1
EXHIBIT 99.00
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED
JUNE 30, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] For the transition period from _________
to __________ commission file number _____________
Profit Sharing Plan of Comshare, Incorporated
Full Title of the plan.
Comshare, Incorporated, 555 Briarwood Circle, Ann Arbor, MI 48108
Name of issuer of securities held pursuant to the plan
and the address of its principal executive offices.
2
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
FINANCIAL STATEMENTS AS OF JUNE 30, 1996 AND 1995
AND FOR THE THREE YEARS ENDED JUNE 30, 1996
TOGETHER WITH AUDITORS' REPORT
3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator
of the Profit Sharing Plan
of Comshare, Incorporated:
We have audited the accompanying statement of net assets available for benefits
of the PROFIT SHARING PLAN OF COMSHARE, INCORPORATED (the "Plan") as of June
30, 1996 and 1995, and the related statement of changes in net assets available
for benefits for the years ended June 30, 1996, 1995 and 1994. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
June 30, 1996 and 1995 and the changes in net assets available for benefits for
the years ended June 30, 1996, 1995 and 1994 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated, in
all material respects, in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Detroit, Michigan,
September 20, 1996
4
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
EXHIBITS
1. Statements of Net Assets Available for Benefits as of
June 30, 1996 and 1995
2. Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 1996, 1995 and 1994
Notes to Financial Statements
SCHEDULES
I. Item 27a - Schedule of Assets Held
for Investment Purposes as of June 30, 1996
II. Item 27d - Schedule of Reportable Transactions
for the Year Ended June 30, 1996
5
EXHIBIT 1
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 1996
Vanguard Vanguard Vanguard Vanguard Vanguard
Money Market- Bond Index S&P 500 Wellington U.S. Growth
Prime Portfolo Fund Portfolio Fund Portfolio
-------------- ---- --------- ---- ---------
RECEIVABLES:
Employer's contribution $ 56,579 $ 55,851 $ 256,124 $ 104,117 $ 98,407
Participants' contributions 11,045 7,593 46,175 18,776 22,138
Accrued loan repayments 3,189 1,175 5,279 1,588 2,347
---------- ---------- ----------- ---------- ----------
70,813 64,619 307,578 124,481 122,892
INVESTMENTS, at market:
Registered Investment Companies 3,065,717 1,687,144 10,395,281 2,309,281 2,999,767
Company Stock Fund -- -- -- -- --
Loans to participants -- -- -- -- --
---------- ---------- ----------- ---------- ----------
3,065,717 1,687,144 10,395,281 2,309,281 2,999,767
NET ASSETS AVAILABLE
FOR BENEFITS $3,136,530 $1,751,763 $10,702,859 $2,433,762 $3,122,659
---------- ---------- ----------- ---------- ----------
Vanguard
Trustees' Equity-
International Comshare Loan 1996
Portfolio Fund Stock Fund Fund Total
-------------- ---------- ---- -----
RECEIVABLES:
Employer's contribution $ 28,973 $ 15,913 $ -- $ 615,964
Participants' contributions 8,019 4,274 -- 118,020
Accrued loan repayments 926 741 -- 15,245
---------- ---------- -------- -----------
37,918 20,928 -- 749,229
INVESTMENTS, at market:
Registered Investment Companies 1,083,123 -- -- 21,540,313
Company Stock Fund -- 3,960,341 -- 3,960,341
Loans to participants -- -- 635,662 635,662
---------- ---------- -------- -----------
1,083,123 3,960,341 635,662 26,136,316
NET ASSETS AVAILABLE
FOR BENEFITS $1,121,041 $3,981,269 $635,662 $26,885,545
---------- ---------- -------- -----------
The accompanying notes are an integral part of this statement.
6
EXHIBIT 1
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 1995
Vanguard
Trustees'
Vanguard Vanguard Vanguard Vanguard Vanguard Equity-
Money Market- Bond Index S&P 500 Wellington U.S. Growth International Loan 1995
Prime Portfolo Fund Portfolio Fund Portfolio Portfolio Fund Total
-------------- ---- --------- ---- --------- --------- ---- -----
RECEIVABLES:
Employer's contribution $ 90,109 $ 39,110 $ 145,648 $ 57,178 $ 41,938 $ 20,415 $ -- $ 394,398
Participants' contributions 28,581 12,225 55,904 22,920 18,648 10,545 -- 148,823
Accrued loan repayments 7,305 1,897 8,312 3,215 1,977 1,671 -- 24,377
---------- ---------- ---------- ---------- ---------- -------- -------- -----------
125,995 53,232 209,864 83,313 62,563 32,631 -- 567,598
INVESTMENTS, at market:
Registered Investment Companies 3,672,804 1,604,491 7,868,924 1,840,334 1,595,680 870,423 -- 17,452,656
Loans to participants -- -- -- -- -- -- 614,424 614,424
---------- ---------- ---------- ---------- ---------- -------- -------- -----------
3,672,804 1,604,491 7,868,924 1,840,334 1,595,680 870,423 614,424 18,067,080
NET ASSETS AVAILABLE
FOR BENEFITS $3,798,799 $1,657,723 $8,078,788 $1,923,647 $1,658,243 $903,054 $614,424 $18,634,678
---------- ---------- ---------- ---------- ---------- -------- -------- -----------
The accompanying notes are an integral part of this statement.
