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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
COMSHARE, INCORPORATED
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(Name of Registrant as Specified in Its Charter)
COMSHARE, INCORPORATED
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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COMSHARE, INCORPORATED
555 Briarwood Circle
Ann Arbor, Michigan 48108
(313) 994-4800
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 18, 1995
The Annual Meeting of Shareholders of Comshare, Incorporated, a Michigan
corporation, will be held at the Comshare Training Center, 555 Briarwood Circle,
Ann Arbor, Michigan 48108 on Saturday, November 18, 1995 at 11:00 a.m., for the
following purposes:
1. To elect nine directors.
2. To amend the Articles of Incorporation to increase the number of
shares of Common Stock authorized for issuance from 10,000,000 to
20,000,000.
3. To vote upon such other matters as may properly come before the
meeting or any adjournment or adjournments thereof.
The determination of shareholders entitled to notice of and to vote at the
meeting was made as of the close of business on September 25, 1995, the record
date fixed by the Board of Directors for such purpose.
You are invited to attend the meeting. Whether or not you expect to be
present, please execute and return the enclosed proxy, which is solicited by the
Board of Directors of the Company. The proxy is revocable and will not affect
your right to vote in person if you attend the meeting.
By Order of the Board of
Directors
JANET L. NEARY
Secretary
October 11, 1995
Ann Arbor, Michigan
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COMSHARE, INCORPORATED
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PROXY STATEMENT
1995 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is provided in connection with the solicitation of
proxies by the Board of Directors of Comshare, Incorporated, a Michigan
corporation (the "Company"), to be used at the Annual Meeting of Shareholders of
the Company to be held on Saturday, November 18, 1995 or at any adjournment or
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders and in this Proxy Statement. In addition to the
solicitation by mail, proxies may be solicited in person or by telephone,
telegraph or facsimile by officers, directors and employees of the Company. Such
officers, directors and employees will not be additionally compensated, but may
be reimbursed for out-of-pocket expenses in connection with such solicitation.
The cost of soliciting proxies will be borne by the Company. The principal
executive offices of the Company are located at 555 Briarwood Circle, Ann Arbor,
Michigan 48108. This Proxy Statement and the accompanying form of proxy were
first given or sent to shareholders on or about October 13, 1995.
The Company's Annual Report to Shareholders for the year ended June 30,
1995 is enclosed herewith.
Only holders of record of Common Stock of the Company at the close of
business on September 25, 1995 are entitled to vote at the meeting or any
adjournment or adjournments thereof. On that date, 5,493,515 shares of Common
Stock were issued and outstanding. Each shareholder is entitled to one vote for
each share of Common Stock held of record on the record date. Shares cannot be
voted at the meeting unless the holder is present in person or represented by
proxy. Shares may not be voted cumulatively for the election of directors.
Shares represented by a proxy in the accompanying form, unless previously
revoked, will be voted at the meeting if the proxy, properly executed, is
received by the Company before the close of business on November 17, 1995.
Shares represented by a proxy received after that time will be voted if the
proxy is received by the Company in sufficient time to permit the necessary
examination and tabulation of the proxy before a vote is taken. Shareholders who
execute a proxy in the accompanying form may nevertheless revoke the proxy at
any time before it is exercised by giving written notice to the Secretary of the
Company bearing a later date than the proxy, by submitting a later-dated proxy,
or by voting the shares represented by such proxy in person at the Annual
Meeting.
For purposes of determining the number of votes cast with respect to the
election of directors and the amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of Common Stock, only
those cast "for" or "against" are included. Abstentions are counted only for
purposes of determining whether a quorum is present at the Annual Meeting.
Broker non-votes are not counted for any purpose.
MATTERS TO COME BEFORE THE MEETING
(1) ELECTION OF DIRECTORS
Nine directors will be elected, each to hold office until the next Annual
Meeting of Shareholders and until his or her successor is elected and qualified,
or until the director's resignation or removal. The individuals who will be
nominated by the Board of Directors for election at the Annual Meeting are
listed in the table below. Except for Messrs. Bloom and Mrkonic, each of the
nominees for election is presently a director of the Company.
Shares represented by proxies in the form accompanying this Proxy Statement
will be voted for the election of the nominees listed below unless the proxy is
marked (in accordance with the instructions thereon)
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to indicate that authority to do so is withheld. If, as a result of
circumstances not now known or foreseen, any of the nominees shall be
unavailable to serve as a director, proxies will be voted for the election of
such other person or persons as the Board of Directors may select. The nominees
receiving a plurality of the votes cast at the meeting will be elected as
directors. Each shareholder is entitled to one vote for each share of Common
Stock held.
YEAR FIRST
ELECTED OR
PRINCIPAL OCCUPATION APPOINTED
NAME AGE AND OTHER INFORMATION DIRECTOR
- ------------------------------ ---- --------------------------------------------- ----------
Geoffrey B. Bloom............. 54 President and Chief Executive Officer, --
Wolverine World Wide, Inc., a manufacturer
and seller of footwear, Rockford, Michigan
Daniel T. Carroll............. 69 Chairman and President of The Carroll Group, 1986
Inc., a management consulting company, Ann
Arbor, Michigan
Richard L. Crandall........... 52 Chairman of the Board of Directors of the 1968
Company
Stanley R. Day................ 70 Retired Chairman of the Board, Champion 1967
Enterprises, Inc., a manufacturer and seller
of manufactured homes and mid-sized buses,
Dryden, Michigan
W. John Driscoll.............. 66 Retired President, Rock Island Company, a 1970
private investment company, St. Paul,
Minnesota
Alan G. Merten................ 53 Dean, Johnson Graduate School of Management, 1985
Cornell University, Ithaca, New York
George R. Mrkonic............. 42 Vice Chairman and President, Borders Group, --
Inc., an operator of book and music stores,
Ann Arbor, Michigan
John F. Rockart............... 64 Director and Senior Lecturer, Center for 1989
Information Systems Research, Massachusetts
Institute of Technology, Cambridge,
Massachusetts
T. Wallace Wrathall........... 58 President and Chief Executive Officer of the 1982
Company
Each of the foregoing persons has been engaged in the principal occupation
shown above, or in a similar one with the same employer, for more than five
years, except for Messrs. Bloom, Crandall, Mrkonic and Wrathall.
Prior to being named Chairman of the Board of the Company in April 1994,
Mr. Crandall had served as President and Chief Executive Officer of the Company
since 1970. The position of Chairman had previously been left unfilled. Mr.
Crandall also serves as a director of Computer Task Group, Inc.
Mr. Wrathall assumed the position of President and Chief Executive Officer
of the Company in April 1994, after having served as the Company's Chief
Financial Officer for 18 years and as a Senior Vice President since 1988.
Mr. Bloom assumed the position of President and Chief Executive Officer of
Wolverine World Wide, Inc. in 1993, after having served as its Chief Operating
Officer from 1987 to 1993.
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Mr. Carroll also serves as a director of the following corporations: A.M.
Castle & Co., American Woodmark Corporation, Aon Corporation, DeSoto, Inc.,
Diebold, Inc., Michigan National Corporation, Oshkosh Truck Corporation, UDC
Homes, Inc., Wolverine World Wide, Inc. and Woodhead Industries, Inc.
Mr. Driscoll also serves as a director of the following corporations: The
John Nuveen Company, MIP Properties, Inc., The St. Paul Companies, Inc.,
Northern States Power Company and Weyerhaeuser Company.
Mr. Merten also serves as a director of Tompkins County Trust Company,
American Capital Bond Fund, Inc., American Capital Convertible Securities, Inc.
and American Capital Income Trust and as a trustee of the Common Sense Trust.
Mr. Mrkonic assumed the position of Vice Chairman and President of Borders
Group, Inc. in December 1994 and has been a director of Borders since August
1994. Prior to joining Borders, Mr. Mrkonic served as Executive Vice President,
Specialty Retailing Group of K-Mart Corporation, a general merchandise retailer,
from November 1990 to November 1994. Prior to joining K-Mart, he was President
of Eyelab, Inc., an optical goods retailer, from 1987 to 1990. Mr. Mrkonic is
also a director of The Sports Authority, Inc., OfficeMax, Inc. and Champion
Enterprises, Inc.
Mr. Rockart also serves as a director of Keane, Inc. and Renaissance
Solutions, Inc.
Messrs. Day and Driscoll are both members of the Weyerhaeuser Family. See
"Principal Shareholders."
