By: Laurie J. Flynn

January 26, 2004, New York Times

The Oracle Corporation has announced five candidates that it plans to nominate to the board of PeopleSoft Inc., advancing its threat to stage a proxy fight to acquire the company, its smaller rival.

Oracle executives have said for months that they will try to fill the PeopleSoft board with directors willing to consider Oracle's $7.3 billion bid for PeopleSoft, if it continues to refuse to entertain the offer. Four of the eight seats on PeopleSoft's board are up for re-election in late spring.

Oracle announced its choices late Friday. "We intend to nominate a slate of directors who will exercise independent judgment in considering the Oracle tender offer,'' Jim Finn, a spokesman for Oracle, said.

One director up for re-election is Craig Conway, PeopleSoft's chief executive, who has opposed Oracle's unsolicited bid since it was announced last June.

Oracle, based in Redwood City, Calif., is also asking that the appointment of Mike Maples to PeopleSoft's board as a result of the company's acquisition of J. D. Edwards be presented to shareholders for election.

Mr. Finn said Saturday that not putting Mr. Maples's post up for election would violate PeopleSoft's bylaws. If such a violation occurs, Oracle will introduce a stockholder proposal to expand the PeopleSoft board to nine members, Mr. Finn said.

A representative of PeopleSoft, based in Pleasanton, Calif., declined to respond to Oracle's stance on Mr. Maples. But over the weekend, PeopleSoft said Oracle's effort to gain control of its board was not in the best interest of PeopleSoft stockholders because the nominees, whom Oracle is paying for their participation, are biased and would have "irreconcilable conflicts of interest."

Oracle's nominees are Dr. Duke K. Bristow, an economist at the Anderson School of Management at U.C.L.A.; Dr. Artur Raviv, a finance professor at the Kellogg School of Management at Northwestern University; Richard L. Clemmer, president of Venture Capital Tech; Dr. Laurence E. Paul, managing principal of Laurel Crown Capital; and Roger Noall, former senior executive vice president and chief administrative officer of KeyCorp.