SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)

Comshare, Incorporated

(Name of Subject Company (Issuer))

Conductor Acquisition Corp.
(Offeror)
an indirect wholly-owned subsidiary of
Geac Computer Corporation Limited
(Parent of Offeror)
(Names of Filing Persons)

Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)

205912108
(CUSIP Number of Class of Securities)

Charles S. Jones
Chairman
Geac Computer Corporation Limited
11 Allstate Parkway, Suite 300
Markham, Ontario L3R 9T8
Canada
(905) 475-0525
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

with copies to:
Robert W. Sweet, Jr., Esquire
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210

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Calculation of Filing Fee

Transaction valuation*	Amount of filing fee**
$52,008,427		$4,208***

*	Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase at $4.60 per share in cash, pursuant to the Offer to Purchase, of all 10,827,583 issued and outstanding shares of common stock, par value $1.00 per share, of Comshare, Incorporated as of June 30, 2003 plus the aggregate amount in cash to be paid to holders of outstanding options to purchase shares of Comshare common stock determined by multiplying the excess, if any, of $4.60 over the applicable exercise price of each such option by the number of shares of Comshare common stock underlying such option.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $80.90 per $1,000,000 of the transaction value.
***	Previously paid in connection with the Offerors’ Schedule TO filed with the Securities and Exchange Commission on July 1, 2003

o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		Amount Previously Paid:
		Form or Registration No.:
		Filing Party:
		Date Filed:
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
x	third-party tender offer subject to Rule 14d-1.
o	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer:
o

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SCHEDULE TO

     This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on July 1, 2003 by Geac Computer Corporation Limited, a corporation governed by the Canada Business Corporations Act (“Geac”) and Conductor Acquisition Corp., a Michigan corporation (“Purchaser”) and an indirect wholly owned subsidiary of Geac. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $1.00 per share (the “Shares”), of Comshare, Incorporated, a Michigan corporation (the “Company”), at a purchase price of $4.60 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 1, 2003, filed as Exhibit (a)(1)(A) to the Schedule TO (the “Offer to Purchase”), and in the related Letter of Transmittal filed as Exhibit (a)(1)(B) to the Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given to such terms in the Offer to Purchase.

Item 11. Additional Information

     Item 11 of the Schedule TO is hereby amended and supplemented to add the following:

     On July 16, 2003, the Company and Geac issued a joint press release, a copy of which is attached hereto as Exhibit (a)(1)(H), announcing that on July 15, 2003, the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to Geac’s proposed acquisition of the Company.

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented to add the following:

     (a)(1)(H) Press Release dated July 16, 2003.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Geac Computer Corporation Limited
	/s/  Charles S. Jones By:  Charles S. Jones Its:  Chairman
	Conductor Acquisition Corp.
	/s/  Charles S. Jones By:  Charles S. Jones Its:  Chairman
Date: July 16, 2003

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INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)(A)	Offer to Purchase, dated July 1, 2003.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(F)	Press Release dated July 1, 2003*
(a)(1)(G)	Summary Advertisement, published in the New York Times on July 3, 2003.*
(a)(1)(H)	Press Release dated July 16, 2003
(b)	Not Applicable.
(c)	Not Applicable.
(d)(1)	Confidentiality Agreement dated April 24, 2003 between Geac and the Company.*
(d)(2)	Confidentiality Agreement effective May 1, 2003 between Geac and the Company.*
(d)(3)	Agreement and Plan of Merger, dated as of June 22, 2003, by and among Geac, Purchaser and the Company.*
(d)(4)	Voting and Tender Agreement, dated as of June 22, 2003, by and among Geac, Purchaser and Dennis G. Ganster.*
(d)(5)	Voting and Tender Agreement, dated as of June 22, 2003, by and among Geac, Purchaser and each of Codec Systems Limited and Anthony Stafford.*
(d)(6)	Employment agreement dated June 19, 2003 by and among the Company, Geac Computers, Inc., Geac and Brian Hartlen.*
(d)(7)	Employment agreement dated June 19, 2003 by and among the Company, Geac Computers, Inc., Geac and David King.*
(g)	Not Applicable.
(h)	Not Applicable.

* Previously filed on July 1, 2003 with the Securities and Exchange Commission on Schedule TO by Purchaser and Geac.