MEETINGS AND COMMITTEES OF THE BOARD
During the Company's fiscal year ended June 30, 1995, the Board of
Directors held six meetings. All of the Directors attended at least 75% of the
total number of meetings of the Board, and of any committees on which they
served, held during the period in which they served as Directors or members of
any such committees. The Company anticipates that regardless of the schedule
chosen for its regular meetings, there will be occasions on which not all
Directors are available. Furthermore, special meetings of the Board are
sometimes held on relatively short notice and Directors, particularly those
located outside the Detroit-Ann Arbor area, may sometimes be unable to attend
such meetings because of prior commitments.
The Audit Committee of the Board met five times during the Company's last
fiscal year. The Audit Committee is responsible for recommending to the full
Board the selection of independent auditors; reviewing the engagement of the
independent auditors (including the fee, scope and timing of the audit);
reviewing with the independent auditors and management the Company's policies
and procedures with respect to accounting and financial controls; reviewing with
the independent auditors, upon completion of their audit, their report or
opinion, their perception of the Company's financial and accounting personnel
and significant transactions which are not a normal part of the Company's
business, any change in accounting principles and practices, all significant
proposed adjustments and any recommendations they may have for improving
internal accounting controls, choice of accounting principles or management
systems; and meeting with the Company's financial staff to discuss internal
accounting and financial controls and the extent to which recommendations made
by the independent auditors have been implemented. The members of the Audit
Committee are Messrs. Carroll, Driscoll, Merten and Rockart. Mr. Day served on
the Committee during the Company's fiscal year ended June 30, 1995 until
November 1994, and Messrs. Merten and Rockart joined the Committee in November
1994.
The Compensation Committee of the Board met four times during the Company's
last fiscal year. The Compensation Committee is responsible for determining or
approving the salaries or range of salaries, bonus compensation and other
compensation arrangements for officers of the Company, and performing such
functions as may be delegated to it under the provisions of any bonus, stock
option or other compensation plans adopted by the Company. The members of the
Compensation Committee are Messrs. Claude Allard, Carroll, Day and Brian
Sullivan. Messrs. Driscoll, Merten and Rockart served on the Committee during
the Company's fiscal year ended June 30, 1995 until November 1994. Messrs.
Allard and Sullivan are not standing for reelection to the Board of Directors.
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The Nominating Committee of the Board met six times during the Company's
last fiscal year. This committee is responsible for identifying and recommending
to the Board qualified candidates for election as directors of the Company. In
carrying out its responsibilities, the Nominating Committee will consider
candidates suggested by other directors, employees and shareholders. Suggestions
for candidates, accompanied by biographical material for evaluation, may be sent
to the Secretary of the Company at the Company's principal executive offices.
The members of the Nominating Committee are Messrs. Crandall, Merten, Rockart
and Sullivan. Messrs. Merten and Rockart joined the Committee in November 1994.
Mr. Carroll served on the Committee during the Company's fiscal year ended June
30, 1995 until November 1994. Mr. Sullivan is not standing for reelection to the
Board of Directors.
(2) AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE.
On August 16, 1995, the Board of Directors approved an amendment to Article
V of the Company's Articles of Incorporation to increase the number of shares of
Common Stock authorized for issuance from 10,000,000 shares to 20,000,000
shares.
As of September 25, 1995 there were 5,493,515 shares of the Company's
Common Stock issued and outstanding and approximately 1,197,766 additional
authorized but unissued shares of Common Stock reserved for issuance pursuant to
the Company's stock based compensation plans.
The increase in the number of authorized shares of Common Stock will
provide additional authorized and unissued shares which may be used by the
Company for any proper corporate purpose. Such purposes might include, without
limitation, issuance in public or private sales for cash as a means of obtaining
additional capital for use in the Company's business and operations, issuance as
part or all of the consideration required to be paid by the Company for
acquisitions of other businesses or properties and issuance in connection with
possible distributions or stock dividends to holders of the Common Stock.
Issuances of additional shares of Common Stock require the approval of the
Board of Directors. The Board of Directors recently approved a three-for-two
stock split of the Common Stock, conditioned upon the approval by the
shareholders of the Company of this proposal to increase the number of shares of
Common Stock authorized for issuance. If the required shareholder approval is
received, holders of record of the Common Stock will receive one additional
share of Common Stock for every two shares of Common Stock held as of the close
of business on November 13, 1995, the record date for the stock split, payable
November 22, 1995. In addition, on October 11, 1995, the Company filed a
registration statement with the Securities and Exchange Commission for a public
offering of 1,125,000 newly issued shares (750,000 shares, if the stock split is
not consummated) of Common Stock offered by the Company and 1,035,000 shares
(690,000 shares, if the stock split is not consummated) of outstanding Common
Stock offered by certain selling shareholders. The Company and the selling
shareholders will also grant the managing underwriters of the offering the right
to purchase up to an additional 168,750 and 155,250 shares of Common Stock,
respectively, (112,500 shares and 103,500 shares, respectively, if the stock
split is not consummated) exercisable during the 30 day period following the
commencement of the public offering, solely to cover over allotments, if any.
Proceeds to the Company from the proposed offering will be used to repay
indebtedness and for working capital and general corporate purposes. Since the
Company currently has sufficient authorized shares available to complete the
proposed offering, completion of the offering is not conditioned upon the
approval by the Company's shareholders of this proposal. The Board of Directors
has not approved the issuance of any additional shares of Common Stock being
considered for authorization under this proposal, although the Company does
consider from time to time proposals or transactions involving the issuance of
additional shares of Common Stock or instruments convertible into or exercisable
for Common Stock. Issuances of additional shares of Common Stock will generally
not require shareholder approval.
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Although the Board of Directors authorizes the issuance of additional
shares of Common Stock based on its judgment as to the best interests of the
Company and its shareholders, the issuance of additional authorized shares would
have the effect of diluting the voting power per share of outstanding Common
Stock and, if additional shares were issued for consideration with a value of
less than book value per share, such issuance could have the effect of diluting
the book value per share of the outstanding shares of Common Stock. In addition,
increasing the authorized shares of Common Stock could, in certain instances,
render more difficult or discourage a merger, tender offer, or proxy contest and
thus potentially have an "anti-takeover" effect, especially if additional shares
of Common Stock were issued in response to a potential takeover. Such an effect
could deter certain types of transactions that might be proposed, whether or not
such transactions were favored by the majority of the shareholders, and could
enhance the ability of officers and directors to retain their positions.
REQUIRED VOTE
The affirmative vote of a majority of the Company's Common Stock present in
person or by proxy and entitled to vote at the Annual Meeting is required to
approve the proposed amendment to the Articles of Incorporation. THE BOARD OF
DIRECTORS RECOMMENDS SHAREHOLDERS VOTE FOR APPROVAL OF THIS PROPOSAL. PROXIES
WILL BE VOTED FOR THE APPROVAL OF THE PROPOSED AMENDMENT TO THE ARTICLES OF
INCORPORATION UNLESS THE SPECIFICATION IS MARKED ON THE PROXY INDICATING THAT
AUTHORITY TO DO SO IS WITHHELD.
FURTHER INFORMATION
PRINCIPAL SHAREHOLDERS
The Common Stock is the only voting security of the Company. The following
table sets forth certain information with respect to the beneficial ownership of
shares of the Common Stock, as of September 25, 1995, by each person who is
known by the Company to have been the beneficial owner of five percent or more
of such stock as of such date.
AMOUNT PERCENT
NAME AND ADDRESS OF BENEFICIALLY OF
BENEFICIAL OWNER OWNED(1) CLASS
--------------------------------------------------------- ------------ -------
Various members of the Weyerhaeuser Family(2)............ 968,536(3) 17.62%
332 Minnesota Street, Suite 2100
St. Paul, Minnesota
Included in the Weyerhaeuser Family (above) is........... 415,946(4) 7.57%
W. John Driscoll
332 Minnesota Street, Suite 2191
St. Paul, Minnesota
Rock Island Company...................................... 340,938(5) 6.21%
332 Minnesota Street, Suite 2090
St. Paul, Minnesota
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(1) Unless otherwise indicated by any additional information included in the
footnotes to the table, each of the named persons is presumed to have sole
voting and investment power with respect to all shares shown.
(2) The "Weyerhaeuser Family" as used in this Proxy Statement means certain of
the descendants (and their spouses) of Frederick Weyerhaeuser, who died in
1914 and who was one of the founders of the Weyerhaeuser Company, a forest
products company located in Tacoma, Washington. Stanley R. Day and W. John
Driscoll, directors of the Company, and their wives, are members of the
Weyerhaeuser Family. Except for Mr. Driscoll, no member of the Weyerhaeuser
Family individually owns beneficially more than 5% of the outstanding Common
Stock of the Company.
