)		Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(13)		Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(14)		Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(15)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(16)		Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(17)		Press release issued by the Connecticut Attorney General’s Office (4)
(a)(18)		Press release issued by PeopleSoft on June 20, 2003 (4)
(a)(19)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(20)		Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(21)		Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(22)		Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(23)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(24)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(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) (5)
(a)(26)		Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)


(a)(27)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(28)		Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(29)		Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(30)		Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(31)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(32)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(33)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(34)		Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(35)		Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(36)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing) (6)
(a)(37)		Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing) (6)
(a)(38)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing) (6)
(a)(39)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(40)		Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(41)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing) (6)
(a)(42)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing) (6)
(a)(43)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(44)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(45)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing) (7)
(a)(46)		Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing) (7)
(a)(47)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing) (7)
(a)(48)		Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (7)
(a)(49)		Press release issued by PeopleSoft on August 29, 2003 (9)
(a)(50)		Press release issued by PeopleSoft on September 4, 2003 (9)
(a)(51)		Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (9)
(a)(52)		Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003 (9)
(a)(53)		PeopleSoft Analyst Day Power Point presentation materials (9)
(a)(54)		PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures (9)


(a)(55)		Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003 (10)
(a)(56)		Order entered by the Superior Court of California, County of Alameda (11)
(a)(57)		Press release issued by PeopleSoft on November 17, 2003 (12)
(a)(58)		Press release issued by PeopleSoft on December 2, 2003 (13)
(a)(59)		Second Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (14)
(a)(60)		Text of background information provided to PeopleSoft sales force to respond to customer inquiries following Oracle statements of November 24, 2003 (15)
(a)(61)		Press release issued by PeopleSoft on December 19, 2003 (16)
(a)(62)		Press release issued by PeopleSoft on January 12, 2004 (16)
(a)(63)		E-mail sent to PeopleSoft employees (17)
(a)(64)		Letter to the Wall Street Journal dated January 22, 2004 (17)
(a)(65)		Press release issued by PeopleSoft on January 24, 2004 (17)
(a)(66)		Press release issued by PeopleSoft on January 30, 2004 (17)
(a)(67)		Excerpts from transcript of conference call held by PeopleSoft on January 29, 2004 (17)
(a)(68)		Order entered by the Superior Court of California, County of Alameda (17)
(a)(69)		Oracle and Pepper Acquisition Corp. Notice of Demurrer and Demurrer (17)
(a)(70)		Oracle and Pepper Acquisition Corp. Notice of Motion to Strike and Motion to Strike (17)
(a)(71)		Advertisement placed by PeopleSoft on February 3, 2004 (17)
(a)(72)		Press release issued by PeopleSoft on February 4, 2004 (18)
(a)(73)		Message sent to PeopleSoft employees (18)
(a)(74)		Press release issued by PeopleSoft on February 9, 2004 (19)
(a)(75)		Letter to employees dated February 9, 2004 (19)
(a)(76)		Letter to customers dated February 9, 2004 (19)
(a)(77)		E-mail sent to PeopleSoft employees on February 25, 2004 (20)
(a)(78)		E-mail sent to PeopleSoft employees on February 27, 2004 (20)
(a)(79)		Investor presentation materials (20)
(a)(80)		Press release issued by PeopleSoft on February 10, 2004 (20)
(a)(81)		Press release issued by U.S. Department of Justice on February 26, 2004 (20)
(a)(82)		Press release issued by PeopleSoft on February 26, 2004 (20)
(a)(83)		Order entered by the Superior Court of California, County of Alameda, overruling Defendants’ Demurrer to Plaintiffs’ Second Amended Complaint (20)
(a)(84)		Order entered by the Superior Court of California, County of Alameda, denying Defendants’ Motion to Strike Portions of Plaintiffs’ Second Amended Complaint (20)
(a)(85)		Letter to stockholders dated March 3, 2004 (20)
(a)(86)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 4, 2004(21)
(a)(87)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 9, 2004(21)
