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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
J.D. EDWARDS & COMPANY
(Name of Subject Company)
J.D. EDWARDS & COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
281667105
(CUSIP Number of Class of Securities)
ROBERT M. DUTKOWSKY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
J.D. EDWARDS & COMPANY
ONE TECHNOLOGY WAY
DENVER, CO 80237-3000
(303) 334-4000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
---------------------
COPIES TO:
HERBERT P. FOCKLER
STEVE L. CAMAHORT
JOSE F. MACIAS
JON C. AVINA
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
<Table>
[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY
COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER
OFFER
</Table>
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PURPOSE OF AMENDMENT
The purpose of this amendment is to amend and supplement Items 2, 4, 8 and
9 in the Solicitation/ Recommendation Statement on Schedule 14D-9 previously
filed by J.D. Edwards & Company ("J.D. Edwards" or the "Company") on June 19,
2003 and subsequently amended June 26, 2003 (the "Statement"). Capitalized terms
used but not otherwise defined herein have the meanings ascribed to such terms
in the Statement.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
The information under the heading "Making the Election and The Proration
Rules" in Item 2 is hereby amended and restated as follows:
Making the Election. PeopleSoft has included a Letter of Transmittal with
the Prospectus. The Letter of Transmittal is used to make the election to
receive PeopleSoft Common Stock, cash, or, in the case of proration, a
combination of PeopleSoft Common Stock and cash in exchange for Shares tendered
pursuant to the offer. See the section of the Prospectus entitled "The
Offer -- Making the Election," which is incorporated herein by reference, for
more information.
The Proration Rules. The proration rules that will govern the allocation
of the cash and stock consideration in the offer will be applied as set forth in
the following examples. The proration calculations are complex, and PeopleSoft
has provided a set of examples based on certain assumptions to help you
understand how the proration will work. The actual proration will depend upon
the mix of elections and the average closing price of the PeopleSoft Common
Stock applicable on the expiration of the offer.
KEY ASSUMPTIONS:
For purposes of the examples below, we have assumed the following:
- TOTAL NUMBER OF SHARES OUTSTANDING = 122,426,664 (BASED ON SHARES
OUTSTANDING AS OF THE DATE OF THE MERGER AGREEMENT)
- AVERAGE CLOSING PRICE OF PEOPLESOFT COMMON STOCK = $17.00
The average closing price is equal to the average closing price of
PeopleSoft Common Stock as reported on the Nasdaq National Market for the five
consecutive trading days immediately prior to (and excluding) the second trading
day before the expiration of the offer. The cash offer price is equal to
$7.05 + 0.43 X average closing price. The stock offer price is equal to the cash
offer price divided by the average closing price. In the examples below, the
cash offer price and the stock offer price are as follows:
- RESULTING CASH OFFER PRICE = $7.05 + 0.43 X $17.00 = $14.36
- RESULTING STOCK OFFER PRICE = $14.36 / $17.00 = APPROXIMATELY 0.8447X
Assume in the following examples that 95% of the Shares are tendered. The
consideration for distribution in the offer will be as set forth below.
- The total number of Shares tendered is 122,426,664 X 95% = 116,305,331.
- The total amount of shares of PeopleSoft Common Stock that can be issued
to accepted Shares is 122,426,664 X 0.43 X 95% = 50,011,292 shares.
- The total amount of cash issuable to accepted Shares is
122,426,664 X $7.05 X 95% =
$819,952,582.
CASE 1: 60% OF THOSE THAT TENDER ELECTED CASH AND 40% OF THOSE THAT TENDER
ELECTED STOCK.*
Resulting Consideration Paid
- Those J.D. Edwards stockholders electing stock receive full consideration
in PeopleSoft Common Stock.
-- The maximum number of Shares that could be paid in stock in the offer
is 0.43 X 116,305,331 / 0.8447 = 59,205,981.
-- The number of Shares electing stock is
116,305,331 X 40% = 46,522,132.
- This number is less than the maximum number of Shares that could
be paid in stock (46,522,132 < 59,205,981).
- Therefore, every stock-electing Share receives its full
consideration in PeopleSoft Common Stock. Every stock-electing
Share will receive 0.8447 of a share of PeopleSoft Common Stock,
which represents a value of $14.36 (0.8447 X $17.00 = $14.36).
- Those Shares electing cash will receive partial consideration in cash and
partial consideration in PeopleSoft Common Stock.
-- The maximum number of Shares that could be paid in cash in the offer
is $7.05 X 116,305,331 / $14.36 = 57,099,762.
-- The number of Shares electing cash is 116,305,331 X 60% = 69,783,198.
- This number is greater than the maximum number of Shares that could
be paid in cash (69,783,198 > 57,099,762).
- Therefore, only 81.8% (57,099,762 / 69,783,198 = 81.8%) of the
requested amount can be delivered as cash consideration to those
J.D. Edwards stockholders electing cash.
-- Each cash-electing Share will receive 81.8% of the cash offer price
of $14.36, or $11.75.
-- The remaining consideration must be delivered in PeopleSoft Common
Stock equal to 0.8447 X (1-0.818) = 0.1535 of a share of PeopleSoft
Common Stock.
-- Therefore, each cash-electing Share will receive 0.1535 of a share of
PeopleSoft Common Stock in addition to the $11.75 in cash to deliver
the full $14.36 of consideration.
CASE 2: 40% OF THOSE THAT TENDER ELECTED CASH AND 60% OF THOSE THAT TENDER
ELECTED STOCK.*
Resulting Consideration Paid
- Those Shares electing stock receive partial consideration in PeopleSoft
Common Stock and partial consideration in cash.
-- The number of Shares electing stock is 116,305,331 X 60%, or
69,783,198.
- This number is greater than the maximum number of Shares that
could be paid in stock (69,783,198 > 59,205,981).
- Every stock-electing Share will therefore receive a portion of
the full $14.36 consideration in cash.
- Every stock-electing Share will therefore receive 0.7167 of a
share of PeopleSoft Common Stock (59,205,981/69,783,198 X stock
offer price of 0.8447 = 0.7167) which represents a value of
$12.18 (0.7167 X $17.00 = $12.18).
- ---------------
* Note: All calculations are rounded to the nearest whole number. Figures
may not add exactly due to rounding.
2
- The remaining consideration equal to the cash offer price of
$14.36 X (1 - 0.848) = $2.18 must therefore be delivered in cash
in order to meet the required $14.36 value per Share.
- Those Shares electing cash receive full consideration in cash.