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(3) Includes 1,250 shares for Stanley R. Day and 1,250 shares for W. John
Driscoll which they have, or within 60 days of September 30, 1995 will have,
the right to acquire pursuant to the presently exercisable portion of
options granted under the Company's Directors Stock Option Plan.
(4) Mr. Driscoll beneficially owns 415,946 shares of Common Stock which includes
an aggregate of 56,258 shares owned by five trusts. Mr. Driscoll is a
co-trustee of four of these trusts and is the sole trustee of the fifth
trust. This number also includes 340,938 shares owned by Rock Island
Company, a private investment company, all of the capital stock of which is
owned by members of the Weyerhaeuser Family, as well as 1,250 shares which
Mr. Driscoll has, or within 60 days of September 30, 1995 will have, the
right to acquire pursuant to the presently exercisable portion of options
granted under the Company's Directors Stock Option Plan. Mr. Driscoll is a
director of, and owns .8721% of the stock of, Rock Island Company. Mr.
Driscoll shares voting and investment power with respect to the shares owned
by the four trusts of which he is the co-trustee and the shares owned by
Rock Island Company; however, except as to 2,973 of the shares owned by Rock
Island Company, he disclaims beneficial ownership of such shares. Mr.
Driscoll has voting power, but no investment power, with respect to the
trust of which he is the sole trustee. All of the shares of Common Stock
described in this note are included in the shares owned by various members
of the Weyerhaeuser Family, as described in note (2), above. The information
in the table pertaining to W. John Driscoll (other than information
pertaining to Rock Island Company) is based on a Schedule 13G Report, dated
July 3, 1995, which was filed by W. John Driscoll with the Securities and
Exchange Commission. The Schedule 13G Report reflects that W. John Driscoll
has sole voting power with respect to 17,500 shares, shared voting power
with respect to 56,258 shares, sole dispositive power with respect to 17,500
shares, and shared dispositive power with respect to 24,800 shares.
(5) The information pertaining to Rock Island Company is based on a Schedule 13D
Report, dated July 3, 1995, which was filed by Rock Island Company with the
Securities and Exchange Commission. The Schedule 13D Report reflects that
Rock Island Company has the sole power to vote or direct the vote and sole
power to dispose or direct the disposition of 340,938 shares. Rock Island
Company is a private investment company, all of the capital stock of which
is owned by members of the Weyerhaeuser Family. All of the shares of Common
Stock described in this note are included in the shares owned by various
members of the Weyerhaeuser Family, as described in note (2), above.
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STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of shares of the
Company's Common Stock by each of the Company's directors, Named Officers and by
all executive officers and directors of the Company as a group, as of September
25, 1995.
COMMON STOCK
OF THE COMPANY
OWNED PERCENT
NAME BENEFICIALLY(1) OF CLASS
- ---------------------------------------------------------------------- -------------- --------
Geoffrey B. Bloom..................................................... -- --
Daniel T. Carroll(2).................................................. 2,250 .04%
Richard L. Crandall(3)................................................ 139,873 2.53%
Stanley R. Day(4)..................................................... 2,468 .04%
W. John Driscoll(5)................................................... 415,946 7.57%
Alan G. Merten(6)..................................................... 3,000 .05%
George R. Mrkonic..................................................... -- --
John F. Rockart(7).................................................... 8,250 .15%
T. Wallace Wrathall(8)................................................ 167,942 3.04%
Stephen R. Fluin(9)................................................... 20,952 .37%
Dennis G. Ganster(10)................................................. 23,391 .43%
Kathryn A. Jehle(11).................................................. 24,324 .44%
Dion T. O'Leary(12)................................................... 24,092 .44%
Donald J. Walker(13).................................................. 38,757 .70%
All executive officers and directors as a group (16 persons)(14)...... 905,694 16.16%
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(1) To the best of the Company's knowledge, based on information reported by
such directors and officers or contained in the Company's shareholder
records. Unless otherwise indicated by any additional information included
in the footnotes to the table, each of the named persons is presumed to
have sole voting and investment power with respect to all shares shown.
(2) Includes 1,250 shares which Mr. Carroll has, or within 60 days of September
30, 1995 will have, the right to acquire pursuant to the presently
exercisable portion of options granted under the Company's Directors Stock
Option Plan.
(3) Includes 25,000 shares which Mr. Crandall has, or within 60 days of
September 30, 1995 will have, the right to acquire pursuant to the
presently exercisable portion of options granted under the Company's 1988
Stock Option Plan and 1,755 shares which have been allocated to his account
under the Company's Employee Stock Ownership Plan. Mr. Crandall disclaims
beneficial ownership of 24,000 shares reflected in the table which are
owned by his minor son.
(4) Includes 1,250 shares which Mr. Day has, or within 60 days of September 30,
1995 will have, the right to acquire pursuant to the presently exercisable
portion of options granted under the Company's Directors Stock Option Plan.
(5) See Note (4) under "Further Information -- Principal Shareholders."
(6) Includes 1,250 shares which Mr. Merten has, or within 60 days of September
30, 1995 will have, the right to acquire pursuant to the presently
exercisable portion of options granted under the Company's Directors Stock
Option Plan.
(7) Includes 1,250 shares which Mr. Rockart has, or within 60 days of September
30, 1995 will have, the right to acquire pursuant to the presently
exercisable portion of options granted under the Company's Directors Stock
Option Plan.
(8) Includes 26,250 shares which Mr. Wrathall has, or within 60 days of
September 30, 1995 will have, the right to acquire pursuant to the
presently exercisable portion of options granted under the Company's 1988
Stock Option Plan and 1,346 shares which have been allocated to his account
under the Company's Employee Stock Ownership Plan.
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(9) Includes 7,750 Shares which Mr. Fluin has, or within 60 days of September
30, 1995 will have, the right to acquire pursuant to the presently
exercisable portion of options granted under the Company's 1988 Stock
Option Plan.
(10) Includes 2,125 shares which Mr. Ganster has, or within 60 days of September
30, 1995 will have, the right to acquire pursuant to the presently
exercisable portion of options granted under the Company's 1988 Stock
Option Plan and 866 shares which have been allocated to his account under
the Company's Employee Stock Ownership Plan.
(11) Includes 6,375 shares which Ms. Jehle has, or within 60 days of September
30, 1995 will have, the right to acquire pursuant to the presently
exercisable portion of options granted under the Company's 1988 Stock
Option Plan and 292 shares which have been allocated to her account under
the Company's Employee Stock Ownership Plan.
(12) Includes 11,250 shares which Mr. O'Leary has, or within 60 days of
September 30, 1995 will have, the right to acquire pursuant to the
presently exercisable portion of options granted under the Company's 1988
Stock Option Plan.
(13) Includes 17,500 shares which Mr. Walker has, or within 60 days of September
30, 1995 will have, the right to acquire pursuant to the presently
exercisable portion of options granted under the Company's 1988 Stock
Option Plan and 1,257 shares which have been allocated to his account under
the Company's Employee Stock Ownership Plan.
(14) Includes 112,500 shares which certain directors and executive officers
have, or within 60 days of September 30, 1995 will have, the right to
acquire pursuant to the presently exercisable portion of options granted
under the Company's 1988 Stock Option Plan and Directors Stock Option Plan;
395,473 shares, referred to in note (4) above under the caption "Further
Information -- Principal Shareholders," as to which beneficial ownership is
disclaimed; 7,436 shares that have been allocated to the accounts of
members of the group under the Company's Employee Stock Ownership Plan; and
24,000 Shares, referred to in Note (3) above under "Further Information --
Stock Ownership of Management," as to which beneficial ownership is
disclaimed.
EXECUTIVE OFFICERS
The persons listed below currently are the executive officers of the
Company.
NAME OFFICE(S) AGE
- -------------------------------------------- ------------------------------------------ ----
T. Wallace Wrathall......................... President and Chief Executive Officer 58
Stephen R. Fluin............................ Vice President, European Operations 41
Dennis G. Ganster........................... Senior Vice President and Chief Technology 44
Officer
Kathryn A. Jehle............................ Senior Vice President, Chief Financial 43
Officer, Treasurer and Assistant Secretary
Dion T. O'Leary............................. Vice President, Agents and Distributors 51
Charles J. Palmer........................... Vice President, North American EIS Sales 50
Steven J. Tonissen.......................... Senior Vice President, Marketing 46
Donald J. Walker............................ Senior Vice President 55
Mr. Wrathall was named President and Chief Executive Officer of the Company
in April 1994. See "Election of Directors" for further information concerning
Mr. Wrathall.
