SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
COMSHARE, INCORPORATED
(Name of Subject Company)
COMSHARE, INCORPORATED
(Name of Person(s) Filing Statement)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
205912108
(CUSIP Number of Class of Securities)
Brian J. Jarzynski
Senior Vice President, Chief Financial Officer and Treasurer
Comshare, Incorporated
555 Briarwood Circle
Ann Arbor, Michigan 48108
(734)994-4800
(Name, Address and Telephone No. of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
with copies to:
Thomas S. Vaughn, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313) 568-6800
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
This Amendment No. 2 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on July 1, 2003, as amended by Amendment No.
1 to the Schedule 14D-9 filed with the Securities and Exchange Commission on
July 16, 2003, by Comshare, Incorporated (the "Company"), a Michigan
corporation, relating to the tender offer made by Conductor Acquisition Corp.,
(the "Purchaser") a Michigan corporation and an indirect wholly owned subsidiary
of Geac Computer Corporation Limited, a corporation governed by the Canada
Business Corporations Act, ("Geac"), as set forth in a Tender Offer Statement
filed by Purchaser on Schedule TO, dated July 1, 2003, for all of the
outstanding common stock of Comshare, including the Series A Preferred Stock
purchase rights associated thereto, at a price of $4.60 net per share, upon the
terms and subject to the conditions set forth in the Schedule TO.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to such terms in the Schedule 14D-9 or the Offer to
Purchase. The Schedule 14D-9 is hereby amended and supplemented as follows:
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(1) The following sentence is added after the first sentence of the
second paragraph under "-- Background":
"With the assistance of Bryant Park Capital, the Company identified
and contacted potential strategic and financial buyers that were
involved in the software industry and determined to be the most likely
to have sufficient financial means and the greatest interest in
acquiring the Company."
(2) The seventh sentence of the second paragraph under "-- Background"
is replaced in its entirety with the following:
"Among the matters covered were discussions with potentially
interested parties regarding the completion of preliminary due
diligence."
(3) The following sentence is added after the last sentence of the
second paragraph under "-- Background":
"At that time, one interested party was conducting continuing due
diligence and discussing a preliminary valuation of the Company (which
was less than the consideration ultimately provided in the Merger
Agreement), and other interested parties were considering whether to
continue discussions with the Company."
(4) The first sentence of the third paragraph under "-- Background" is
replaced in its entirety with the following:
"On April 1, 2003, David Friend, a member of Geac's Board of
Directors, contacted John F. Rockart, a member of the Company's Board
of Directors, to suggest that the two companies might explore the
possibility of a business combination. The Company and Geac had not
previously had discussions regarding a transaction."
(5) The following sentence is added after the sixth sentence of the
fourth paragraph under "-- Background":
"No party which initially expressed an interest in acquiring the
Company, other than Geac, ultimately decided to pursue, at a higher
price, a transaction with the Company."
(6) The following sentence is added at the end of the eighth paragraph
under "-- Background":
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"The principal substantive issues that remained outstanding at June
18, 2003 included the definition of the term "material adverse
effect," the timing of commencement of the Offer, the outside date for
extensions of the Offer, the scope of certain representations and
warranties of the Company, the completion of the Company's disclosure
schedules, and the need to negotiate and execute new employment
agreements among the Company, Geac and Messrs. Hartlen and King."
(7) The third sentence of the ninth paragraph under "-- Background" is
replaced in its entirety with the following:
"Also at such meeting, Bryant Park Capital made a financial
presentation to the Board and rendered to the Board an oral opinion
(which opinion was confirmed by delivery of a written opinion dated
June 22, 2003, the date of the Merger Agreement) to the effect that,
as of the date of the opinion and based upon and subject to certain
matters stated in the opinion, the $4.60 net per Share cash
consideration to be received in the Offer and the Merger, taken
together, by holder of the Shares (other than Geac and its affiliates)
was fair, from a financial point of view, to such holders."
(8) The first sentence of the twelfth paragraph under "-- Background"
is replaced in its entirety with the following:
"The Company's Board of Directors met on June 29, 2003 to consider a
letter, dated and received by the Company on June 27, 2003, from a
party expressing an interest in submitting a proposal to acquire all
of the outstanding Shares at an unspecified cash price, subject to
completion of due diligence."
