-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UIpqYi97mzGTxXj45ZW+q9U2TDKvMrVC6mNdxokZlboQpA9Ox6AZTYoyltDZYTZd 2E/6OoITKqP2iz5GrbDijw== 0000950135-03-004089.txt : 20030801 0000950135-03-004089.hdr.sgml : 20030801 20030801151913 ACCESSION NUMBER: 0000950135-03-004089 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030801 GROUP MEMBERS: CONDUCTOR ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMSHARE INC CENTRAL INDEX KEY: 0000201513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 381804887 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30480 FILM NUMBER: 03817925 BUSINESS ADDRESS: STREET 1: 555 BRIARWOOD CIRCLE STREET 2: P O BOX 1588 CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 3139944800 MAIL ADDRESS: STREET 1: P O BOX 1588 STREET 2: 555 BRIARWOOD CIRCLE CITY: ANN ARBOR STATE: MI ZIP: 48108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEAC COMPUTER CORP LTD CENTRAL INDEX KEY: 0001145047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 11 ALLSTATE PARKWAY STREET 2: SUITE 300 CITY: MARKHAM ONTARIO CANADA L3R 9T8 STATE: A6 ZIP: 00000 BUSINESS PHONE: 9059403704 SC TO-T/A 1 b47189a4sctovtza.txt GEAC COMPUTER CORPORATON LIMITED 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. 4) 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 PRESIDENT AND CHIEF EXECUTIVE OFFICER 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 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. [ ] 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: [ ] 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. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] 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: [ ] - -------------------------------------------------------------------------------- SCHEDULE TO This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 1, 2003, as amended by Amendment No. 1 filed on July 17, 2003, Amendment No. 2 filed on July 18, 2003 and Amendment No. 3 filed on July 31, 2003 (as amended, the "Schedule TO"), 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, as amended, 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. ITEMS 11 Item 11 of the Schedule TO is hereby amended and supplemented to add the following: "The Offer expired at 12:00 midnight, Eastern time, on Thursday, July 31, 2003. Upon expiration of the Offer, Purchaser accepted all validly tendered Shares for payment in accordance with the terms of the Offer. EquiServe Trust Company, N.A., the depositary for the Offer (the "Depositary"), has advised Geac and Purchaser that, as of the expiration of the Offer, an aggregate of 8,905,339 Shares were validly tendered to the Purchaser in the Offer, and an additional 169,479 Shares were delivered through notices of guaranteed delivery. The 8,905,339 Shares validly tendered represent approximately 82.2% of the Shares outstanding. "On August 1, 2003, Geac issued a press release, a copy of which is attached hereto as Exhibit (a)(1)(J) and incorporated by reference herein, announcing that Purchaser accepted all Shares validly tendered in the Offer and that Purchaser commenced a subsequent offering period for all remaining untendered Shares expiring at 5:00 p.m., Eastern time, on Monday, August 11, 2003, unless further extended. Purchaser will immediately accept all Shares properly tendered during the subsequent offering period and will pay the tendering stockholders promptly after acceptance. The same $4.60 per Share price offered in the prior offering period will be paid during the subsequent offering period. Shares tendered during the subsequent offering period may not be withdrawn. Geac and Purchaser reserve the right to extend the subsequent offering period in accordance with applicable law. "Also on August 1, 2003, Geac issued a second press release, a copy a copy of which is attached hereto as Exhibit (a)(1)(K) and incorporated by reference herein, announcing, among other things, that James S. Travers has been appointed President and Chief Executive Officer of the Company and that Anna C. Forgione, Steven Horniak, Ruth Klein, Derek J. Murphy, Lou J. Pagotto and James M. Riley have been appointed to the Board of Directors of the Company. -3- "Pursuant to the terms of the Merger Agreement, Geac will cause the merger of Purchaser with and into the Company as soon as practicable. As a result of the Merger, each issued and outstanding Share that was not tendered in the Offer (other than Shares that are owned by Geac or the Company or any of their respective wholly owned subsidiaries, all of which will be cancelled without any consideration being exchanged therefor) will be, by virtue of the Merger and without any action on the part of the holder thereof, converted into the right to receive the same price paid in the Offer, that is $4.60 in cash, without interest thereon and less any required withholding taxes, upon surrender of the certificate representing such Share, and the Company will become an indirect wholly owned subsidiary of Geac." ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to add the following: "(a)(1)(J) Press Release dated August 1, 2003." "(a)(1)(K) Press Release dated August 1, 2003." -4- 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/ Craig C. Thorburn ----------------------------------------- By: Craig C. Thorburn Its: Senior Vice President, Mergers & Acquisitions, and Corporate Secretary CONDUCTOR ACQUISITION CORP. /s/ Craig C. Thorburn ----------------------------------------- By: Craig C. Thorburn Its: Vice President Date: August 1, 2003 -5- 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.** (a) (1) (I) Press Release dated July 31, 2003.*** (a) (1) (J) Press Release dated August 1, 2003. (a) (1) (K) Press Release dated August 1, 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.
-6- * Previously filed on July 1, 2003 with the Securities and Exchange Commission on Schedule TO by Purchaser and Geac. ** Previously filed on July 17, 2003 with the Securities and Exchange Commission on Schedule TO by Purchaser and Geac. *** Previously filed on July 31, 2003 with the Securities and Exchange Commission on Schedule TO by Purchaser and Geac. -7- EX-99.(A)(1)(J) 3 b47189a4exv99wxayx1yxjy.txt PRESS RELEASE DATED 08/01/2003 EXHIBIT (a)(1)(J) (GEAC LOGO) (COMSHARE LOGO) NEWS RELEASE - -------------------------------------------------------------------------------- GEAC AND COMSHARE ANNOUNCE RESULTS OF COMSHARE TENDER OFFER; GEAC ACQUIRES APPROXIMATELY 84% OF COMSHARE GEAC TO PROVIDE SUBSEQUENT OFFERING PERIOD MARKHAM, ONTARIO AND ANN ARBOR, MICHIGAN - August 1, 2003 - Geac Computer Corporation Limited (TSX: GAC), a global enterprise software company for Business Performance Management, and Comshare, Incorporated (Nasdaq: CSRE), a leading provider of software that helps companies implement and execute strategy, today announced the results of Geac's tender offer for all the outstanding common shares of Comshare, which expired at midnight on July 31, 2003. Based upon a preliminary tally by Equiserve Trust Company, N.A., the Depositary for the offer, 9,039,483 shares, or 83.5% of Comshare's outstanding shares, were validly tendered (including 134,144 shares tendered by notice of guaranteed delivery). Geac has accepted for payment all shares validly tendered and not properly withdrawn. The final count of shares tendered, including guaranteed deliveries, will be available on August 5, 2003. Shareholders who validly tendered prior to the expiration of the offer and whose shares were not properly withdrawn will promptly receive the offer price of US$4.60 net per share, in cash. Geac also announced that it will provide a subsequent offering period of seven business days, which will commence at 9:00 a.m. EDT today, and expire at 5:00 p.m. EDT on Monday, August 11, 2003, unless extended. Common shares of Comshare validly tendered during this subsequent offering period will be accepted immediately and paid for promptly as they are accepted. Holders who validly tender during the subsequent offering period will receive the same offer price of US$4.60 net per share, in cash, that is payable to holders who tendered during the original offering period. Pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, no withdrawal rights will apply during the subsequent offering period. The purpose of the subsequent offering period is to enable holders of common shares of Comshare who did not tender during the original offering period to participate in the offer and to receive the US$4.60 offer price on an expedited basis. Pursuant to the agreement and plan of merger entered into on June 22, 2003 among Geac, its wholly owned subsidiary Conductor Acquisition Corp. and Comshare, Geac will acquire the balance of the shares not tendered during the original offering period and the subsequent offering period through a cash merger of Conductor Acquisition Corp. with and into Comshare. In the merger, holders of any remaining outstanding common shares of Comshare will receive cash in the amount of US$4.60. Geac holds approximately 84% of the outstanding common shares of Comshare. This is sufficient to enable Geac, under the articles of incorporation of Comshare and applicable Michigan law, to approve the merger. However, if Geac can acquire, during the subsequent offering period, shares that, in addition to those already tendered, constitute at least 90% of the outstanding common shares of