Mr. Fluin was named Vice President, European Operations, of the Company in
November 1994, after having served as the Company's Director of United Kingdom
Sales for over seven years. Mr. Fluin has been with the Company in various
positions since 1978.
Mr. Ganster was named Senior Vice President of the Company in July 1994
after having served as Vice President and Chief Technology Officer of the
Company since April 1993. He had previously served as the
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Company's Vice President of Product Management from July 1988 to April 1993, and
has been with the Company in various positions since 1972.
Ms. Jehle was named Senior Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary of the Company in May 1994. Ms. Jehle served
as Chief Financial Officer of Pharmavene, Inc., a pharmaceutical company, from
June 1993 to May 1994, and as Vice President of AMF Bowling Centers, Inc. from
May 1990 to June 1993. Ms. Jehle was previously employed by the Company from
1981 through 1987, most recently as Vice President and Treasurer.
Mr. O'Leary was named Vice President, Agents and Distributors, of the
Company in November 1994 after having served as the Company's Director of Agents
and Distributors for over ten years. Mr. O'Leary has been with the Company in
various positions since 1971.
Mr. Palmer was named an Executive Officer of the Company in October 1995
and has served as Vice President, North American EIS Sales, of the Company since
July 1994. He previously served as Vice President, Eastern Region North American
Sales, from July 1993 to July 1994, after having served as Vice President, U.S.
Sales, from July 1990 to July 1993. Mr. Palmer has been with the Company in
various positions since 1976.
Mr. Tonissen was named Senior Vice President, Marketing, of the Company in
June 1995. Prior to joining the Company, Mr. Tonissen served as a principal in
The Spectrum Group, a management and information system consulting organization,
from December 1992 until June 1995; Sales Director of ONTOS, an object-oriented
database company, from December 1991 to December 1992; Managing Director of the
Telon Division of Pansophic Systems, a computer software and service company,
which was later acquired by Computer Associates International, Inc., from June
1991 to December 1991; and as Director of Marketing of the same division of
Pansophic from January 1990 to June 1991.
Mr. Walker has been principally employed in the capacity or capacities
shown above or in similar ones with the Company for the past five years.
The executive officers of the Company serve at the pleasure of the Board of
Directors.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides summary information concerning compensation
paid by the Company and its subsidiaries to (or accrued on behalf of) the
Company's Chief Executive Officer and the five other most highly compensated
executive officers who were serving as executive officers at the end of fiscal
year 1995 (the "Named Officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
------------------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
FISCAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) (#)(2) ($)(3)
- ------------------------------- ------ -------- -------- ------------ ------------ ------------
T. Wallace Wrathall............ 1995 $312,500 $106,924 $4,641 45,000 $ 47,894
President, Chief Executive 1994 265,200 0 4,641 30,000 13,223
Officer and a Director of the 1993 253,600 0 4,133 0 14,154
Company
Stephen R. Fluin............... 1995(4) 157,300 65,446 0 9,000 0
Vice President
Dennis G. Ganster.............. 1995 162,500 58,166 2,913 8,500 17,191
Senior Vice President and 1994 140,000 25,500 2,634 0 8,384
Chief Technology Officer 1993 119,200 21,500 915 25,000 7,073
Kathryn A. Jehle............... 1995(5) 173,750 81,084 0 8,500 15,801
Senior Vice President, Chief 1994 26,250 3,365 0 25,000 0
Financial Officer, Treasurer
and Assistant Secretary
Dion T. O'Leary................ 1995(6) 157,300 81,493 0 5,000 0
Vice President
Donald J. Walker............... 1995 196,280 70,142 3,272 10,000 24,546
Senior Vice President 1994 170,100 14,300 3,186 30,000 10,889
1993 189,000 22,500 1,649 0 11,619
- -------------------------
(1) The amounts indicated for Messrs. Wrathall, Ganster and Walker represent tax
adjustment payments on income imputed for income tax purposes related to
each Named Officer's use of a Company car. While certain of the Named
Officers receive certain perquisites, such perquisites do not exceed the
lesser of $50,000 or 10% of such officer's salary and bonus.
(2) Certain of the options granted to the Named Officers in fiscal year 1994
represent options regranted upon cancellation of options granted in prior
fiscal years.
(3) "All Other Compensation" for fiscal year 1995 is comprised of: (i)
contributions made by the Company to the accounts (or accrued by the Company
on behalf) of each of the Named Officers for each period presented under:
(1) the Company's Profit Sharing Plan as follows: Mr. Wrathall $8,239, Mr.
Ganster $8,047, Ms. Jehle $4,328 and Mr. Walker $8,272; (2) the Company's
Employee Stock Ownership Plan as follows: Mr. Wrathall $1,330, Mr. Ganster
$1,330, Ms. Jehle $1,330 and Mr. Walker $1,330; (3) the excess benefits
provision of the Company's Benefit Adjustment Plan ("BAP") as follows: Mr.
Wrathall $5,853, Mr. Ganster $855, Ms. Jehle $1,306 and Mr. Walker $1,868;
(4) discretionary Social Security integration contributions under the BAP as
follows: Mr. Wrathall $11,616, Mr. Ganster $2,592, Ms. Jehle $3,405 and Mr.
Walker $4,421; and (5) discretionary supplemental contributions under the
BAP as follows: Mr. Wrathall $18,403, Mr. Ganster $3,847, Ms. Jehle $5,160
and Mr. Walker $6,797, and (ii) the dollar value of any premiums paid by the
Company during each period presented with respect to term life insurance for
the benefit of each of the Named Officers (other than group life plans which
do not discriminate in scope, terms or operations in favor of the executive
officers and that are generally
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available to all salaried employees) as follows: Mr. Wrathall $2,453, Mr.
Ganster $520, Ms. Jehle $272 and Mr. Walker $1,858.
"All Other Compensation" for fiscal year 1994 is comprised of (i)
contributions made by the Company to the accounts (or accrued by the Company
on behalf) of each of the Named Officers for each period presented under (1)
the Company's Profit Sharing Plan as follows: Mr. Wrathall $9,144, Mr.
Ganster $7,484 and Mr. Walker $8,268; (2) the Company's Employee Stock
Ownership Plan as follows: Mr. Wrathall $147, Mr. Ganster $105 and Mr.
Walker $120; (3) the excess benefits provisions of BAP as follows: Mr.
Wrathall $627 and (ii) the dollar value of any premiums paid by the Company
during each period presented with respect to term life insurance for the
benefit of each of the Named Officers (other than group life plans which do
not discriminate in scope, terms or operations in favor of the executive
officers and that are generally available to all salaried employees) as
follows: Mr. Wrathall $3,305, Mr. Ganster $795 and Mr. Walker $2,501.
"All Other Compensation" for fiscal year 1993 is comprised of (i)
contributions made by the Company to the accounts (or accrued by the Company
on behalf) of each of the Named Officers for each period presented under (1)
the Company's Profit Sharing Plan as follows: Mr. Wrathall $10,051, Mr.
Ganster $6,258 and Mr. Walker $9,166; (2) the Company's Employee Stock
Ownership Plan as follows: Mr. Wrathall $183, Mr. Ganster $107 and Mr.
Walker $175; (3) the excess benefits provisions of BAP as follows: Mr.
Wrathall $1,154 and (ii) the dollar value of any premiums paid by the
Company during each period presented with respect to term life insurance for
the benefit of each of the Named Officers (other than group life plans which
do not discriminate in scope, terms or operations in favor of the executive
officers and that are generally available to all salaried employees) as
follows: Mr. Wrathall $2,766, Mr. Ganster $708 and Mr. Walker $2,278.
(4) Information for fiscal years 1994 and 1993 is not required because Mr. Fluin
did not serve as an executive officer of the Company during such years.
(5) Information for fiscal year 1993 is not required because Ms. Jehle did not
serve as an executive officer of the Company during such year.
(6) Information for fiscal years 1994 and 1993 is not required because Mr.
O'Leary did not serve as an executive officer during such years.
