UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

Washington, DC 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report 13(Date orof ~~15(d~~earliest event reported): ofJuly 18, 2003

~~the~~J.D. ~~Securities~~EDWARDS ~~Exchange~~& ~~Act of 1934~~ COMPANY

~~June~~(Exact 1,name ~~2003~~of registrant as specified in its charter)

~~Date of Report~~ 0-23091 (~~date~~Commission offile ~~earliest event reported~~number)

J.D. EDWARDS AND COMPANY


Delaware		84-0728700
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification Number)

One Technology Way,
Denver, Colorado		80237
(Address of principal executive offices)		(Zip Code)

~~(Exact name of~~ Registrant’s astelephone ~~specified~~number, inincluding ~~its~~area ~~charter~~code: (303) 334-4000

Delaware		000-23091		84-0728700
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

Item 1. Changes in Control of Registrant.

~~One Technology~~J.D. ~~Way~~Edwards & Company, a Delaware corporation (the “Registrant”), entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of June 16, 2003, by and among the Registrant, PeopleSoft, Inc., a Delaware corporation (“PeopleSoft”), and Jersey Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of PeopleSoft (“Acquisition”). Pursuant to the Merger Agreement, PeopleSoft, through Acquisition, agreed to acquire all of the outstanding shares of the Registrant’s common stock (including the associated stock purchase rights) through an offer to exchange (the “Offer”). Pursuant to the Offer set forth in the prospectus dated June 19, 2003 (the “Prospectus”) and comprising a part of PeopleSoft’s registration statement on Form S-4, No. 333-106269, as amended by Amendment No. 1 on July 3, 2003, and as declared effective by the Securities and Exchange Commission on July 11, 2003, PeopleSoft offered to exchange cash and a fraction of a share of PeopleSoft common stock for each outstanding share of the Registrant’s common stock, subject to proration. The Offer expired at 12:00 midnight, New York City time, on Thursday, July 17, 2003. At the expiration of the Offer, 104,754,894 shares of the Registrant’s common stock were validly tendered and not withdrawn, representing more than a majority of the Registrant’s outstanding common stock. At approximately 1:45 a.m., New York City time, on Friday, July 18, 2003, PeopleSoft and Acquisition accepted for purchase and payment all shares of the Registrant’s common stock validly tendered and not withdrawn prior to the expiration of the Offer. Pursuant to the Offer set forth in the Prospectus, stockholders of the Registrant who tendered in the Offer received consideration with a value of $14.7384 in cash, PeopleSoft common stock or a combination of cash and PeopleSoft common stock for each share of the Registrant’s common stock. The $14.7384 per share consideration in the Offer was based on adding $7.05 in cash and $7.6884, which represents the value of 0.43 of a share of PeopleSoft common stock, based on the average closing price for PeopleSoft common stock on the Nasdaq National Market for the five consecutive trading days ending July 15, 2003 (which was the last trading day immediately prior to (and excluding) the second trading day before the expiration of the Offer) of $17.88. Based on the per share consideration of $14.7384, the resulting total transaction value is approximately $1.8 billion. PeopleSoft obtained the cash component of the consideration from working capital. The Merger Agreement also provides for, following the consummation of the Offer, the merger of Acquisition with and into the Registrant (the “Merger”), with the Registrant as the surviving corporation in the Merger. PeopleSoft expects to aquire the remaining outstanding shares of the Registrant's common stock by the end of August pursuant to the Merger. The Registrant’s stockholders who did not tender their shares (and who will not validly perfect appraisal rights under Delaware law) will receive $7.05 in cash plus 0.43 of a share of PeopleSoft common share for each share of the Registrant’s common stock. As soon as practicable after the effective time of the Merger, PeopleSoft intends to cause the Registrant, as the surviving corporation of the Merger, to be merged with and into PeopleSoft or one of its direct wholly-owned subsidiaries, with PeopleSoft or its subsidiary as the surviving corporation. Pursuant to the Merger Agreement, PeopleSoft intends to designate a number of directors to the Registrant’s board of directors to reflect PeopleSoft’s percentage ownership of the Registrant’s outstanding common stock. However, as provided in the Merger Agreement, until the effective time of the Merger, the Registrant’s board of directors will continue to have at least two directors who were directors of the Registrant on the date of the Merger Agreement and who are not affiliated with PeopleSoft or Acquisition. PeopleSoft expects that, on July 31, 2003, the members of the Registrant’s board of directors will include three new directors designated by PeopleSoft, in addition to the continuing directors on said date. PeopleSoft also expects that the continuing directors of the Registrant will resign as directors of the Registrant upon the effective time of the Merger.

~~Denver, Colorado 80237~~ 2

~~(Address~~To the knowledge of ~~principal~~the ~~executive~~Registrant, ~~offices)~~except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a further change in control of the Registrant.

