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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
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)
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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 3 and 4 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 and July 3, 2003 (the "Statement").
Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Statement.
ITEM 3. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
The first paragraph in Item 3 is hereby amended and restated as follows:
Certain contracts, agreements, arrangements or understandings between the
Company or its affiliates with certain of its directors and executive officers
are, except as noted below, described in the Information Statement pursuant to
Rule 14f-1 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which is attached as Annex A hereto (the "Information Statement") and are
incorporated herein by reference. Except as described or referred to herein and
in Annex A, to the knowledge of the Company, as of the date hereof, there are no
material agreements, arrangements or understandings, or any actual or potential
conflicts of interest, between the Company or its affiliates and (1) the
Company, its executive officers, directors or affiliates or (2) PeopleSoft or
the Purchaser, their respective officers, directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The information under the heading "J.D. Edwards' Reasons for the Offer and
the Merger" in Item 4 is hereby amended and restated as follows:
The Board of Directors believes that the offer and the merger are
advisable, fair to and in the best interest of, J.D. Edwards and the J.D.
Edwards stockholders. At a special meeting of the Board of Directors held on
June 1, 2003, at which the original merger agreement and the transactions
relating thereto were considered and voted upon, the J.D. Edwards directors
unanimously approved the original merger agreement and the merger. On June 15,
2003, at a special meeting, the J.D. Edwards' directors unanimously approved the
offer, the Merger Agreement and the merger. The directors unanimously recommend
that the holders of Shares accept the offer, tender their Shares and approve the
Merger Agreement and the merger.
In the course of reaching its decision to approve the offer and the Merger
Agreement, the Board of Directors consulted with J.D. Edwards' management, as
well as its outside legal counsel and its financial advisors, and identified
several potential benefits for J.D. Edwards' stockholders, employees and
customers. These potential benefits include, among other things:
- the Board's judgment that the two companies have significant
complementary strengths and complementary products:
- PeopleSoft is a leader in providing enterprise applications and
services to large enterprises, and J.D. Edwards is a leader in
providing enterprise applications and services to mid-market
businesses;
- PeopleSoft has strong human resource products, and J.D. Edwards has
strong manufacturing and distribution products;
- PeopleSoft is a leading provider to the service industries, such as
financial services, telecommunications, healthcare, government and
education, and J.D. Edwards is a leading provider in manufacturing and
distribution industries, including wholesale distribution, industrial,
consumer and life sciences; asset-intensive industries; and project
and service industries, including construction and real estate;
- the combined company's potential to grow by leveraging a strong global
presence;
- the resulting business has greater global scale and expertise, along with
the opportunity for increased revenue growth and increased margins and
profits;
- the Board's judgment that the two companies have similar cultures;
- that based on the prices of J.D. Edwards and PeopleSoft Common Stock at
the time the Merger Agreement was approved by the Board, the premium of
the transaction value offered over the price of J.D. Edwards Common Stock
then prevailing in the market; and
- the ability to elect to receive stock consideration provides an
opportunity for J.D. Edwards stockholders to participate in the future
growth in value of the combined company following the merger as
stockholders of PeopleSoft.