(a)(88)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 12, 2004(21)
(a)(89)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(90)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(91)		Press release issued by PeopleSoft on March 19, 2004(22)
(a)(92)		Presentation given at PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(93)		Transcript of PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(94)		Press release issued by PeopleSoft on March 25, 2004(22)
(a)(95)		Transcript of conference call held by PeopleSoft on January 29,2004 (incorporated by reference to Exhibit 99.2 to PeopleSoft’s February 4, 2004 Form 8-K)(22)
(a)(96)		Redacted version of the Cross-complaint filed by Oracle in the Superior Court of the State of California, County of Alameda(23)
(a)(97)		Press release issued by the Michigan Attorney General’s Office on April 7, 2004(23)
(a)(98)		Press release issued by the Ohio Attorney General’s Office on April 9, 2004(23)
(a)(99)		Excerpts from transcript of conference call held by PeopleSoft on April 22, 2004(24)
(a)(100)		Press release issued by PeopleSoft on May 14, 2004(25)
(a)(101)		Excerpts from transcript of PeopleSoft’s 2004 Leadership Summit News Conference held on May 18, 2004(25)
(a)(102)		Press release issued by PeopleSoft on May 26, 2004(26)
(a)(103)		Press release issued by PeopleSoft on May 26, 2004(26)
(a)(104)		Redacted version of the Amended Complaint for Declaratory and Injunctive Relief filed by Oracle and Pepper Acquisition Corp. in the Delaware Court of Chancery(31)
(a)(105)		E-mail sent to PeopleSoft employees on July 2, 2004(32)
(a)(106)		Press release issued by PeopleSoft on July 7, 2004(33)
(a)(107)		Transcript of conference call held by PeopleSoft on July 27, 2004 (incorporated by reference to Exhibit 99.1 to PeopleSoft’s August 2, 2004 Form 8-K)(34)
(a)(108)		Excerpts from transcript of the Adams Harkness Annual Summer Seminar held on August 4, 2004(34)
(a)(109)		Press release issued by Peoplesoft on September 9, 2004
(a)(110)		Letter sent to Peoplesoft employees on September 9, 2004
(e)(1)		Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders (1)
(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) (1)
(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) (1)
(e)(4)		Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003 (8)
(e)(5)		Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003 (8)
(e)(6)		Terms of Customer Assurance Program (revised) (10)
(e)(6)(i)		Terms of Customer Assurance Program (replacement version) + (11)
(e)(7)		Form of letter sent to customers (11)
(e)(8)		Terms of Customer Assurance Program (11)
(e)(9)		Amendment No. 1 to the Bylaws of PeopleSoft (11)
(e)(10)		Terms of Customer Assurance Program (extension term) (12)
(e)(11)		Employment Agreement, dated January 30, 2004, by and between Craig Conway and PeopleSoft, Inc. (17)
(e)(12)		Excerpts from PeopleSoft’s Definitive Proxy Statement dated February 20, 2004 relating to the 2004 Annual Meeting of Stockholders (22)
(e)(13)		Memorandum of understanding regarding settlement of stockholder class actions(26)
(e)(14)		Amendment to memorandum of understanding regarding settlement of stockholder class actions(27)
(e)(15)		White paper dated February 1, 2004(28)
(e)(16)		June 15, 2004 weblog postings(28)
(e)(17)		Second amendment to memorandum of understanding regarding settlement of stockholder class actions(28)
(e)(18)		Amended Executive Severance Policy—Executive Vice Presidents, amended as of June 14, 2004(29)
(e)(19)		Amended Executive Severance Policy—Senior Vice Presidents, amended as of June 14, 2004(29)
(e)(20)		June 16 and 17, 2004 weblog postings(29)
(e)(21)		Stipulation and Agreement of Compromise, Settlement and Release dated June 17, 2004(29)
(e)(22)		June 20, 21 and 23, 2004 weblog postings(30)
(e)(23)		June 26, 28 and 30, and July 1, 2004 weblog postings(31)
(e)(23)(a)		Chart referred to in the “The Government Rests” weblog posting(31)
(e)(24)		July 2, 2004 weblog postings(32)
(e)(25)		Terms of Amended Customer Assurance Program approved July 6, 2004(32)
(e)(26)		July 20, and August 4, 2004 weblog postings(34)
(e)(27)		Addendum to Employment Contract between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.8 filed with PeopleSoft’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004)(34)

(1)		Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.

(2)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.

(3)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.

(4)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.

(5)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.

(6)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.

(7)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.

(8)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.

(9)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.

(10)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 9 to Schedule 14D-9 filed with the SEC October 27, 2003.

+		This exhibit replaces and supersedes exhibit (e)(6), which previously was filed in error.

(11)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 17, 2003.

(12)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 12 to Schedule 14D-9 filed with the SEC November 19, 2003.

