MILBERG WEISS BERSHAD
  HYNES & LERACH LLP
REED R. KATHREIN (139304)
ALISON M. TATTERSALL (149607)
DAVID R. STICKNEY (188574)
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545
     - and -
WILLIAM S. LERACH (68581)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058

SCHOENGOLD & SPORN, P.C.
SAMUEL P. SPORN
CHRISTOPHER LOMETTI
233 Broadway
New York, NY 10279
Telephone: 212/964-0046

Attorneys for Plaintiff

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

JOSEPH DORFMAN, On Behalf of Himself and
All Others Similarly Situated,

                      Plaintiff,

           vs.

PEOPLESOFT, INC., DAVID A. DUFFIELD,
RONALD E.F. CODD, ALBERT W. DUFFIELD,
KENNETH R. MORRIS, GEORGE J. STILL, JR.,
MARGARET L. TAYLOR, ANEEL BHUSRI, and
CYRIL J. YANSOUNI,

                      Defendants.
__________________________________________

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No. C-99-0673-MJJ

CLASS ACTION

COMPLAINT FOR VIOLATION
OF THE SECURITIES EXCHANGE
ACT OF 1934
[filed Feb. 17, 1999]

Plaintiff Demands A
Trial By Jury

NATURE OF THE CASE

1. This is a securities class action on behalf of all persons and entities who purchased the publicly traded securities of defendant PeopleSoft, Inc. ("PeopleSoft" or the "Company") between February 5, 1997 and January 28, 1999, inclusive (the "Class Period"). The defendants are PeopleSoft and certain of its top officers and directors. During the Class Period, defendants represented to the investment community that PeopleSoft was still enjoying strong growth in orders and was on track to continue 45%-65% revenue growth through 1999. As a result, PeopleSoft's stock price was artificially inflated to as high as $55-15/16 during the Class Period from the $24 range at the beginning of the Class Period. When PeopleSoft ultimately admitted that its revenue growth had slowed and that it might restate its 1996-1998 financial statements, its stock declined to as low as $18-1/8 on volume of 20.5 million shares. While investors, who paid as high as $55-15/16 for PeopleSoft stock, have lost millions, the top officers and directors of PeopleSoft have made out well, selling 8.2 million shares for proceeds of $232 million before the bad news was disclosed.

2. From 1993 through 1996, PeopleSoft was able to report strong growth rates in terms of revenues and earnings with revenues increasing from $58.2 million in 1993 to $450.1 million in 1996. Earnings per share increased from $0.04 per share in 1993 to $0.23 (excluding merger charges) in 1996.(1) By the start of the Class Period, defendants became aware that PeopleSoft's growth rate was slowing. It was important to the insiders to continue to portray PeopleSoft as a growing company and report increasing earnings so as to profit from the inflation in PeopleSoft's stock price. Thus, defendants determined to take an excessive charge for its acquisition of PeopleMan LP ("PMI"). Defendants knew they could exclude this charge from operating earnings so there was no downside to inflating the charge as the Company and analysts would refer to the Company's earnings excluding the charge. The upside to inflating the charge was that PeopleSoft would not have to record goodwill or other intangible assets which were amortized and resulted in a quarterly drag on earnings. Thus, PeopleSoft recorded a charge of $26.5 million to write off purchased in-process research and development out of an acquisition which cost $28.5 million, effectively writing off 93% of the purchase price of PMI. As a result, PeopleSoft's 1997 and 1998 reported earnings were higher than they would have otherwise been.

3. By early 1998, PeopleSoft faced another problem as orders continued to slow because customers were slowing down their orders for new products due to concerns over the Y2K problem and diversion of budgets to correct Y2K issues. It was not until October 1998, just weeks after reiterating at a special presentation on September 3, 1998, that the Company was on target to report it usual 60%-65% revenues and earnings growth for the current and subsequent quarters, that defendants disclosed PeopleSoft's diminishing prospects and shocked the market by announcing that the Company was experiencing a slowdown in orders by its customers due to them delaying purchases of PeopleSoft applications as they spent money to fix the pending Y2K problem. However, even this disclosure did not fully apprise the market of PeopleSoft's poor outlook and past financial statement improprieties.

4. At the end of the Class Period, PeopleSoft shocked the investment community when it disclosed, after reporting lackluster fourth-quarter results, that year-to-year revenue growth would be only 20%-30% as compared to the 65% previously projected during the Class Period and less than even the 25%-35% stated in October 1998, that PeopleSoft might restate its 1996-1998 results, and that it was going to take a $175 million charge to spin off a subsidiary which it was using to transfer research costs to an affiliate company. The affiliate company, Momentum Business Applications, was nothing more than a shell with Codd as CEO and $250 million of PeopleSoft's cash.

5. Defendants' material omissions with respect to the impact of its customers' decreases in purchases due to their focus on the Y2K problem and its effect on the Company's earnings, and misrepresentations regarding its past and its future profitability had the expected and intended effect of materially inflating PeopleSoft's stock price throughout the Class Period.

6. PeopleSoft and its insiders named as defendants herein who had knowledge of the true state of affairs of the Company's products, operations and financial condition had strong motives to inflate the price of the stock of PeopleSoft. They wanted to foster and perpetuate the perception in the business community that PeopleSoft was a "growth" company, thereby ensuring a substantially inflated price for PeopleSoft stock. A high stock price was also important to the defendants and other knowledgeable Company insiders in that such individuals had embarked upon a plan to unload hundreds of thousands of shares of PeopleSoft stock at artificially inflated prices, on the basis of adverse, non-public information about the Company's future prospects. PeopleSoft's insiders thus unloaded their PeopleSoft shares with a vengeance during the Class Period, selling over 8.2 million shares during the 24-month Class Period, realizing gross proceeds in excess of $232 million:

INDIVIDUAL DEFENDANTS' INSIDER SELLING

DURING THE CLASS PERIOD

7. As a direct and proximate result of defendants' materially false and misleading statements, PeopleSoft's stock price soared during the Class Period. Indeed, the market price of the Company' stock at the beginning of the Class Period was approximately $24 per share. Defendants' materially false and misleading statements had the effect of artificially inflating the market price of the stock to an all-time high of over $55-15/16 per share. Then, with the Company insiders' personal bank accounts securely lined with the over $232 million in gross proceeds realized from their illicit sales, the previously undisclosed reality of the true state of the Company's financial condition emerged. Indeed, at the close of the Class Period, on January 28, 1999, PeopleSoft stunned the investment community when it disclosed its short fall in revenues and announced a major restructuring. Contrary to the upbeat and bullish statements made by the defendants during the Class Period (as detailed in this Complaint) about PeopleSoft's growth in revenues and income, the Company disclosed that it was:

