updated 10/6/2004 11:32:19 AM ET 2004-10-06T15:32:19

A subdued Craig Conway admitted Wednesday that he responded to a hostile takeover bid for the company he led, PeopleSoft Inc., with a campaign of “vilification” aimed at Oracle Corp. and its chief executive, Larry Ellison.

Ousted just last week as PeopleSoft’s president and chief executive, Conway is expected to face tough questioning in the Delaware Chancery Court, where Oracle is challenging PeopleSoft’s takeover defenses.

Asked by Oracle attorney Michael Carroll if his immediate response to the June 2003 offer involved a strategy of vilifying, Conway responded, “Generally.”

His testimony comes a day after a PeopleSoft board member indicated that with Conway gone, the Pleasanton, Calif., software company is more receptive to Oracle’s offer.

Director Steven Goldby told the Delaware court Tuesday that he was open to discussing a deal with Oracle at the “right price,” suggesting that the board is holding out for more than the $7.7 billion offer from the database software giant.

Conway’s uncompromising opposition to the deal was supposed to be the fulcrum of Oracle’s legal assault.

The former leader may be still be central to Oracle’s case, even though he was fired as chief executive and president Thursday.

Oracle, based in Redwood Shores, Calif., opened its case Monday by grilling Goldby about why PeopleSoft jettisoned its CEO on the eve of trial, suggesting that the board wanted Conway out of the way before an embarrassing deposition became public.

At the pretrial deposition, Oracle lawyers confronted Conway with comments he made to analysts last year, comments that downplayed the effect the takeover effort was having on PeopleSoft’s ability to close business.

Asked at the videotaped deposition whether those statements were true, Conway said, “No. They weren’t true.” He explained that he had been trying to combat the impression that PeopleSoft would not survive the Oracle bid.

Goldby testified that the critical factor in the decision to fire the CEO was not Conway’s rash comments.

Three top lieutenants — sales chief Phillip Wilmington, Chief Financial Officer Kevin Parker and marketing chief Nancy Caldwell — had all refused to work for Conway any longer, according to Goldby.

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