Comshare, Geac will be able, under applicable Michigan law, to consummate the merger without the need for a meeting of the stockholders of Comshare. In this event, the merger could take place immediately following the expiration of the subsequent offering period on August 11, 2003. If Geac is unable to acquire at least 90% of the outstanding common shares of Comshare, it will be necessary for Comshare to schedule a meeting of its shareholders to approve the merger and for such purpose to circulate proxy materials and solicit proxies from its shareholders. In this case, although a favorable outcome of the shareholder meeting is assured, the completion of the second step merger likely would not occur, and Comshare shareholders would not be entitled to receive the merger consideration, until approximately 45 to 60 days after the expiration of the original offer. In either event, holders of common shares of Comshare who did not tender will receive in the merger the same US$4.60 per share payable to holders who tender during the subsequent offering period. Shareholders who wish to accept the offer during the subsequent offering period may do so by properly completing and executing the Letter of Transmittal that accompanied the Offer to Purchase and depositing the same, together with certificates representing their shares, with the Depositary in accordance with the instructions in the Letter of Transmittal and the Offer to Purchase. Shareholders may also accept the offer by following the procedures for book-entry transfer or for guaranteed delivery described in Section 3 of the Offer to Purchase, under "The Offer-Procedures for Accepting the Offer and Tendering Shares." Questions and requests for assistance concerning the offer may be directed to Georgeson Shareholder Securities Corporation, the dealer manager for the offer, at (800) 445-1790, or Georgeson Shareholder Communications Inc., the information agent for the offer, at (800) 286-9178. ABOUT GEAC Geac (TSX: GAC - News) 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. 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. For more information on Comshare, please call 1-800-922-7979, send email to info@comshare.com or visit Comshare's website at www.comshare.com. SAFE HARBOR STATEMENT This press release may contain forward-looking statements based on current expectations. Important factors that could cause a material difference between these forward-looking statements and actual events include those set forth under the heading "Risks and Uncertainties" in Geac's Management Discussion and Analysis for the fiscal year ended April 30, 2003 contained in its Report of Foreign Issuer on Form 6-K, filed with the United States Securities and Exchange Commission on July 2, 2003, copies of which are available through the website maintained by the SEC at www.sec.gov, and in Geac's Management Discussion and Analysis for the fiscal year ended April 30, 2003 filed with the Canadian Securities Administrators on June 25, 2003 and available through the website maintained by the Canadian Depository for Securities Limited at www.sedar.com. FOR FURTHER INFORMATION INVESTOR CONTACT: Melody Firth Geac 905.475.0525 x3325 melody.firth@geac.com MEDIA CONTACTS: David Domeshek Geac 508.871.5064 david.domeshek@geac.com Charles Spofford Miller Consulting 617.262.1800 charles@millergrp.com EX-99.(A)(1)(K) 4 b47189a4exv99wxayx1yxky.txt PRESS RELEASE DATED 08/01/03 EXHIBIT (A)(1)(K) (GEAC LOGO) (COMSHARE LOGO) NEWS RELEASE - -------------------------------------------------------------------------------- GEAC COMPLETES TENDER OFFER FOR COMSHARE, INCORPORATED TRANSACTION BROADENS GEAC'S BUSINESS PERFORMANCE MANAGEMENT SUITE, DEMONSTRATES FURTHER COMMITMENT TO CORPORATE GROWTH STRATEGY MARKHAM, ONTARIO AND ANN ARBOR, MICHIGAN - August 1, 2003 - Geac Computer Corporation Limited (TSX: GAC), a global enterprise software company for Business Performance Management, and Comshare, Incorporated (Nasdaq: CSRE), a leading provider of software that helps companies implement and execute strategy, announced earlier today that Geac had acquired approximately 84% of Comshare's outstanding shares, pursuant to a tender offer by Geac which expired at midnight on July 31, 2003. As previously announced, Geac will provide a subsequent offering period, expiring at 5:00 p.m. EDT on August 11, 2003, to enable any Comshare shareholders who have not already done so to tender their shares. Geac will acquire the balance of the shares not tendered through a cash merger of its wholly owned subsidiary Conductor Acquisition Corp. with and into Comshare. The acquisition of Comshare further enhances Geac's Business Performance Management offerings with