-- The number of tendering Shares electing cash is 116,305,331 X 40%,
or 46,522,132.
- This number is less than the maximum number of Shares that could
be paid in cash (46,522,132 < 57,099,762).
- Therefore, each cash-electing Share will receive the full $14.36
of consideration in cash.
CASE 3: 60% OF THOSE THAT TENDER ELECTED CASH, 20% OF THOSE THAT TENDER ELECTED
STOCK, AND 20% OF THOSE THAT TENDER MADE NO ELECTION.*
Resulting Consideration Paid
- Those Shares electing stock receive full consideration in PeopleSoft
Common Stock.
-- The number of Shares tendering and electing stock is
116,305,331 X 20%, or 23,261,066.
-- This number is less than the maximum number of Shares that can be
paid in stock (23,261,066 < 59,205,981).
-- Therefore, each stock-electing Share will receive full consideration
in PeopleSoft Common Stock.
-- For each Share tendered, 0.8447 of a share of PeopleSoft Common Stock
will be issued (0.8447 X $17.00) to deliver the full $14.36 of
consideration.
- Those Shares electing cash receive partial consideration in cash and
partial consideration in PeopleSoft Common Stock.
-- The number of Shares electing cash is 116,305,331 X 60%, or
69,783,198.
-- This number exceeds the maximum number of Shares that could be paid
in cash (69,783,198 > 57,099,762).
-- Therefore, only 81.8% (57,099,762/69,783,198) of the requested amount
can be delivered as consideration to those J.D. Edwards stockholders
electing cash.
-- Each cash-electing Share will receive 81.8% of the cash offer price
of $14.36, or $11.75.
-- The remaining consideration must be delivered in PeopleSoft Common
Stock equal to 0.8447 X (1 - 0.818) = 0.1535 of a share of PeopleSoft
Common Stock.
-- Each cash-electing Share will therefore receive 0.1535 of a share of
PeopleSoft Common Stock (worth $2.61) in addition to the $11.75 in
cash to deliver the full $14.36 of consideration.
- Tendered but non-electing Shares receive full consideration in PeopleSoft
Common Stock.
-- Under this scenario, 23,261,066 Shares have not elected a
consideration preference (116,305,331 X 20%).
-- Since only 23,261,066 Shares elected stock, which is less than
59,205,981, the maximum number of Shares that can be paid in stock,
then the Shares who have not made an election will be treated in the
same manner as the stock-electing Shares.
-- Those non-electing Shares will each receive 0.8447 of a share of
PeopleSoft Common Stock.
3
CASE 4: 40% OF THOSE THAT TENDER ELECTED CASH, 40% OF THOSE THAT TENDER ELECTED
STOCK, AND 20% OF THOSE THAT TENDER MADE NO ELECTION.*
Resulting Consideration Paid
- Those Shares electing stock receive full consideration in PeopleSoft
Common Stock.
-- The number of Shares tendering and electing stock is
116,305,331 X 40% = 46,522,132.
-- This number is less than the maximum number of Shares that can be
paid in stock (46,522,132 < 59,205,981), so all those stock-electing
Shares receive full consideration in PeopleSoft Common Stock.
-- For each Share tendered, 0.8447 of a share of PeopleSoft Common Stock
will be issued (0.8447 X $17.00) to deliver the full $14.36 of
consideration.
-- The number of shares of PeopleSoft Common Stock to be issued for
these Shares is 39,297,245.
- Those Shares electing cash receive full consideration in cash.
-- The number of Shares electing cash is 116,305,331 X 40% = 46,522,132.
-- This number is less than the maximum number of Shares that could be
paid in cash (46,522,132 < 57,099,762).
-- Therefore, each cash-electing Share will receive the full
consideration of $14.36.
-- The amount of cash paid for these Shares is $668,057,815.00.
- Tendered but non-electing Shares will receive partial consideration in
cash and partial consideration in PeopleSoft Common Stock.
-- The number of Shares who tendered but did not make an election is
116,305,331 X 20% = 23,261,066.
-- Under this scenario, $151,894,767 in cash remains for issuance
($819,952,582 - $668,057,815).
-- Under this scenario, 10,714,047 shares of PeopleSoft Common Stock
remain for issuance (50,011,292 - 39,297,245).
-- $151,894,761 and 10,714,047 shares of PeopleSoft Common Stock will
be allocated among the 23,261,066 Shares which have been tendered
but for no election was made, as follows:
-- $151,894,767 / 23,261,066 = $6.53; and
-- 10,714,047 / 23,261,066 = 0.4606 of a share of PeopleSoft Common
Stock.
-- Therefore, each Share that has been tendered but for which no
election was made will be exchanged for $6.53 plus 0.4606 of a
share of PeopleSoft Common Stock (with a value of
0.4606 X $17 = $7.83) for a total consideration with a value of
$14.36.
As discussed above, the average closing price for purposes of allocating
the offer consideration will be determined by the average closing price of
PeopleSoft Common Stock as reported on the Nasdaq National Market for the five
consecutive trading day period ending immediately prior to (and excluding) the
second trading day before the expiration of the offer.
4
The following table illustrates the allocation of the offer consideration
for different values of PeopleSoft Common Stock based on the four examples above
for different percentages of cash-electing Shares, stock-electing Shares and
non-electing Shares.
<Table>
<Caption>
60% CASH/40% STOCK-ELECTING SHARES 40% CASH/60% STOCK-ELECTING SHARES
------------------------------------ ------------------------------------
EACH CASH-ELECTING EACH STOCK- EACH CASH-ELECTING EACH STOCK-
AVERAGE CASH STOCK SH. ELECTING SH. SH. ELECTING SH.