8. Market reaction to the devastating disclosures of January 28, 1999 was swift, dramatic and decidedly negative. Indeed, the market price of PeopleSoft's common stock, which had traded at as high as $55-15/16 per share during the Class Period, plunged to $18-1/8 per share on January 29, 1999, before closing at $19-13/16 on huge volume of 20.5 million shares. The defendants' positive statements during the Class Period concerning the future prospects of the Company artificially inflated the price of PeopleSoft's stock during the Class Period, and the stock price declined sharply when the Company's prior statements were proven to be false, resulting in substantial losses to plaintiff and members of the Class who purchased PeopleSoft stock at artificially inflated prices during the Class Period.

JURISDICTION AND VENUE

9. This Court has jurisdiction over this litigation under §27 of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, 15 U.S.C. §78aa, and 28 U.S.C. §§1331 and 1337.

10. The claims herein arise under §§10(b) and 20(a) of the Exchange Act [15 U.S.C. §78j(b) and §78t(a)] and Rule 10b-5 of the SEC promulgated thereunder [17 C.F.R. §240.10b-5].

11. (a) Venue is properly in this District pursuant to §27 of the Exchange Act and 28 U.S.C. §1331. Many of the acts and transactions giving rise to the violations of law complained of herein, including the preparation and dissemination to the investing public of false and misleading information, occurred in this District.

(b) Assignment of this action to the Oakland division is appropriate as a substantial part of the events or omissions identified herein occurred in Alameda County.

THE PARTIES

12. Plaintiff Joseph Dorfman purchased securities of defendant PeopleSoft during the Class Period as described in the attached certification and was damaged thereby.

13. Defendant PeopleSoft is a corporation organized and existing under the laws of the state of Delaware with its principal place of business in Pleasanton, California. The Company designs, develops, markets and supports a family of enterprise client/server application software products for use throughout large and medium-sized organizations, including corporations worldwide, and higher education institutions, and federal, state, provincial and local governmental agencies primarily in North America.

14. (a) Defendant David A. Duffield ("D. Duffield") was President, CEO and Chairman of the Board of PeopleSoft. During the Class Period, D. Duffield sold 5,817,900 shares of his (or his family trust's) PeopleSoft stock based on inside information, pocketing over $162.4 million in illegal insider-trading proceeds.

(b) Defendant Ronald E.F. Codd ("Codd") was Senior Vice President of Finance and Administration of PeopleSoft. During the Class Period, Codd sold 357,900 shares of his PeopleSoft stock based on inside information, pocketing over $8.3 million in illegal insider-trading proceeds. These sales constituted 87% of the PeopleSoft stock actually owned by Codd.

(c) Defendant Albert W. Duffield ("A. Duffield") was Senior Vice President of Worldwide Operations and a director of PeopleSoft. During the Class Period, A. Duffield sold 440,000 shares of his PeopleSoft stock based on inside information, pocketing over $12.8 million in illegal insider-trading proceeds. These sales constituted 32% of the PeopleSoft stock actually owned by A. Duffield.

(d) Defendant Kenneth R. Morris ("Morris") was Senior Vice President-Chief Technology Officer of PeopleSoft. During the Class Period, Morris sold 1,049,760 shares of his PeopleSoft stock based on inside information, pocketing over $30.6 million in illegal insider-trading proceeds. These sales constituted 32% of the PeopleSoft stock actually owned by Morris.

(e) Defendant George J. Still, Jr. ("Still") was a director of PeopleSoft. During the Class Period, Still sold 140,000 shares of his PeopleSoft stock based on inside information, pocketing over $3.7 million in illegal insider-trading proceeds. These sales constituted 100% of the PeopleSoft stock actually owned by Still.

(f) Defendant Margaret L. Taylor ("Taylor") was Senior Vice President of Corporate Operations of PeopleSoft. During the Class Period, Taylor sold 341,100 shares of her PeopleSoft stock based on inside information, pocketing over $10.2 million in illegal insider-trading proceeds. These sales constituted 38% of the PeopleSoft stock actually owned by Taylor.

(g) Defendant Aneel Bhusri ("Bhusri") was Senior Vice President of Product Strategy, Business Development and Marketing of PeopleSoft. During the Class Period, Bhusri sold 78,000 shares of his PeopleSoft stock based on inside information, pocketing over $2.7 million in illegal insider-trading proceeds. These sales constituted 59% of the PeopleSoft stock actually owned by Bhusri.

(h) Defendant Cyril J. Yansouni ("Yansouni") was a director of PeopleSoft. Yansouni is a member of the Audit Committee of PeopleSoft's Board. Yansouni is also on the Audit Committee of Informix Corporation, a company that has now admitted to pervasive accounting irregularities (intentional misstatements) spanning three years and resulting in the overstatement of Informix's revenues by more than $300 million, all while Yansouni was on the Audit Committee. Yansouni is CEO of Read-Rite Corporation which has been accused in a securities lawsuit of falsifying its financial statements. During the Class Period, Yansouni sold 40,000 shares of his PeopleSoft stock based on inside information, pocketing over $1.0 million in illegal insider-trading proceeds. These sales constituted 100% of the PeopleSoft stock actually owned by Yansouni.

CONTROL PERSON LIABILITY

15. The individuals referred to in paragraphs ¶14(a)-(h) are collectively referred to as the "Individual Defendants." The Individual Defendants were officers and/or directors of PeopleSoft at the time the alleged false and misleading statements and omission were made and are liable as direct participants in the wrongs complained of herein.

16. In addition, by reason of their stock ownership and their status as principal executive officers and/or members of the Board of Directors of PeopleSoft, the Individual Defendants participated in the preparation of the false and misleading statements complained of herein and/or were controlling persons within the meaning of §20 of the Exchange Act and had the power to, and did, influence and cause PeopleSoft to engage in the unlawful conduct complained of herein.