7
EXHIBIT 2
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1996
Vanguard Vanguard Vanguard Vanguard Vanguard
Money Market- Bond Index S & P 500 Wellington U.S. Growth
INVESTMENT INCOME: Prime Portfolio Fund Portfolio Fund Portfolio
--------------- ---- --------- ---- ---------
Unrealized appreciation (depreciation)
of investments $ -- ($30,758) $ 1,674,861 $ 196,661 $ 472,563
Interest and dividend income 178,792 107,802 219,446 120,986 82,532
Realized gain on investments -- 937 141,928 47,203 31,118
---------- ---------- ------------ ----------- -----------
178,792 77,981 2,036,235 364,850 586,213
CONTRIBUTIONS:
Employer 97,516 95,724 434,895 180,635 156,646
Participants 242,547 166,416 587,678 265,954 238,877
---------- ---------- ------------ ----------- -----------
340,063 262,140 1,022,573 446,589 395,523
TRANSFER OF ASSETS FROM
OTHER PLANS -- -- -- -- --
---------- ---------- ------------ ----------- -----------
LOAN ORIGINATIONS (67,911) (36,006) (93,771) (28,087) (28,488)
---------- ---------- ------------ ----------- -----------
LOAN REPAYMENTS 77,916 21,485 123,139 50,137 47,321
---------- ---------- ------------ ----------- -----------
INTERFUND TRANSFERS, NET (798,285) (168,273) 845,839 152,052 569,951
---------- ---------- ------------ ----------- -----------
DISTRIBUTIONS TO PARTICIPANTS (392,844) (63,287) (1,309,944) (475,426) (106,104)
---------- ---------- ------------ ----------- -----------
Increase (decrease) in Net Assets
Available for Benefits (662,269) 94,040 2,624,071 510,115 1,464,416
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 3,798,799 1,657,723 8,078,788 1,923,647 1,658,243
---------- ---------- ------------ ----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $3,136,530 $1,751,763 $ 10,702,859 $ 2,433,762 $ 3,122,659
---------- ---------- ------------ ----------- -----------
Vanguard
Trustees' Equity -
International Comshare Loan 1996
INVESTMENT INCOME: Portfolio Stock Fund Fund Total
--------- ---------- ---- -----
Unrealized appreciation (depreciation)
of investments $ 10,636 $1,424,698 $ -- $ 3,748,661
Interest and dividend income 95,269 -- 53,701 858,528
Realized gain on investments 5,530 177,244 -- 403,960
---------- ---------- --------- -----------
111,435 1,601,942 53,701 5,011,149
CONTRIBUTIONS:
Employer 56,055 18,778 -- 1,040,249
Participants 109,048 40,930 -- 1,651,450
---------- ---------- --------- -----------
165,103 59,708 -- 2,691,699
TRANSFER OF ASSETS FROM
OTHER PLANS -- 3,183,333 -- 3,183,333
---------- ---------- --------- -----------
LOAN ORIGINATIONS (7,880) (61,411) 323,554 --
---------- ---------- --------- -----------
LOAN REPAYMENTS 21,707 3,122 (344,827) --
---------- ---------- --------- -----------
INTERFUND TRANSFERS, NET (15,567) (585,717) -- --
---------- ---------- --------- -----------
DISTRIBUTIONS TO PARTICIPANTS (56,811) (219,708) (11,190) (2,635,314)
---------- ---------- --------- -----------
Increase (decrease) in Net Assets
Available for Benefits 217,987 3,981,269 21,238 8,250,867
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 903,054 -- 614,424 18,634,678
---------- ---------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $1,121,041 $3,981,269 $ 635,662 $26,885,545
---------- ---------- --------- -----------
The accompanying notes are an integral part of this statement.
8
EXHIBIT 2
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1995
Vanguard Vanguard Vanguard Vanguard
Money Market- Bond Index S & P 500 Wellington
INVESTMENT INCOME: Prime Portfolio Fund Portfolio Fund
--------------- ------------- --------------- ----------------
Unrealized appreciation (depreciation)
of investments $ -- $76,028 $1,317,955 $ 219,092
Interest and dividend income 215,539 107,263 207,110 75,542
Realized gain (loss) on investments -- (3,635) 141,397 14,376
--------------- ------------- --------------- ----------------
215,539 179,656 1,666,462 309,010
CONTRIBUTIONS:
Employer 146,227 87,651 321,337 129,416
Participants 290,831 131,045 525,878 210,493
--------------- ------------- --------------- ----------------
437,058 218,696 847,215 339,909
LOAN ORIGINATIONS (60,361) (22,769) (81,743) (33,744)
--------------- ------------- --------------- ----------------
LOAN REPAYMENTS 106,026 45,034 216,657 31,785
--------------- ------------- --------------- ----------------
INTERFUND TRANSFERS, NET (95,951) (176,643) (634,641) (259,828)
--------------- ------------- --------------- ----------------
DISTRIBUTIONS TO PARTICIPANTS (1,313,081) (393,804) (1,573,917) (210,204)
--------------- ------------- --------------- ----------------
Increase (decrease) in Net Assets (710,770) (149,830) 440,033 176,928
Available for Benefits
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 4,509,569 1,807,553 7,638,755 1,746,719
--------------- ------------- --------------- ----------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 3,798,799 $1,657,723 $8,078,788 $ 1,923,647
--------------- ------------- --------------- ----------------
Vanguard
Vanguard Trustees' Equity-
U.S. Growth International Loan 1995
INVESTMENT INCOME: Portfolio Portfolio Fund Total
--------------- ------------- --------------- -------------
Unrealized appreciation (depreciation)
of investments $ 246,207 $ (26,308) $ -- $ 1,832,974
Interest and dividend income 9,333 42,870 66,753 724,410
Realized gain (loss) on investments 12,981 (19,061) -- 146,058
--------------- ------------- --------------- ----------------
268,521 (2,499) 66,753 2,703,442
CONTRIBUTIONS:
Employer 89,099 54,274 -- 828,004
Participants 139,318 105,377 -- 1,402,942
--------------- ------------- --------------- ----------------
228,417 159,651 -- 2,230,946
LOAN ORIGINATIONS (44,223) (4,840) 247,680 --
--------------- ------------- --------------- ----------------
LOAN REPAYMENTS 22,643 23,266 (445,411) --
--------------- ------------- --------------- ----------------
INTERFUND TRANSFERS, NET 724,844 442,219 -- --
--------------- ------------- --------------- ----------------
DISTRIBUTIONS TO PARTICIPANTS (151,539) (213,255) (55,821) (3,911,621)
--------------- ------------- --------------- ----------------
Increase (decrease) in Net Assets 1,048,663 404,542 (186,799) 1,022,767
Available for Benefits
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 609,580 498,512 801,223 17,611,911
--------------- ------------- --------------- ----------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 1,658,243 $ 903,054 $ 614,424 $18,634,678
--------------- ------------- --------------- ----------------
The accompanying notes are an integral part of this statement.