CLOSING OFFER OFFER ------------------ --------------- ------------------ ---------------
PRICE PRICE PRICE CASH STOCK CASH STOCK CASH STOCK CASH STOCK
- ------- ------ ----- -------- ------- ------ ------ -------- ------- ------ ------
$10.00 $11.35 1.135x $11.35 0.000x $0.60 1.075x $11.35 0.000x $4.18 0.717x
$11.00 $11.78 1.071x $11.75 0.003x $0.00 1.071x $11.78 0.000x $3.90 0.717x
$12.00 $12.21 1.018x $11.75 0.038x $0.00 1.018x $12.21 0.000x $3.61 0.717x
$13.00 $12.64 0.972x $11.75 0.068x $0.00 0.972x $12.64 0.000x $3.32 0.717x
$14.00 $13.07 0.934x $11.75 0.094x $0.00 0.934x $13.07 0.000x $3.04 0.717x
$15.00 $13.50 0.900x $11.75 0.117x $0.00 0.900x $13.50 0.000x $2.75 0.717x
$16.00 $13.93 0.871x $11.75 0.136x $0.00 0.871x $13.93 0.000x $2.46 0.717x
$17.00 $14.36 0.845x $11.75 0.154x $0.00 0.845x $14.36 0.000x $2.18 0.717x
$18.00 $14.79 0.822x $11.75 0.169x $0.00 0.822x $14.79 0.000x $1.89 0.717x
$19.00 $15.22 0.801x $11.75 0.183x $0.00 0.801x $15.22 0.000x $1.60 0.717x
$20.00 $15.65 0.783x $11.75 0.195x $0.00 0.783x $15.65 0.000x $1.32 0.717x
$21.00 $16.08 0.766x $11.75 0.206x $0.00 0.766x $16.08 0.000x $1.03 0.717x
$22.00 $16.51 0.750x $11.75 0.216x $0.00 0.750x $16.51 0.000x $0.74 0.717x
$23.00 $16.94 0.737x $11.75 0.226x $0.00 0.737x $16.94 0.000x $0.46 0.717x
$24.00 $17.37 0.724x $11.75 0.234x $0.00 0.724x $17.37 0.000x $0.17 0.717x
$25.00 $17.80 0.712x $11.75 0.242x $0.00 0.712x $17.63 0.007x $0.00 0.712x
</Table>
<Table>
<Caption>
60% CASH/20% STOCK/20% NON-ELECTING SHARES 40% CASH/40% STOCK/20% NON-ELECTING SHARES
---------------------------------------------- -----------------------------------------------
EACH CASH- EACH STOCK- EACH NON- EACH CASH- EACH STOCK- EACH NON-
AVERAGE CASH STOCK ELECTING SH. ELECTING SH. ELECTING SH. ELECTING SH. ELECTING SH. ELECTING SH.
CLOSING OFFER OFFER -------------- ------------- ------------- -------------- ------------- --------------
PRICE PRICE PRICE CASH STOCK CASH STOCK CASH STOCK CASH STOCK CASH STOCK CASH STOCK
- ------- ------ ----- ------ ----- ----- ----- ----- ----- ------ ----- ----- ----- ------ -----
$10.00 $11.35 1.135x $11.35 0.000x $0.60 1.075x $0.60 1.075x $11.35 0.000x $0.60 1.075x $12.55 0.000x
$11.00 $11.78 1.071x $11.75 0.003x $0.00 1.071x $0.00 1.071x $11.78 0.000x $0.00 1.071x $11.69 0.008x
$12.00 $12.21 1.018x $11.75 0.038x $0.00 1.018x $0.00 1.018x $12.21 0.000x $0.00 1.018x $10.83 0.115x
$13.00 $12.64 0.972x $11.75 0.068x $0.00 0.972x $0.00 0.972x $12.64 0.000x $0.00 0.972x $ 9.97 0.205x
$14.00 $13.07 0.934x $11.75 0.094x $0.00 0.934x $0.00 0.934x $13.07 0.000x $0.00 0.934x $ 9.11 0.283x
$15.00 $13.50 0.900x $11.75 0.117x $0.00 0.900x $0.00 0.900x $13.50 0.000x $0.00 0.900x $ 8.25 0.350x
$16.00 $13.93 0.871x $11.75 0.136x $0.00 0.871x $0.00 0.871x $13.93 0.000x $0.00 0.871x $ 7.39 0.409x
$17.00 $14.36 0.845x $11.75 0.154x $0.00 0.845x $0.00 0.845x $14.36 0.000x $0.00 0.845x $ 6.53 0.461x
$18.00 $14.79 0.822x $11.75 0.169x $0.00 0.822x $0.00 0.822x $134.79 0.000x $0.00 0.822x $ 5.67 0.507x
$19.00 $15.22 0.801x $11.75 0.183x $0.00 0.801x $0.00 0.801x $15.22 0.000x $0.00 0.801x $ 4.81 0.548x
$20.00 $15.65 0.783x $11.75 0.195x $0.00 0.783x $0.00 0.783x $15.65 0.000x $0.00 0.783x $ 3.95 0.585x
$21.00 $16.08 0.766x $11.75 0.206x $0.00 0.766x $0.00 0.766x $16.08 0.000x $0.00 0.766x $ 3.09 0.619x
$22.00 $16.51 0.750x $11.75 0.216x $0.00 0.750x $0.00 0.750x $16.51 0.000x $0.00 0.750x $ 2.23 0.649x
$23.00 $16.94 0.737x $11.75 0.226x $0.00 0.737x $0.00 0.737x $16.94 0.000x $0.00 0.737x $ 1.37 0.677x
$24.00 $17.37 0.724x $11.75 0.234x $0.00 0.724x $0.00 0.724x $17.37 0.000x $0.00 0.724x $ 0.51 0.703x
$25.00 $17.80 0.712x $11.75 0.242x $0.00 0.712x $0.00 0.712x $17.63 0.007x $0.00 0.712x $ 0.00 0.712x
</Table>
The Schedule TO states that the principal executive offices of PeopleSoft
and the Purchaser are located at 4460 Hacienda Drive, Pleasanton, California,
94588.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The information under the heading "Background of the Offer" in Item 4 is
hereby amended and restated as follows:
As a regular part of our respective business plans, the Company and
PeopleSoft have from time to time each considered opportunities for expanding
and strengthening our respective technology, products, research and development
capabilities and distribution channels, including strategic acquisitions,
business combinations, investments, licensing and development agreements and
joint ventures.
Although PeopleSoft and J.D. Edwards did not have any prior business
understandings or relationships, during the past several years, PeopleSoft's
senior management and that of J.D. Edwards have made periodic inquiries to each
other regarding whether a strategic transaction between the parties would be
mutually beneficial.
In November 1998, members of PeopleSoft's senior management met with
members of senior management of J.D. Edwards to discuss a potential business
combination between PeopleSoft and J.D. Edwards. During the winter of 2000, and
again in the fall of 2001, additional meetings were held to discuss a potential
strategic transaction between the parties, but no agreements were reached.