(13)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 13 to Schedule 14D-9 filed with the SEC December 5, 2003.

(14)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 14 to Schedule 14D-9 filed with the SEC December 15, 2003.

(15)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 15 to Schedule 14D-9 filed with the SEC December 19, 2003.

(16)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 16 to Schedule 14D-9 filed with the SEC January 13, 2004.

(17)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 17 to Schedule 14D-9 filed with the SEC February 3, 2004.

(18)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 18 to Schedule 14D-9 filed with the SEC February 4, 2004.

(19)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 19 to Schedule 14D-9 filed with the SEC February 9, 2004.

(20)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 20 to Schedule 14D-9 filed with the SEC March 4, 2004.

(21)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 21 to Schedule 14D-9 filed with the SEC March 15, 2004.

(22)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 22 to Schedule 14D-9 filed with the SEC March 29, 2004.

(23)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 23 to Schedule 14D-9 filed with the SEC April 13, 2004.

(24)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 24 to Schedule 14D-9 filed with the SEC April 28, 2004.

(25)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 25 to Schedule 14D-9 filed with the SEC May 20, 2004.

(26)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 26 to Schedule 14D-9 filed with the SEC May 27, 2004.

(27)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 27 to Schedule 14D-9 filed with the SEC June 14, 2004.

(28)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 28 to Schedule 14D-9 filed with the SEC June 16, 2004.

(29)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 29 to Schedule 14D-9 filed with the SEC June 18, 2004.

(30)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 30 to Schedule 14D-9 filed with the SEC June 28, 2004.

(31)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 31 to Schedule 14D-9 filed with the SEC July 2, 2004.

(32)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 32 to Schedule 14D-9 filed with the SEC July 7, 2004.

(33)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 33 to Schedule 14D-9 filed with the SEC July 7, 2004.

(34)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 34 to Schedule 14D-9 filed with the SEC August 12, 2004.

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

Date: September 9, 2004


Exhibit No.		Document

(a)(1)		Press release issued by PeopleSoft on June 12, 2003 (1)
(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) (1)
(a)(3)		Letter, dated June 13, 2003, to PeopleSoft’s stockholders (2)
(a)(4)		Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (3)
(a)(5)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing) (3)
(a)(6)		Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(7)		Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(8)		Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing) (4)
(a)(9)		Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (4)
(a)(10)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (4)
(a)(11)		Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(12)		Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(13)		Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(14)		Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(15)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(16)		Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(17)		Press release issued by the Connecticut Attorney General’s Office (4)
(a)(18)		Press release issued by PeopleSoft on June 20, 2003 (4)
(a)(19)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(20)		Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(21)		Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(22)		Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(23)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(24)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(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) (5)
(a)(26)		Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(27)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25,


		2003 425 filing) (5)
(a)(28)		Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(29)		Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(30)		Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(31)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(32)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(33)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(34)		Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(35)		Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(36)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing) (6)
(a)(37)		Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing) (6)
(a)(38)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing) (6)
(a)(39)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(40)		Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(41)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing) (6)
(a)(42)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing) (6)
(a)(43)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(44)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(45)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing) (7)
(a)(46)		Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing) (7)
(a)(47)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing) (7)
(a)(48)		Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (7)
(a)(49)		Press release issued by PeopleSoft on August 29, 2003 (9)
(a)(50)		Press release issued by PeopleSoft on September 4, 2003 (9)
(a)(51)		Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (9)
(a)(52)		Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003 (9)
(a)(53)		PeopleSoft Analyst Day Power Point presentation materials (9)
(a)(54)		PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures (9)
(a)(55)		Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003 (10)