9
EXHIBIT 2
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1994
Vanguard Vanguard Guaranteed Vanguard Vanguard
Money Market- Bond Index Investment S&P 500 Wellington
INVESTMENT INCOME: Prime Portfolio Fund Contracts Portfolio Fund Fund
--------------- ---- --------- -------------- ----
Unrealized appreciation (depreciation)
of investments $ -- ($144,451) $ -- ($140,104) ($78,779)
Interest and dividend income 115,588 156,669 58,328 229,927 106,641
Realized gain (loss) on investments -- (14,574) -- 33,171 (16,108)
----------- ---------- ----------- ---------- ----------
115,588 (2,356) 58,328 122,994 11,754
CONTRIBUTIONS:
Employer 231,140 130,428 -- 390,793 126,710
Participants 344,102 199,756 -- 621,505 201,937
----------- ---------- ----------- ---------- ----------
575,242 330,184 -- 1,012,298 328,647
LOAN ORIGINATIONS (160,693) (59,406) (12,045) (140,007) (16,463)
----------- ---------- ----------- ---------- ----------
LOAN REPAYMENTS 149,113 71,945 -- 194,506 30,817
----------- ---------- ----------- ---------- ----------
INTERFUND TRANSFERS 1,295,422 (543,631) (1,269,371) (725,786) 995,165
----------- ---------- ----------- ---------- ----------
DISTRIBUTIONS TO PARTICIPANTS (1,160,845) (819,786) (255,610) (1,635,753) (599,617)
----------- ---------- ----------- ---------- ----------
Increase (decrease) in Net Assets 813,827 (1,023,050) (1,478,698) (1,171,748) 750,303
Available for Benefits
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 3,695,742 2,830,603 1,478,698 8,810,503 996,416
----------- ---------- ----------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 4,509,569 $1,807,553 $ -- $7,638,755 $1,746,719
----------- ---------- ----------- ---------- ----------
Vanguard
Vanguard Trustees' Equity -
U.S. Growth International Loan 1994
INVESTMENT INCOME: Portfolio Portfolio Fund Total
--------- --------- ---- -----
Unrealized appreciation (depreciation)
of investments ($2,824) $ 5,417 $ -- ($360,741)
Interest and dividend income 10,250 3,341 80,880 761,624
Realized gain (loss) on investments 3,709 22 -- 6,220
--------- -------- --------- -----------
11,135 8,780 80,880 407,103
CONTRIBUTIONS:
Employer 67,151 23,931 -- 970,153
Participants 118,797 14,537 -- 1,500,634
--------- -------- --------- -----------
185,948 38,468 -- 2,470,787
LOAN ORIGINATIONS (7,110) (1,496) 397,220 --
--------- -------- --------- -----------
LOAN REPAYMENTS 22,888 1,355 (470,624) --
--------- -------- --------- -----------
INTERFUND TRANSFERS (203,204) 451,405 -- --
--------- -------- --------- -----------
DISTRIBUTIONS TO PARTICIPANTS (134,503) -- (87,038) (4,693,152)
--------- -------- --------- -----------
Increase (decrease) in Net Assets (124,846) 498,512 (79,562) (1,815,262)
Available for Benefits
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 734,426 -- 880,785 19,427,173
--------- -------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 609,580 $498,512 $ 801,223 $17,611,911
--------- -------- --------- -----------
The accompanying notes are an integral part of this statement.
10
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN
The information discussed below is a summary only and reference should
be made to the Profit Sharing Plan of Comshare, Incorporated (the "Plan")
or inquiries made of the Plan Administrator for more complete information.
(a) General
The Plan is a defined contribution plan covering eligible
employees of Comshare, Incorporated (the "Company"). The Plan
provides retirement benefits and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). The Company
administers the Plan and pays all plan administration costs, including
fees paid to the Trustee. The operating expenses of the investment
advisor are netted from the returns of the funds.