5
On or about June 5, 2002, Craig Conway, PeopleSoft's President and Chief
Executive Officer, contacted Larry Ellison, Oracle's Chairman and Chief
Executive Officer, to determine whether Oracle would be interested in selling
its enterprise applications business to PeopleSoft. On that date, Oracle and
PeopleSoft entered into a mutual nondisclosure agreement. On the following day,
June 6, 2002, Ram Gupta, PeopleSoft's Executive Vice President, Products and
Technology, Peter Gassner, Rick Bergquist, PeopleSoft's Senior Vice President
and Chief Technology Officer, and Kevin Parker, PeopleSoft's Senior Vice
President and Chief Financial Officer, met in person with Safra Catz, Executive
Vice President of Oracle, and other representatives of Oracle, to discuss the
matter. The parties were unable to agree on the terms of any potential sale of
Oracle's enterprise applications business to PeopleSoft. Shortly thereafter, Mr.
Conway and Mr. Ellison had a brief telephone conversation in which they
concluded that they could not agree on mutually acceptable terms to such a
transaction. There have been no further discussions between Oracle and
PeopleSoft on this subject since that time.
In October and November 2002, senior members of PeopleSoft's management and
that of J.D. Edwards met to further explore a potential transaction between the
parties.
On November 25, 2002, the Board of Directors met and explored options to
enhance stockholder value, including, continuing on its then current track,
consolidation with other mid-market players, changing its business model or
pursuing an upstream merger. Mr. Dutkowsky advised the Board of the meetings
held with PeopleSoft.
On December 18, 2002, a representative of Citigroup, at PeopleSoft's
request, presented an overview of the potential business combination with J.D.
Edwards to members of PeopleSoft's senior management.
On December 18, 2002, the Board of Directors met and again explored options
to enhance stockholder value and the Board authorized further discussions and
due diligence concerning a merger with PeopleSoft. On December 20, 2002, J.D.
Edwards engaged Morgan Stanley & Co. Incorporated as J.D. Edwards' financial
advisor in connection with a potential strategic transaction.
On January 28, 2003, the Board met and representatives of Morgan Stanley
presented an analysis of the current software industry dynamics, the competitive
landscape and strategic alternatives available to J.D. Edwards, including
continuing merger discussions with PeopleSoft.
On February 2, 2003, members of senior management of both parties met in
Denver, Colorado to further discuss the possible business combination, and on
February 3, 2003, Mr. Dutkowsky reviewed with the Board a summary of those
discussions.
From February 4, 2003 to February 24, 2003, PeopleSoft and J.D. Edwards
exchanged preliminary information regarding valuation.
On February 19, 2003, the Board of Directors met with representatives of
Morgan Stanley and reviewed discussions with PeopleSoft regarding proposed stock
exchange ratios, exchange ratio premiums and the estimated savings from the cost
synergies from the merged operations. After discussion of strategic alternatives
available, the Board authorized further discussions with PeopleSoft.
On February 24, 2003, PeopleSoft formally engaged Citigroup as its
financial advisor in connection with a potential strategic combination with J.D.
Edwards.
On February 25, 2003, Mr. Parker reviewed with PeopleSoft's board of
directors the status of discussions and the rationale for the merger. A
representative of the law firm of Gibson, Dunn & Crutcher LLP reviewed with the
board its legal duties in considering a transaction of this nature. After
discussion, the board authorized further discussions and diligence concerning a
merger with J.D. Edwards.
During March 2003 discussions continued, but the parties were unable to
come to agreement and terminated discussions in early April.
On May 2, 2003, Messrs. Conway and Dutkowsky held a conversation regarding
a potential strategic transaction.
6
On May 5, 2003, Mr. Dutkowsky discussed his May 2nd conversation with Mr.
Conway with the Board of Directors in a special telephonic meeting, and the
Board authorized management to continue discussions with PeopleSoft regarding a
potential strategic transaction. On May 11, 2003, Messrs. Conway and Dutkowsky
held a telephone conversation and agreed to move forward with merger
negotiations.
During the period commencing on May 12, 2003 through June 1, 2003, the
parties, their financial advisors and their legal counsel conducted intensive
due diligence.
On May 15, 2003, the Board of Directors held a special telephonic meeting
at which the proposed merger was discussed and considered. At the meeting, J.D.
Edwards management and representatives of Morgan Stanley made presentations to
the Board regarding the proposed business combination. Representatives of the
law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation presented
an extensive review of the terms of the proposed merger. Following the
presentations, and after discussion, the Board directed management and counsel
to pursue further negotiations regarding the proposed merger and the original
merger agreement.
On May 16, 2003, PeopleSoft and J.D. Edwards executed a new mutual
non-disclosure agreement and, as an inducement for PeopleSoft to commit its time
and resources to perform a due diligence review of J.D. Edwards and enter into
discussions regarding the proposed business combination, J.D. Edwards entered
into a 13-day exclusivity arrangement.
On May 16, 2003, PeopleSoft's counsel sent a preliminary draft merger
agreement to J.D. Edwards' counsel. On May 19, 2003, PeopleSoft and J.D. Edwards
executed an addendum to the mutual non-disclosure agreement relating to highly
sensitive competitive information.
On May 19, 2003, PeopleSoft's board of directors held a special meeting at
which the proposed merger was discussed and considered. Director Fanzilli was
not present at the meeting due to a family illness. A representative of Gibson,
Dunn & Crutcher LLP was also present at this meeting and reviewed with the
directors their legal duties in considering the proposed merger. At the meeting,
PeopleSoft's management and representatives of Citigroup Global Markets made
presentations to the board regarding J.D. Edwards, the opportunities for a
combined company and certain proposed terms of a business combination. Following
the presentations, and after discussion, PeopleSoft's board approved proceeding
with diligence and negotiation with representatives of J.D. Edwards.
On May 20, 2003, senior members of PeopleSoft's management and J.D.
Edwards' management, and representatives of Gibson, Dunn & Crutcher LLP, Wilson
Sonsini Goodrich & Rosati, Professional Corporation, Citigroup and Morgan
Stanley met to discuss the proposed original merger agreement at the offices of
Wilson Sonsini Goodrich & Rosati, Professional Corporation, in Palo Alto,
California. Based on those discussions a new draft of the original merger
agreement was prepared and distributed to the parties.
On May 23, 2003, the Board of Directors held a special meeting at which the
proposed merger was discussed and considered. At the meeting, J.D. Edwards
management and representatives of Morgan Stanley reviewed various issues with
the Board regarding the proposed business combination. Representatives of Wilson
Sonsini Goodrich & Rosati, Professional Corporation, presented an extensive
review of the terms of the proposed original merger agreement as well as the
directors' legal duties in considering the proposed merger. Management made
extensive presentations about the results of the due diligence review, the
benefits of the business combination and integration issues.