(a)(56)		Order entered by the Superior Court of California, County of Alameda (11)
(a)(57)		Press release issued by PeopleSoft on November 17, 2003 (12)
(a)(58)		Press release issued by PeopleSoft on December 2, 2003 (13)
(a)(59)		Second Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (14)
(a)(60)		Text of background information provided to PeopleSoft sales force to respond to customer inquiries following Oracle statements of November 24, 2003 (15)
(a)(61)		Press release issued by PeopleSoft on December 19, 2003 (16)
(a)(62)		Press release issued by PeopleSoft on January 12, 2004 (16)
(a)(63)		E-mail sent to PeopleSoft employees (17)
(a)(64)		Letter to the Wall Street Journal dated January 22, 2004 (17)
(a)(65)		Press release issued by PeopleSoft on January 24, 2004 (17)
(a)(66)		Press release issued by PeopleSoft on January 30, 2004 (17)
(a)(67)		Excerpts from transcript of conference call held by PeopleSoft on January 29, 2004 (17)
(a)(68)		Order entered by the Superior Court of California, County of Alameda (17)
(a)(69)		Oracle and Pepper Acquisition Corp. Notice of Demurrer and Demurrer (17)
(a)(70)		Oracle and Pepper Acquisition Corp. Notice of Motion to Strike and Motion to Strike (17)
(a)(71)		Advertisement placed by PeopleSoft on February 3, 2004 (17)
(a)(72)		Press release issued by PeopleSoft on February 4, 2004 (18)
(a)(73)		Message sent to PeopleSoft employees (18)
(a)(74)		Press release issued by PeopleSoft on February 9, 2004 (19)
(a)(75)		Letter to employees dated February 9, 2004 (19)
(a)(76)		Letter to customers dated February 9, 2004 (19)
(a)(77)		E-mail sent to PeopleSoft employees on February 25, 2004 (20)
(a)(78)		E-mail sent to PeopleSoft employees on February 27, 2004 (20)
(a)(79)		Investor presentation materials (20)
(a)(80)		Press release issued by PeopleSoft on February 10, 2004 (20)
(a)(81)		Press release issued by U.S. Department of Justice on February 26, 2004 (20)
(a)(82)		Press release issued by PeopleSoft on February 26, 2004 (20)
(a)(83)		Order entered by the Superior Court of California, County of Alameda, overruling Defendants’ Demurrer to Plaintiffs’ Second Amended Complaint (20)
(a)(84)		Order entered by the Superior Court of California, County of Alameda, denying Defendants’ Motion to Strike Portions of Plaintiffs’ Second Amended Complaint (20)
(a)(85)		Letter to stockholders dated March 3, 2004 (20)
(a)(86)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 4, 2004(21)
(a)(87)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 9, 2004(21)
(a)(88)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 12, 2004(21)
(a)(89)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(90)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(91)		Press release issued by PeopleSoft on March 19, 2004(22)
(a)(92)		Presentation given at PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(93)		Transcript of PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(94)		Press release issued by PeopleSoft on March 25, 2004(22)
(a)(95)		Transcript of conference call held by PeopleSoft on January 29,2004 (incorporated by reference to Exhibit 99.2 to PeopleSoft’s February 4, 2004 Form 8-K)(22)
(a)(96)		Redacted version of the Cross-complaint filed by Oracle in the Superior Court of the State of California, County of Alameda(23)
(a)(97)		Press release issued by the Michigan Attorney General’s Office on April 7, 2004(23)
(a)(98)		Press release issued by the Ohio Attorney General’s Office on April 9, 2004(23)
(a)(99)		Excerpts from transcript of conference call held by PeopleSoft on April 22, 2004(24)
(a)(100)		Press release issued by PeopleSoft on May 14, 2004(25)
(a)(101)		Excerpts from transcript of PeopleSoft’s 2004 Leadership Summit News Conference held on May 18, 2004(25)
(a)(102)		Press release issued by PeopleSoft on May 26, 2004(26)
(a)(103)		Press release issued by PeopleSoft on May 26, 2004(26)
(a)(104)		Redacted version of the Amended Complaint for Declaratory and Injunctive Relief filed by Oracle and Pepper Acquisition Corp. in the Delaware Court of Chancery(31)
(a)(105)		E-mail sent to PeopleSoft employees on July 2, 2004(32)
(a)(106)		Press release issued by PeopleSoft on July 7, 2004(33)
(a)(107)		Transcript of conference call held by PeopleSoft on July 27, 2004 (incorporated by reference to Exhibit 99.1 to PeopleSoft’s August 2, 2004 Form 8-K)(34)
(a)(108)		Excerpts from transcript of the Adams Harkness Annual Summer Seminar held on August 4, 2004(34)
(a)(109)		Press release issued by Peoplesoft on September 9, 2004
(a)(110)		Letter sent to Peoplesoft employees on September 9, 2004
(e)(1)		Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders (1)
(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) (1)
(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) (1)
(e)(4)		Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003 (8)
(e)(5)		Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003 (8)
(e)(6)		Terms of Customer Assurance Program (revised) (10)
(e)(6)(i)		Terms of Customer Assurance Program (replacement version) + (11)
(e)(7)		Form of letter sent to customers (11)
(e)(8)		Terms of Customer Assurance Program (11)
(e)(9)		Amendment No. 1 to the Bylaws of PeopleSoft (11)
(e)(10)		Terms of Customer Assurance Program (extension term) (12)
(e)(11)		Employment Agreement, dated January 30, 2004, by and between Craig Conway and PeopleSoft, Inc. (17)
(e)(12)		Excerpts from PeopleSoft’s Definitive Proxy Statement dated February 20, 2004 relating to the 2004 Annual Meeting of Stockholders (22)
(e)(13)		Memorandum of understanding regarding settlement of stockholder class actions(26)
(e)(14)		Amendment to memorandum of understanding regarding settlement of stockholder class actions(27)
(e)(15)		White paper dated February 1, 2004(28)
(e)(16)		June 15, 2004 weblog postings(28)
(e)(17)		Second amendment to memorandum of understanding regarding settlement of stockholder class actions(28)
(e)(18)		Amended Executive Severance Policy—Executive Vice Presidents, amended as of June 14, 2004(29)
(e)(19)		Amended Executive Severance Policy—Senior Vice Presidents, amended as of June 14, 2004(29)
(e)(20)		June 16 and 17, 2004 weblog postings(29)
(e)(21)		Stipulation and Agreement of Compromise, Settlement and Release dated June 17, 2004(29)
(e)(22)		June 20, 21 and 23, 2004 weblog postings(30)
(e)(23)		June 26, 28 and 30, and July 1, 2004 weblog postings(31)
(e)(23)(a)		Chart referred to in the “The Government Rests” weblog posting(31)
(e)(24)		July 2, 2004 weblog postings(32)
(e)(25)		Terms of Amended Customer Assurance Program approved July 6, 2004(32)
(e)(26)		July 20, and August 4, 2004 weblog postings(34)
(e)(27)		Addendum to Employment Contract between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.8 filed with PeopleSoft’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004)(34)

