- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
J.D. EDWARDS & COMPANY
(Name of Subject Company (Issuer))
PEOPLESOFT, INC.
JERSEY ACQUISITION CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
281667105
(CUSIP Number of Class of Securities)
---------------------
Anne S. Jordan
Senior Vice President, General Counsel and Secretary
PeopleSoft, Inc.
4460 Hacienda Drive
Pleasanton, California 94588
(925) 225-3000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing person)
---------------------
COPY TO:
Douglas D. Smith, Esq.
Lisa A. Fontenot, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street, 31st Floor
San Francisco, CA 94104
(415) 393-8200
CALCULATION OF FILING FEE
<Table>
<Caption>
TRANSACTION VALUATION AMOUNT OF FILING FEE
--------------------- --------------------
*$2,057,513,420 **$166,452.84
</Table>
- ---------------
* Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of all of the issued and outstanding shares
of common stock, par value $0.001 per share (the "Common Stock") of J.D.
Edwards & Company, a Delaware corporation (the "Company"), together with the
associated stock purchase rights issued pursuant to the Preferred Stock
Rights Agreement dated as of October 22, 2001 between the Company and
Computershare Trust Company, Inc. as rights agent, as amended (together with
the Common Stock, the "Shares") at a price per Share of (i) $7.05, net, in
cash, plus (ii) 0.43 shares of common stock, par value $0.01 per share, of
PeopleSoft, Inc. and the associated stock purchase rights ("PeopleSoft") and
cash in lieu of fractional shares (as further described in the prospectus
contained in registration statement on Form S-4 (the "Prospectus") filed with
the Securities and Exchange Commission by PeopleSoft on June 19, 2003). The
value of the Shares was determined, to the extent of PeopleSoft common stock
to be exchanged, on the basis of the market value of the PeopleSoft common
stock to be exchanged in the Offer (as defined in the Prospectus), which was
computed in accordance with Rule 0-11(a)(4) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as the product of (i) $17.46 (the
average of the high and low prices per share of PeopleSoft common stock on
June 13, 2003 as reported by the Nasdaq National Market) and (ii) the product
of (A) 0.43, and (B) 122,426,664 (the number of Shares of J.D. Edwards Common
Stock outstanding on May 28, 2003), plus 22,045,301 (the number of options
and warrants to purchase such Shares outstanding on May 28, 2003, plus
480,000 (the number of shares reserved for issuance pursuant to the Company's
stock plans that are expected to be outstanding immediately prior to the
merger of the Company with and into a wholly owned subsidiary of PeopleSoft
pursuant to an Amended and Restated Agreement and Plan of Merger and
Reorganization dated June 16, 2003, among the Company, PeopleSoft and such
wholly owned subsidiary, as described in the Prospectus).
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Exchange Act, equals $80.90 per million of the aggregate value of the cash
and securities offered by the bidder.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<Table>
Amount Previously Paid: $83,781 Filing Party: PeopleSoft, Inc.
Form or Registration No.: 333- Date Filed: June 19, 2003
</Table>
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Tender Offer Statement on Schedule TO ("Statement") is filed by
PeopleSoft, Inc., a Delaware corporation ("PeopleSoft"), and Jersey Acquisition
Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary
of PeopleSoft. This Statement relates to the third party tender offer by
Purchaser to purchase all of the issued and outstanding shares of common stock,
par value $.001 per share (the "Common Stock") of J.D. Edwards & Company, a
Delaware corporation (the "Company"), together with the associated stock
purchase rights (together with the Common Stock, the "Shares") in exchange for
the right to receive, on a per share basis, cash, a fraction of a share of our
common stock, or a combination of cash and stock, in each case having a value of
$7.05 plus 0.43 of a share of PeopleSoft Common Stock together with the
associated stock purchase rights, allocated by prorating the cash and shares
available in the offer among the elections made. Holders of J.D. Edwards common
stock who tender but do not make an election will receive an allocation of the
remaining cash and stock, or a combination of cash and stock, after allocating
the cash and stock among the elections made in the offer. The election and
proration procedures are described in the Prospectus.