On May 27, 2003, PeopleSoft's board of directors held a regular meeting at
which the proposed merger was discussed and considered. At the meeting,
PeopleSoft's management and representatives of Citigroup made presentations to
the board regarding the proposed business combination. A representative of
Gibson, Dunn & Crutcher LLP was also present at this meeting, and presented a
summary of the original merger agreement and the status of negotiations.
Management made extensive presentations concerning J.D. Edwards and integration
issues at the meeting. Citigroup also reviewed issues relating to fairness with
the board and gave its preliminary opinion that, as of that date, the exchange
ratio in the original merger agreement was fair, from a financial point of view,
to PeopleSoft. Following the presentations, and after discussion, PeopleSoft's
7
board directed management and counsel to pursue further negotiations regarding
the original merger agreement and the proposed merger.
On May 28, 2003, the Board of Directors held a special meeting at which the
proposed merger was discussed and considered. At the meeting, J.D. Edwards
management and J.D. Edwards' legal and financial advisors reviewed with the
Board the proposed business combination and the proposed original merger
agreement.
Between May 28, 2003 and May 31, 2003, offers of employment with the
combined company were made by PeopleSoft to senior management of J.D. Edwards
and the terms of employment were negotiated by the parties. PeopleSoft also
discussed with J.D. Edwards the proposed amendment to its change in control plan
and the Board amended the plan on June 1, 2003. These amendments were made in
connection with the original merger agreement and were not changed in connection
with the negotiation of the Merger Agreement. See the section of the Prospectus
entitled "Background of the Offer and the Merger -- Interests of Certain Persons
in the Merger."
PeopleSoft's board of directors held a special meeting by conference
telephone call on May 28, 2003 to obtain an update regarding the status of
negotiations and to discuss open issues on the original merger agreement and
related documents.
On May 31, 2003, PeopleSoft's board of directors held a special telephonic
meeting at which the proposed merger was discussed and considered. At the
meeting, PeopleSoft's management and representatives of Citigroup made
presentations to the board regarding the proposed business combination. A
representative of Gibson, Dunn & Crutcher LLP was also present at this meeting.
Citigroup presented its fairness opinion regarding the proposed transaction to
the board. The board also discussed, with the input of management and legal
counsel, final remaining open issues in the original merger agreement. Following
the presentations, and after discussion, PeopleSoft's board unanimously approved
the original merger agreement and the transactions contemplated by the original
merger agreement in substantially the form presented to the board and authorized
senior members of PeopleSoft's management to finalize and execute the original
merger agreement and the other agreements contemplated thereby on behalf of
PeopleSoft.
On May 31, 2003, counsel for PeopleSoft and J.D. Edwards' counsel
negotiated the original merger agreement.
On June 1, 2003, the Board of Directors held a special meeting at which the
proposed merger was discussed and considered. At the meeting, J.D. Edwards
management and representatives of Morgan Stanley made presentations to the Board
regarding the proposed business combination. Morgan Stanley presented its
financial fairness opinion regarding the consideration to be paid pursuant to
the proposed transaction to the Board. Representatives of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, provided a detailed summary of the
final terms of the original merger agreement. Following the presentations, and
after discussion, the Board unanimously approved the original merger agreement
and the transactions contemplated by the original merger agreement in
substantially the form presented to the Board and determined the original merger
agreement to be in the best interests of the J.D. Edwards stockholders and
authorized senior members of its management to finalize and execute the original
merger agreement and the other agreements contemplated thereby on behalf of J.D.
Edwards.
On June 1, 2003, counsel for PeopleSoft and J.D. Edwards' counsel finalized
the original merger agreement and, thereafter, the original merger agreement,
voting agreements and certain employment agreements were executed by the
relevant parties.
PeopleSoft and J.D. Edwards publicly announced the proposed transaction and
its material terms in the early morning of June 2, 2003.
Four days later, on June 6, 2003, Oracle announced its intention to
commence a tender offer beginning on June 9, 2003 for all issued and outstanding
PeopleSoft Common Stock, which is referred to as the "Oracle Offer," at a price
of $16 per share.
8
Oracle also delivered a letter to PeopleSoft announcing its intention to
commence the Oracle Offer and requesting that the board of directors redeem or
render inapplicable all outstanding preferred stock purchase rights. The letter
also stated that Oracle was prepared to meet with PeopleSoft's management to
discuss the Oracle Offer.
On June 6, 2003, PeopleSoft filed a press release regarding the anticipated
Oracle Offer. The release was filed with the SEC as a preliminary communication
filed under cover of Schedule 14D-9.
In response to Oracle's June 6 announcement, PeopleSoft contacted Citigroup
and Goldman, Sachs & Co. to render financial advice to the board of directors in
connection with, among other things, any tender offer commenced by Oracle. In
addition, the board of directors retained Gibson, Dunn & Crutcher LLP to render
legal advice in connection with any such tender offer.
On June 8, 2003, PeopleSoft's board of directors and its financial and
legal advisors met to discuss Oracle's June 6 announcements and to establish
procedures for thoroughly and diligently evaluating the terms of the Oracle
Offer, once announced. At that meeting, PeopleSoft's board of directors formed a
committee of independent directors which was charged with evaluating the terms
of the Oracle Offer, in consultation with the financial and legal advisors
engaged by PeopleSoft's board of directors to render financial advice and legal
advice in connection with, among other things, any tender offer commenced by
Oracle. PeopleSoft's board of directors retained Goldman, Sachs & Co. and
Citigroup as its financial advisors with respect to such matters and PeopleSoft
subsequently executed a written engagement letter with each financial advisor.
On June 9, 2003, Oracle and its subsidiary commenced their tender offer. The
Oracle Offer, as described, is currently pending.
On June 9, 2003, the Board held a special meeting to discuss the Oracle
Offer, PeopleSoft's response to the tender offer and potential responses by J.D.
Edwards. At the invitation of the Board, representatives of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, and Morgan Stanley attended and
discussed with the Board a range of legal and strategic issues related to the
Oracle Offer, including its potential impact on the merger. Also on June 9,
Oracle delivered a letter to PeopleSoft expressing concern that PeopleSoft had
taken a negative position on the Oracle Offer reaffirming its offer to meet with
PeopleSoft's board of directors and requesting that PeopleSoft redeem its
preferred stock rights plan.