(1)		Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.

(2)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.

(3)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.

(4)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.

(5)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.

(6)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.

(7)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.

(8)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.

(9)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.

(10)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 9 to Schedule 14D-9 filed with the SEC October 27, 2003.

+		This exhibit replaces and supersedes exhibit (e)(6), which previously was filed in error.

(11)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 17, 2003.

(12)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 12 to Schedule 14D-9 filed with the SEC November 19, 2003.

(13)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 13 to Schedule 14D-9 filed with the SEC December 5, 2003.

(14)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 14 to Schedule 14D-9 filed with the SEC December 15, 2003.

(15)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 15 to Schedule 14D-9 filed with the SEC December 19, 2003.

(16)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 16 to Schedule 14D-9 filed with the SEC January 13, 2004.

(17)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 17 to Schedule 14D-9 filed with the SEC February 3, 2004.

(18)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 18 to Schedule 14D-9 filed with the SEC February 4, 2004.

(19)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 19 to Schedule 14D-9 filed with the SEC February 9, 2004.

(20)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 20 to Schedule 14D-9 filed with the SEC March 4, 2004.

(21)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 21 to Schedule 14D-9 filed with the SEC March 15, 2004.

(22)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 22 to Schedule 14D-9 filed with the SEC March 29, 2004.

(23)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 23 to Schedule 14D-9 filed with the SEC April 13, 2004.

(24)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 24 to Schedule 14D-9 filed with the SEC April 28, 2004.

(25)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 25 to Schedule 14D-9 filed with the SEC May 20, 2004.

(26)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 26 to Schedule 14D-9 filed with the SEC May 27, 2004.

(27)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 27 to Schedule 14D-9 filed with the SEC June 14, 2004.

(28)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 28 to Schedule 14D-9 filed with the SEC June 16, 2004.

(29)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 29 to Schedule 14D-9 filed with the SEC June 18, 2004.

(30)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 30 to Schedule 14D-9 filed with the SEC June 28, 2004.

(31)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 31 to Schedule 14D-9 filed with the SEC July 2, 2004.

(32)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 32 to Schedule 14D-9 filed with the SEC July 7, 2004.

(33)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 33 to Schedule 14D-9 filed with the SEC July 7, 2004.

(34)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 34 to Schedule 14D-9 filed with the SEC August 12, 2004.