The Employee Stock Ownership Plan (ESOP) of Comshare
Incorporated was merged with the Plan effective October 1, 1995. All
of the assets of the ESOP which consisted primarily of Comshare common
stock were transferred to the Plan and placed in the new Comshare
Stock Fund.
(b) Trustee and Investment Advisor
As of June 30, 1996 the Plan held all investments with Vanguard
Fiduciary Trust Company (the "Trustee" and "Investment Advisor").
In accordance with the Trust Agreement, the Trustee holds and
administers the Plan's assets and executes transactions therewith for
the purpose of providing benefits as described in the Plan agreement.
The Investment Advisor executes all investment transactions.
(c) Management Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
income and expenses during the reporting period. Actual results could
differ from those estimates.
(d) Contributions
The Plan provides for annual employer fixed contributions equal
to 2% of eligible participants' compensation. In addition, the
Company may make discretionary contributions, the amount of which is
determined by the Board of Directors. The discretionary contribution
for 1996 was $234,000. There were no discretionary contributions in
1995 or 1994. To qualify for such employer contributions for any
given Plan year, a participant must be credited with 1,000 or more
hours of service during the Plan year and be employed by the Company
on the last day of the Plan year.
11
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(continued)
Participants may make before-tax contributions, subject to Internal
Revenue Service limitations. Participants are eligible for employer
matching contributions equal to 50% of the participant's before-tax
contributions up to 6% of their compensation.
(e) Investment Options
As of June 30, 1996 the investment options available to participants
are as follows: (1) Vanguard Money Market Reserves - Prime Portfolio,
a money market fund, consisting of investments with maturities of one
year or less; (2) Vanguard Bond Index Fund, an intermediate bond fund,
consisting primarily of investments in U.S. Government and corporate
bonds; (3) Vanguard Index 500 Portfolio, a diversified equity fund,
consisting of investments in the stocks included in the Standard &
Poors' 500 Index; (4) Vanguard Wellington Fund, a balanced fund,
consisting of investments in both stocks and bonds; (5) Vanguard United
States Growth Portfolio, a growth stock fund, consisting of investments
in common stocks of companies with above-average growth potential; (6)
Vanguard Trustees' Equity Fund - International Portfolio, an
international equity fund, consisting of investments in stocks of
companies based outside the United States; (7) Comshare Stock Fund, a
fund investing in the shares of Comshare Inc. There are no guaranteed
rates of returns for these funds.
Participants may change their investment election daily for new funds
contributed or loans repaid to the Plan. Contributions to the Plan are
invested directly by the Trustee into the investment options based on
participant elections.
(f) Vesting and Eligibility
All full-time employees and certain part-time employees are
eligible to make employee before-tax contributions to the Plan at the
beginning of the calendar quarter following the date of hire. Eligible
participants begin sharing in employer contributions after completing
one year of service. As of June 30, 1996 there were 295 active
participants.
Participants vest in employer discretionary contributions according to
a seven year schedule. Participants completing at least 1,000 hours of
service in a given plan year are credited with an increase in vesting
for such plan year. Full vesting also occurs upon retirement at age
65, or after death or total disability. Employer matching
contributions vest according to a seven year schedule for participants
with targeted compensation greater than the social security wage base.
All other participants are fully vested in employer matching
contributions.
Employee contributions and employer fixed contributions are
always fully vested.
12
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(continued)
(g) Loans and Hardship Withdrawals
The Plan provides for hardship withdrawals in certain circumstances and
for loans to participants. Loans are limited to 50% of a participant's
vested balance, and bear interest comparable to competitive bank rates
for loans of similar purpose. Loans are repaid through payroll
withholding, and most mature within five years. A 10% excise tax is
imposed upon hardship withdrawals.
(h) Benefit Distributions
Distribution of the vested amounts in a participant's account can be
made upon termination of employment or upon retirement. Benefits are
paid, at the option of the participant, in a lump sum payment or in
periodic payments of substantially equal amounts for a specified number
of years, not in excess of 10. As of June 30, 1996 and 1995, the net
assets available for benefits included $808,841 and $508,634,
respectively, for benefits payable that were due but undistributed to
participants as a result of termination of employment or retirement.
(i) Allocation to Participants' Accounts
The Trustee maintains the detailed accounts of the net assets available
for benefits in the Plan. The Trustee values the fund for each
investment option at market value on a daily basis. The net change in
each fund's market value for the period is allocated to the accounts of
participants within that fund in the same proportion that the balance
of each participant's account bears to the total of the fund on the
last day of the period. Interest income on loans to participants is
credited directly to the individual participant's account. Company
discretionary contributions and forfeitures are allocated to eligible
participants' accounts in the same proportion that the participant's
eligible compensation bears to the total eligible compensation of all
participants for the year.
(j) Plan Termination
In the event the Plan is terminated, the participants will become fully
vested and will receive the balances in their individual accounts.
(k) Federal Income Tax Status
The Plan obtained its latest determination letter dated September 16,
1996, in which the Internal Revenue Service stated that the Plan, as
amended and restated effective July 1, 1994, was in compliance with the
applicable requirements of the Internal Revenue Code (the "Code").
The Plan has been amended and restated again effective October
1, 1995 to reflect the merger with the ESOP. The Plan administrator
is applying for a new determination letter. The Plan administrator and
the Plan's tax counsel believe that the Plan is currently designed and
being operated in compliance with the applicable requirements of the
Code.
13
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(continued)
Therefore, they believe that the Plan was qualified and the
related trust was tax-exempt as of the financial statement date.