On June 11, 2003, after careful consideration, including consultation with
management and its financial and legal advisors, and upon the unanimous
recommendation of the committee of independent directors, PeopleSoft's board of
directors unanimously concluded that the Oracle Offer would undoubtedly face
lengthy antitrust scrutiny, with a significant likelihood that the necessary
approval would not be granted, that the delays and uncertainties created by the
Oracle Offer, coupled with Oracle's stated intent to discontinue PeopleSoft's
market-leading products, represent a substantial threat to stockholder value,
and that the unsolicited and hostile nature of the Oracle Offer, combined with
Oracle's statements, was designed to disrupt PeopleSoft's strong momentum at
significant cost to PeopleSoft and its employees and customers. For these and
other reasons more fully set forth in PeopleSoft's Schedule 14D-9, the board of
directors of PeopleSoft determined that the Oracle Offer was not in the best
interests of PeopleSoft's stockholders and unanimously recommended that
PeopleSoft's stockholders reject the Oracle Offer and not tender their shares to
Oracle to purchase pursuant to the offer.
At a special meeting held by conference telephone call on June 11, 2003,
PeopleSoft's board of directors reaffirmed its support of the acquisition of
J.D. Edwards, and the Board reaffirmed its support of the merger at a special
telephonic meeting on June 12, 2003. At the direction of PeopleSoft's board of
directors and the Board, from June 13 to June 15, 2003, senior members of
PeopleSoft's management team and representatives of Gibson, Dunn & Crutcher LLP,
Citigroup and Goldman Sachs met with senior members of management of J.D.
Edwards and representatives of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, and Morgan Stanley in Palo Alto, California to discuss and
negotiate amendments to the original merger agreement.
At a special meeting held by conference telephone call on June 15, 2003,
PeopleSoft's board, by the unanimous vote of the directors, approved the Merger
Agreement and the transactions contemplated thereby,
9
including the offer and the merger, and determined that the transactions
contemplated by the Merger Agreement, including the offer and the merger, were
advisable to PeopleSoft's stockholders. Citigroup rendered its opinion that, as
of that date and based upon the various considerations set forth in the opinion,
the consideration to be paid by PeopleSoft in the offer and subsequent merger is
fair, from a financial point of view, to PeopleSoft.
On June 15, 2003, the Board of Directors held a special telephonic meeting
at which the proposed Merger Agreement, and transactions contemplated thereby,
were discussed and considered. At the meeting, J.D. Edwards management and
representatives of Morgan Stanley and Wilson Sonsini Goodrich & Rosati,
Professional Corporation, made presentations to the Board regarding the proposed
Merger Agreement, and the transactions contemplated thereby, and the potential
impact on J.D. Edwards, the stockholders of J.D. Edwards and the merger. Morgan
Stanley presented its revised fairness opinion regarding the proposed amended
transaction to the Board. Representatives of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, provided a detailed summary of the final terms of the
Merger Agreement, and the transactions contemplated thereby. Following the
presentations, and after discussion, the Board unanimously approved the Merger
Agreement and the transactions contemplated thereby in substantially the form
presented to the Board and determined the Merger Agreement, the offer and the
merger to be in the best interests of the J.D. Edwards stockholders and
authorized senior members of its management to finalize and execute the Merger
Agreement and the other agreements contemplated thereby on behalf of J.D.
Edwards. The Board also voted unanimously to recommend that the J.D. Edwards
stockholder accept the offer, tender their Shares pursuant to the offer and
approve the merger and the Merger Agreement.
The Merger Agreement is designed to allow the two companies to accelerate
the completion of the transaction and bring forward the benefits of their
combination. PeopleSoft's board of directors believes that the transactions
contemplated by the Merger Agreement provide several benefits to its
stockholders, including, among others:
- the Merger Agreement reaffirms the commitment of PeopleSoft and J.D.
Edwards to combine;
- the Merger Agreement provides an opportunity to complete the transaction
in a more timely fashion;
- the amended terms of the transaction will minimize customer uncertainty
arising from the Oracle Offer and enable PeopleSoft and J.D. Edwards to
speed their integration plans and the substantial benefits of the
combination; and
- the cash portion of the consideration reduces the dilution to
PeopleSoft's stockholders, increases the certainty of the value of the
transaction to J.D. Edwards stockholders and, at the same time, increases
the accretion to PeopleSoft's earnings per share for the benefit of all
stockholders.
PeopleSoft and J.D. Edwards publicly announced the revised transaction, the
anticipated exchange offer and its material terms during the morning of June 16,
2003.
ITEM 8. ADDITIONAL INFORMATION
The information under the heading "Recent Developments" in Item 8 is hereby
amended and restated as follows:
On June 6, 2003, Oracle Corporation announced that it intended to commence
a cash tender offer to purchase all of the outstanding shares of PeopleSoft for
$16 per share, or approximately $5.1 billion.
On June 8, 2003, PeopleSoft's board of directors discussed Oracle's June 6
announcement and formed a committee of non-management directors, comprised of
Frank J. Fanzilli, Jr., Steven D. Goldby, A. George Battle and Cyril J.
Yansouni, to evaluate and assess the terms of Oracle's tender offer, once
announced, in consultation with PeopleSoft's board of directors' financial and
legal advisors, and make a recommendation to its board.
10
On June 9, 2003, Oracle Corporation and Pepper Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of Oracle, filed a Tender Offer
Statement on Schedule TO with the SEC in connection with the Oracle offer.
On June 9, 2003 a purported class action lawsuit was filed in District
Court, County of Jefferson, Colorado by J.D. Edwards stockholders against J.D.
Edwards' directors and officers alleging breaches of fiduciary duty by such
persons and seeking, among other remedies, to enjoin the transactions
contemplated by the merger. The Company believes that the plaintiff's claims are
wholly without merit and will defend against them vigorously.
On June 11, 2003, PeopleSoft's board of directors, including all of the
members of the transaction committee, met with management and the PeopleSoft
board's financial and legal advisors to further consider and discuss the Oracle
offer. After careful consideration, including consultation with management and
the board's financial and legal advisors, the committee unanimously concluded
that the Oracle offer dramatically undervalued PeopleSoft, would undoubtedly
face lengthy antitrust scrutiny, with a significant likelihood that the
necessary approval would not be granted, that the delays and uncertainties
created by Oracle's tender offer, coupled with Oracle's stated intent to
discontinue our market-leading products, represented a substantial threat to
stockholder value, and that the unsolicited and hostile nature of Oracle's
tender offer, combined with Oracle's statements, was designed to disrupt
PeopleSoft's strong momentum at significant cost to PeopleSoft and its
customers. For these and other reasons more fully described in PeopleSoft's
Solicitation/Recommendation on Schedule 14D-9, the committee determined that the
Oracle offer was not in the best interests of PeopleSoft's stockholders and
unanimously recommended to the full board of directors that the full board, in
turn, recommend that PeopleSoft's stockholders reject the Oracle tender offer
and not tender their shares to Oracle for purchase. The full PeopleSoft board of
directors concurred with the committee and, having determined that the Oracle
tender offer was not in the best interests of PeopleSoft's stockholders,
unanimously recommended that PeopleSoft's stockholders reject the offer.