10 EX-99.(A)(109) 2 f97751b4exv99wxayx109y.txt EXHIBIT (A)(109) Exhibit (a)(109) PEOPLESOFT COMMENTS ON COURT RULING PLEASANTON, CALIF. - SEPTEMBER 9, 2004 - PeopleSoft, Inc. (Nasdaq: PSFT) today announced that its Board of Directors will review the implications of today's ruling by the U.S. District Court, Northern District of California, in the antitrust lawsuit brought by the United States of America against Oracle Corporation (Nasdaq: ORCL). The Company stated that PeopleSoft's Board has carefully considered and unanimously rejected each of Oracle's offers, including its current offer of $21.00 per share. On May 25, 2004, the Board concluded that the current offer was inadequate and did not reflect PeopleSoft's real value. The Board received the opinions of Citigroup Global Markets Inc. and Goldman, Sachs & Co. that the $21.00 per share offer was inadequate from a financial point of view. PeopleSoft claims compensatory damages of more than $1 billion plus punitive damages in the Company's lawsuit against Oracle, which is scheduled to go to trial before a jury in Oakland, California, on November 1, 2004. PeopleSoft's complaint alleges that Oracle has engaged in unfair business practices, including a deliberate campaign to mislead PeopleSoft's customers and disrupt its business. The Company also noted that the Department of Justice (DOJ) has 60 days to decide whether it will appeal the Court's ruling to the Ninth Circuit Court of Appeals and that the review by the European Commission of Oracle's bid is ongoing. Citigroup Global Markets Inc. and Goldman, Sachs & Co. are financial advisors to PeopleSoft. ABOUT PEOPLESOFT PeopleSoft (Nasdaq: PSFT) is the world's second largest provider of enterprise application software with 12,200 customers in more than 25 industries and 150 countries. For more information, visit us at www.peoplesoft.com. IMPORTANT ADDITIONAL INFORMATION PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle's tender offer. PeopleSoft stockholders should read the Schedule 14D-9 (including any amendments) because these documents contain important information. The Schedule 14D-9 and other public filings made by PeopleSoft with the SEC are available without charge from the SEC's website at www.sec.gov and from PeopleSoft at www.peoplesoft.com. FORWARD-LOOKING STATEMENTS This press release may contain forward-looking statements that state PeopleSoft's intentions, beliefs, expectations, or predictions for the future. You are cautioned that these statements are only predictions and may differ materially from actual future events or results. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them. The specific forward-looking statements relate to such matters as the impact of PeopleSoft's combination with J.D. Edwards including the integration, the profitability of our international operations, and the combined Company's projected financial performance. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the PeopleSoft's actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include: our ability to successfully complete the integration of J.D. Edwards into PeopleSoft and to achieve anticipated synergies; the costs and disruption to our business arising from the Oracle tender offer; economic and political conditions in the U.S. and abroad; the ability to complete and deliver products and services within currently estimated time frames and budgets; the ability to manage expenses effectively; the ability to achieve revenue from products and services that are under development; competitive and pricing pressures; and other risks referenced from time to time in PeopleSoft's filings with the Securities and Exchange Commission. Please refer to PeopleSoft's most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q for more information on the risk factors that could cause actual results to differ. CONTACTS Steve Swasey PeopleSoft, Inc. Public Relations (925) 694-5230 steve_swasey@peoplesoft.com Bob Okunski PeopleSoft, Inc. Investor Relations (877) 528-7413 bob_okunski@peoplesoft.com Joele Frank/Eric Brielmann Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 jf@joelefrank.com/ewb@joelefrank.com EX-99.(A)(110) 3 f97751b4exv99wxayx110y.txt EXHIBIT (A)(110) Exhibit (a)(110) DEAR PEOPLESOFT EMPLOYEES, You may have heard this afternoon that the United States District Court has ruled that Oracle's proposed acquisition of PeopleSoft does not violate U.S. antitrust laws. While this ruling will receive extensive press coverage, it is really only another chapter in this ongoing saga. I would like to take this opportunity to share my thoughts on what this ruling means, and what it doesn't mean, and what you can expect in the weeks and months ahead. Most importantly, today's ruling does not mean that Oracle will acquire PeopleSoft. Our Board of Directors has said from the outset that the proposed acquisition faced tough antitrust scrutiny. The Board's antitrust concerns proved to be well founded as the U.S. Department of Justice (DOJ) and eleven states filed a lawsuit to prevent the proposed acquisition, and the European Commission (EC) issued a formal Statement of Objection. Also, in recommending that stockholders reject each of Oracle's four offers, PeopleSoft's Board of Directors concluded that the offers were inadequate and did not reflect PeopleSoft's real value. The Board will now, of course, consider today's court decision, its implications and other developments. Some of the other