17. The Individual Defendants, because of their positions with the Company, were able to, and did, directly or indirectly, control the conduct of the Company's business and the content of its annual and quarterly financial reports, public statements and press releases.

18. Because of their Board memberships and/or executive and/or managerial positions with the Company, the Individual Defendants had access to adverse non-public information about the Company's business, finances and future business prospects as a result of access to internal corporate documents, conversations and communication with corporate officers and employees, attendance at management and/or Board meetings and committees thereof, and via reports and other information provided to them in connection therewith.

19. During their tenure with the Company, the Individual Defendants participated in the preparation of and/or were provided with public reports, releases and filings about the Company, the contents of which the Individual Defendants knew or should have known in the exercise of reasonable diligence were false and misleading but failed to correct.

SCHEME AND COMMON COURSE OF CONDUCT

20. As officers and/or directors of a publicly held company whose stock is registered with the SEC under the Securities Act of 1933 and the Exchange Act, the Individual Defendants had a duty to, among other things: (a) to promptly disseminate accurate and truthful information with respect to the Company's business, performance, operations, investment portfolios, management, projections and forecasts, financial condition, market analyses and future prospects; and (b) correct any previously issued statements that had become untrue, so that the market price of the Company's securities would be based on accurate and truthful information.

21. The defendants knew, or but for their recklessness would have known, that the acts, practices, misleading statements and omissions particularized herein would be relied upon by plaintiff and the Class, and would adversely affect the integrity of the market for PeopleSoft common stock and related options, and would artificially inflate and/or maintain the price of such securities. Each of the defendants, by acting as described herein, did so knowingly, or in such a reckless manner as to constitute a fraud and deceit upon plaintiff and members of the Class.

22. The defendants engaged in a scheme, common enterprise or common course of conduct to artificially inflate and/or maintain the price of PeopleSoft's stock by, inter alia, issuing materially false and misleading statements, reports and press releases to the public regarding the Company's business, its investment portfolios, operations and future prospects. These statements and documents portrayed a false picture of the Company's business and operations and misrepresented and/or failed to disclose material adverse facts concerning PeopleSoft's investment portfolio, business, revenues, earnings, management, financial condition and future prospects.

23. The purpose and effect of the Individual Defendants' actions was to, inter alia: (a) deceive the investing public, including plaintiff and members of the Class; (b) artificially inflate and maintain the market price of PeopleSoft's common stock during the Class Period; (c) cause plaintiff and members of the Class to purchase PeopleSoft securities at artificially inflated prices during the Class Period; (d) permit the Individual Defendants to profit from the inflation in PeopleSoft's stock price, selling 8.2 million shares of their PeopleSoft stock for proceeds of $232 million; and (e) protect their executive positions at PeopleSoft and the substantial compensation and prestige they obtained thereby. Each Individual Defendant was a direct, necessary and substantial participant in the scheme and common course of conduct complained of herein.

24. Each defendant is sued individually, and the liability of each arises from the fact that each engaged in all or part of the unlawful acts charged herein. Each defendant, by acting as herein described, did so knowingly or in such a reckless manner as to constitute a fraud and deceit upon PeopleSoft shareholders.

CLASS ACTION ALLEGATIONS

25. Plaintiffs bring this action as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure. The class which plaintiff seeks to represent consists of all persons and entities who purchased the publicly traded securities of PeopleSoft during the period February 5, 1997, through January 28, 1999, inclusive (the "Class"), and who were damaged thereby. Excluded from the Class are defendants herein, members of the immediate family of each of the Individual Defendants, directors, officers, subsidiaries and affiliates of PeopleSoft, any entity in which any excluded person or entity has a controlling interest, and the legal representatives, heirs, successors or assigns of any such excluded person or entity.

26. The members of the Class are so numerous that joinder of all members is impracticable. While the exact number of Class members is unknown to plaintiff at the present time, and can only be ascertained from books and records maintained by PeopleSoft and/or its agents, plaintiff believes that there are thousands of members of the Class located throughout the United States. PeopleSoft has over 226 million shares of common stock outstanding owned by thousands of shareholders of record and beneficial owners. Furthermore, throughout the Class Period, PeopleSoft common stock was actively traded on the NASDAQ National Market System.

27. Plaintiff's claim are typical of the claims of the members of the Class as all members of the Class are similarly affected by defendants' wrongful conduct in violation of federal law as complained of herein.

28. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class actions and securities litigation. Plaintiff and members of the Class do not have interests antagonistic to or in conflict with the other members of the Class.

29. Common questions of law and fact exist as to all members of the Class and predominate over any questions affecting solely individual members of the Class. Among the questions of law and fact common to the Class are:

(a) whether defendants' acts as alleged herein have violated the federal securities laws;

(b) whether documents, reports, releases and statements disseminated by defendants to the investing public and security holders during the Class Period omitted and/or misrepresented material facts with respect to the business, financial condition and future prospects of the Company;

(c) whether defendants acted knowingly or recklessly in failing to disclose the truth with respect to the materially false and misleading statements and omissions of material fact described herein;

(d) whether the market price of the Company's securities was artificially inflated due to the non-disclosures and misrepresentations described herein; and

(e) the extent of damages sustained by members of the Class and the appropriate measure of damages.

30. A class action is superior to other available methods for the fair and efficient adjudication of this controversy since joinder of all members of the Class is impracticable. Furthermore, as the damages suffered by individual Class members may be relatively small, the expense and burden of individual litigation make it impossible for Class members to individually redress the wrongs done to them. There will be no difficulty in the management of this action as a class action.

PEOPLESOFT AND ITS INSIDERS' ACTUAL KNOWLEDGE OR RECKLESS

DISREGARD OF THE UNDISCLOSED ADVERSE CONDITIONS

IMPACTING PEOPLESOFT'S ABILITY TO MAINTAIN ITS GROWTH

31. As part of PeopleSoft's corporate planning and management process, it prepares a corporate business plan and budget for each fiscal year. The fiscal year corporate plan/budget ("Plan/Budget") for a given fiscal year is prepared and reviewed during the last half of the preceding fiscal year and is completed by the top management for Board review and approval near the end of the prior fiscal year. PeopleSoft's Plan/Budgets were very detailed presentations of the corporation's operations and included detailed discussion and analysis of the Company's operating results, planned or forecasted revenues, expenses, net income and earnings per share, and dividends for the fiscal year on an overall corporate basis. PeopleSoft's Plan/Budget presented these forecasted or budgeted results on a periodic basis. Each Individual Defendant was aware of and received copies of Plan/Budgets during the period of time relevant to this action, and each played a significant role in preparing, revising and/or approving those Plan/Budgets.