(9) The following sentence is added at the end of the twelfth
paragraph under "-- Background":
"The only contact from the third party since that time has been two
telephone calls from the party's legal counsel to the Company's legal
counsel, the last call occurring on July 1, 2003, requesting the
commencement of initial due diligence and a meeting to discuss its
interest in submitting a proposal. The caller was advised of the
Board's conclusion described above. The third party has provided no
additional information regarding the proposal for consideration by the
Company's Board."
(10) The second bullet point under " -- Reasons for the
Recommendation" is replaced in its entirety with the following:
o "Current financial market conditions and historical market prices,
volatility and trading information concerning the Shares. Because
of the low daily trading volume of the Shares, which averaged
approximately 21,200 Shares during the twelve months ended June
18, 2003, there has been limited liquidity for the Shares. As a
result of this limited liquidity, together with a per Share price
of less than $5 and a market capitalization of less than $100
million, the Company believes that the internal policies of many
institutional investors would restrict them from purchasing the
Shares. The Company believes that these factors have contributed
to significant volatility in the market price of the Shares, which
has ranged from a low of $1.01 to a high of $3.87 per Share in the
twelve months ended June 10, 2003, and have continued to exert
negative pressure on that the market price of the Shares. The
Board, however, also considered that the market prices of many
other publicly traded stocks have generally declined over the past
few years, as evidenced by declines in the NASDAQ Composite
Index;"
(11) The third bullet point under "-- Reasons for the Recommendation"
is replaced by in its entirety with the following:
o "Current and expected conditions in the software industry, and
the current uncertainties with respect to the economic environment
and general market conditions. In particular, the Board noted the
continued constrained spending by businesses with respect to their
information technology systems, which
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began in 2001, and has adversely affected revenues and
operating results of many companies in the software industry,
including the Company;"
(12) The following sentence is added after the first sentence of the
third bullet point under the fourth bullet point under "-- Reasons for the
Recommendation":
"Customers and prospective customers were concerned that, if the
Company was unable to keep its products competitive through
continuous upgrades, they would have to replace the Company's
software with more functional software and lose the substantial
investments they have made or would make to license and implement
the Company's software. This makes customers and prospective
customers less likely to purchase, or expand their purchases, of
the Company's products;"
(13) The sixth bullet point under "-- Reasons for the Recommendation"
is replaced in its entirety with the following:
o "The evaluation undertaken by the Board in November 2002, with the
assistance of senior management and the Company's financial and
legal advisors, of the Company's strategic alternatives to being
acquired, including continuing to operate as an independent
company or engaging in a business combination with another
company, the risks involved in continuing to operate as an
independent company and the expected timing and likelihood of
accomplishing various strategic alternatives;"
(14) The seventh bullet point under "-- Reasons for the Recommendation"
is replaced in its entirety with the following:
o "The process undertaken to seek potential acquirers of the
Company, including the use of a process to determine the level of
interest of potential acquirers by contacting specifically
identified potential strategic and financial buyers that were
involved in the software industry and determined to be the most
likely acquirers of the Company, and the Board's view that
conducting an extensive public auction process to sell the
Company, entailing the risks to its customer base and employee
retention that are inherent in a public auction, would have been
detrimental to the Company's existing operations;"
(15) The first sentence of the tenth bullet point under "-- Reasons for
the Recommendation" is replaced in its entirety with the following:
"The financial presentation made by Bryant Park Capital to the Board,
including the opinion of Bryant Park Capital to the Board as to the
fairness, from a financial point of view and as of the date of the
opinion, of the $4.60 net per Share cash consideration to be received
in the Offer and the Merger by holders of Shares (other than Geac and
its affiliates)."
(16) The following bullet point is added after the fourteenth bullet
point under "-- Reasons for the Recommendation":
o "The actual and potential conflicts of interest presented by the
relationship between Mr. Crandall and Bryant Park Capital, which
is described under Item 5 of this Statement, and the extensive
involvement Mr. Crandall had in the process of seeking potential
acquirers for the Company and the negotiation of the Offer and
Merger."
