UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
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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)
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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)
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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
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO"), filed on June 19, 2003 by PeopleSoft, Inc., a
Delaware corporation ("PeopleSoft"), and Jersey Acquisition Corporation, a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of PeopleSoft,
relating to Purchaser's offer to exchange all of the issued and outstanding
shares of common stock, par value $.001 per share of J.D. Edwards & Company, a
Delaware corporation, together with the associated stock purchase rights, for
the consideration described in the Schedule TO.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include the
following exhibits:
EXHIBIT DESCRIPTION
- ------- -----------
(a)(5)(v) Press Release issued by PeopleSoft, dated June 19, 2003
(incorporated by reference to PeopleSoft's 425 filing on June
19, 2003).
(a)(5)(vi) Investor Presentation dated June 20, 2003 (incorporated by
reference to PeopleSoft's 425 filing on June 23, 2003).
(a)(5)(vii) Letter to PeopleSoft Employees dated June 20, 2003
(incorporated by reference to PeopleSoft's 425 filing on June
23, 2003).
(a)(5)(viii) eWeek Article dated June 20, 2003 (incorporated by reference
to PeopleSoft's 425 filing on June 23, 2003).
(a)(5)(ix) Advertisement dated June 23, 2003 (incorporated by reference
to PeopleSoft's 425 filing on June 23, 2003).
(a)(5)(x) Quest Article dated June 23, 2003 (incorporated by reference
to PeopleSoft's 425 filing on June 24, 2003).
(a)(5)(xi) Email Newsletter to PeopleSoft Customers dated June 24, 2003
(incorporated by reference to PeopleSoft's 425 filing on June
24, 2003).
(a)(5)(xii) Transcript of TriNet Webcast dated June 25, 2003 (incorporated
by reference to PeopleSoft's 425 filing on June 25, 2003).
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
PEOPLESOFT, INC.
By: /s/ Anne S. Jordan
-------------------------------------
Name: Anne S. Jordan
Title: Senior Vice President, General
Counsel and Secretary
JERSEY ACQUISITION CORPORATION
By: /s/ Anne S. Jordan
-------------------------------------
Name: Anne S. Jordan
Title: Vice President, Secretary and
Director
Dated: June 27, 2003
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
(a)(5)(v) Press Release issued by PeopleSoft, dated June 19, 2003
(incorporated by reference to PeopleSoft's 425 filing on June
19, 2003).
(a)(5)(vi) Investor Presentation dated June 20, 2003 (incorporated by
reference to PeopleSoft's 425 filing on June 23, 2003).
(a)(5)(vii) Letter to PeopleSoft Employees dated June 20, 2003
(incorporated by reference to PeopleSoft's 425 filing on June
23, 2003).
(a)(5)(viii) eWeek Article dated June 20, 2003 (incorporated by reference
to PeopleSoft's 425 filing on June 23, 2003).
(a)(5)(ix) Advertisement dated June 23, 2003 (incorporated by reference
to PeopleSoft's 425 filing on June 23, 2003).
(a)(5)(x) Quest Article dated June 23, 2003 (incorporated by reference
to PeopleSoft's 425 filing on June 24, 2003).
(a)(5)(xi) Email Newsletter to PeopleSoft Customers dated June 24, 2003
(incorporated by reference to PeopleSoft's 425 filing on June
24, 2003).
(a)(5)(xii) Transcript of TriNet Webcast dated June 25, 2003 (incorporated
by reference to PeopleSoft's 425 filing on June 25, 2003).
4