~~(303)~~ITEM ~~334-4000~~7. FINANCIAL STATEMENTS AND EXHIBITS

(~~Registrant’s telephone number, including area code~~c) Exhibits.

(Former name or former address, if changed since last report)

	2.1		Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of June 16, 2003, by and among J.D. Edwards & Company, PeopleSoft, Inc. and Jersey Acquisition Corporation (incorporated herein by reference to Appendix A to PeopleSoft’s prospectus, which is included in PeopleSoft’s registration statement on Form S-4, No. 333-106269, filed on June 19, 2003, as amended by Amendment No. 1 on July 3, 2003, and as declared effective by the Securities and Exchange Commission on July 11, 2003).

	99.1		Joint Press Release issued by J.D. Edwards & Company and PeopleSoft, Inc., dated July 18, 2003 (filed pursuant to Rule 425 on July 18, 2003 and incorporated herein by reference).

~~Item 5. Other Events~~3

On June 1, 2003, J.D. Edwards & Company (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, PeopleSoft, Inc., a Delaware corporation (“PeopleSoft”), and Jersey Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of PeopleSoft (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, and the Company will continue as the surviving corporation and as a wholly-owned subsidiary of PeopleSoft (the “Merger”). As a result of the Merger, each issued and outstanding share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) will be automatically converted into 0.860 of a share (the “Exchange Ratio”) of common stock, par value $0.01 per share, of PeopleSoft (“PeopleSoft Common Stock”). In addition, each outstanding option to purchase shares of Company Common Stock will be assumed by PeopleSoft and converted into an option to purchase shares of PeopleSoft Common Stock, in a number adjusted to reflect the Exchange Ratio and at an exercise price adjusted to reflect the Exchange Ratio. The Company and PeopleSoft have received fairness opinions from their respective financial advisors in connection with the proposed Merger.

The consummation of the Merger is contingent upon approval and adoption of the Merger Agreement and approval of the Merger by the stockholders of the Company, approval of the issuance of shares of PeopleSoft Common Stock to be issued in the Merger by the stockholders of PeopleSoft, regulatory approvals and other customary closing conditions set forth in the Merger Agreement. The Merger is intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended.

In connection with the Merger Agreement, certain stockholders of the Company and PeopleSoft have entered into voting agreements with PeopleSoft and the Company, respectively. The PeopleSoft voting agreements provide that certain stockholders will vote their shares of PeopleSoft Common Stock in favor of the issuance of PeopleSoft Common Stock pursuant to the Merger. The Company voting agreements provide that certain stockholders will vote their shares of Company Common Stock in favor of approval and adoption of the Merger Agreement and approval of the Merger. In addition, certain affiliates of the Company have entered into affiliate agreements with PeopleSoft. The affiliate agreements contain restrictions under Rule 145 of the Securities Act of 1933, as amended.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. On June 2, 2003, the Company and PeopleSoft issued a joint press release announcing that the Company and PeopleSoft had entered into the Merger Agreement. The joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

2.1		Agreement and Plan of Merger, dated as of June 1, 2003, by and among PeopleSoft, Inc., a Delaware corporation, Jersey Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of PeopleSoft, Inc., and J.D. Edwards & Company, a Delaware corporation.
99.1		Joint press release of J.D. Edwards & Company and PeopleSoft, Inc., issued on June 2, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

~~J.D. EDWARDS & COMPANY By~~Dated: ~~/s/ RICHARD G. SNOW~~July 24, ~~JR Richard G. Snow, Jr. Vice President, General Counsel and Secretary~~2003

~~Date~~J.D. EDWARDS & COMPANY By: ~~June~~/s/ 3Richard G. Snow, ~~2003~~Jr. Richard G. Snow, Jr. Vice President, General Counsel and Secretary

EXHIBIT INDEX

ExhibitNo.		Description
Exhibit		Description
2.1		Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of June 116, 2003, by and among J.D. Edwards & Company, PeopleSoft, Inc., aand ~~Delaware corporation,~~ Jersey Acquisition Corporation (incorporated herein by reference to Appendix A to PeopleSoft’s prospectus, awhich ~~Delaware~~is ~~corporation~~included ~~and~~in ~~wholly~~PeopleSoft’s registration statement on Form S-~~owned~~4, ~~subsidiary~~No. of333-106269, ~~PeopleSoft~~filed on June 19, ~~and~~2003, Jas amended by Amendment No.D. ~~Edwards~~1 &on ~~Company~~July 3, a2003, ~~Delaware~~and ~~corporation~~as declared effective by the Securities and Exchange Commission on July 11, 2003).
99.1		Joint ~~press~~Press ~~release~~Release ofissued by J.D. Edwards & Company and PeopleSoft, Inc., ~~issued~~dated July 18, 2003 (filed pursuant to Rule 425 on ~~June~~July 218, 2003 and incorporated herein by reference).

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