(l) Forfeitures
Non-vested account balances of terminated employees are forfeited at
the end of the quarter following the date of termination. Forfeitures
were $62,517, $26,714 and $53,894 for the years ended June 30, 1996,
1995 and 1994, respectively. Forfeitures are allocated on a pro-rata
basis to remaining participants.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The financial statements have been prepared on the accrual basis of
accounting.
(b) Investments
Investment transactions are recorded by the Trustee on a trade date
basis. Investments are stated in the Statement of Net Assets Available
for Benefits at market value. Realized gains and losses on sale of
investments and unrealized appreciation (depreciation) of investments
are computed based on the difference between the market value of the
investments at the beginning of the year, or at the time of purchase if
acquired during the year, and the market value of investments when sold
or at Plan year end.
(3) REPORTABLE TRANSACTIONS
Transactions, or a series of transactions, in excess of 5% of Net
Assets Available for Benefits at the beginning of the Plan year are
reportable transactions under the provisions of ERISA. A list of such
transactions is included in Schedule II.
(4) SUBSEQUENT EVENTS
As of September 13, 1996, the Company's stock was trading at $18.375
per share compared to $31 per share at June 30, 1996. The investments in
the Comshare Stock Fund consist primarily of the Company's stock which are
valued in the accompanying statement of net assets at the June 30, 1996
share price.
14
Schedule I
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
EIN: 38-1804887 PN: 001
ITEM 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES AS OF JUNE 30, 1996
(c) Description of Investment
(a) (b) Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
or Similar Party Par or Maturity Value Cost Value
------------------------------ -------------------------------- ---------- ----------
MUTUAL FUNDS:
* Vanguard Money Market 3,065,717 units $3,065,717 $3,065,717
Reserves - Prime Portfolio
* Vanguard Bond Index Fund 174,112 units 1,702,277 1,687,144
* Vanguard Index 500 Portfolio 165,293 units 7,393,010 10,395,281
* Vanguard Wellington Fund 91,674 units 1,977,532 2,309,281
* Vanguard U.S. Growth
Portfolio 128,745 units 2,316,295 2,999,767
* Vanguard Trustees' Equity
- International Portfolio 33,564 units 1,090,280 1,083,123
* Comshare Stock Fund 250,496 units 794,233 3,960,341
----------- -----------
Total Mutual Funds 18,339,344 25,500,654
----------- -----------
LOANS:
Loans to plan participants Interest rates range 635,662 635,662
from 6.5% to 12.75%; ----------- -----------
maturing through June, 2016
TOTAL INVESTMENTS $18,975,006 $26,136,316
=========== ===========
* Represents a party-in-interest
15
SCHEDULE II
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
EIN: 38-1804887 PN: 001
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1996
(a) (b) (c) (d) (g)
Identity of Party Description of Purchase Selling Cost of
Involved Asset Price Price Asset
-------- ----- ----- ----- -----
Vanguard Group 91 purchases of shares of Vanguard $1,325,812 N/A N/A
Money Market Reserves - Prime Portfolio
Vanguard Group 76 purchases of shares of Vanguard Index 2,595,851 N/A N/A
500 Portfolio
Vanguard Group 40 purchases of shares of Vanguard Trustees' 518,102 N/A N/A
Equity - International Portfolio
Vanguard Group 53 purchases of shares of Vanguard 1,235,934 N/A N/A
U.S. Growth Portfolio
Vanguard Group 58 purchases of shares of 1,103,793 N/A N/A
Vanguard Wellington Fund
Vanguard Group 61 purchases of shares of Vanguard 512,080 N/A N/A
Bond Index - Total Bond Market
Vanguard Group 23 purchases of shares of Comshare Stock Fund 3,414,970 N/A N/A
Vanguard Group 73 sales of shares of Vanguard Money N/A $1,932,899 $1,932,899
Market Reserves - Prime Portfolio
Vanguard Group 49 sales of shares of Vanguard Index 500 Portfolio N/A 1,887,795 1,745,867
Vanguard Group 25 sales of shares of Vanguard Trustees' N/A 321,569 316,039
Equity - International Portfolio
Vanguard Group 24 sales of shares of Vanguard U.S. Growth N/A 335,527 304,409
Portfolio
Vanguard Group 30 sales of shares of Vanguard Wellington Fund N/A 878,710 831,507
Vanguard Group 39 sales of shares of Vanguard Bond Index - Total N/A 399,283 398,346
Bond Market
Vanguard Group 47 sales of shares of Comshare Stock Fund N/A 1,056,572 879,327
(h)
(a) (b) Current Value (i)
Identity of Party Description of of Asset on Net Gain
Involved Asset Transaction Date or (Loss)
-------- ----- ---------------- ---------
Vanguard Group 91 purchases of shares of Vanguard $1,325,812 N/A
Money Market Reserves - Prime Portfolio
Vanguard Group 76 purchases of shares of Vanguard Index 2,595,851 N/A
500 Portfolio
Vanguard Group 40 purchases of shares of Vanguard Trustees' 518,102 N/A
Equity - International Portfolio
Vanguard Group 53 purchases of shares of Vanguard 1,235,934 N/A
U.S. Growth Portfolio
Vanguard Group 58 purchases of shares of 1,103,793 N/A
Vanguard Wellington Fund
Vanguard Group 61 purchases of shares of Vanguard 512,080 N/A
Bond Index - Total Bond Market
Vanguard Group 23 purchases of shares of Comshare Stock Fund 3,414,970 N/A
Vanguard Group 73 sales of shares of Vanguard Money 1,932,899 $ 0
Market Reserves - Prime Portfolio
Vanguard Group 49 sales of shares of Vanguard Index 500 Portfolio 1,887,795 141,928
Vanguard Group 25 sales of shares of Vanguard Trustees' 321,569 5,530
Equity - International Portfolio
Vanguard Group 24 sales of shares of Vanguard U.S. Growth 335,527 31,118
Portfolio
Vanguard Group 30 sales of shares of Vanguard Wellington Fund 878,710 47,203
Vanguard Group 39 sales of shares of Vanguard Bond Index - Total 399,283 937
Bond Market
Vanguard Group 47 sales of shares of Comshare Stock Fund 1,056,572 177,245
The accompanying notes are an integral part of this statement.
