SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND SEC RULE 14F-1
(AMENDMENT NO. 1)
COMSHARE, INCORPORATED
(Name of Subject Company)
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
This Amendment No. 1 to Schedule 14F-1 amends and supplements the
Information Statement on Schedule 14F-1 initially filed with the Securities and
Exchange Commission on July 18, 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 Company's Schedule 14D-9 filed
with the Securities and Exchange Commission on July 1, 2003, or the Offer to
Purchase. The Schedule 14F-1 is hereby amended and supplemented as follows:
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 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."
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