the addition of Comshare's MPC(TM) suite of planning, budgeting, forecasting, financial consolidation, and management reporting and analysis solutions. The addition of Comshare demonstrates that Geac is executing on its Business Performance Management strategy to offer a portfolio of high-value solutions that optimize organizations' critical financial and operations functions, and that help customers address regulatory and compliance imperatives related to the Sarbanes-Oxley Act of 2002 and other similar legislation. "Bringing Comshare into the Geac family is a win for Geac's and Comshare's customers, shareholders and employees," said Charles S. Jones, president of Geac. "This transaction not only responds to our customers' stated need for powerful financial planning tools, it also stands to build shareholder value by positioning Geac in another high-growth segment of the software industry. We selected Comshare for its strength in the corporate performance management market, its modern technology and its outstanding customer satisfaction. We expect Geac to provide a platform for assisting Comshare to grow while providing customers with more technology and product alternatives." In a Research Alert published on June 23, 2003, AMR Research stated, "Comshare is a fine fit for Geac... Comshare's existing product portfolio of financial planning, budgeting, forecasting, and consolidation software will help Geac position this broad range of [Business Performance Management] products with its existing customers, supplementing its System21, SmartStream, and E- and M-Series product lines." Concurrent with Geac's acceptance of the tendered shares, James M. Travers has been appointed President and Chief Executive Officer of Comshare, Inc. Travers remains Senior Vice President of Geac Computer Corporation Limited, and President of Geac Americas. To ensure seamless continuity of the business, Brian Jarzynski, senior vice president, CFO and treasurer; Dave King, senior vice president and CTO; Brian Hartlen, senior vice president, marketing; Kenneth Kane, senior vice president, field operations; and Patrick D. Berryman, vice president and general counsel of Comshare will remain in their positions. Dennis Ganster resigned as President and Chief Executive Officer of Comshare, Inc. to pursue other interests. Mr. Jones said, "Comshare's management team, led by Dennis Ganster, has done an excellent job of building an innovative product line and a loyal customer base. I thank Dennis for his hard work, and his support of this transaction." As contemplated by the merger agreement, six designees of Geac have been appointed as directors of Comshare. The Geac designees, who will constitute a majority of the Board of Directors of Comshare, are Anna C. Forgione, Steven Horniak, Ruth Klein, Derek J. Murphy, Lou J. Pagotto and James M. Riley. Comshare directors Richard Crandall, Kathryn A. Jehle and John H. MacKinnon, along with Mr. Ganster, have resigned from the Board of Directors of Comshare. Comshare directors Geoffrey Bloom, Alan G. Merten, John F. Rockart and Anthony G. Stafford will continue in office pending completion of the merger, and will constitute the committee of independent directors of Comshare contemplated by the merger agreement. ABOUT GEAC Geac (TSX: GAC - News) 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. 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. For more information on Comshare, please call 1-800-922-7979, send email to info@comshare.com or visit Comshare's website at www.comshare.com. SAFE HARBOR STATEMENT This press release may contain forward-looking statements based on current expectations. Important factors that could cause a material difference between these forward-looking statements and actual events include those set forth under the heading "Risks and Uncertainties" in Geac's Management Discussion and Analysis for the fiscal year ended April 30, 2003 contained in its Report of Foreign Issuer on Form 6-K, filed with the United States Securities and Exchange Commission on July 2, 2003, copies of which are available through the website maintained by the SEC at www.sec.gov, and in Geac's Management Discussion and Analysis for the fiscal year ended April 30, 2003 filed with the Canadian Securities Administrators on June 25, 2003 and available through the website maintained by the Canadian Depository for Securities Limited at www.sedar.com. FOR FURTHER INFORMATION INVESTOR CONTACT: Melody Firth Geac (905) 940-3709 melody.firth@geac.com MEDIA CONTACTS: David Domeshek Geac (508) 871-5064 david.domeshek@geac.com Charles Spofford Miller Consulting (617) 262.1800 charles@millergrp.com -----END PRIVACY-ENHANCED MESSAGE-----