16
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference of our report on the June 30, 1996 financial statements of the Profit
Sharing Plan of Comshare, Incorporated dated September 20, 1996, included in
this Form 11-K into the Company's previously filed Form S-8 and S-3
registration statements (File No. 33-6730, File No. 33-9755-3, File No.
33-28437, File No. 33-27002, File No. 33-37564, File No. 33-85720, File No.
33-87706, File No. 33-87708, File No. 33-86908 and File No. 33-65109).
Arthur Andersen LLP
Detroit, Michigan
September 27, 1996
17
EMPLOYEE STOCK OWNERSHIP PLAN
OF COMSHARE, INCORPORATED
FINANCIAL STATEMENTS AS OF OCTOBER 11, 1995 AND JUNE 30, 1995
AND FOR THE PERIOD ENDED OCTOBER 11, 1995
AND FOR THE YEARS ENDED JUNE 30, 1995 AND 1994
TOGETHER WITH AUDITORS' REPORT
18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator
of the Employee Stock Ownership Plan
of Comshare, Incorporated:
We have audited the accompanying statement of net assets available for benefits
of the EMPLOYEE STOCK OWNERSHIP PLAN OF COMSHARE, INCORPORATED (the "Plan") as
of October 11, 1995 and June 30, 1995, and the related statement of changes in
net assets available for benefits for the period ended October 11, 1995 and the
years ended June 30, 1995 and 1994. These financial statements and the
schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
October 11, 1995 and June 30, 1995 and the changes in net assets available for
benefits for the period ended October 11, 1995 and the years ended June 30,
1995 and 1994 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated, in
all material respects, in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Detroit, Michigan,
September 20, 1996
19
EMPLOYEE STOCK OWNERSHIP PLAN
OF COMSHARE, INCORPORATED
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
EXHIBITS
1. Statement of Net Assets Available for Benefits as of October 11, 1995 and
June 30, 1995
2. Statement of Changes in Net Assets Available for Benefits for the Period
Ended October 11, 1995, and the Years Ended June 30, 1995 and 1994
Notes to Financial Statements
SCHEDULES
I. Item 27a - Schedule of Assets Held for Investment Purposes as of October 11,
1995
II. Item 27d - Schedule of Reportable Transactions for the Period Ended October
11, 1995
20
EXHIBIT 1
EMPLOYEE STOCK OWNERSHIP PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF OCTOBER 11, 1995 AND JUNE 30, 1995
October 11, 1995 June 30, 1995
------------------- ---------------
RECEIVABLES:
Employer contributions $ --- $ 219,883
Participants' contributions --- 3,487
------------------- ---------------
$ --- $ 223,370
=================== ===============
INVESTMENTS, at market:
Short term fund $ --- $ 104
Comshare common stock -
allocated, 125,055
shares at cost of $939,014
for year ended June 30, 1995 --- 2,594,663
------------------- ---------------
$ --- $ 2,594,767
=================== ===============
LIABILITIES:
Accrued interest $ --- $ (18,923)
Note due to Comshare --- (199,185)
------------------- ---------------
$ --- $ (218,108)
=================== ===============
NET ASSETS AVAILABLE FOR BENEFITS:
Allocated $ --- $ 2,600,029
Unallocated --- ---
------------------- ---------------
$ --- $ 2,600,029
=================== ===============
The accompanying notes are an integral part of this statement.
21
EXHIBIT 2
EMPLOYEE STOCK OWNERSHIP PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD ENDED OCTOBER 11, 1995 AND THE YEARS ENDED JUNE 30, 1995 AND 1994
October 11, 1995 June 30, 1995
----------------------------------------- -----------------------------------------
Allocated Unallocated Total Allocated Unallocated Total
----------- ----------- ----------- ----------- ----------- ----------
Beginning Balance $ 2,600,029 $ --- $ 2,600,029 $1,331,861 $ 174,429 $1,506,290
Net unrealized appreciation
of investments 861,423 --- 861,423 828,291 286,236 1,114,527
Net realized gain/(loss) on investment 167,406 --- 167,406 (62,496) --- (62,496)
Employer contributions 5,956 --- 5,956 17,836 218,191 236,027
Participants' contributions 25,280 --- 25,280 78,443 --- 78,443
Interest income 444 --- 444 189 --- 189
Distributions to participants (477,205) --- (477,205) (254,028) --- (254,028)
Interest expense --- --- --- --- (18,923) (18,923)
Transferred to other plan (3,183,333) --- (3,183,333) --- --- ---
Allocation of shares released --- --- --- 659,933 (659,933) ---
----------- ---------- ---------- ---------- ---------- ----------
Ending Balance $ --- $ --- $ --- $2,600,029 $ --- $2,600,029
----------- ---------- ---------- ---------- ---------- ----------
June 30, 1994
---------------------------------------------
Allocated Unallocated Total
----------- ----------- ----------
Beginning Balance $ 755,064 $ 16,750 $ 771,814
Net unrealized appreciation
of investments 589,423 170,008 759,431
Net realized gain/(loss) on investment 57,980 --- 57,980
Employer contributions 17,934 18,923 36,857
Participants' contributions 85,647 --- 85,647
Interest income 68 --- 68
Distributions to participants (186,584) --- (186,584)
Interest expense --- (18,923) (18,923)
Transferred to other plan --- --- ---
Allocation of shares released 12,329 (12,329) ---
---------- -------- ----------
Ending Balance $1,331,861 $174,429 $1,506,290
---------- -------- ----------
The accompanying notes are an integral part of this statement.
