-----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, ELq40hOWd+0SU31f5OIbwQcFMcaA1FVVBb3AanhFzZw573DapfeXt6i0iTkDq893 3MR169CgwHylEgjJeBJ2og== 0000950135-03-004323.txt : 20030812 0000950135-03-004323.hdr.sgml : 20030812 20030812170750 ACCESSION NUMBER: 0000950135-03-004323 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030812 GROUP MEMBERS: CONDUCTOR ACQUISITION CORP 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 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: 03838298 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 SC TO-T/A 1 b47189a5sctovtza.txt GEAC COMPUTER CORPORATION ================================================================================ 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. 5) 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. 5 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, Amendment No. 3 filed on July 31, 2003 and Amendment No. 4 filed on August 1, 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. ITEM 11. On August 12, 2003, Geac issued a press release announcing that Purchaser had extended the subsequent offering period until 5:00 p.m., Eastern time, on Wednesday, August 13, 2003, which will permit the acceptance by the Purchaser of late tenders. The full text of the press release is attached hereto as Exhibit (a)(1)(L) and is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to add the following: "(a)(1)(L) Press Release dated August 12, 2003." -3- 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 12, 2003 -4- 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.**** (a) (1) (L) Press Release dated August 12, 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.*
-5- (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. ** 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. **** Previously filed on August 1, 2003 with the Securities and Exchange Commission on Schedule TO by Purchaser and Geac -6- EX-99.(A)(I)(L) 3 b47189a5exv99wxayxiyxly.txt PRESS RELEASE DATED 8-12-3 (GEAC LOGO) (COMSHARE LOGO) NEWS RELEASE GEAC EXTENDS SUBSEQUENT OFFERING PERIOD OF TENDER OFFER FOR COMSHARE TO AUGUST 13, 2003 - Approximately 89.8% of Comshare's Shares Tendered to Date - MARKHAM, ONTARIO AND ANN ARBOR, MICHIGAN - August 12, 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 that the expiration date of the subsequent offering period for Geac's tender offer to purchase all the outstanding common shares of Comshare, originally set for 5:00 p.m. EDT on August 11, 2003, has been extended by two days, to 5:00 p.m. EDT on Wednesday, August 13, 2003, which will permit the acceptance by Geac of late tenders. Based upon a preliminary tally by Equiserve Trust Company, N.A., the depositary for the offer, 9,741,905 shares, or approximately 89.8% of Comshare's outstanding shares, had been validly tendered by the close of business on August 11, 2003, the originally scheduled expiration date for the subsequent offering period. Common shares of Comshare validly tendered during the 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, paid 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. 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), 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 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, as amended, 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. 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 Melody Firth Geac 905.475.0525 melody.firth@geac.com -----END PRIVACY-ENHANCED MESSAGE-----