32. In order to monitor PeopleSoft's corporate performance throughout the fiscal year, PeopleSoft's top managers received periodic reports prepared by its financial department, as well as other written and oral reports from members of management, including divisional managers who were aware of the corporation's performance on a daily basis and were thus aware, virtually immediately, of significant problems which arose.

33. In addition to this daily monitoring system, PeopleSoft's sales department generated monthly financial reports providing detailed data with respect to overall corporate revenue, net income and earnings per share, all presented so as to compare performance for that month, that quarter and the year-to-date to the Plan/Budgets. The monthly financial reports also included comparisons of actual performance to forecasted perform.

34. Because of the foregoing, each of the Individual Defendants was aware of PeopleSoft's forecasts and budgets and of the internal reports detailing the problems, and the financial reports comparing PeopleSoft's actual results to those budgeted and/or forecasted. Based on the negative internal reports specified earlier and reports of the Company's actual performance compared to that budgeted and forecasted, the Individual Defendants each knew PeopleSoft's business, was not performing as well as publicly represented. Thus, the defendants knew that PeopleSoft's forward-looking public statements issued during the Class Period were false and misleading when made and actually knew or recklessly disregarded that the Company's financial statements issued during the Class Period were false and misleading when made.

BACKGROUND

35. Defendant PeopleSoft is a corporation organized and existing under the laws of the state of Delaware with its principal place of business in Pleasanton, California. The Company designs, develops, markets and supports a family of enterprise client/server application software products for use throughout large and medium-sized organizations, including corporations worldwide, higher education institutions, and federal, state, provincial and local governmental agencies primarily in North America. The Company's software products utilize the Microsoft Windows family of operating systems on the desktop as well as Java-based web clients, and a wide variety of popular relational database management systems ("RDBMs"), operating systems and hardware platform choices on the server. Application software products have been developed using PeopleTools, the Company's integrated rapid application development toolset which is delivered to customers along with the application software products to facilitate end user modification and customization.

36. From 1993 through 1996, PeopleSoft was able to report strong growth rates in terms of revenues and earnings with revenues increasing from $58.2 million in 1993 to $450.1 million in 1996. Earnings per share increased from $0.04 per share in 1993 to $0.23 (excluding merger charges) in 1996. By the start of the Class Period, defendants became aware that PeopleSoft's growth rate was slowing. It was important to the insiders to continue to portray PeopleSoft as a growing company and report increasing earnings so as to profit from the inflation in PeopleSoft's stock price. Thus, defendants determined to take an excessive charge for its acquisition of PMI. Defendants knew they could exclude this charge from operating earnings so there was no downside to inflating the charge as the Company and analysts would refer to the Company's earnings excluding the charge. The upside of inflating the charge was that PeopleSoft would not have to record goodwill or other intangible assets which were amortized and resulted in a quarterly drag on earnings. Thus, PeopleSoft recorded a charge of $26.5 million to write off purchased in-process research and development out of an acquisition which cost $28.5 million, effectively writing off 93% of the purchase price of PMI. As a result, PeopleSoft's 1997 and 1998 reported earnings were higher than they would have otherwise been.

37. On October 22, 1996, PeopleSoft announced the acquisition of PMI. The press release stated that PeopleSoft planned to acquire all the outstanding equity interests in PMI for $28.5 million. The press release also stated:

38. Defendants sought to portray PeopleSoft as a still rapidly growing company throughout the Class Period. At the beginning of the Class Period, the defendants used an acquisition charge for PMI to inflate its future earnings.

FALSE AND MISLEADING STATEMENTS

39. On February 4, 1997, PeopleSoft announced its fourth quarter and year-end 1997 results. The press release stated:

* * *

40. PeopleSoft's write-off of $26.5 million in in-process R&D for an acquisition that cost $28.5 million was unreasonable and inconsistent with the statements made in the October 22, 1996 press release which touted PMI's development successes. Pursuant to GAAP, as set forth in FASB Statement of Financial Accounting Standard ("SFAS") No. 2, only costs of intangibles purchased from others for use in research and development activities which have no alternative use should be written off. As stated in PeopleSoft's October 22, 1996 press release, the reason for the acquisition of PMI was the success of the PeopleSoft Manufacturing product which PMI developed, which product already had been licensed to customers. Clearly, these development efforts had progressed beyond the initial conceptual and design phase and should have been capitalized and amortized. See SFAS No. 2, ¶¶8-11. However, in order to show more favorable earnings in future quarters and in the fourth quarter of 1996, PeopleSoft wrote off an astounding 93% of the acquisition. The excessive charge was not viewed a negative as PeopleSoft reported its results excluding the charge for purposes of comparing its operating results to prior results. This had the intended effect of reducing future operating expenses.

41. On July 23, 1997, PeopleSoft announced its results for its 1997 second fiscal quarter ended June 30, 1997. Revenues, net income and net income per share for the second quarter of 1997 were $184.4 million, $22.3 million and $0.18, respectively, as compared with revenues, net income and net income per share of $102.7 million, $11.5 million and $0.10, respectively, recorded during the corresponding period of the prior year. According to the release, revenues for the six months ended June 30, 1997 increased 83% to $338.0 million from $185.0 million for the corresponding period in 1996, and net income was $40.1 million, or 12% of revenues, for the first six months of 1997 while earnings for the same period in 1996 were $20.9 million, or 11% of revenues for that period. Net income per share was $0.32 compared to net income per share of $0.18 for the same six month period of the prior year.

42. On October 21, 1997, PeopleSoft issued a press release announcing its results for its 1997 third fiscal quarter ended September 30, 1997. The Company reported revenues, net income and net income per share for the third quarter of 1997 of $217.1 million, $28.7 million and $0.23, respectively, as compared with revenues, net income and net income per share of $117.4 million, $13.2 million and $0.11, respectively, reported for the corresponding period of 1996. For the nine-month period, the Company reported that revenues had increased 84% to $555.1 million from $302.4 million for the corresponding period in 1996. Net income was $68.8 million, or 12% of revenues, for the first nine months of 1997 while earnings for the same period in 1996 were $34.1 million, or 11% of revenues for that period. Net income per share was $0.55 compared to net income per share of $0.29 for the same nine month period of the prior year.

