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. 7)
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. 7 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, 5 and 6 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, August
1, 2003 and August 12, 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 Wednesday, August 13, 2003, the Company and Geac issued a joint
press release whereby Geac announced the successful completion of the subsequent
offering period for Geac's tender offer to purchase all of the outstanding
shares of common stock of the Company at a price of US$4.60 per share. The
subsequent offering period expired at 5:00 p.m. EDT on August 13, 2003. Based
upon a tally by Equiserve Trust Company, N.A., the Depositary for the offer, an
aggregate of 9,792,548 shares were validly tendered in the initial offering
period and subsequent offering period. Purchaser purchased directly from the
Company an additional 363,201 common shares of the Company at a price of US$4.60
per share, for an aggregate price of US$1,670,725, in connection with the
exercise of the top-up option granted in the Merger Agreement. The top-up shares
together with the share tendered and accepted represent a total of 10,155,749
shares, or 90.61% of the Company's 11,208,347 total shares outstanding.
The full text of the joint press release is attached hereto as
Exhibit (a)(41).
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented to
include the following:
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
(a)(41) Joint Press Release issued by Comshare, Incorporated and Geac
Computer Corporation Limited on August 13, 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 14, 2003
10-Q EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
EX-(a)(41) Joint Press Release issued by Comshare, Incorporated
and GEAC Computer Corporation Limited on August 13, 2003.