OPTION GRANTS AND RELATED INFORMATION
The following table provides information with respect to options granted to
the Named Officers during fiscal year 1995.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SH.) DATE 5%($) 10%($)
- --------------------------- ------------- ------------ ----------- ---------- -------- --------
T. Wallace Wrathall........ 30,000 20.83 $ 11.00 08/01/99 $ 91,173 $207,535
15,000 10.42 13.00 11/21/99 53,875 122,634
------- ------ -------- --------
45,000 31.25 145,048 330,170
Stephen R. Fluin........... 9,000 6.25 13.00 11/21/99 32,325 73,581
Dennis G. Ganster.......... 8,500 5.90 13.00 11/21/99 30,259 69,493
Kathryn A. Jehle........... 8,500 5.90 13.00 11/21/99 30,259 69,493
Dion T. O'Leary............ 5,000 3.47 13.00 11/21/99 17,958 40,878
Donald J. Walker........... 10,000 6.94 13.00 11/21/99 35,917 81,756
- -------------------------
(1) All of these options, which were granted pursuant to the Company's 1988
Stock Option Plan, were granted at market value on the date of grant, become
exercisable annually in 25% increments beginning one year after the grant
date and have a term of five years. The exercisability of certain of these
options
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may be accelerated in the event of a change in control of the Company. See
"Executive Compensation -- Employment Agreements and Termination/Change in
Control Agreements."
(2) Represents value of option at end of five year term, assuming the market
price of the Company's Common Stock appreciates at an annually compounded
rate of 5% or 10%. These amounts represent assumed rates of appreciation
only. Actual gains, if any, will be dependent on overall market conditions
and on future performance of the Company's Common Stock. There can be no
assurance that the amounts reflected in the table will be achieved.
OPTION EXERCISES AND HOLDINGS
The following table contains information regarding options exercised by the
Named Officers during fiscal year 1995, and the value of options held by such
officers as of June 30, 1995 measured in terms of the closing price of the
Company's Common Stock on June 30, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR END(#) AT FISCAL YEAR END($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ----------- ----------- ----------- ------------- ----------- -------------
T. Wallace Wrathall....... -- -- 7,500 67,500 $ 86,250 $ 667,500
Stephen R. Fluin.......... -- -- 5,500 19,500 66,375 111,375
Dennis G. Ganster......... 6,250 $80,469 -- 21,000 -- 209,625
Kathryn A. Jehle.......... -- -- 6,250 27,250 47,656 208,844
Dion T. O'Leary........... -- -- 8,250 16,750 115,625 195,500
Donald J. Walker.......... -- -- 7,500 32,500 86,250 336,250
- -------------------------
(1) Calculated on the basis of the number of shares subject to each such option
multiplied by the excess of the fair market value of a share of Common Stock
at June 30, 1995 over the exercise price of such option.
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth information concerning awards for fiscal
year 1995 to the Named Officers under the long-term incentive portion of the
Company's Executive Officer Annual Incentive Award Program (the "Program").
Under the Program, a bonus pool is created at the end of each of fiscal years
1995, 1996 and 1997, based on a formula related to the amount by which the
Company's revenue, earnings and cash flow for the year exceeds threshold levels
established by the Compensation Committee. The bonus pool is then allocated on a
pro rata basis among the participants in accordance with their base salaries.
Two-thirds of the bonus is paid out in the year earned and one-third is deferred
(the "Long-Term Incentive Award") and added to the participant's bonus for the
next fiscal year or is used to offset any negative bonus amounts generated under
the Program in a subsequent fiscal year. If performance in any fiscal year is
below threshold levels, a negative bonus pool amount will result. This negative
bonus pool amount will be allocated among the participants and will first be
used to reduce the Long-Term Incentive Award from the prior fiscal year, if any,
and the remainder will reduce the bonus pool amount for the next fiscal year.
Distributions are made on or about July 31 of each year of the Program to
participants who are employees of the Company at the time of payment. All
Long-Term Incentive Award amounts remaining in the bonus pool on July 31, 1997
will be paid to the participants.
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LONG-TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
OTHER PERIOD UNTIL NON-STOCK PRICE-BASED PLANS(1)
MATURATION OR ------------------------------------------------
NAME PAYOUT(1) THRESHOLD($) TARGET($)(2) MAXIMUM($)(3)
- -------------------------------- ------------------ ------------ ------------ ----------------
T. Wallace Wrathall............. July 31, 1996/1997 $998 $ 31,941 Not determinable
Stephen R. Fluin................ July 31, 1996/1997 402 12,878 Not determinable
Dennis G. Ganster............... July 31, 1996/1997 543 17,375 Not determinable
Kathryn A. Jehle................ July 31, 1996/1997 555 17,759 Not determinable
Dion T. O'Leary................. July 31, 1996/1997 402 12,878 Not determinable
Donald J. Walker................ July 31, 1996/1997 655 20,953 Not determinable
- -------------------------
(1) Two-thirds of the Long-Term Incentive Award for fiscal year 1995 earned by
the Named Officers in fiscal year 1996 becomes payable on July 31, 1996 and
the remainder of the award becomes payable on July 31, 1997, assuming 1996
and 1997 targets are achieved.
(2) The amounts in this column reflect the Long-Term Incentive Award that would
have been allocated to each of the Named Executive Officers in fiscal year
1995 under the long-term incentive portion of the Program, assuming that
the Company achieved, but did not exceed, its earnings per share, revenue
growth and cash flow targets for fiscal year 1995.
(3) At the beginning of fiscal year 1995, the maximum amount payable under the
long-term incentive portion of the Program to each Named Officer for fiscal
year 1995 was not determinable. At June 30, 1995, the maximum Long-Term
Incentive Award payable in future years under the long-term incentive plan
portion of the Program to each Named Officer relating to fiscal year 1995
was as follows: T. Wallace Wrathall, $53,461; Stephen R. Fluin, $21,556;
Dennis G. Ganster, $29,084; Kathryn A. Jehle, $29,724; Dion T. O'Leary,
$21,556; and Donald J. Walker, $35,071.
PENSION PLANS FOR COMSHARE LIMITED (U.K.) EMPLOYEES
The Company's subsidiary, Comshare Limited U.K. ("Comshare Limited"),
through trustees, maintains a defined benefit pension plan for certain of its
employees hired before January 1, 1994 (the "Defined Benefit Plan").
The following table shows the estimated annual pension benefits payable to
a covered participant at normal retirement age(1) under the Defined Benefit
Plan, based on remuneration that is covered under the Defined Benefit Plan and
years of service:
DEFINED BENEFIT PLAN PENSION TABLE(2)
-------------------------------------------------------------------------------------
REMUNERATION 5 10 15 20 25 30 35
------- -------- -------- -------- -------- -------- --------
-------------------------------------------------------------------------------------
$100,000 $10,000 $ 20,000 $ 30,000 $ 40,000 $ 50,000 $ 60,000 $ 70,000
125,000 12,500 25,000 37,500 50,000 62,500 75,000 87,500
150,000 15,000 30,000 45,000 60,000 75,000 90,000 105,000
175,000 17,500 35,000 52,500 70,000 87,500 105,000 122,500
200,000 20,000 40,000 60,000 80,000 100,000 120,000 140,000
225,000 22,500 45,000 67,500 90,000 112,500 135,000 157,500
250,000 25,000 50,000 75,000 100,000 125,000 150,000 175,000
300,000 30,000 60,000 90,000 120,000 150,000 180,000 210,000
350,000 35,000 70,000 105,000 140,000 175,000 210,000 245,000
400,000 40,000 80,000 120,000 160,000 200,000 240,000 280,000
450,000 45,000 90,000 135,000 180,000 225,000 270,000 315,000
500,000 50,000 100,000 150,000 200,000 250,000 300,000 350,000
- -------------------------
(1) Normal retirement age is age 65 for men and 60 for women, except that normal
retirement age for main board directors who report to the Managing Director
of Comshare Limited is age 60 if the director made
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certain contributions to the Defined Benefit Plan or is age 63 if the
director did not make such contributions. As a result of developments in
European Community Law, employers must now move to equalize retirement ages
for pension purposes; accordingly, the Defined Benefit Plan provides for a
normal retirement age of 65 for all employees, male and female, who
commenced employment with Comshare Limited after August 1, 1992. The table
assumes normal retirement at age 65, and the payment of benefits at normal
retirement age.
(2) Figures set forth in the table are subject to a maximum pension of 66 2/3%
(or 33.33 years of pensionable service) in accordance with United Kingdom
Inland Revenue Maximum Benefit levels.