43. On February 3, 1998, PeopleSoft issued a press release announcing its results for its 1997 fourth fiscal quarter and year ended December 31, 1997. The Company reported revenues, net income and net income per share for the fourth quarter of 1997 of $260.6 million, $39.5 million, and $0.16, respectively, as compared with revenues, net income and net income per share for the fourth quarter of 1996 of $147.7 million, $1.7 million and $0.01, respectively. In comparing the results to 1996, the Company repeated that the results for the fourth quarter of 1996 included a "one time write-off" of in-process research and development and other acquisition-related costs of $26.5 million incurred in connection with the acquisition of PMI and other non-recurring charges of $2.9 million associated with another acquisition, and showed the 1996 results excluding the charge. For the year ended December 31, 1997, revenues, net income, and net income per share were reported at $815.7 million, $108.3 million, and $0.44, respectively, as compared with revenues, net income and net income per share of $450.1 million, $35.9 million, and $0.15 per share, respectively for 1996.

44. In a series of press releases throughout February and March, the Company announced the implementation of its software and the signing of new contracts with various companies. For example, on February 3, 1998, the Company issued a press release announcing that Bausch & Lomb has successfully implemented PeopleSoft Supply Chain for its eyewear products worldwide and that Hewlett-Packard's Test and Measurement Organization ("TMO") had implemented PeopleSoft Supply Chain optimization solution across nine of their global divisions with plans to deploy the solution across other TMO divisions worldwide in 1998. In discussing demand for its products, the press releases noted the following:

45. On February 3, 1998, the Company also announced that Boeing Company had selected a number of PeopleSoft HRMS applications as the software it would use to standardize and streamline its human resources, payroll and benefit administration processes. The Company also announced in a separate press release that PeopleSoft 7 was in production at new and existing customer sites and had been licensed by over 200 new customers. PeopleSoft 7 became available in September 1997. Defendant Taylor stated, "We are pleased to announce production customers so soon after the general availability of this release."

46. On February 9, 1998, the Company announced the signing of global consulting agreements with Andersen Consulting, Deloitte & Touche Consulting Group, KPMG Consulting, a part of KPMG Peat Marwick LLP, and Price Waterhouse LLP. The press release further noted that "'[t]hese global consulting agreements are an important component of PeopleSoft's strategy to help multinationals achieve their business objectives.'"

47. On February 17, 1998, the Company announced that Omnipoint Corporation and Powertel Inc. completed rapid implementations of PeopleSoft Financial applications and announced that 22 new communications, transportation and utilities organizations had licensed PeopleSoft applications in the prior three months.

48. In the third week of February 1998, PeopleSoft's senior management participated in a mini-informational roadshow sponsored by BT Alex. Brown held in San Francisco. In the roadshow and in follow-up conversations, PeopleSoft senior management (D. Duffield/Codd) told analysts, money managers and large shareholders the following:

Company insiders also told the securities analysts that PeopleSoft did not anticipate any adverse impact from any delay by potential customers in upgrading computer systems in anticipation of any complications arising from Y2K issues. Analysts repeated PeopleSoft's statements to the market in analyst reports, including a February 21, 1998 report by BT Alex. Brown.

49. The upbeat and bullish announcements of February 1998, culminating in the aforementioned meeting with securities analysts, had their intended effect of garnering the support of the investment community and bolstering the price of the Company's common stock. For example, BT Alex. Brown reiterated a "strong buy" rating on PeopleSoft stock, stating their belief that "[w]e continue to believe that PeopleSoft possesses excellent momentum and that the stock holds significant upside potential from current levels," and the prospect that PeopleSoft would "continue generating superior growth over the next several years."

50. March 4, 1998, the Company announced that several financial services organizations, including Fleet Bank and Metropolitan Life Insurance, successfully implemented the Company's enterprise applications. The press release also noted that 44 licensing agreements were signed in the fourth quarter of 1997.

51. On March 30, 1998, the Company announced, during a special press/analyst meeting in New York, that PeopleSoft 7.5, which included global functionality and data integration capabilities specifically designed for the financial services industry, would be available beginning in the second quarter of 1998. In addition, a new application suite, PeopleSoft Profitability Management for Financial Services, would be available in beta in the second half of 1998. During the meeting, which was described as upbeat, and in follow-up conversations with analysts, reporters and large shareholders, PeopleSoft management (D. Duffield/Codd) also stated:

Analysts repeated this information to the market in analyst reports, including a March 31, 1998 report by BT Alex. Brown.

52. On April 2, 1998, the Company announced the availability of PeopleSoft 7.5 Financials, a global enterprise financials application product. Deloitte Consulting provided the financial expertise to ensue the compliance of PeopleSoft 7.5 Financials with the Latin Accounting Model.

53. On April 6, 1998, the Company announced that British Red Cross had chosen PeopleSoft HRMS to upgrade existing human resource applications. On April 21, 1998, the Company announced that the Department of the Navy had selected PeopleSoft human resources management applications to consolidate its personnel and payroll management processes in the United States, overseas and aboard ships.

54. Also on April 21, 1998, the Company announced that the Board of Directors had approved amendments to its Stockholder Rights Plan to, among other things, increase the exercise price of the rights from $22.50 per right to $190.00 per right.

55. On April 21, 1998, the Company issued another press release announcing sales and earnings for the quarter ended March 31, 1998. According the announcement, revenues, net income and net income per share for the first quarter of 1998 were $277.7 million, $33.8 million, and $0.13, respectively, which compared to $153.7 million, $17.8 million and $.07, respectively from the year prior.

56. The press release further noted:

57. On April 27, 1998, the Company announced "momentum for PeopleSoft Select, PeopleSoft's business software solution for medium-sized companies with annual revenues less than $250 million." According to the press release, 19 new customers had joined more than 450 medium-sized companies that were already running their businesses on PeopleSoft's business software.

58. These announcements and other statements by defendants from February 3 through mid-April, which announced new products, new contracts and projections concerning the Company's future revenues, earnings and prospects, caused the price of the Company's stock to increase from $35 to an all time high of $55-15/16 per share. The Individual Defendants took advantage of this inflation, selling 1.1 million shares of their PeopleSoft stock for proceeds of $45.0 million in the month of May 1998 alone.

