Oracle names alternative PeopleSoft board

Oracle has unveiled its long-awaited alternative slate of directors for PeopleSoft's board, the latest tactic in its push to take over the rival firm.

In a statement Oracle said it had delivered notice to PeopleSoft of its intent to nominate five individuals to the company's board of directors, as well as its intent to introduce a stockholder proposal to expand the PeopleSoft board to nine members if director Michael Maples is not put up for election.

Maples was named to the board after PeopleSoft completed the acquisition of JD Edwards late last year. Oracle argues that he was never elected by shareholders and therefore he should stand for election at this year's annual shareholders' meeting.

An Oracle spokesman said: "We believe that the incumbent PeopleSoft board of directors has consistently refused to consider its stockholders' best interests regarding the Oracle tender offer. We intend to nominate a slate of directors who will exercise independent judgment in considering the Oracle tender offer and any other matters before the PeopleSoft board and provide independent representation for the true owners of PeopleSoft, the stockholders."

Oracle's nominees are a collection of business people and academics: 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 Graduate 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.

The timing of the nominations is clearly intended to add additional pressure to PeopleSoft in the week that it is due to announced its latest earnings and is sure to be raised in the company' conference call following the issuing of the results.

A PeopleSoft statement dismissed the Oracle move. "We believe that [Oracle CEO] Larry Ellison's attempt to gain control of PeopleSoft's Board of Directors is solely to advance Oracle's agenda and is not in the best interests of PeopleSoft's stockholders. We strongly believe that Ellison's hand-picked, paid nominees are biased and would have irreconcilable conflicts of interest if elected to PeopleSoft's board. Each nominee is receiving cash compensation and has signed an agreement with Oracle. We believe their ability to be independent is seriously compromised," it said.


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