- 5 - EX-99.(A)(1)(H) 3 b47189a1exv99wxayx1yxhy.txt EX-99.(A)(1)(H) PRESS RELEASE DATED JULY 16, 2003 EXHIBIT (A)(1)(H) GEAC AND COMSHARE SATISFY ANTITRUST CONDITION TO COMSHARE ACQUISITION GEAC'S CASH TENDER OFFER AT $4.60 PER SHARE EXPECTED TO BE CONSUMMATED ON JULY 31, 2003 MARKHAM, ON, SOUTHBOROUGH, MA AND ANN ARBOR, MI - JULY 16, 2003 - Geac Computer Corporation Limited (TSX: GAC) and Comshare, Incorporated (NASDAQ: CSRE), today announced that on July 15, 2003 the Federal Trade Commission granted early termination of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to Geac's proposed acquisition of Comshare. On July 1, 2003 Geac commenced a cash tender offer to purchase all of the outstanding shares of common stock of Comshare. In the tender offer, Comshare shareholders will receive US $4.60 in cash for each share of Comshare common stock tendered. The tender offer is expected to be consummated immediately following the expiration of the offer at midnight on July 30, 2003. Comshare's Board of Directors has unanimously approved the transaction. On July 1, 2003 Comshare filed with the Securities and Exchange Commission, and on July 3, 2003 mailed to its stockholders, its solicitation/recommendation statement on Schedule 14D-9 setting forth the conclusion of Comshare's Board of Directors that the tender offer and the merger described in the merger agreement are fair to and in the best interests of Comshare's shareholders, and the recommendation of the Comshare Board of Directors, that Comshare shareholders tender their shares pursuant to the offer. The holders of approximately 15% of Comshare's outstanding common stock, including Dennis Ganster, Comshare's Chief Executive Officer, Codec Systems Limited and Anthony Stafford, have also agreed to support the transaction and to tender their shares to Geac. "We continue to believe that this transaction represents an excellent opportunity for Comshare's shareholders, customers and partners," stated Comshare Chief Executive Officer Dennis Ganster. "Comshare's product solutions and experience are a perfect match for Geac's vision for business performance management. Geac has the resources to help accelerate the growth of our business and a large customer base which is seeking solutions such as ours." "We look forward to completing our tender offer for Comshare's outstanding common shares," said Paul Birch, Chief Executive Officer of Geac. "The Comshare acquisition will create significant cross-selling opportunities as well as new revenue streams and new sales channels for Geac, and the merged companies will be able to leverage their combined global presence and Geac's significant installed base. Geac's acquisition of Comshare, like our acquisition of Extensity in March 2003, represents an important step toward building out the business performance solution map that we've previously outlined." The Geac tender offer is being made pursuant to the previously announced definitive merger agreement between Geac and Comshare dated as of June 22, 2003 and is conditioned upon, among other things, there being validly tendered and not properly withdrawn prior to the - 6 - expiration date of the offer shares of Comshare common stock representing not less than a majority of Comshare's total outstanding shares, calculated on a fully diluted basis. The merger contemplated by the merger agreement is also subject to approval by Comshare's stockholders (if less than 90% of Comshare's outstanding shares are acquired by Geac in the tender offer) and other customary closing conditions. ABOUT COMSHARE Comshare, Incorporated (NASDAQ: CSRE) is a leading provider of software that helps companies implement and execute strategy. Comshare's corporate performance management application encompasses planning, budgeting, forecasting, financial consolidation, management reporting, and analysis. In business for over 35 years, Comshare is one of the top independent software companies, with Fortune 500 and Financial Times Top 1000 customers around the world. Comshare is a Business Objects partner, a Siebel Software Partner, and a Microsoft Gold Certified Partner for Business Intelligence and Software. For more information on Comshare, call 1-800-922-7979, send email to info@comshare.com or visit Comshare's website at www.comshare.com. ABOUT GEAC Geac Computer Corporation Limited (TSX: GAC) is a global enterprise software company for business performance management, providing customers worldwide with the core financial and operational solutions and services to improve their business performance in real time. Further information is available at http://www.geac.com or through e-mail at info@geac.com. All Geac products and services referred to herein are the registered trademarks or trademarks of Geac Computer Corporation Limited or its subsidiaries. All other brand or product names are registered trademarks or trademarks of their respective holders. Additional Information This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Comshare. Geac has filed with the Securities and Exchange Commission a tender offer statement on Schedule TO, and Comshare has filed with the Commission a solicitation/recommendation statement on Schedule 14D-9, with respect to the tender offer. Comshare stockholders are advised to read Geac's tender offer statement and Comshare's solicitation/recommendation statement because they contain important information about Geac, Comshare, the tender offer and the merger. Comshare stockholders may obtain free copies of these statements from the Securities and Exchange Commission's website at www.sec.gov, or by contacting Geac Investor Relations at 905-475-0525 x3325 or investor@geac.com or Comshare Investor Relations at 734-994-4800 or bjarzynski@comshare.com. Safe Harbor Statement This press release contains forward-looking statements that are based on current expectations, including statements regarding the timing of the consummation of the tender offer and merger. These forward-looking statements entail various risks or uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Important factors that could cause such differences include the possibility that approval of Comshare's stockholders may be required and, if required, may not be obtained or may be delayed, the possibility that other closing conditions in the merger agreement may not be satisfied and other - 7 - risks and uncertainties described under the heading "Risk Factors" in Geac's Registration Statement on Form F-4, No. 333-103019, filed with the United States Securities and Exchange Commission (copies of which are available through the website maintained by the Commission at www.sec.gov and through the website maintained by the Canadian Depository for Securities Limited at www.sedar.com), and under the heading "Safe Harbor Statement" in Comshare's Quarterly Report on Form 10-Q for the three months ended March 31, 2003, filed with the Commission (copies of which are available at www.sec.gov). CONTACT INFORMATION: JAY SHERRY SVP, MARKETING AND STRATEGIC ALLIANCES GEAC 508.871.5060 JAY.SHERRY@GEAC.COM DAN MARTIN PROGRAM SUPERVISOR MILLER CONSULTING GROUP 617.262.1800 X233 DAN@MILLERGRP.COM BRIAN HARTLEN SENIOR VICE PRESIDENT COMSHARE 713.996.8010 BHARTLEN@COMSHARE.COM BRIAN J. JARZYNSKI CHIEF FINANCIAL OFFICER COMSHARE 734.994.4800 BJARZYNSKI@COMSHARE.COM - 8 - -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(1)(H)