59. On May 1, 1998, the Company announced that four leading healthcare organizations had implemented PeopleSoft's enterprise business applications in less than four months.

60. As a result of the foregoing announcements, PeopleSoft stock was upgraded to a Buy by Merrill Lynch.

61. On May 11, 1998, the Company announced in a press release that it and SPL WorldGroup (SPL) announced an agreement to provide software integration and to embark on a joint sales, marketing and support effort for the utilities industry. Reinforcing its commitment to this relationship, the Company disclosed that it made a minority equity investment in SPL WorldGroup. Also, in a separate press release, the Company disclosed that 44 new state and local government organizations had licensed PeopleSoft enterprise applications in the past 6 months.

62. On May 18, 1998, the Company issued another press release touting that "[l]eading companies around the world continue to choose PeopleSoft enterprise applications to run their businesses." In the same press release the Company announced that more than 175 new customers signed licensing agreements in the first quarter of 1998, including a number of leading organizations such as Princeton University, City of Los Angeles and Paramount Pictures, Inc. The following was further noted in the press releases:

The press release went on to highlight recently reported news and licensing activity from the Company's nine industry business units.

63. Also on May 18, 1998, the Company announced that it had joined forces with nine software vendors to deliver complete solutions for a broad range of manufacturing and distribution organizations. These combined solutions would help companies more effectively manage the manufacturing and supply chain resources that are required to build and deliver products for their customers on time and at the lowest possible cost, according to the press release.

64. On May 19, 1998, the Company issued another press release stating that it had expanded its roster of retail business customers with the signing of new licensing agreements with several North American retailers in recent months including, among others, Borders Group, Inc., Brooks Brothers and Tricon Global Restaurants.

65. In a series of announcements involving its overseas' operations, the Company announced on May 25, 1998, that PeopleSoft Japan KK was announcing implementation service partnership agreements with five leading corporations including Nippon Telegraph and Telephone Corporation.

66. On July 21, 1998, PeopleSoft announced its second quarter 1998 results including revenues, net income and EPS of $320.5 million, $39.2 million and $0.15 (diluted), respectively.

67. On September 4, 1998, following the stock market's recent pullbacks, after the close of trading, PeopleSoft's entire senior management team sponsored an unusual, and hastily scheduled, telephonic conference call with each of the securities analysts that followed the Company. The conference call was extremely upbeat and bullish, and cast the Company's business and prospects in an extremely positive light. During this conference call, PeopleSoft management graphically highlighted the strength of the Company's franchise and the health of its business.

68. During this analyst conference call, Company management reassured the financial community that there had been no adverse developments in the Company's business or with the Company's prospects or demand for its products. Specifically, during the conference call, PeopleSoft's management:

69. The September 4, 1998 conference call had its intended effect of stabilizing the market price of PeopleSoft stock. Indeed, shortly after the conference call, the securities analysts following the Company, relying on management's representations, declared that the Company's problems were behind it, and emphasized positive ratings for the Company.

70. On October 2, 1998, the Company's stock dropped $8 to close at $24-5/16, losing about $2 billion of its market capitalization as a result of a pair of downgrades by investment banks who had expressed concern over slowing growth at PeopleSoft. However, PeopleSoft's stock continued to trade at artificially inflated levels through the remainder of the Class Period as PeopleSoft failed to disclose the extent of its problems.

71. On October 20, 1998, the Company issued a press release announcing its results for the third fiscal quarter ended September 30, 1998. Revenues, net income and net income per share for the third quarter of 1998 were reported at $351.3 million, $44.2 million, and $0.17, respectively, as compared with revenues, net income and net income per share for the third quarter of 1997 of $217.1 million, $28.7 million and $0.11, respectively. For the nine months ended September 30, 1998, revenues were reported to have increased 71% to $949.5 million from $555.1 million for the corresponding period in 1997. Net income was $117.1 million, or 12% of revenues. Net income per share was $0.45 compared to net income per share of $0.27 for the same nine-month period of 1997.

72. Also on October 20, 1998, PeopleSoft announced that it had completed the acquisition of Intrepid Systems. According to a Company press release, the acquisition was completed in early October 1998. PeopleSoft acquired Intrepid for approximately $45 million in cash, rather than in the stock-for-stock exchange announced in June. According to the release, the transaction was changed "to facilitate a more rapid close."

UNDISCLOSED ADVERSE INFORMATION

73. On January 28, 1999, after the close of trading, PeopleSoft shocked the investment community by issuing a press release in which it announced that its financial results for fiscal years 1996, 1997 and 1998 may have to be restated to reflect changes in accounting for in-process research and development. In conjunction with issuing its financial results for the year and fourth quarter ended December 31, 1998, PeopleSoft revealed that the SEC was reviewing PeopleSoft's accounting methods for the PMI acquisition in 1996 and it was "clearing with" the SEC its accounting for the Intrepid acquisition. The Company also disclosed that it would be cutting 6% of its total workforce, that fourth quarter earnings would be below analysts' expectations, and that, due to the formation and distribution of a "research and development company" called Momentum Business Applications ("Momentum") to its shareholders, the Company would no longer be able to account for any future acquisition as a pooling of interest. As a result, future acquisitions will be accounted for using the purchase method of accounting, necessitating large write-offs of in-process research and development costs related to the companies acquired.

74. As reported by The New York Times on January 29, 1999, the creation of Momentum has also caught the attention of federal securities regulators. According to The New York Times, Momentum shares office space with PeopleSoft and has nothing more than defendant Codd as its Chief Executive Officer and $250 million in PeopleSoft cash. The creation of Momentum, and its spin-off to PeopleSoft shareholders, has allowed PeopleSoft to transfer research costs to its "affiliate" resulting in an improved bottom line for PeopleSoft. According to the article, parent companies record large one-time charges to make payments to subsidiaries. In the case of PeopleSoft, the Company's January 28, 1999 press release revealed: (1) a contribution of $250 million to Momentum prior to the distribution of its shares, and (2) an expected charge of $175 million in the first quarter of 1999 related to the formation of Momentum and the distribution of its shares. PeopleSoft plans to exclude Momentum from its financial statements by the end of the first quarter of 1999. Analysts now project that PeopleSoft will only have EPS of $.64-$.67 in 1999 compared to Class Period projections of $.91+.