In addition to the anticipated benefits outlined above, in the course of
its deliberations, the Board of Directors considered a number of other factors
relevant to the offer and the merger, including:
- historical information concerning J.D. Edwards and PeopleSoft and their
respective businesses, financial performance, condition, operations,
technology, management and position in their respective industries, and
information and evaluations regarding the two companies' strengths,
weaknesses and prospects, both before and after giving effect to the
offer and the merger;
- the potential effect on stockholder value of J.D. Edwards continuing as
an independent entity compared to the potential effect of a combination
with PeopleSoft in light of the other possible strategic alternatives the
Board examined;
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- the presentations of J.D. Edwards' financial advisor, Morgan Stanley &
Co. Incorporated, in connection with its opinion (which opinion is
attached to this Statement as Annex B) to the effect that, as of June 15,
2003, and subject to the assumptions, qualifications and limitations set
forth in its written opinion, the per share merger consideration to be
paid pursuant to the Merger Agreement was fair, from a financial point of
view, to holders of J.D. Edwards Common Stock;
- current financial market conditions and historical market prices,
volatility and trading information for J.D. Edwards Common Stock and
PeopleSoft Common Stock, and various factors that might affect the market
value of PeopleSoft Common Stock in the future;
- the premium represented by the offer consideration and the premiums paid
in other recent transactions that could be viewed as comparable, as well
as the negotiations between J.D. Edwards and PeopleSoft relating to the
offer consideration;
- the alternatives available to J.D. Edwards; and
- the terms of the offer, the Merger Agreement and related agreements, by
themselves and in comparison to the terms of other transactions, and the
intensive negotiations between PeopleSoft and J.D. Edwards including
their negotiations relating to the details of the Merger Agreement,
including but not limited to, the conditions to the parties' obligations
to complete the offer and the merger, the details of the "no shop"
restrictions on J.D. Edwards and the scope of J.D. Edwards "fiduciary
out" from these restrictions, the parties' termination rights, the
termination fee that J.D. Edwards may be required to pay PeopleSoft in
certain circumstances and the voting agreements.
The foregoing discussion of factors considered by the Board of Directors is
not meant to be exhaustive but includes the material factors considered by the
board in approving the Merger Agreement and the transactions contemplated by the
Merger Agreement and in recommending that stockholders accept the offer, tender
their Shares and approve the Merger Agreement and the merger. The Board of
Directors did not find it practicable to, and did not, quantify or otherwise
assign relative weights to the specific factors considered in reaching its
determination. Rather, the Board made their respective determination based on
the totality of the information presented to them, and the judgments of
individual members of the Board may have been influenced to a greater or lesser
degree by different factors.
The potential negative factors the Board of Directors considered include:
- the fact that a portion of the consideration is based on a fixed exchange
ratio means that the aggregate value of the transaction will fluctuate
subject to the changes in PeopleSoft's trading price in the public
market;
- the fact that pursuant to the Merger Agreement, J.D. Edwards is required
to obtain PeopleSoft's consent before it can take a variety of actions
between the signing and the closing of the merger;
- the risk that potential benefits and synergies sought in the merger may
not be fully realized, if at all;
- the risk that the operations of J.D. Edwards would be disrupted from
employee uncertainty following announcement of the offer and the merger;
- the risk of potential delay or reduction in customer orders;
- the risk that despite the efforts of the combined company, key technical
and management personnel of J.D. Edwards might not choose to remain
employed by the combined company;
- the possibility that the trading price or value of PeopleSoft's Common
Stock may decrease in the future;
- the adverse effect on J.D. Edwards' business, operating results and
financial condition and the effect on J.D. Edwards' ability to attract
and retain key management, marketing and technical personnel, in the
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event the offer and the merger were not consummated following public
announcement that the Merger Agreement had been entered into; and
- various other risks associated with the businesses of J.D. Edwards,
PeopleSoft and the combined company and the merger, including those
described under the section entitled "Risk Factors" in the Prospectus.
The Board of Directors concluded, however, that many of these risks could
be managed or mitigated by J.D. Edwards or by the combined company or were
unlikely to have a material impact on the offer, the merger or the combined
company, and that, overall, the risks, uncertainties, restrictions and
potentially negative factors associated with the offer and the merger were
outweighed by the potential benefits of the offer and the merger.
In approving the Merger Agreement, the Board of Directors was aware of the
interests of J.D. Edwards' management in the merger, as described in the section
of the Prospectus entitled "The Merger -- Interests of Certain Persons in the
Merger."
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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.
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Name: Richard G. Snow, Jr.
Title: Vice President, General
Counsel and Secretary
Date: July 7, 2003
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