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. 4)
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. 4 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, 2 and 3 to the Schedule 14D-9 filed with the Securities and Exchange
Commission on July 16, 2003, July 18, 2003 and July 28, 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 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented to
include the following:
On July 30, 2003, Geac and the Company executed a consent letter
whereby the Company consented to the extension of the Offer until 12:00
midnight, Eastern time, on July 31, 2003 and Geac agreed that if Merger
Subsidiary is required to accept validly tendered shares under the terms of the
Merger Agreement, Geac shall, if requested by the Company, cause Merger
Subsidiary to provide a Subsequent Offering Period of not less than seven
business days. On July 31, 2003, Geac issued a press release announcing the
extension of the Offer until 12:00 midnight, eastern time, on July 31, 2003.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented to
include the following:
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
(a)(36) Consent Letter, dated June 30, 2003.
(a)(37) Press Release issued by Geac on July 31, 2003.
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 Jarzynski
-----------------------------------------
Brian J. Jarzynski
Senior Vice President, Chief
Financial Officer and Treasurer
Dated: July 31, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-99(a)(36) Consent Letter, dated June 30, 2003.
EX-99(a)(37) Press Release issued by Geac on July 31, 2003.