ITEM 5. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(1) The third sentence of the first paragraph of this item is
replaced in its entirety with the following:
"The aggregate fee payable to Bryant Park Capital is currently
estimated to be approximately $847,500, all of which is contingent
upon the consummation of the Offer and the Merger, except
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for approximately $250,000 in retainer fees paid to Bryant Park
Capital by the Company, of which $225,000 was paid in fiscal year
2003."
(2) The fifth sentence of the first paragraph of this item is
replaced in its entirety with the following:
"In addition, Richard Crandall, a senior advisor of Bryant Park
Capital, is a member of the Company's Board and, pursuant to an
agreement between Bryant Park Capital and Mr. Crandall, he will
receive one third of the aggregate fee payable to Bryant Park Capital
in connection with the Offer and the Merger."
ANNEX B. INFORMATION STATEMENT.
(1) The third and fourth sentences of the of the fifth paragraph are
deleted in their entirety.
(2) The penultimate sentence of the third paragraph under "Board of
Directors and Committees -- Board Committees and Meetings" is replaced in its
entirety with the following:
"The members of the Nominating Committee are Messrs. MacKinnon and
Stafford, and Dr. Rockart. Mr. Crandall resigned from the Nominating
Committee on February 14, 2003 and was replaced by Mr. MacKinnon."
(3) The beneficial ownership table is revised to add the following
beneficial owners and footnote (5), and to add a reference to footnote (5) next
to "Codec Systems Limited," under "Stock Ownership of Certain Beneficial Owners
and Management -- Principal Shareholders":
"1,678,566 (5) Geac Computer Corporation Limited 15.36%
11 Allstate Parkway, Suite 300
Markham, Ontario L3R 9T8
1,678,566 (5) Conductor Acquisition Corp. 15.36%
11 Allstate Parkway, Suite 300
Markham, Ontario L3R 9T8
(5) Geac and Purchaser, and each of Codec, Anthony Stafford and
Dennis G. Ganster entered into a Tender and Voting Agreement,
dated June 22, 2003. As a result, Geac and Purchaser may be deemed
to have shared voting power and/or shared dispositive power over,
and therefore may beneficially own, 1,678,566 shares of Common
Stock owned by Codec and Mr. Ganster. Shares beneficially owned by
Geac and Purchaser do not include 5,000 shares owned by Mr.
Ganster's spouse, who is not a party to a Tender and Voting
Agreement. For a summary of the Tender and Voting Agreements, see,
"Item 3. Past Contacts, Transactions, Negotiations and Agreements
-- Tender and Voting Agreements" -- in the Schedule 14D-9, to
which this Information Statement forms Annex B, which is
incorporated in this Information Statement by reference."
(4) The following is added at the end of footnote (3) under "Stock
Ownership of Certain Beneficial Owners and Management -- Principal
Shareholders":
"Mr. Stafford may be deemed to have shared voting power and/or shared
dispositive power over, and therefore, Mr. Stafford may beneficially
own, the 1,441,882 shares of Common Stock owned by Codec."
(5) The following is added at the end of footnote (4) under "Stock
Ownership of Certain Beneficial Owners and Management -- Stock Ownership of
Management":
"Geac, Purchaser and Mr. Ganster entered into a Tender and Voting
Agreement, dated June 22, 2003. As a result, Geac and Purchaser may
be deemed to have shared voting power and/or shared dispositive power
over, and therefore may beneficially own, 236,684 shares of Common
Stock owned by Mr. Ganster. Shares beneficially owned by Geac and
Purchaser do not include 5,000 shares owned by Mr. Ganster's spouse,
who is not a party to a Tender and Voting Agreement. For a summary of
the Tender and Voting Agreements, see "Item 3. Past
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Contacts, Transactions, Negotiations and Agreements -- Tender and
Voting Agreements" -- in the Schedule 14D-9, to which this Information
Statement forms Annex B, which is incorporated in this Information
Statement by Reference."
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COMSHARE, INCORPORATED
By: /s/ Brian J. Jarzynski
--------------------------------
Brian J. Jarzynski
Senior Vice President, Chief Financial
Officer and Treasurer
Dated: July 18, 2003