factors that the Board may consider include: o The DOJ has up to 60 days to file an appeal. The appeals court can affirm the lower court's ruling, reverse it, or send the case back to Judge Walker for additional proceedings. We don't know whether the DOJ will appeal. o The EC review continues under European antitrust law. Their decision has been delayed because Oracle has not complied with the EC's requestion for information. We believe that Oracle is intentionally delaying matters as part of their efforts to damage our business. o The tender offer cannot be completed unless PeopleSoft's shareholders rights plan ("poison pill") is eliminated. As it has all along, the Board will continue to exercise its fiduciary responsibility in determining what is in the best interests of our stockholders. o Oracle could wage a proxy fight at next year's annual meeting to change a majority of our Board of Directors, in an effort to eliminate the poison pill. As you may recall, prior to this year's annual meeting, Oracle nominated, then withdrew its nominees and PeopleSoft's existing Board members were re-elected by an overwhelming majority -- approximately 95% of the vote. o PeopleSoft's lawsuit against Oracle is scheduled to go to trial November 1st in Oakland. We believe that we can prove to a jury that Oracle intentionally engaged in unfair business practices in connection with its offer, including a deliberate campaign to mislead our customers and prospects, and disrupt our business. In fact, during the course of the recent antitrust trial, internal Oracle documents came to light demonstrating that Oracle's strategy was as we believed all along - to create confusion and let PeopleSoft "twist in the wind". We are seeking compensatory damages of more than $1 billion plus punitive damages from Oracle, as well as an injunction to stop its bid. WE CONTINUE TO WIN IN THE MARKETPLACE In the meantime, PeopleSoft continues to win in the marketplace. Although our Q2 results were impacted by the antitrust trial, our revenues were still 30% ahead of last year. We signed 160 new customers during the second quarter - 25% ahead of the prior quarter and nearly 50% more than the same quarter a year ago. In Q3 we signed the largest contract in PeopleSoft history with SAT, the Mexican equivalent of the U.S. Internal Revenue Service. CENTERPIECE There is no question that today's court decision is disconcerting on the surface, because the antitrust trial appeared to be the centerpiece of the saga. However, antitrust concerns were never the centerpiece, only one of many issues. The centerpiece of PeopleSoft is and will continue to be the strength of our employees. All of you have helped demonstrate that strength over the past 15 months, building the second largest enterprise applications software company in the world. A company known for innovative software and customer service. A company distinguished by its integrity and honesty and respect for customers and employees. These things are the real centerpiece of PeopleSoft. These things will continue to set us apart. Every one of you rose to this challenge 15 months ago. You showed the world what PeopleSoft could do under the most challenging conditions...and the world was amazed. We need to continue to do that. I thank each of you for your passion and your dedication. Craig - -------------------------------------------------------------------------------- Important Additional Information PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle's tender offer. PeopleSoft stockholders should read the Schedule 14D-9 (including any amendments or supplements) because these documents contain important information. The Schedule 14D-9 and other public filings made by PeopleSoft with the SEC are available without charge from the SEC's website at www.sec.gov and from PeopleSoft at www.peoplesoft.com. Forward-Looking Statements This press release may contain forward-looking statements that state PeopleSoft's intentions, beliefs, expectations, or predictions for the future. You are cautioned that these statements are only predictions and may differ materially from actual future events or results. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them. The specific forward-looking statements relate to such matters as the impact of PeopleSoft's combination with J.D. Edwards including the integration, the profitability of our international operations, and the combined Company's projected financial performance. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the PeopleSoft's actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include: our ability to successfully complete the integration of J.D. Edwards into PeopleSoft and to achieve anticipated synergies; the costs and disruption to our business arising from the Oracle tender offer; economic and political conditions in the U.S. and abroad; the ability to complete and deliver products and services within currently estimated time frames and budgets; the ability to manage expenses effectively; the ability to achieve revenue from products and services that are under development; competitive and pricing pressures; and other risks referenced from time to time in PeopleSoft's filings with the Securities and Exchange Commission. Please refer to PeopleSoft's most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q for more information on the risk factors that could cause actual results to differ. -----END PRIVACY-ENHANCED MESSAGE-----