                                                               EXHIBIT (A)(1)(H)

                GEAC AND COMSHARE SATISFY ANTITRUST CONDITION TO
                              COMSHARE ACQUISITION

     GEAC'S CASH TENDER OFFER AT $4.60 PER SHARE EXPECTED TO BE CONSUMMATED
                                ON JULY 31, 2003

MARKHAM, ON, SOUTHBOROUGH, MA AND ANN ARBOR, MI - JULY 16, 2003 - Geac Computer
Corporation Limited (TSX: GAC) and Comshare, Incorporated (NASDAQ: CSRE), today
announced that on July 15, 2003 the Federal Trade Commission granted early
termination of the waiting period required by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to Geac's proposed acquisition of
Comshare. On July 1, 2003 Geac commenced a cash tender offer to purchase all of
the outstanding shares of common stock of Comshare. In the tender offer,
Comshare shareholders will receive US $4.60 in cash for each share of Comshare
common stock tendered. The tender offer is expected to be consummated
immediately following the expiration of the offer at midnight on July 30, 2003.

Comshare's Board of Directors has unanimously approved the transaction. On July
1, 2003 Comshare filed with the Securities and Exchange Commission, and on July
3, 2003 mailed to its stockholders, its solicitation/recommendation statement on
Schedule 14D-9 setting forth the conclusion of Comshare's Board of Directors
that the tender offer and the merger described in the merger agreement are fair
to and in the best interests of Comshare's shareholders, and the recommendation
of the Comshare Board of Directors, that Comshare shareholders tender their
shares pursuant to the offer. The holders of approximately 15% of Comshare's
outstanding common stock, including Dennis Ganster, Comshare's Chief Executive
Officer, Codec Systems Limited and Anthony Stafford, have also agreed to support
the transaction and to tender their shares to Geac.

"We continue to believe that this transaction represents an excellent
opportunity for Comshare's shareholders, customers and partners," stated
Comshare Chief Executive Officer Dennis Ganster. "Comshare's product solutions
and experience are a perfect match for Geac's vision for business performance
management. Geac has the resources to help accelerate the growth of our business
and a large customer base which is seeking solutions such as ours."

"We look forward to completing our tender offer for Comshare's outstanding
common shares," said Paul Birch, Chief Executive Officer of Geac. "The Comshare
acquisition will create significant cross-selling opportunities as well as new
revenue streams and new sales channels for Geac, and the merged companies will
be able to leverage their combined global presence and Geac's significant
installed base. Geac's acquisition of Comshare, like our acquisition of
Extensity in March 2003, represents an important step toward building out the
business performance solution map that we've previously outlined."