Only full-time salaried directors and staff employees of Comshare Limited,
who were hired before January 1, 1994 and who are normally resident in the
United Kingdom are eligible to participate in the Defined Benefit Plan. To
participate in the Defined Benefit Plan, eligible employees are required to
contribute at rates ranging from 5% to 6% of "pensionable salary" (as defined
below) depending on their positions with Comshare Limited, and may contribute
additional amounts to buy additional benefits.
The Defined Benefit Plan is approved by the Inland Revenue as an exempt
approved pension plan under the Income and Corporation Taxes Act 1988.
Participants in the Defined Benefit Plan remain entitled to their basic state
pensions (except for married women who pay reduced National Insurance
contributions). As described below, a participant's required contributions for
basic state pension benefits reduce the amount of "pensionable salary," but
pension payments are not otherwise subject to offset amounts. Participants in
the Defined Benefit Plan are, however, contracted out of the State Earnings
Related Pension Scheme. Accordingly, participants in the Defined Benefit Plan
pay lower rates of National Insurance contributions than they would if they did
not participate in the Defined Benefit Plan.
At normal retirement age, a participant generally receives a pension of
one-fiftieth of final pensionable salary for each year of credited service, as
adjusted for cost-of-living increases; provided that the participant's pension
benefits under the Defined Benefit Plan may not be lower than the pension
benefits that would otherwise be available under the State Earnings Related
Pension Scheme. "Pensionable salary" is the participant's annual salary plus the
average of any bonus received in the three years prior to the year in which
salary is determined, reduced by 1.25 times the annual equivalent of the lower
earnings level on which the participant's required National Insurance
contributions are based. A participant's "final pensionable salary" is the
highest average pensionable salary in any consecutive three years in the ten
years preceding retirement or earlier leaving employment or death; provided that
main board directors who report to the Managing Director of Comshare Limited
receive a final pensionable salary equal to their highest annual salary in the
five years preceding retirement plus the annual average of any bonus received in
the three prior years, if greater. Participants have the option of exchanging
part of their pension for a tax-free cash sum at normal retirement age. In
addition, participants may retire at any time between their fiftieth birthday
and normal retirement age and receive an immediate pension, which would be less
than if determined under the general formula, if Comshare Limited agrees.
If a participant dies while in receipt of a pension, the participant's
widow or widower will receive a lifelong pension equal to two-thirds of the
pension the participant was receiving at the date of death. If the participant's
death occurs within five years after retiring, a cash sum equal to the
discounted value of 60 monthly pension payments less any pension benefits
received will also be payable to the participant's relatives or dependents. The
Defined Benefit Plan also provides for benefits to a participant's family if the
participant dies before retirement while employed, and contains provisions for
the payment of long-term disability payments for disability caused by accident
or illness.
Messrs. Fluin and O'Leary, who are the only Named Officers eligible to
participate in the Defined Benefit Plan, have not begun drawing benefits under
this plan. Mr. Fluin's covered compensation for fiscal year 1995 was $238,000,
and he has 17 years of credited service, and Mr. O'Leary's covered compensation
for fiscal year 1995 was $200,000, and he has 24 years of credited service.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee recommends to the Board of Directors the
compensation of the executive officers of the Company, who during some or all of
fiscal year 1995 were the Named Officers and Steven J. Tonissen. The Committee
also reviews the recommendations of the chief executive officer with respect to
the compensation of other officers of the Company and recommends to the full
Board approval or modification of that compensation.
Historically, the Committee, with the advice of the chief executive
officer, has recommended to the Board the stock option grants to be made to the
executive officers and other Company officers and managers. In August 1995 the
Board delegated to the Committee the authority to award stock options under the
Company's 1988 Stock Option Plan.
At the beginning of fiscal year 1995, the Committee consisted of all of the
non-employee directors of the Company. In November 1994 the Committee was
reduced to the four members listed at the end of this report. The Committee met
four times in fiscal year 1995. Executive officers were not present during the
Committee's consideration of their individual compensation.
The objective of the Company's executive compensation program is to attract
and retain key executives who are critical to the long-term success of the
Company. The compensation program is intended to further align the interests of
the executive officers with the interests of the Company's shareholders by tying
executive compensation to increases in shareholder value. The program is
designed to provide the executives with a balanced incentive package which
encourages the achievement of both short-term and long-term performance goals
and which rewards the executives for continuously increasing shareholder value.
The Company's executive compensation program consists of four principal
components: base salary, performance bonuses, participation in Company employee
benefit programs and stock-based incentives.
BASE SALARY
The Committee recognizes the importance of a competitive compensation
structure for attracting and retaining valuable senior executives. Salaries are
established and reviewed at least annually. The Committee reviews the chief
executive officer's recommendations and determines executive officer salaries
based on the Committee's assessment of individual performance and profitability
of the Company. The Committee also takes into account required compensation
levels under the Company's employment agreement with Mr. Wrathall. See
"Executive Compensation -- Employment Agreements and Termination/Change in
Control Arrangements."
Mr. Wrathall's base salary was increased from $300,000 to $350,000
effective April 1, 1995, the first anniversary of his election as chief
executive officer. The Committee recommended the increase as a reflection of Mr.
Wrathall's superior performance in reorganizing the Company's management and
improving profitability during the preceding year.
During the fiscal year, on the recommendation of the chief executive
officer, the salaries of Mr. Ganster, Ms. Jehle, and Mr. Walker were raised by
approximately 21%, 18%, and 21%, respectively, to reflect their performances. In
November 1994, Mr. Fluin and Mr. O'Leary became executive officers of the
Company, and in June 1995, Mr. Tonissen joined the company as Senior Vice
President, Marketing, at base salary levels which the Committee, with the advice
of Mr. Wrathall, determined to be appropriate for their positions and level of
responsibility and as compared with the Company's other executive officers.
PERFORMANCE BONUSES
On the recommendation of the Committee, the Board of Directors adopted a
three-year incentive program for executive officers, for fiscal years 1995, 1996
and 1997. Under the incentive program, a bonus pool was created at the end of
fiscal year 1995 based on a formula related to the amount by which the Company's
revenue, earnings and cash flow for that year exceeded threshold levels
established by the Committee. These threshold levels were exceeded in fiscal
year 1995 by approximately 115%. The bonus pool was allocated
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18
among the executive officers based upon their base salaries, with each executive
officer's share of the bonus pool, including Mr. Wrathall's, representing an
amount equal to approximately one-third of their base salaries.
Two-thirds of the available bonus for fiscal year 1995 was paid to the
executive officers. The other one-third was deferred and will be added to the
bonus pool for fiscal year 1996, or will be used to offset any negative bonus
amount generated in fiscal year 1996 or fiscal year 1997 under the program as
described below.
In each of fiscal years 1996 and 1997, a bonus pool will be created based
on the same formula as was used in fiscal year 1995, except at higher threshold
levels, plus the deferred bonus amount for the prior fiscal year. Two-thirds of
the bonus pool for each of these years will be paid to the executive officers
participating in the program and one-third will be deferred to the next fiscal
years, with all amounts in the pool at the end of fiscal year 1997 paid to the
participating executive officers. To be eligible for a bonus, the person must be
an executive officer at the time each bonus is paid out.
If performance in fiscal year 1996 or 1997 is below threshold levels, a
negative bonus pool amount will result. This negative bonus amount will first
reduce the deferred bonus amount from the prior fiscal year, and the excess, if
any, will reduce the bonus amount for the next fiscal year.
To participate in the executive officer incentive program, the
participating executive officer is expected to own shares of the Company's
Common Stock in prescribed amounts related to the officer's base salary. To
assist the executive officers in achieving these stock ownership targets, the
Company, with the approval of the shareholders at the 1994 annual meeting,
adopted an Executive Stock Purchase Program under which the executives are
allowed to buy the Company's Common Stock directly from the Company with notes
payable over a four-year period, secured by the purchased stock.
SPECIAL BENEFIT PLANS
The executive officers generally participate in the Company's benefit plans
on the same terms as other employees of the Company. In addition, executive
officers in the United States receive benefits under the Company's Benefit
Adjustment Plan ("BAP") and a program which provides the executive officers with
increased levels of term life insurance coverage. The BAP provides for (i) the
payment of benefits which would otherwise be funded by the Company under its
tax-qualified retirement plans but for Internal Revenue Code restrictions, (ii)
the discretionary payment of Social Security integration benefits and (iii)
certain discretionary contributions. The Company made a discretionary
contribution of $123,459.00 to the BAP in fiscal year 1995, based on the
Company's profit performance in fiscal year 1995, which exceeded budget and
represented a marked improvement over the Company's recent history. BAP
contributions are allocated among the executive officers based on their base
salaries.