22
EMPLOYEE STOCK OWNERSHIP PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN
The information discussed below is a summary only and reference should be
made to the Employee Stock Ownership Plan of COMSHARE, Incorporated (the
"Plan") or inquiries made of the Plan Administrator for more complete
information.
(a) General
The Plan was established effective June 28, 1985. It is a
defined contribution plan covering eligible employees of COMSHARE,
Incorporated (the "Company"). The Plan provides retirement benefits and
is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). The Company administers the Plan and pays all
administration costs, including fees paid to Comerica Bank (the
"Trustee").
The Plan was merged into the Profit Sharing Plan of Comshare,
Incorporated and the transfer of plan assets was completed on October
11, 1995. The Plan ceased to exist following the merger. All Plan
participants retained their accrued benefits under the merged plan.
(b) Management Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from
those estimates.
(c) Trustee
In accordance with the Trust Agreement, the Trustee holds and
administers the Plan's assets and executes transactions therewith for
the purpose of providing benefits as described in the Plan.
(d) Contributions
The Plan provides for annual contributions as determined by the
Company's Board of Directors, subject to Internal Revenue Service
limitations. However, the Company is required to contribute amounts
sufficient to enable the Plan to pay principal and interest on
borrowings by the Plan when due.
Company contributions may be paid to the Trustee in cash and/or shares
of Comshare, Incorporated common stock valued at fair market value.
Company contributions are used first to pay interest and principal due
on any borrowings by the Plan.
Participants may make before-tax contributions, subject to Internal
Revenue Service limitations. Participants are eligible for employer
matching contributions equal to 50% of the participant's
before-tax contributions up to 6% of compensation, less such
contributions to the Profit Sharing Plan of COMSHARE, Incorporated.
23
EMPLOYEE STOCK OWNERSHIP PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Company contributions to the Plan for the plan years shown below were
as follows:
October 11, 1995 June 30, 1995 June 30, 1994
---------------- ------------- -------------
Employer Discretionary $ --- $218,191 $18,923
Employer Matching 5,956 17,836 17,934
(e) Investments
The Plan invests solely in the Company's common stock. Contributions
to the Plan are invested temporarily by the Trustee in a short term
fund. The Trustee purchases the Company's stock in the open market
whenever funds permit.
(f) Vesting and Eligibility
All full-time U.S. employees are eligible to participate in the Plan
after completing one year of service. The Plan was amended effective
July 1, 1994 to allow full time employees to begin before tax
contributions at the beginning of the calendar quarter following their
date of hire. As of October 11, 1995 and June 30, 1995 there were 286
active participants, respectively.
Participants are vested in employer discretionary contributions
according to a seven-year schedule. Participants completing at least
1,000 hours of service in a given plan year are credited with an
increase in vesting for such plan year. Full vesting also occurs upon
retirement at age 65 or after death or total disability. Employer
matching contributions are vested according to a seven-year schedule
for participants with targeted compensation greater than the social
security wage base. All other participants are fully vested in
employer matching contributions.
Employee contributions are always fully vested.
(g) Benefit Distributions
Upon retirement, death, disability or termination of employment,
distribution of a participant's entire account is made as of the next
valuation date. Distributions are made at the option of the
participant in whole shares of the Company's common stock and cash for
fractional shares or entirely in cash. As of October 11, 1995 and
June 30, 1995 the net assets available for benefits included $0 and
$396,551, respectively, of benefits payable to participants who have
withdrawn from the Plan.
(h) Forfeitures
Unvested account balances of terminated employees are forfeited in the
plan year in which the employee is credited with less than 501 hours
of service. Forfeitures were $0 in the period ended October 11, 1995,
$10,547 for the year ended June 30, 1995, and $1,245 for the year
ended June 30, 1994. All forfeitures are reallocated to eligible
participants' accounts.
24
EMPLOYEE STOCK OWNERSHIP PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(i) Allocation of Participants' Accounts
The Trustee maintains the detail accounts of the net assets
available for benefits in the Plan. After the close of the plan year,
the Trustee values the number of shares of the Company's common stock
in each participant's account at market value.
Company discretionary contributions and forfeitures are allocated to
eligible participants' accounts in the same proportion that the
participants' eligible compensation bears to the total eligible
compensation of all participants for the year.