75. Upon this January 28, 1999 news, PeopleSoft shares dropped 25% to close to $18 per share in after-market trading. PeopleSoft's common stock traded as high as $55-15/16 per share during the Class Period.

76. During the Class Period, defendants materially misled the investing public, thereby inflating the price of PeopleSoft stock, by publicly issuing false and misleading statements and omitting to disclose material facts necessary to make defendants' statements, as set forth herein, not false and misleading. Said statements and omissions were materially false and misleading in that they failed to disclose material adverse information and misrepresented the truth about the Company, its business and operations, including, inter alia, that:

(a) PeopleSoft's financial condition was materially worse than reported in Company statements;

(b) Defendants misinformed the market regarding the strength and stability of the Company's underlying operations and trends, especially with respect to the slowdown in orders by its customers due to delayed purchases of PeopleSoft applications as customers spent money to fix the pending Y2K problem;

(c) PeopleSoft's financial condition and the intrinsic economic value of its shares were weakened and were diminishing because of undisclosed adverse trends and circumstances that contradicted and undermined defendants' assurances regarding the Company's performance and prospects and the intrinsic value of the stock disseminated to investors during the Class Period;

(d) Defendants' positive statements and assurances disseminated to the investing public during the Class Period regarding the financial condition and performance of PeopleSoft and the trends in its business were lacking a reasonable basis because of the individual and collective impact of the factors set forth above and which defendants knowingly and/or recklessly disregarded and failed to disclose;

(e) Y2K problems and concerns were not a positive factor in the demand for PeopleSoft's products but were actually hurting demand;

(f) As opposed to being intentionally restrained, PeopleSoft's operating margins were inflated due to the Company's excessive in-process charges in connection with the acquisition of PMI which resulted in PeopleSoft reporting lower amortization expense than it reasonably should have reported;

(g) By mid-1998, PeopleSoft was having a much more difficult time competing with Baan and SAP as these vendors were cutting prices in key markets to maintain finance market share which was adversely affecting orders for PeopleSoft products;

(h) PeopleSoft's growth was slowing and the Company was being adversely affected, to a greater degree than PeopleSoft disclosed, by a general slowdown in the electronic resource planning market;

(i) As a result of the slowdown in orders, PeopleSoft failed to properly disclose this know trend, and therefore, the Company was knowingly or recklessly recording earnings greater than those actually earned. The defendants knowingly or recklessly failed to disclose this fact in violation of Item 303 of Regulation S-K [17 C.F.R. §229.303]; and

(j) As a result of the foregoing negative factors, defendants knew that the forecasts of 1999 EPS of $0.91+ and growth rates of 45%-65% were false when made as those results could not and would not be achieved.

PEOPLESOFT'S MANIPULATION OF ITS FINANCIAL RESULTS

77. Despite defendants' representations to the contrary, PeopleSoft's Class Period financial statements failed to comply with Generally Accepted Accounting Principles ("GAAP") causing PeopleSoft to consider the restatement of its financial statements in the manner discussed above. Any restatement constitutes defendants' own admission that PeopleSoft's Class Period financial statements were materially false and misleading.

78. PeopleSoft's write-off of $26.5 million in in-process R&D for an acquisition that cost $28.5 million was unreasonable and inconsistent with the statements made in the October 22, 1996 press release which touted PMI's development successes. Pursuant to GAAP, as set forth in SFAS No. 2, only costs of intangibles purchased from others for use in research and development activities which have no alternative use should be written off. As stated in PeopleSoft's October 22, 1996 press release, the reason for the acquisition of PMI was the success of the PeopleSoft Manufacturing product which PMI developed, which product already had been licensed to customers. Clearly, these development efforts had progressed beyond the initial conceptual and design phase and should have been capitalized and amortized. See SFAS No. 2, ¶¶8-11. However, in order to show more favorable earnings in future quarters and in the fourth quarter of 1996, PeopleSoft wrote off an astounding 93% of the acquisition. The excessive charge was not viewed a negative as PeopleSoft reported its results excluding the charge for purposes of comparing its operating results to prior results. This had the intended effect of reducing future operating expenses.

79. GAAP encompass the rules, conventions and practices recognized and employed by the accounting profession for the preparation of financial statements. The SFAS are promulgated by the profession's Financial Accounting Standards Board, and are considered the highest authority of GAAP. Other authoritative pronouncements include Accounting Principles Board Opinions ("APB") and Statements of Position of the American Institute of Certified Public Accountants ("SOP"). Financial statements filed in any documents with the SEC are required by Regulation S-X (17 C.F.R. §210.4-01(a)(1)) to conform to GAAP. PeopleSoft's financial statements which were included in its public filings were not prepared in accordance with GAAP, for inter alia, the following reasons:

(a) The principle that financial reporting should provide information that is useful to present and potential investors and creditors and other users in making rational investment, credit and similar decisions was violated (FASB Statement of Concepts No. 1, ¶34);

(b) The principle that financial reporting should provide information about the economic resources of an enterprise, the claims to those resources, and the effects of transactions, events, and circumstances that change resources and claims to those resources was violated (FASB Statement of Concepts No. 1, ¶40);

(c) The principle that financial reporting should provide information about how management of an enterprise has discharged its stewardship responsibility to owners (stockholders) for the use of enterprise resources entrusted to it was violated. To the extent that management offers securities of the enterprise to the public, it voluntarily accepts wide responsibilities for accountability to prospective investors and to the public in general (FASB Statement Concepts No. 1, ¶50);

(d) The principle that financial reporting should provide information about an enterprise's financial performance during a certain time period was violated. Investors and creditors often use information about the past to help in assessing the prospects of an enterprise. Thus, although investment and credit decisions reflect investors' expectations about future enterprise performance, those expectations are commonly based at least partly on evaluations of past enterprise performance (FASB Statement of Concepts No. 1, ¶42);

(e) The principle that financial reporting should be reliable in that it represents what it purports to represent was violated. That information should be reliable as well as relevant is a notion that is central to accounting (FASB Statement of Concepts No. ¶¶58-59);

(f) The principle of completeness, which means that nothing is left out of the information that may be necessary to insure that it validly represents underlying events and conditions was violated (FASB Statement of Concepts No. 2, ¶79);

(g) The principle that conservatism be used as a prudent reaction to uncertainty to try to ensure that uncertainties and risks inherent in business situations are adequately considered was violated. The best way to avoid injury to investors is to try to ensure that what is reported represents what it purports to represent (FASB Statement of Concepts No. 2, ¶¶95, 97); and

(h) The principle that revenue must be realizable (collectible) and earned prior to recognition was violated (FASB Statement of Concepts No. 5, ¶83).

