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. 3)
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. 3 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 Nos.
1 and 2 to the Schedule 14D-9 filed with the Securities and Exchange Commission
on July 16, 2003 and July 18, 2003, respectively, 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 is added after the second sentence of the second
paragraph under "-- Background":
"The parties selected by the executive officers of the Company to be
contacted were identified in discussions among the Board of Directors,
executive officers of the Company and representatives of Bryant Park
Capital. The parties were selected based upon the executive officers',
Bryant Park Capital's and Mr. Crandall's knowledge of the software
industry, the business and acquisition activities of the identified
parties, and research conducted by Bryant Park Capital regarding the
identified parties. The principal criteria used in identifying and
selecting the parties to be contacted were:
(i) involvement in the enterprise software industry, either as
a provider of enterprise software products or as a
financial buyer acquiring software companies;
(ii) the extent to which the Company's products, technology,
markets and business operations complement those of the
party and the potential opportunities for cost savings from
the integration of the two companies, since the Company
believed that, the more complementary the businesses were,
and the greater the potential cost savings from
integrating, the more likely the party would be interested
in acquiring the Company and the higher the value they
might be willing to pay;
(iii) the financial position of the party, as a means of
evaluating a party's ability to finance an acquisition of
the Company and pay a higher price; and
(iv) recent acquisition activity or announcements, as a
indication of a party's interest in considering an
acquisition and preparedness to complete an acquisition."
(2) The seventh sentence of the second paragraph under "--Background"
is replaced in its entirety with the following:
"As of February 14, 2003, there were six potentially interested
parties. The Board of Directors' discussion at the meeting, to the
extent that it related to the potential acquisition of the Company,
involved the level of preliminary due diligence undertaken to date by
these parties, the level of interest expressed by each of these
parties in making a proposal to acquire the Company, which ranged from
interested to uncertain, and a report on the other parties contacted
that had decided not to pursue an acquisition of the Company. The
Board of Directors directed Mr. Crandall to seek preliminary
acquisition proposals from the interested parties, including an
indication of a preliminary valuation range. As indicated below, only
one of the interested parties ultimately provided such a preliminary
acquisition proposal."
(3) The seventh sentence of the fourth paragraph under "--Background"
is replaced in its entirety with the following:
"No party which initially expressed an interest in acquiring the
Company, other than Geac, ultimately decided to pursue, at a higher
price than $4.60 per Share (the ultimate price of Geac's Offer), a
transaction
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with the Company. The reasons provided to the Company by parties
deciding not to pursue a transaction with the Company varied from party
to party, and in some cases no reason was given. The reasons provided
were (i) insufficient product synergies, (ii) different product
direction than the Company's products, (iii) high perceived cost of
integrating the Company and its products, (iv) the Company's high
operating costs, which were perceived by the party as high, (v)
incompatible base technologies and/or the high cost of maintaining
multiple base technologies and (vi) lack of time, interest or resources
to pursue an acquisition."
(4) 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. The
strategic alternatives considered by the Board were (i) the sale
of the Company, (ii) continuing to operate the Company as then
currently structured, (iii) restructuring the Company to
significantly reduce its operating costs, (iv) changing management
of the Company and (v) revising the Company's business strategy to
refocus its product offerings on the needs of specific industries.
The Board believed that each of the alternatives other than the
sale of the Company would take a substantial period of time and
effort to implement and involved uncertainties as to the Company's
ability to successfully implement the alternative. The Board also
was not confident that these alternatives would ultimately provide
increased shareholder value, even if successfully implemented, and
determined that they involved the risk of decreasing shareholder
value if not successfully implemented. Based upon this evaluation,
the Board decided to determine the level of interest potential
acquirers had in acquiring the Company to assist it in determining
if the sale of the Company was in the best interests of the
Company's shareholders;"
(5) 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 enterprise 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. The process of
identifying and selecting the potential acquirers to be contacted
is described under "--Background." The process of contacting
potential acquirers was conducted primarily by Mr. Crandall, with
the assistance of representatives of Bryant Park Capital.
Discussions with potential acquirers concerning their interest in
acquiring the Company were principally conducted by Mr. Crandall,
who provided periodic updates of his activities to the executive
officers of the Company and the Board of Directors. Executive
officers of the Company and representatives of Bryant Park Capital
also participated in some of these discussions. The Board of
Directors, in determining to recommend the Offer and Merger, took
into consideration that potentially interested parties had been
contacted whom they believed to be the most likely acquirers of
the Company, but that a public auction had not been conducted.
Accordingly, the Board of Directors required the inclusion in the
Merger Agreement of provisions permitting it to withdraw or modify
its recommendation of the Offer and Merger, to terminate the
Merger Agreement and to accept a Superior Proposal (as defined
below) if a Superior Proposal was received by the Company after
the execution and announcement of the Merger Agreement. A
discussion of these provisions is contained in the fifteenth
(15th) bullet point under "--Reasons for the Recommendation;"
ANNEX B. INFORMATION STATEMENT.
(1) The following is added at the end of footnote (1) under "Stock
Ownership of Certain Beneficial Owners and Management -- Principal
Shareholders":
"Benson Associates, LLC ("Benson") is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940. Persons
other than Benson have the right to receive dividends from or the
proceeds of the sale of the Company's Common Stock held by Benson, no
one of which holds such rights to receive proceeds or dividends with
respect to more than 5% of the outstanding shares of the Company's
Common Stock. Benson disclaims beneficial ownership of the Common
Stock reported in the table as beneficially owned by it."
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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 28, 2003
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