PeopleSoft has begun promising to pay refunds to some new or upgrading customers if it's acquired and the products they purchased are discontinued, sources said this week.

And on June 9, the same day that Oracle launched its hostile bid to buy it, PeopleSoft sent a letter to a potential customer that included a contractual offer to pay the user twice the cost of its software licenses. According to the letter, which was obtained by Computerworld, the payment would be triggered should PeopleSoft be bought within a year and if within two years the new owner drops the purchased applications or sets plans to stop supporting them.

The refund strategy is seen as an attempt by Pleasanton, Calif.-based PeopleSoft to keep concerned users from delaying software purchases because of Oracle's hostile bid. It could also serve as a "poison pill" takeover deterrent.

The takeover battle intensified this week, as Oracle upped its offer to US$6.3 billion, and PeopleSoft and J.D. Edwards & Co. amended their merger agreement in an effort to speed up that deal.

The identity of the user that received the June 9 letter was shielded from Computerworld. PeopleSoft declined to comment about the letter and said it doesn't publicly discuss customer contracts. But a spokesman confirmed that PeopleSoft has initiated "a prudent response to Oracle's attempt to disrupt our business." He added that PeopleSoft is taking steps "to protect our customers' investments and our market position."

Jim Prevo, CIO at PeopleSoft user Green Mountain Coffee Roaster Inc. in Waterbury, Vt., said he has heard about such letters but hasn't seen one. Prevo described the refund provisions spelled out in the letter as "a good offer" for users.

"If I had any pending purchases with PeopleSoft, I'd move forward as a vote of confidence in the management team," Prevo said, noting that the promise of refunds would let users do so "without extraordinary financial risk."

PeopleSoft and J.D. Edwards users alike have said that they may put off software purchases until the buyout fracas is resolved.

For example, Bruce Leidal, director of technology at Hayes Lemmerz International Inc. in Northville, Mich., this week said the uncertainties raised by Oracle's offer may affect a plan to consolidate the automotive parts maker's ERP systems.

Leidal said he sees potential benefits in PeopleSoft's plan to acquire J.D. Edwards because it would combine J.D. Edwards' manufacturing applications and PeopleSoft's human resources software. But now, he said, "maybe we ought to stand away from a selection with Oracle, PeopleSoft or J.D. Edwards." Hayes Lemmerz officials planned to meet with ERP market leader SAP AG last week, Leidal added.

Joshua Greenbaum, an analyst at Enterprise Applications Consulting in Daly City, Calif., said he's not convinced that the refund deals will persuade users to go ahead with purchases. He said license fees typically amount to only 10 percent to 15 percent of the total cost of ownership for business applications. "Everything (PeopleSoft CEO Craig Conway) does at this point can be measured by multiple yardsticks," said Greenbaum. The refund offer is at least in part meant to "thwart Oracle's efforts," he said, but its real purpose is to close deals, because PeopleSoft is desperate to make its numbers.

Oracle declined to comment about the refund offers. But it made clear that it plans to push ahead with the takeover bid, increasing its original $5.1 billion offer and filing a lawsuit against PeopleSoft, its board and J.D. Edwards. Oracle's suit is one of a flurry of legal actions involving the three vendors and a PeopleSoft user.

The initial purchase price that Oracle announced June 6 was widely viewed as a lowball bid. The new offer makes the proposed buyout "a viable deal," said Barton Goldenberg, a CRM software analyst at Bethesda, Md.-based consulting firm Information Systems Marketing Inc. However, he predicted that PeopleSoft stockholders will still reject it.

In fact, PeopleSoft's board of directors on June 20 rejected the new offer and urged stockholders to do the same.

Several Oracle users attending a CRM conference in Boston that was sponsored by the Digital Consulting Institute also said the higher offer gives more credence to Oracle's effort to buy PeopleSoft.

"There's a lot of talk that maybe (the takeover attempt) was just a tactic rather than a true, honest and earnest bid. With the raised price, it shows Oracle is in the game to win," said Victor Burgess, vice president and general manager of alliances at Affina, a company in Peoria, Ill., that provides customer service outsourcing. Affina uses Oracle's CRM modules and its Oracle9i application server software.

PeopleSoft and Denver-based J.D. Edwards changed their acquisition deal from an all-stock transaction to one that includes a cash payment of $863 million and a total value of $1.75 billion. That would eliminate the need for PeopleSoft's shareholders to vote on the proposed merger, which Oracle has said it would reassess if it buys PeopleSoft.

Reporter Patrick Thibodeau contributed to this story.

Connecticut Files Suit Against Oracle

Oracle Corp.'s attempt to buy PeopleSoft Inc. has begun to spawn a mushroom cloud of litigation -- including an antitrust lawsuit filed against Oracle by the Connecticut state government, which is in the midst of a $100 million PeopleSoft project.

Connecticut Attorney General Richard Blumenthal filed the suit last week in U.S. District Court in Hartford, alleging that a takeover of PeopleSoft would violate state and federal antitrust laws and damage the state by causing "an enormous and expensive upheaval" of its ongoing project.

Blumenthal's action followed an announcement by Oracle that it's suing both PeopleSoft and J.D. Edwards & Co. in an attempt to stop the amended merger deal between those companies and remove a "poison pill" provision that PeopleSoft has in place to block unwanted takeovers.

PeopleSoft and J.D. Edwards previously filed separate suits against Oracle.

Connecticut's government in 2002 signed a five-year contract to convert its IT infrastructure to PeopleSoft's applications, and the new Core-CT system is due to begin its first phase of operation in July. Comptroller Nancy Wyman said in a statement that a takeover of PeopleSoft would cost the state much of what it has spent on the project and force it to buy new software from another vendor.

However, those concerns are based on an expectation that Oracle will discontinue PeopleSoft's products -- something it insisted it doesn't plan to do. Oracle has said it wouldn't actively market PeopleSoft's applications to new users, but Oracle CEO Larry Ellison wrote in a letter to Connecticut officials that the software would still be sold and supported for existing customers.

Blumenthal said through a spokesman that he's willing to discuss the matter with Oracle. But, he added, "nothing we have learned so far has diminished our determination to pursue this antitrust enforcement action."