The Plan has the right to borrow funds to purchase the Company's
common stock for future allocation to participants. The borrowings
are secured by the shares purchased with the proceeds of such
borrowings. No shares purchased as a result of borrowings will be
allocated to participants' accounts until such time as the Company
makes contributions to the Plan to repay the borrowings. The
unallocated shares are allocated to participants as the borrowings and
interest thereon are repaid. Shares allocated to participant accounts
due to repayments on the promissory note (see note 4) were 31,804 and
2,759 for the years ended June 30, 1995 and 1994 respectively.
(j) Voting Rights
Shares of the Company's common stock allocated to participants'
accounts are voted by the Trustee at the participants' direction.
Unallocated shares of the Company's common stock held by the Plan are
voted by the Trustee in the same proportion as those shares voted by
participants.
(k) Plan Termination
In the event the Plan is terminated, the participants will become
fully vested and will receive the shares in their individual accounts.
(l) Tax Status
The Plan obtained its latest determination letter dated September 16,
1996, in which the Internal Revenue Service stated that the Plan, as
amended and restated effective July 1, 1994, was in compliance with
the applicable requirements of the Internal Revenue Code (the "Code").
The Plan Administrator and the Plan's tax counsel believe that
the Plan is currently designed and being operated in compliance with
the applicable requirements of the Code. They believe
that the Plan was qualified and the related trust was tax-exempt as of
the financial statement date.
Company contributions and employee before-tax contributions are not
taxable to participants when contributed to the Plan. Any earnings on
such contributions are also not taxable to participants when earned by
the Plan.
25
EMPLOYEE STOCK OWNERSHIP PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The financial statements have been prepared on the accrual basis of
accounting.
(b) Investments
Investments are purchased on the open market by the Trustee and
transactions are recorded on the trade date basis. Investments are
stated in the Statement of Net Assets Available for Benefits at
current value, which equals market value. The market value of the
Company's common stock, the principal investment, was the closing
price on the valuation dates, October 11, 1995, and June 30, 1995 and
1994, as quoted on the NASDAQ National Market System.
Unrealized appreciation/(depreciation) of investments is the change in
market values during the year of investments held as of the reporting
date and is reflected in the accompanying Statement of Changes in Net
Assets Available for Benefits as a separate line item. Realized gains
and losses and unrealized appreciation/(depreciation) are based on the
value of the assets at the beginning of the Plan year or date of
purchase.
Included in the unrealized appreciation/(depreciation) of investments
is the transfer of appreciation corresponding to the transfer of cost
of the shares released from unallocated equity. The unrealized
appreciation transferred was $ 0 for the period ended October 11,
1995, $286,236 and $4,914 for the years ended June 30, 1995 and 1994
respectively.
(3) PARTICIPANTS' CONTRIBUTIONS RECEIVABLE
Participants' contributions receivable represents amounts received from
participants by the Company and credited to each participant's account.
These amounts were remitted by the Company to the Trustee subsequent to
year-end.
(4) RELATED PARTY TRANSACTIONS
The principal amount of the promissory note to the Company due July 1,
1995, was repaid in full subsequent to the June 30, 1995 plan year end
including any accrued interest on the promissory note.
26
SCHEDULE I
EMPLOYEE STOCK OWNERSHIP PLAN
OF COMSHARE, INCORPORATED
EIN: 38-1804887 PN: 002
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF OCTOBER 11, 1995
(e)
(d) Current
(a) (b) Identity of Issuer, Borrower, etc. (c) Description of Investment Cost Value
- --- -------------------------------------- ---------------------------------- -----
* None None $ -- $ --
* Represents a party-in-interest.
27
SCHEDULE II
EMPLOYEE STOCK OWNERSHIP PLAN
OF COMSHARE, INCORPORATED
EIN: 38-1804887 PN: 002
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD ENDED OCTOBER 11, 1995
(h) (i)
(c) (d) (g) Market Net
Purchase Selling Cost of Value of Gain
(a) Identity of Party (b) Description of Asset Price Price Asset Asset (Loss)
- --------------------- ----------------------------------- -------- --------- --------- ----------- ----------
Comerica Bank Twelve aggregate purchases $269,192 N/A N/A $269,192 N/A
of 269,192 units of Short term
fund, $1 par
Comerica Bank Thirteen aggregate sales of N/A $269,296 $269,296 N/A --
269,296 units of Short term
fund, $1 par
Comerica Bank Four aggregate transfers of 108,260 N/A N/A $841,539 $3,183,333 N/A
shares of Comshare, Inc. Common
Stock to the Profit Sharing Plan
Open Market Twenty aggregate purchases $100,194 N/A N/A $ 100,194 N/A
of 7,383 shares of Comshare,
Inc. Common Stock
Open Market Two aggregate sales of 9,412 N/A $233,035 $ 81,579 N/A $151,456
shares of Comshare, Inc.
Common Stock
Plan Participants Forty-seven aggregate distributions N/A $259,275 $ 74,212 N/A $185,063
of 8,609 shares of Comshare, Inc.
Common Stock
28
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference of our report on the June 30, 1996 financial statements of the Profit
Sharing Plan of Comshare, Incorporated dated September 20, 1996, included in
this Form 11-K into the Company's previously filed Form S-8 and S-3
registration statements (File No. 33-6730, File No. 33-9755-3, File No.
33-28437, File No. 33-27002, File No. 33-37564, File No. 33-85720, File No.
33-87706, File No. 33-87708, File No. 33-86908 and File No. 33-65109).
Arthur Andersen LLP
Detroit, Michigan
September 27, 1996