The Geac tender offer is being made pursuant to the previously announced
definitive merger agreement between Geac and Comshare dated as of June 22, 2003
and is conditioned upon, among other things, there being validly tendered and
not properly withdrawn prior to the

                                      - 6 -

expiration date of the offer shares of Comshare common stock representing not
less than a majority of Comshare's total outstanding shares, calculated on a
fully diluted basis. The merger contemplated by the merger agreement is also
subject to approval by Comshare's stockholders (if less than 90% of Comshare's
outstanding shares are acquired by Geac in the tender offer) and other customary
closing conditions.

ABOUT COMSHARE

Comshare, Incorporated (NASDAQ: CSRE) is a leading provider of software that
helps companies implement and execute strategy. Comshare's corporate performance
management application encompasses planning, budgeting, forecasting, financial
consolidation, management reporting, and analysis. In business for over 35
years, Comshare is one of the top independent software companies, with Fortune
500 and Financial Times Top 1000 customers around the world. Comshare is a
Business Objects partner, a Siebel Software Partner, and a Microsoft Gold
Certified Partner for Business Intelligence and Software. For more information
on Comshare, call 1-800-922-7979, send email to info@comshare.com or visit
Comshare's website at www.comshare.com.

ABOUT GEAC

Geac Computer Corporation Limited (TSX: GAC) is a global enterprise software
company for business performance management, providing customers worldwide with
the core financial and operational solutions and services to improve their
business performance in real time. Further information is available at
http://www.geac.com or through e-mail at info@geac.com.

All Geac products and services referred to herein are the registered trademarks
or trademarks of Geac Computer Corporation Limited or its subsidiaries. All
other brand or product names are registered trademarks or trademarks of their
respective holders.

Additional Information

This announcement is not a recommendation, an offer to purchase or a
solicitation of an offer to sell shares of Comshare. Geac has filed with the
Securities and Exchange Commission a tender offer statement on Schedule TO, and
Comshare has filed with the Commission a solicitation/recommendation statement
on Schedule 14D-9, with respect to the tender offer. Comshare stockholders are
advised to read Geac's tender offer statement and Comshare's
solicitation/recommendation statement because they contain important information
about Geac, Comshare, the tender offer and the merger. Comshare stockholders may
obtain free copies of these statements from the Securities and Exchange
Commission's website at www.sec.gov, or by contacting Geac Investor Relations at
905-475-0525 x3325 or investor@geac.com or Comshare Investor Relations at
734-994-4800 or bjarzynski@comshare.com.

Safe Harbor Statement

This press release contains forward-looking statements that are based on current
expectations, including statements regarding the timing of the consummation of
the tender offer and merger. These forward-looking statements entail various
risks or uncertainties that could cause actual results to differ materially from
those reflected in the forward-looking statements. Important factors that could
cause such differences include the possibility that approval of Comshare's
stockholders may be required and, if required, may not be obtained or may be
delayed, the possibility that other closing conditions in the merger agreement
may not be satisfied and other

                                      - 7 -

risks and uncertainties described under the heading "Risk Factors" in Geac's
Registration Statement on Form F-4, No. 333-103019, filed with the United States
Securities and Exchange Commission (copies of which are available through the
website maintained by the Commission at www.sec.gov and through the website
maintained by the Canadian Depository for Securities Limited at www.sedar.com),
and under the heading "Safe Harbor Statement" in Comshare's Quarterly Report on
Form 10-Q for the three months ended March 31, 2003, filed with the Commission
(copies of which are available at www.sec.gov).

CONTACT INFORMATION:
JAY SHERRY
SVP, MARKETING AND STRATEGIC ALLIANCES
GEAC
508.871.5060
JAY.SHERRY@GEAC.COM

DAN MARTIN
PROGRAM SUPERVISOR
MILLER CONSULTING GROUP
617.262.1800 X233
DAN@MILLERGRP.COM

BRIAN HARTLEN
SENIOR VICE PRESIDENT
COMSHARE
713.996.8010
BHARTLEN@COMSHARE.COM

BRIAN J. JARZYNSKI
CHIEF FINANCIAL OFFICER
COMSHARE
734.994.4800
BJARZYNSKI@COMSHARE.COM


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