STOCK OPTION AWARDS
For many years, the Company has had in place stock option programs. Stock
options are granted at exercise prices not less than the market price of the
Company's Common Stock on the date of the grant and, therefore, have no value
unless the Company's stock appreciates in value. As a result, through the use of
stock options, the Committee and the Board relate the benefits received by the
executive officers to the amount of appreciation realized by shareholders over
comparable periods. During fiscal year 1995, the Committee recommended and the
Board granted to the executive officers additional options to purchase the
Company's Common Stock in the following amounts: Mr. Wrathall 45,000 shares, Mr.
Fluin 9,000 shares, Mr. Ganster 8,500 shares, Ms. Jehle 8,500 shares, Mr.
O'Leary 5,000 shares, Mr. Tonissen 25,000 shares, and Mr. Walker 10,000 shares.
The Committee anticipates that options to purchase additional shares will be
granted in November of each year. The number of option shares granted was
established based on the Committee's determination as to each executive
officer's opportunity to contribute to increases in shareholder value and, in
the case of Mr. Tonissen, included options granted as part of his initial
overall compensation package.
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DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Company from time to time reviews the extent to which its executive
compensation arrangements are subject to the provisions of the Internal Revenue
Code ("IRC") and related regulations limiting the deductibility of executive
compensation in excess of $1,000,000 paid to any of the five most highly
compensated executive officers of the Company in any fiscal year which does not
qualify for an exemption under the statute or proposed regulations. The 1988
Stock Option Plan includes restrictions on option grants in compliance with
these provisions of the IRC. As a result, compensation realized in connection
with future exercises of options granted under such plan will be exempt from the
limit on deductibility described above. It is important to note that while these
restrictions in the 1988 Stock Option Plan give the Committee continuing
discretion in establishing executive officer compensation, they do limit such
discretion by restricting the size of option awards which the Committee may
grant to any single individual. The Committee does not presently believe that
other components of the Company's compensation program are likely to result in
payments to any executive officer in any year in excess of $1,000,000, and
therefore has concluded that no further action with respect to qualifying such
compensation for deductibility was necessary at this time.
Dated: September 20, 1995 COMPENSATION COMMITTEE, As of June 30,
1995
Claude H. Allard
Daniel T. Carroll, Chair
Stanley R. Day
Brian Sullivan
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SHAREHOLDER RETURN
Set forth below is a graph comparing the cumulative total return on the
Company's Common Stock from July 1, 1990 through June 30, 1995 with the NASDAQ
Stock Market-US Index (the "NASDAQ US Index") and the Standard and Poor's
Computer Software and Services Index (the "S&P Computer Software Index"). The
graph assumes that the value of the investment in the Company's Common Stock,
the NASDAQ US Index and the S&P Computer Software Index was $100 on July 1, 1990
and that all dividends were reinvested.
The graph displayed below is presented in accordance with Securities and
Exchange Commission requirements. Stockholders are cautioned against drawing any
conclusions from the data contained therein, as past results are not necessarily
indicative of future performance. This graph in no way reflects the Company's
forecast of future financial performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG COMSHARE, INC., THE NASDAQ STOCK MARKET-U.S. INDEX AND
THE S&P COMPUTER SOFTWARE & SERVICES INDEX
MEASUREMENT PERIOD COMSHARE, NASDAQ STOCK S & P CMPTR
(FISCAL YEAR COVERED) INC. MRKT-US SOFTWR & SVCS
6/90 100 100 100
6/91 80 106 87
6/92 43 127 98
6/93 26 160 145
6/94 49 162 164
6/95 86 215 255
* $100 invested on 06/30/90 in Stock or Index -- including reinvestment of
dividends. Fiscal year ending June 30.
EMPLOYMENT AGREEMENTS AND TERMINATION/CHANGE IN CONTROL ARRANGEMENTS
The Named Officers of the Company serve at the pleasure of the Board of
Directors. Mr. Wrathall serves in his present capacity pursuant to the terms of
an employment agreement.
Mr. Wrathall's employment agreement is effective through April 1, 1998. On
each April 1, the agreement is automatically extended for an additional year
unless either party elects not to extend the agreement. The agreement provides
for an initial annual salary of $300,000, with increases subject to annual
review by the Compensation Committee and the Board of Directors. On April 1,
1995, Mr. Wrathall's salary was increased
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to $350,000. In addition to his base salary, Mr. Wrathall is also eligible to
participate in health and welfare benefit, employee stock ownership, profit
sharing and incentive programs of the Company offered to other senior executives
of the Company. Mr. Wrathall shall participate in any incentive compensation
program of the Company at a level appropriate for a Chief Executive Officer, and
his share of incentive compensation, by dollar amount and percentage, shall
increase not less than proportionately with any other senior executive of the
Company. The agreement provides for the continuation of Mr. Wrathall's salary
for a period of up to three years upon the occurrence of a material breach of
this agreement by the Company, provided Mr. Wrathall chooses to terminate the
agreement by giving to the Company thirty (30) days written notice of such
termination. The agreement also provides that Mr. Wrathall will not terminate
his employment under this agreement for a period of twelve (12) months following
a change in control (as defined in the agreement) of the Company. At the end of
such twelve (12) month period, Mr. Wrathall may terminate his employment under
this agreement and receive the same compensation and benefits as if the Company
had materially breached this agreement. Also, Mr. Wrathall will receive the same
compensation and benefits as if the Company had materially breached this
agreement if, during the twelve (12) month period following a change in control
of the Company, Mr. Wrathall is either terminated by the Company, or terminates
the agreement for "good reason" (as defined in the agreement). In addition, upon
termination of Mr. Wrathall's employment by breach of the Company or a change in
control of the Company, Mr. Wrathall may surrender some or all of the stock
options he holds and receive therefor an amount in cash equal to the difference
between the per share exercise price and the per share closing price of the
Company's Common Stock on the effective date of termination or, if higher, the
average price per share paid in cash or other consideration in connection with
any such change in control transaction.
The BAP is a partially funded program maintained primarily to provide
deferred compensation for a select group of the Company's management and highly
compensated executives, including the Named Officers. The BAP provides, among
other benefits, (i) for the payment of benefits which would otherwise be
currently funded by the Company under its tax-qualified retirement plans but for
the restrictions of Sections 401 and 415 of the Internal Revenue Code, (ii) that
the Company may make discretionary Social Security integration contributions to
a participant's account and (iii) that the Company may make supplemental
contributions to a participant's account equal to a set percentage of each
participant's compensation. Such benefits vest at various times specified in the
BAP and, in addition, such benefits vest immediately upon a change in control of
the Company (as defined in the BAP).
The Company also has an Executive Stock Purchase Program (the "1994
Executive Stock Purchase Program"), which provides eligible executives of the
Company with a means to purchase up to an aggregate of 200,000 shares of the
Company's Common Stock at then current market prices, and to obtain limited
financing for such purchases through promissory notes issued to the Company. In
the event of a change in control of the Company, an executive participating in
the 1994 Executive Stock Purchase Program may surrender shares of the Company's
Common Stock securing a promissory note issued under the program in order to
discharge such promissory note.
For purposes of Mr. Wrathall's employment agreement, the BAP, and the 1994
Executive Stock Purchase Program described above, a change in control is
generally deemed to have occurred upon the happening of any of the following
events: (i) the election of a Board of Directors of the Company, a majority of
the members of whom were nominees of a person, other than the Weyerhaeuser
Family or persons who were members of the Board of Directors or officers of the
Company as of certain specified dates, following the acquisition by such person
of twenty-five percent, or more, of the outstanding Common Stock, (ii) the
acquisition of ownership by a person or group of persons described in (i) above
of fifty-one percent, or more, of the outstanding Company's Common Stock, (iii)
a sale of all or substantially all of the assets of the Company to any entity
not controlled by the Weyerhaeuser Family or persons who were members of the
Board of Directors or officers of the Company as of certain specified dates or
any Employee Stock Ownership Plan for the benefit of employees of the Company,
or (iv) a merger, consolidation or similar transaction between the Company and
another entity if a majority of the members of the Board of Directors of the
surviving corporation are not persons who were members of the Board of Directors
of the Company as of certain specified dates.
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In addition, under the Company's 1988 Stock Option Plan, which provides for
the granting of incentive and non-qualified stock options and tandem stock
appreciation rights ("SARs") to key employees, including the Named Officers,
stock options and SARs granted under such plan become fully exercisable, even if
not otherwise exercisable, upon the dissolution or liquidation of the Company or
upon any merger or consolidation in which the Company is not the surviving
corporation, if a period of twelve months from the date of grant has expired.
