PeopleSoft advanced the timetable for a deal and threw cash into the pot as part of its 1.75-billion-dollar offer for J.D. Edwards, which would create the world's second-largest business software group.

"The amended terms of the transaction will minimize customer uncertainty arising from Oracle's recent tender offer," PeopleSoft and J.D. Edwards said in a joint statement.

PeopleSoft has described a hostile Oracle takeover bid, announced unexpectedly last week, as an effort to "disrupt" the company during its attempt to merge with J.D. Edwards.

The increasingly rancorous struggle between PeopleSoft and Oracle is shaping up as the roughest battle in the technology world since the Internet bubble burst three years ago.

Oracle said it was pressing ahead with its bid to gobble up PeopleSoft regardless of the latest announcement.

"This move does not deter Oracle and our offer remains before shareholders," Oracle spokesman Jim Finn said in a statement.

"If you consider that PeopleSoft and J.D. Edwards put together the best financing approach when they announced their original merger, this sub-optimal approach can only be a ploy to preserve management's self-interest," he said.

On Friday, PeopleSoft said it had sued Oracle in Alameda County Superior Court in California to put an end to what it described as a sham tender offer aimed at destroying PeopleSoft's business.

"By making an offer with the acknowledged intent of eliminating PeopleSoft's business, Oracle seeks to disrupt PeopleSoft's efforts to complete new sales, thus, effectively damaging PeopleSoft's business even if Oracle never buys a single share of PeopleSoft stock," said PeopleSoft president and chief executive Craig Conway.

PeopleSoft shares tumbled 17 cents or 1.00 percent to close at 16.75 dollars while J.D. Edwards leapt 73 cents or 5.60 percent to 13.77 dollars and Oracle climbed 17 cents or 1.26 percent to 13.65 dollars.

PeopleSoft and J.D. Edwards said they now hoped to complete a friendly merger by the end of September. Previously, they said negotiations might last into the fourth quarter of the year.

PeopleSoft also added 863 million dollars in cash to the previous all-stock offer for J.D. Edwards, saying it would finance the cash portion out of its own coffers, which contain about two billion dollars.

PeopleSoft and J.D. Edwards said a merger would eliminate jobs, facilities and redundant functions, and would enhance sales, resulting in synergies worth 150 million to 200 million dollars in 2004.

Under the revised offer, J.D. Edwards stockholders may choose to receive cash, stock or a combination of both for their J.D. Edwards shares.

PeopleSoft, which said it expected to start the offer "shortly", was offering 7.05 dollars plus the value of 43 percent of a PeopleSoft share for each J.D. Edwards share.

Based on Friday's closing price for PeopleSoft, the offer was worth about 1.75 billion dollars.

After the acquisition is completed, J.D. Edwards stockholders would own 14.3 percent of the combined company.

PeopleSoft said Citigroup Global Markets and Goldman, Sachs and Co. were its financial advisors, and Gibson, Dunn and Crutcher LLP its legal advisor. J.D. Edwards was using Morgan Stanley as its financial advisor, and Wilson Sonsini Goodrich and Rosati as legal advisor.

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