ITEMS 1 THROUGH 11
As permitted by General Instruction F to Schedule TO, all of the
information in the Prospectus and the related Letter of Transmittal, and any
prospectus supplement or other supplement thereto related to the Offer filed
with the Securities and Exchange Commission after the date hereof, is hereby
incorporated by reference in answer to Items 1 through 11 of this Statement,
except as otherwise set forth below.
ITEM 12. EXHIBITS
<Table>
<Caption>
EXHIBIT DESCRIPTION
- ------- -----------
(a)(1)(i) Letter of Transmittal.*
(a)(1)(ii) Notice of Guaranteed Delivery.*
(a)(1)(iii) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(iv) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(1)(v) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(4)(i) Registration Statement on Form S-4, File No. 333-
dated June 19, 2003.*
(a)(5)(i) Summary Advertisement as published on June 19, 2003.
(a)(5)(ii) Text of Press Release issued by PeopleSoft and J.D. Edwards
& Company on June 16, 2003.**
(a)(5)(iii) Form of Irrevocable Proxy and Voting Agreement by and
between PeopleSoft, Inc. and Jersey Acquisition Corporation,
on the one hand and J.D. Edwards & Company (with respect to
certain provisions only), and certain stockholders of J.D.
Edwards & Company, on the other hand*
(a)(5)(iv) Form of Irrevocable Proxy and Voting Agreement by and
between J.D. Edwards & Company on the one hand and J.D.
Edwards & Company (with respect to certain provisions only),
and certain stockholders of PeopleSoft, Inc., on the other
hand*
(b) None.
(c) Not applicable
(d) Amended and Restated Agreement and Plan of Merger and
Reorganization dated as of June 16, 2003 by and among
PeopleSoft, Inc., J.D. Edwards and Jersey Acquisition
Corporation.*
(e) Not applicable.
(f) Not applicable.
</Table>
2
<Table>
<Caption>
EXHIBIT DESCRIPTION
- ------- -----------
(g) None.
(h) None.
</Table>
- ---------------
* Incorporated by reference from the registration statement on Form S-4 filed
with the Securities and Exchange Commission by PeopleSoft, Inc. on June 19,
2003, File No. 333-
** Incorporated by reference to the filing made under cover of Rule 425 on June
17, 2003.
ITEM 13. ADDITIONAL INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not Applicable
3
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
PEOPLESOFT, INC.
By: /s/ ROBIN L. WASHINGTON
------------------------------------
Name: Robin L. Washington
Title: SVP, Corporate Controller
JERSEY ACQUISITION CORPORATION
By: /s/ ROBIN L. WASHINGTON
------------------------------------
Name: Robin L. Washington
Title: SVP, Corporate Controller
Dated: June 19, 2003
4
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT DESCRIPTION
- ------- -----------
(a)(1)(i) Letter of Transmittal.*
(a)(1)(ii) Notice of Guaranteed Delivery.*
(a)(1)(iii) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(iv) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(1)(v) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(4)(i) Registration Statement on Form S-4, File No. 333-
dated June 19, 2003.*
(a)(5)(i) Summary Advertisement as published on June 19, 2003.
(a)(5)(ii) Text of Press Release issued by PeopleSoft and J.D. Edwards
& Company on June 16, 2003.**
(a)(5)(iii) Form of Irrevocable Proxy and Voting Agreement by and
between PeopleSoft, Inc. and Jersey Acquisition Corporation,
on the one hand and J.D. Edwards & Company (with respect to
certain provisions only), and certain stockholders of J.D.
Edwards & Company, on the other hand*
(a)(5)(iv) Form of Irrevocable Proxy and Voting Agreement by and
between J.D. Edwards & Company on the one hand and J.D.
Edwards & Company (with respect to certain provisions only),
and certain stockholders of PeopleSoft, Inc., on the other
hand*
(b) None.
(c) Not applicable
(d) Amended and Restated Agreement and Plan of Merger and
Reorganization dated as of June 16, 2003 by and among
PeopleSoft, Inc., J.D. Edwards and Jersey Acquisition
Corporation.*
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
</Table>
- ---------------
* Incorporated by reference from the registration statement on Form S-4 filed
with the Securities and Exchange Commission by Parent on June 19, 2003, File
No. 333-
** Incorporated by reference to the filing made under cover of Rule 425 on June
17, 2003
5