The Board of Directors has discretionary authority to grant options which may be
surrendered by the optionee, in the event of certain changes in control of the
Company, for a cash payment, irrespective of whether the optionee has held the
option for 12 months.
DIRECTOR COMPENSATION
In fiscal year 1995, each director who was not an officer or employee of
the Company received for his services as such a semi-annual retainer of $4,000,
plus $750 for each Board or committee meeting attended (except for meetings
conducted by telephone and committee meetings held on the same day as board
meetings). In addition, the Chairman of the Compensation Committee receives a
semi-annual retainer of $1,500 for serving as such, plus $250 for each
Compensation Committee meeting held by telephone. Directors who are officers or
employees of the Company receive no compensation (beyond their compensation for
services as an officer or employee) for serving as directors.
In addition, the Company has a Directors Stock Option Plan (the "Directors
Plan"). This plan provides for the issuance of options to purchase up to 100,000
shares of the Company's Common Stock to non-employee directors of the Company.
Under the Directors Plan, each of the seven non-employee directors serving on
the Board of Directors on November 17, 1994 was granted an option to purchase
5,000 shares of the Company's Common Stock at an exercise price of $12.50 per
share. Any non-employee director who is first elected or appointed to the Board
of Directors after November 17, 1994 will receive an option to purchase 5,000
shares of the Company's Common Stock on the date of the first Board of Directors
meeting following his or her election or appointment. In addition, each
non-employee director who has been a director for six months before the January
1 following the date of each Annual Meeting of Shareholders held during the term
of the Directors Plan automatically shall be granted, as of the January 1
following each such Annual Meeting, an option to purchase an additional 1,000
shares of Common Stock. Options under the Directors Plan are granted at the last
sale price per share of the Company's Common Stock on the Nasdaq National Market
on the date of grant, are exercisable at a rate of 25% per year beginning one
year from the date of grant and have a term of five years. Options granted under
the Directors Plan become immediately exercisable, if not otherwise exercisable,
upon the dissolution or liquidation of the Company or upon any merger or
consolidation in which the Company is not the surviving corporation, provided
that a period of 12 months from the date of grant has expired.
In addition to their director fees, Messrs. Merten and Rockart earned
$30,000 and $17,500, respectively, in fiscal year 1995 for their services as
consultants to the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 17, 1994, the shareholders approved the 1994 Executive Stock
Purchase Program. This program allows eligible executive officers to purchase
the Company's Common Stock directly from the Company at a per share price equal
to the last sale price of the Company's Common Stock on the Nasdaq National
Market on the day preceding the purchase. The purchase price for shares can be
paid in cash or by delivery of a promissory note. Since July 1, 1994, the
following executive officers of the Company have purchased, pursuant to the 1994
Executive Stock Purchase Program, the following number of shares at the per
share price indicated below: Mr. Wrathall, 20,000 shares at $13.00 per share;
Mr. Fluin, 12,842 shares at $13.00 per share; Ms. Jehle, 14,490 shares at $13.50
per share; Mr. O'Leary, 12,842 shares at $13.00 per share; and Mr. Tonissen,
9,189 shares at $18.50 per share.
Pursuant to the 1994 Executive Stock Purchase Program, each of the above
mentioned executive officers utilized promissory notes to purchase such shares.
Mr. Wrathall currently has notes outstanding to the Company in the aggregate
principal amount of $274,437, which is the largest aggregate amount of
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indebtedness due by Mr. Wrathall to the Company since July 1, 1994; Mr. Fluin
currently has notes outstanding to the Company in the aggregate principal amount
of $176,216, which is the largest aggregate amount of indebtedness due by Mr.
Fluin to the Company since July 1, 1994; Ms. Jehle currently has notes
outstanding to the Company in the aggregate principal amount of $180,041, which
is the largest aggregate amount of indebtedness due by Ms. Jehle to the Company
since July 1, 1994; Mr. O'Leary currently has notes outstanding to the Company
in the aggregate principal amount of $176,216, which is largest aggregate amount
of indebtedness due by Mr. O'Leary to the Company since July 1, 1994; and Mr.
Tonissen currently has notes outstanding to the Company in the aggregate
principal amount of $170,374, which is the largest aggregate amount of
indebtedness due by Mr. Tonissen to the Company since July 1, 1994. The
executive officer notes described above are full recourse notes and are secured
by the purchased shares of the Company's Common Stock. Interest is accrued
semi-annually and is added to the principal amount of the notes. Principal and
accrued interest on the notes is due four years from the date of issuance. The
outstanding notes from Messrs. Wrathall, Fluin, Ms. Jehle and Mr. O'Leary bear
interest at a rate of 8.75% per annum, and the note from Mr. Tonissen bears
interest at a rate of 10.0% per annum. The foregoing principal amounts include
accrued interest through June 30, 1995.
ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, have audited the
financial statements of the Company since 1972. Representatives from Arthur
Andersen LLP will be present at the Annual Meeting, will have an opportunity to
make a statement if they wish, and will be available to respond to appropriate
questions. In accordance with the Company's past practice, the selection of
independent public accountants to audit the financial statements of the Company
for the fiscal year ending June 30, 1996 will be made by the Board of Directors
at a later date.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 percent of a registered
class of the Company's equity securities, to file reports of their ownership
with the Securities and Exchange Commission (the "SEC"). Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) reports they file. Specific due
dates for these reports have been established and the Company is required to
report in this proxy statement any delinquent filings and failures to file such
reports.
Based solely on its review of the copies of such reports received by it and
written representations of its incumbent directors and officers, the Company
believes that during the period from June 30, 1994 to June 30, 1995, all filing
reports applicable to its directors, officers and greater than ten percent
beneficial owners were complied with, except that Mr. Merten did not timely file
two Form 4 Reports.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1996 Annual Meeting
which are eligible for inclusion in the Company's Proxy Statement for that
meeting under the applicable rules of the Securities and Exchange Commission
must be received by the Company not later than June 14, 1996 if they are to be
included in the Company's Proxy Statement relating to that meeting. Such
proposals should be addressed to the Secretary at the Company's principal
executive offices and should satisfy the requirements applicable to shareholder
proposals contained in the Company's bylaws.
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GENERAL
At the date of this Proxy Statement, management is not aware of any matters
to be presented for action at the Annual Meeting other than those described
above. However, if any other matters should come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote in accordance
with their judgment on such matters.
October 11, 1995
Ann Arbor, Michigan
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COMSHARE, INCORPORATED
P 555 BRIARWOOD CIRCLE, ANN ARBOR, MICHIGAN 48108
R SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS ON NOVEMBER 18, 1995
O
X The undersigned hereby appoints T. Wallace Wrathall and Richard L. Crandall, or any one of them, proxies
Y with full power of substitution to vote, as designated on the reverse side, all shares of Common Stock
that the undersigned is entitled to vote at the Annual Meeting of Shareholders of Comshare, Incorporated
to be held on Saturday, November 18, 1995, or at any adjournment or adjournments thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A
PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL.
Discretionary authority is hereby conferred as to any other matters as may properly come before the Annual Meeting.
The undersigned acknowledges receipt of the Notice of Annual Meeting, the Proxy Statement and the Annual Report of
Shareholders of Comshare, Incorporated for the year ended June 30, 1995. The undersigned ratifies all that the proxies or
any of them or their substitutes may lawfully do or cause to be done by virtue hereof and revokes all former proxies.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
(change of address/comments)
___________________________________
___________________________________
___________________________________
___________________________________
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card.)
SEE REVERSE SIDE
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SHARES IN YOUR NAME
/ X / PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD FOR AGAINST WITHHELD
1. Election of Directors. / / / / 2. Approve the amendment to / / / / / /
the Articles of Incorporation to
increase the number of shares of
Geoffrey B. Bloom, Daniel T. Carroll, Richard L. Crandall, Common Stock authorized for issuance
Stanley R. Day, W. John Driscoll, Alan G. Merten, from 10,000,000 to 20,000,000.
George R. Mrkonic, John F. Rockart,
T. Wallace Wrathall
For, except vote withheld from the following nominee(s):
_______________________________________________________
CHANGE
OF / /
ADDRESS
SIGNATURE(S) ____________________________________________ DATE _____________
SIGNATURE(S) ____________________________________________ DATE _____________
NOTE: Please sign exactly as name appears hereon. Joint owners should sign each. When
signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
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