PeopleSoft publicly announced the PeopleSoft board's recommendation on June 12,
2003.
In response to the Oracle offer, on June 12, 2003, J.D. Edwards filed a
suit in California Superior Court in the County of San Mateo against Oracle
Corporation, Pepper Acquisition Corp. and two of Oracle's executives alleging
violations of California's Business and Professions Code Section 17200 et seq.,
intentional interference with prospective economic advantage and negligent
interference with prospective economic advantage. The suit seeks compensatory
and exemplary damages, as well as preliminary and permanent injunctive relief
enjoining the defendants from proceeding with Oracle's proposed tender offer,
taking or attempting to take any other steps to acquire control of PeopleSoft or
J.D. Edwards, and otherwise interfering with the completion of the proposed
acquisition of J.D. Edwards by PeopleSoft. On June 16, 2003, the Company filed a
motion for expedited discovery and a preliminary injunction hearing. On June 17,
2003, Oracle filed a notice of removal of the action to the United States
District Court, Northern District of California, San Francisco/Oakland Division.
On June 18, 2003, the Company filed a motion to remand the action back to San
Mateo County Superior Court. The United States District Court granted our motion
to remand on June 20, 2003.
On June 12, 2003, J.D. Edwards filed a suit in District Court for the City
and County of Denver, Colorado against Oracle Corporation and its wholly owned
subsidiary, Pepper Acquisition Corp., alleging claims for tortious interference
with contract and prospective business relations. The suit seeks, among other
things, compensatory damages of $1.7 billion and an unspecified amount of
punitive damages.
On June 13, 2003, PeopleSoft filed a suit in the California Superior Court
for the County of Alameda against Oracle Corporation and Pepper Acquisition
Corp. In that suit, PeopleSoft alleged that in connection with Oracle's proposed
tender offer, the defendants have engaged in: (1) unfair trade practices in
violation of California's Business and Professions Code; (2) acts of unlawful
interference with our contracts with our customers; (3) acts of unlawful
interference with our relationships with prospective customers; and (4) acts of
unlawful disparagement of our products and services. PeopleSoft seeks an
injunction precluding defendants' unfair trade practices and other unlawful
actions, proceeding further with the tender offer, restitution and
11
damages. On June 17, 2003 Oracle removed the case to federal district court. On
June 19, 2003, the case was remanded to the California Superior Court for the
County of Alameda.
In addition, ten stockholder lawsuits have been filed against PeopleSoft
and certain of its directors and executive officers alleging breaches of
fiduciary duties by PeopleSoft and such persons and seeking to enjoin
transactions contemplated by the merger. The California stockholder lawsuits
have been stayed. A plaintiff in one of the Delaware stockholder lawsuits has
filed a motion for preliminary injunction.
On June 18, 2003, Oracle Corporation announced that it had amended its
offer to purchase all of the outstanding stock of PeopleSoft by increasing the
purchase price from $16.00 to $19.50 per share. After careful consideration,
including consultation with its management and its board's financial and legal
advisors, the PeopleSoft special committee unanimously concluded that the
previously stated reasons for rejecting the Oracle Offer remained and that the
offer consideration was inadequate. As more fully described in PeopleSoft's
amended Schedule 14D-9, the committee determined that the Oracle Offer was not
in the best interests of the PeopleSoft stockholders and unanimously recommended
to the full PeopleSoft board that it recommend that PeopleSoft stockholders
reject the Oracle Offer and not tender their shares to Oracle for purchase. The
full board of directors concurred with the committee and, having determined that
the revised Oracle Offer was not in the best interests of the stockholders,
unanimously recommended that the PeopleSoft stockholders reject the revised
Oracle Offer. PeopleSoft publicly announced the board's recommendation on June
20, 2003.
In addition, on June 18, 2003, Oracle Corporation filed a lawsuit against
PeopleSoft, the members of its board of directors and J.D. Edwards in the
Delaware Chancery Court. The lawsuit alleges breaches of fiduciary duties
against PeopleSoft and its board of directors and seeks injunctive relief
requiring (i) rescission of the Merger Agreement; (ii) an injunction against the
offer; an order requiring PeopleSoft to redeem its rights plan or amend the plan
to permit the Oracle offer to proceed; (iii) an injunction requiring the
PeopleSoft board to take action to make Section 203 of the Delaware General
Corporation Law inapplicable to the Oracle offer; and (iv) an injunction
prohibiting PeopleSoft from implementing a recently announced customer
protection program. The claims against J.D. Edwards are based on aiding and
abetting PeopleSoft and the director defendants. The Company and PeopleSoft
answered Oracle's complaint on June 26, 2003, denying all substantive claims.
The parties are currently scheduled to confer with the Court on July 25, 2003
about further scheduling a hearing date, if necessary. PeopleSoft is therefore
not prevented from closing the offer or the merger prior to July 25, 2003 if the
respective regulatory and other conditions are met. PeopleSoft and J.D. Edwards
believe that the Oracle suit is without merit and intend to vigorously defend
this lawsuit as well as other pending litigation relating to the Oracle offer
and the offer and the merger.
On June 30, 2003, a purported shareholder class action was filed against
J.D. Edwards and the Board of Directors in Delaware Chancery Court. The action
asserts claims against the Board of Directors for alleged breaches of fiduciary
duties in connection with the Merger Agreement and seeks, among other remedies,
to enjoin the transactions contemplated by the merger. J.D. Edwards believes
that the plaintiff's claims are wholly without merit and will defend against
them vigorously.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and restated as follows:
The following exhibits are filed herewith:
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a)(1) Prospectus, dated June 19, 2003 (incorporated by reference
to the prospectus included in the registration statement on
Form S-4 of PeopleSoft, Inc. filed on June 19, 2003).
(a)(2) Letter of Transmittal (incorporated by reference to Exhibit
99.7 to the registration statement on Form S-4 of
PeopleSoft, Inc. filed on June 19, 2003).
(a)(3) Letter to holders of Common Stock of J.D. Edwards & Company,
dated June 19, 2003.*+
</Table>
12
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a)(4) Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder
(incorporated by reference to Annex A of J.D. Edwards'
Schedule 14D-9, filed June 19, 2003).