DEFENDANTS' INSIDER SELLING

80. PeopleSoft's insiders issued false and misleading statements about PeopleSoft's business for the purpose of selling 8.2 million shares at inflated prices, after "flipping options" at substantially below-market prices, for proceeds exceeding $232 million. Notwithstanding their access to non-public information resulting from their positions and responsibilities with the Company, the Individual Defendants sold the following amounts of PeopleSoft shares at artificially inflated prices throughout the Class Period without disclosing the material non-public information known or available to them:

INDIVIDUAL DEFENDANTS' INSIDER SELLING

DURING THE CLASS PERIOD

FIRST CLAIM FOR RELIEF

For Violation of §10(b) Of The Exchange

Act And Rule 10b-5 Against All Defendants

81. Plaintiff incorporates ¶¶1-80 by reference.

82. During the Class Period, defendants disseminated or approved the false statements specified above, which they knew or recklessly disregarded were misleading in that they contained misrepresentations and failed to disclose material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

83. Defendants violated §10(b) of the Exchange Act and Rule 10b-5 in that they:

(a) Employed devices, schemes, and artifices to defraud;

(b) Made untrue statements of material facts or omitted to state material facts necessary in order to make statements made in light of the circumstances under which they were made, no misleading; or

(c) Engaged in acts, practices, and a course of business that operated as a fraud or deceit upon plaintiff and others similarly situated in connection with their purchases of PeopleSoft securities and publicly traded options during the Class Period.

84. Plaintiff and the Class have suffered damages in that, in reliance on the integrity of the market, they paid artificially inflated prices for PeopleSoft stock and options. Plaintiff and the Class would not have purchased PeopleSoft stock or options at the prices they paid, or at all, if they had been aware that the market prices had been artificially and falsely inflated by defendants' misleading statements.

85. As a direct and proximate result of these defendants' wrongful conduct, plaintiff and the other members of the Class suffered damages in connection with their purchases of PeopleSoft common stock and its publicly traded options during the Class Period.

SECOND CLAIM FOR RELIEF

For Violation Of §20(a) Of The Exchange Act

Against Defendants D. Duffield And PeopleSoft

86. Plaintiff incorporates ¶¶1-85 by reference.

87. Defendant D. Duffield acted as a controlling person of PeopleSoft within the meaning of §20(a) of the Exchange Act. By reason of his position as President, Chief Executive Officer and Chairman of PeopleSoft, and his ownership of PeopleSoft stock, D. Duffield had the power and authority to cause PeopleSoft to engage in the wrongful conduct complained of herein. PeopleSoft controlled each of the Individual Defendants and all of its employees. By reason of such conduct, D. Duffield and PeopleSoft are liable pursuant to §20(a) of the 1934 Act.

NONAPPLICABILITY OF STATUTORY SAFE HARBOR

88. The statutory safe harbor provided for forward-looking statements under certain circumstances does not apply to any of the allegedly false forward-looking statements pleaded in this Complaint. The statutory safe harbor does not apply to PeopleSoft's false financial statements. Also, none of the particular oral forward-looking statements pleaded herein were identified as "forward-looking statements" when made. None of the written forward-looking statements made were identified as forward-looking statements. Nor was it stated as to either type of forward-looking statement that actual results "could differ materially from those projected." Nor did meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statements accompany those forward-looking statements. Each of the forward-looking statements alleged herein to be false was authorized by an executive officer of PeopleSoft and was actually known by each of the Individual Defendants to be false when made.

BASIS OF ALLEGATION

89. Because the PSLRA, §21D(c) of the Exchange Act [§78u-4(c)], requires complaints to be pleaded in conformance with Federal Rule of Civil Procedure 11, plaintiff has alleged the foregoing based upon the investigation of his counsel, which included a review of PeopleSoft's SEC filing, securities analysts' reports and advisories about the Company, press releases issued by the Company, media reports about the Company, private investigations, interviews and discussions with consultants and, pursuant to Rule 11(b)(3), believes that after reasonable opportunity for discovery, substantial evidentiary support will likely exist for the allegations set forth herein.

PRAYER FOR RELIEF

WHEREFORE, plaintiff, on behalf of himself and the other members of the Class, prays for judgment as follows:

1. Declaring this action to be properly maintainable as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure and declaring plaintiff to be a proper class representative;

2. Declaring and determining that the defendants violated the federal securities laws by reason of their conduct as alleged herein;

3. Awarding monetary damages against all of the defendants, jointly and severally, in favor of plaintiff and the other members of the Class for all losses and damages suffered as a result of the acts and transactions complained of herein, together with prejudgment interest from the date of the wrongs to the date of the judgment herein;

4. Awarding plaintiff the costs, expenses and disbursements incurred in this action, including reasonable attorneys' and experts' fees; and

5. Awarding plaintiff and other members of the Class such other and further relief as the Court may deem just and proper.

JURY DEMAND

Plaintiff demands a trial by jury.

DATED: February 17, 1999

MILBERG WEISS BERSHAD
  HYNES & LERACH LLP
REED R. KATHREIN
ALISON M. TATTERSALL
DAVID R. STICKNEY

______________________________
     REED R. KATHREIN

222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545

MILBERG WEISS BERSHAD
  HYNES & LERACH LLP
WILLIAM S. LERACH
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058

SCHOENGOLD & SPORN, P.C.
SAMUEL P. SPORN
CHRISTOPHER LOMETTI
233 Broadway
New York, NY 10279
Telephone: 212/964-0046

Attorneys for Plaintiff

CASES\COMPLNTS\PEOPLSFT.CP7



1. Unless otherwise noted, all share and per share amounts are adjusted to reflect PeopleSoft's 2-for-1 stock splits in 12/94, 11/95, 11/96 and 12/97.

 

Source: http://securities.milberg.com