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. 6)
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. 6 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, 3, 4 and 5 to the Schedule 14D-9 filed with the Securities and Exchange
Commission on July 16, 2003, July 18, 2003, July 28, 2003, July 31, 2003 and
August 1, 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 the Company, 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 Tuesday, August 12, 2003, the Company and Geac issued a joint
press release whereby Geac announced that the expiration date of the subsequent
offering period for its tender offer to purchase all the Company's outstanding
common shares had been extended two days, to 5:00 p.m. EDT on Wednesday, August
13, 2003. Common shares of the Company validly tendered during the subsequent
offering period will be accepted immediately and paid for promptly as they are
accepted. Holders who validly tender during the subsequent offering period will
receive the same offer price of US$4.60 net per share, in cash, that is payable
to holders who tendered during the original offering period. Pursuant to Rule
14d-7(a)(2) under the Securities Exchange Act of 1934, no withdrawal rights will
apply during the subsequent offering period. Based upon a preliminary tally by
Equiserve Trust Company, N.A., the Depositary for the offer, 9,741,905 shares,
or 89.8% of the Company's outstanding shares, had been validly tendered by the
close of business on August 11, 2003, the originally scheduled expiration date
for the subsequent offering period.
The full text of the joint press release is attached hereto as
Exhibit (a)(40).
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented to
include the following:
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
(a)(40) Joint Press Release issued by Comshare, Incorporated and Geac
Computer Corporation Limited on August 12, 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 J. Jarzynski
----------------------------------------
Brian J. Jarzynski
Senior Vice President, Chief Financial
Officer and Treasurer
Dated: August 12, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
EX-(a)(40) Joint Press Release issued by Comshare, Incorporated and Geac
Computer Corporation Limited on August 12, 2003.