(a)(5) Joint Press Release of J.D. Edwards & Company and
PeopleSoft, Inc., dated June 1, 2003 (incorporated by
reference to J.D. Edwards' filing pursuant to Rule 425 under
the Securities Act on June 2, 2003).
(a)(6) Press release of J.D. Edwards & Company, dated June 9, 2003
(incorporated by reference to J.D. Edwards' filing pursuant
to Rule 425 under the Securities Act on June 9, 2003).
(a)(7) Press Release of J.D. Edwards & Company, dated June 12, 2003
(incorporated by reference to J.D. Edwards' filing pursuant
to Rule 425 under the Securities Act on June 12, 2003).
(a)(8) Press Release of J.D. Edwards & Company, dated June 13, 2003
(incorporated by reference to J.D. Edwards' filing pursuant
to Rule 425 under the Securities Act on June 13, 2003).
(a)(9) Press Release of PeopleSoft, Inc., dated June 13, 2003
(incorporated by reference to J.D. Edwards' filing pursuant
to Rule 425 under the Securities Act on June 13, 2003).
(a)(10) Complaint of Oracle Corporation against PeopleSoft, Inc.,
Craig A. Conway, David A. Duffield, Aneel Bhusri, Steven D.
Goldby, A. George Blatte, Frank J. Fanzilli, Cyril J.
Yansouri and J.D. Edwards & Company filed on June 18, 2003
in the Court of Chancery of the State of Delaware.+
(a)(11) Joint Press Release of J.D. Edwards & Company and
PeopleSoft, Inc., dated June 16, 2003 (incorporated by
reference to J.D. Edwards' Schedule 14D-9, filed June 16,
2003).
(a)(12) Series of Messages to Employees and Transcripts of
Multimedia Presentations made available on J.D. Edwards'
website (incorporated by reference to J.D. Edwards' filing
pursuant to Rule 425 under the Securities Act on June 25,
2003).
(a)(13) Complaint of Milton Pfeiffer, on behalf of himself and all
others similarly situated, against J.D. Edwards & Company,
Michael J. Maples, Trygve E. Myhren, Gerald Harrison, Delwin
D. Hock, Robert M. Dutkowsky, Richard E. Allen, Robert C.
Newman, and Kathleen J. Cunningham filed on June 30, 2003 in
the Court of Chancery of the State of Delaware.
(e)(1) Amended and Restated Agreement and Plan of Merger and
Reorganization among PeopleSoft, Inc., Jersey Acquisition
Corporation and J.D. Edwards & Company, dated as of June 16,
2003 (incorporated by reference to Annex A to the
registration statement on Form S-4 of PeopleSoft, Inc. filed
on June 19, 2003).
(e)(2) Form of Stockholder Voting Agreement, dated as of June 16,
2003, among PeopleSoft, Inc. and certain stockholders of
J.D. Edwards & Company (incorporated by reference to Exhibit
C to Annex A to the registration statement on Form S-4 of
PeopleSoft, Inc. filed on June 19, 2003).
(e)(3) Form of Affiliate Agreement, dated as of June 16, 2003,
among PeopleSoft, Inc. and certain affiliates of J.D.
Edwards & Company (incorporated by reference to Exhibit B to
Annex A to the registration statement on Form S-4 of
PeopleSoft, Inc. filed on June 19, 2003).
(e)(4) Opinion of Morgan Stanley to the Board of Directors of J.D.
Edwards & Company, dated June 15, 2003 (incorporated by
reference to Annex B of J.D. Edwards' Schedule 14D-9, filed
June 19, 2003).*
(e)(5) Amended Management Change in Control Plan of J.D. Edwards &
Company.+
(e)(6) Amended Employment Agreement between J.D. Edwards & Company
and Robert Dutkowsky, dated June 1, 2003.+
(e)(7) Amended Employment Agreement between J.D. Edwards & Company
and Richard Allen, dated June 1, 2003.+
(e)(8) Amended Employment Agreement between J.D. Edwards & Company
and Richard Snow, dated June 1, 2003.+
(e)(9) Form of Offer Letter for Certain Key Executive Officers of
J.D. Edwards & Company.+
(e)(10) Form of Offer Letter for Certain Employees of J.D. Edwards &
Company.+
</Table>
13
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(e)(11) J.D. Edwards & Company 1992 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.16 to J.D. Edwards
& Company's registration statement on Form S-1).
(e)(12) J.D. Edwards & Company 1997 Equity Incentive Plan
(incorporated by reference to Exhibit 10.21 to J.D. Edwards
& Company's registration statement on Form S-1).
(e)(13) J.D. Edwards & Company 2003 Equity Incentive Plan
(incorporated by reference to Appendix B to J.D. Edwards &
Company's 2003 Definitive Proxy Statement for its Annual
Meeting of Stockholders).
(e)(14) Form of Indemnification Agreement between J.D. Edwards &
Company and its Officers and Directors (incorporated by
reference to Exhibit 10.13 to J.D. Edwards & Company's
registration statement on Form S-1).
(e)(15) Form of Management Change in Control Plan, participated in
by J.D. Edwards & Company's executive officers (incorporated
by reference to Exhibit 10.17 for J.D. Edwards & Company's
Annual Report on Form 10-K for the fiscal year ended October
31, 2000).
(e)(16) Employment Agreement, dated January 2, 2002, between by J.D.
Edwards & Company and Robert M. Dutkowsky (incorporated by
reference to Exhibit 10.15 for J.D. Edwards & Company's
Annual Report on Form 10-K for the fiscal year ended October
31, 2001).
(e)(17) Employment Agreement, dated August 1, 2000, between by J.D.
Edwards & Company and Richard Allen (incorporated by
reference to Exhibit 10.16 for J.D. Edwards & Company's
Annual Report on Form 10-K for the fiscal year ended October
31, 2000).
(e)(18) Employment Agreement, dated May 3, 2002, between by J.D.
Edwards & Company and Richard Snow (incorporated by
reference to Exhibit 10.19 for J.D. Edwards & Company's
Annual Report on Form 10-K for the fiscal year ended October
31, 2002).
</Table>
- ---------------
* Included in copies mailed to stockholders of J.D. Edwards.
+ Previously filed.
14
SIGNATURE
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.
J.D. EDWARDS & COMPANY
By: /s/ RICHARD G. SNOW, JR.
------------------------------------
Name: Richard G. Snow, Jr.
Title: Vice President, General
Counsel
and Secretary
Date: July 2, 2003
15