PeopleSoft and Pete Bennett
Pete was hired to work with Vector Capital defending the hostile takeover of PeopleSoft during Oct/Nov 2004
Pete's decades long forgery and fraud encompass Richard Blum, TPG, TPG
Growth, William McGlashan, CBRE, Regency Centers, Trammel Crow, Lennar,
Catellus and Discovery Homes
My story is about witness murders, private equity, mergers, and
acquisitions linked back to the Matter of Bennett v. Southern Pacific
lost in 1989.
The above was lost in connection to Southern Pacific Chairman Philip
Anschutz, his general counsel Ric Kopf, Judge Peter Spinetta, and
defense counsel Bennett & Johnson who sold out Bennett in the
courtroom may have withheld a large part of a potential settlement in
the millions.
Bennett's relatives were murdered in 2014, his friend and daughter
murdered in 2005 and at least seven police officers.
DEBATE: Is this transaction along with others connected a blatant case of insider trading and fraud.
CONTACT INFO
dsmith@gibsondunn.com
TEL:+1 415.393.8390
FAX:+1 415.374.8411
San Francisco
555 Mission Street, Suite 3000, San Francisco, CA 94105-0921 USA
SC 14D9/A 1 f90771a1sc14d9za.htm SCHEDULE 14D9/A
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. 1)
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 restate Item 7
in the Solicitation/ Recommendation Statement on Schedule 14D-9
previously filed on June 11, 2003, to supplement the
information contained in Item 8 of such Schedule 14D-9 and
to add a new Exhibit (a)(3) and revise the Exhibit Index
accordingly.
| Item 7. | Purposes of the Transaction and Plans or Proposals. |
(a) Prior to the announcement of Oracle’s June 9 tender offer
for all outstanding shares of the common Stock of PeopleSoft, Inc.
(the “Company”), the Company entered into an Agreement
and Plan of Merger (the “Merger Agreement”), among
J.D. Edwards & Company (“J.D. Edwards”), the Company and a wholly owned subsidiary of the
Company, pursuant to which the Company would acquire J.D. Edwards.
Based upon the recent reaffirmation of the acquisition by the board
of directors of the Company, the Company is engaged in discussions
with J.D. Edwards regarding the issues presented by the Oracle
tender offer and how best to proceed with such acquisition. The
board of directors has determined that disclosure with respect to
the status or content of such discussions would jeopardize
continuation of such discussions and would be contrary to the best
interests of the Company and its stockholders.
Except as described above, the Company has not undertaken and is
not engaged in any negotiations in response to the Offer which
relate to: (i) a tender offer or other acquisition of the
Company’s securities by the Company, any of its subsidiaries or any
other person, (ii) an extraordinary transaction, such as a
merger, reorganization or liquidation involving the Company or any
of its subsidiaries; (iii) a purchase, sale or transfer of a
material amount of assets of the Company or any of its subsidiaries;
or (iv) any material change in the present dividend rate or
policy, or indebtedness or capitalization of the Company.
(b) There is no transaction, board resolution, agreement in
principle, or signed contract in response to the Offer which relates
to or would result in one or more of the matters referred to in the
second paragraph in Item 7(a) immediately above.
Item 8. Additional
Information
On June 12, 2003, Thomas Nemes, who purports to be a
stockholder of the Company, filed a putative stockholder class
action suit in the Delaware Court of Chancery against the Company
and the members of the board of directors alleging that the
defendants breached their fiduciary duties in connection with the
Company’s response to Oracle’s tender offer. Plaintiff seeks
injunctive and declaratory relief and monetary damages.
The Company believes that the claims and allegations asserted in
the foregoing putative class action suit are without merit, and
intends to vigorously defend against this lawsuit.
On June 12, 2003, J.D. Edwards filed a suit in California
Superior Court in the County of San Mateo against Oracle Corporation
and two of its executives alleging violations of California’s
Business and Professions Code Section 17200et seq.,
intentional interference with prospective economic advantage and
negligent interference with prospective economic advantage. The suit
seeks compensatory damages and a preliminary and permanent
injunction enjoining the defendants from proceeding with Oracle’s
proposed tender offer, taking or attempting to take any other steps
to acquire control of the Company or J.D. Edwards, and otherwise
interfering with the completion of the proposed merger acquisition
of J.D. Edwards by the Company.
On June 12, 2003, J.D. Edwards filed a suit in Colorado State
Court 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, the Company filed a suit in the California
Superior Court for the County of Alameda against Oracle Corporation
and Pepper Acquisition Corp. The Company alleges that in connection
with Oracle’s proposed tender offer, the defendants have engaged in:
(i) unfair trade practices in violation of California’s
Business and Professions Code; (ii) acts of unlawful
interference with the Company’s contracts with its customers; (iii)
acts of unlawful interference with the Company’s relationships with
its prospective
customers; and (iv) acts of unlawful disparagement of the
Company’s products and services. The Company seeks an injunction
precluding defendants’ unfair trade practices and other unlawful
actions, proceeding further with the tender offer, restitution and
damages.
Item 9. Materials
to Be Filed as Exhibits
Item 9 is hereby amended, supplemented and restated in its
entirety as follows:
| Exhibit No. | Document | |||
|
|
||||
| *(a)(1) | Press release issued by PeopleSoft on June 12, 2003 | |||
| *(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) | |||
| (a)(3) | Letter, dated June 13, 2003, to PeopleSoft’s stockholders | |||
| *(e)(1) | Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders | |||
| *(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) | |||
| *(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) | |||
| * | Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC on June 12, 2003. |
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 | |
| (Principal Financial and Accounting Officer) |
Date: June 13, 2003
EXHIBIT INDEX
| Exhibit No. | Document | |||
|
|
||||
| *(a)(1) | Press release issued by PeopleSoft on June 12, 2003 | |||
| *(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) | |||
| (a)(3) | Letter, dated June 13, 2003, to PeopleSoft’s stockholders | |||
| *(e)(1) | Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders | |||
| *(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) | |||
| *(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) | |||
| * | Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC on June 12, 2003. |
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