-----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, Mp+gxD72R33cYVvyURyjUc6mqOrFUxMH7Z2dGqw90EX9Sk/UyQerIxTnBWv0iqDS JiSNEthiigyC6CiyFH8Vhw== 0000950135-03-004408.txt : 20030814 0000950135-03-004408.hdr.sgml : 20030814 20030814124925 ACCESSION NUMBER: 0000950135-03-004408 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030814 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: 03845167 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 b47150scsctovtza.txt COMSHARE, INCORPORATED ================================================================================ 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. 6) 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: third-party tender offer subject to Rule 14d-1. [X] 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: [X] - -------------------------------------------------------------------------------- SCHEDULE TO This Amendment No. 6 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, Amendment No. 4 filed on August 1, 2003 and Amendment No. 5 filed on August 12, 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 1 THROUGH 9, AND ITEM 11. On August 13, 2003, Geac, Purchaser and the Company executed the First Amendment to Agreement and Plan of Merger (the "First Amendment"). The First Amendment, a copy of which is attached hereto as Exhibit (d)(8) and incorporated by reference herein, is intended to facilitate Purchaser's exercise of the Top-Up Option by making certain technical amendments to the terms of the Top-Up Option to permit Purchaser to exercise the Top-Up Option in whole or in part, on more than one occasion from time to time. The subsequent offering period of the Offer expired at 5:00 p.m., Eastern time, on Wednesday, August 13, 2003. The Depositary for the Offer has advised Geac and Purchaser that, as of the expiration of the subsequent offering period of the Offer, and including Shares tendered and accepted during the initial offering period which expired on July 31, 2003, an aggregate of approximately 9,792,548 Shares were validly tendered to Purchaser in the Offer. Purchaser has accepted all validly tendered Shares for payment in accordance with the terms of the Offer. Also on August 13, 2003, Purchaser purchased directly from the Company an additional 363,201 shares of common stock of the Company at a price of $4.60 per share, for an aggregate price of $1,670,725, in connection with the exercise of the Top-Up Option granted in the Merger Agreement, as amended. The shares purchased pursuant to the Top-Up Option, together with the shares tendered and accepted pursuant to the Offer, represent a total of 10,155,749 Shares, or 90.61%, of the 11,208,347 Shares outstanding as of August 13, 2003. 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 -3- 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 $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. On August 14, 2003, Geac issued a press release, a copy of which is attached hereto as Exhibit (a)(1)(M) and incorporated by reference herein, announcing the expiration of the subsequent offering period of the Offer and Purchaser's exercise of the Top-Up Option pursuant to the terms of the Merger Agreement, as amended. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to add the following: "(a)(1)(M) Press Release dated August 14, 2003." "(d)(8) First Amendment to Agreement and Plan of Merger, by and among Geac, Purchaser and the Company, dated as of August 13, 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 14, 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.**** (a)(1)(L) Press Release dated August 12, 2003.***** (a)(1)(M) Press Release dated August 14, 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.* -6- (d)(8) First Amendment to Agreement and Plan of Merger, by and among Geac, Purchaser and the Company, dated as of August 13, 2003. (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. ***** Previously filed on August 12, 2003 with the Securities and Exchange Commission on Schedule TO by Purchaser and Geac. -7- EX-99.(A)(1)(M) 3 b47150scexv99wxayx1yxmy.txt PRESS RELEASE DATED AUGUST 14, 2003 Exhibit 99(a)(i)(m) [GEAC LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- GEAC ANNOUNCES SUCCESSFUL CONCLUSION OF TENDER OFFER FOR COMSHARE -- GEAC OWNS APPROXIMATELY 90.6% OF COMSHARE -- MARKHAM, ONTARIO AND ANN ARBOR, MICHIGAN - August 13, 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 successful completion of the subsequent offering period for Geac's tender offer to purchase all the outstanding shares of common stock of Comshare at a price of US$4.60 per share. The subsequent offering period expired at 5:00 p.m. EDT on Wednesday, August 13, 2003. Based upon a tally by Equiserve Trust Company, N.A., the depositary for the offer, an aggregate of 9,792,548 shares of Comshare common stock were validly tendered in the initial offering period and subsequent offering period. Geac, through its indirect wholly owned subsidiary Conductor Acquisition Corp., has accepted for payment all shares validly tendered in the tender offer. In addition, Conductor Acquisition Corp. has purchased directly from Comshare an additional 363,201 common shares of Comshare at a price of US$4.60 per share, for an aggregate price of US$1,670,725, in connection with the exercise of the top-up option granted in the merger agreement between Geac and Comshare. The top-up shares together with the shares tendered and accepted represent a total of 10,155,749 shares, or 90.61% of Comshare's 11,208,347 total shares outstanding. Geac plans to effect a merger of Conductor Acquisition Corp. with and into Comshare on Thursday, August 14, 2003, or as soon as practicable thereafter. The merger will be consummated without a vote or meeting of Comshare stockholders, in accordance with Michigan law. In the merger, each of the remaining shares of Comshare common stock will be converted into the right to receive US$4.60 in cash, without interest. In connection with the merger, all outstanding stock options will be cancelled and each holder of an outstanding stock option to purchase shares of Comshare's common stock at an exercise price less than US$4.60 per share will, assuming such option has not been exercised prior to completion of the merger, receive a cash payment equal to the difference between the exercise price which otherwise would have been paid by such holder, and the offer price of US$4.60 per share. 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 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 x3325 melody.firth@geac.com EX-99.(D)(8) 4 b47150scexv99wxdyx8y.txt 1ST AMEND. TO AGREEMENT & PLAN OF MERGER Exhibit 99(d)(8) FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this "Amendment") is entered into as of this 13th day of August, 2003, by and among Comshare, Incorporated, a Michigan corporation (the "Company"), Geac Computer Corporation Limited, a corporation governed by the Canada Business Corporations Act ("Parent"), and Conductor Acquisition Corp., a Michigan corporation and an indirect wholly owned subsidiary of Parent ("Merger Subsidiary"). WHEREAS, the Company, Parent and Merger Subsidiary are parties to an Agreement and Plan of Merger dated June 22, 2003 (the "Merger Agreement"); WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement; WHEREAS, pursuant to the Merger Agreement, Merger Subsidiary has purchased approximately 9,745,362 Shares, representing 89.87 % of the Shares outstanding on the date hereof; WHEREAS, the parties wish to amend the Merger Agreement to facilitate the exercise by Merger Subsidiary of the Top-Up Option and the subsequent Merger; NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows: 1. Amendment. Section 2.04 (a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "(a) The Company hereby grants to the Merger Subsidiary an irrevocable option (the "Top-Up Option"), such Top-Up Option to be exercisable only on or after the Determination Time, to purchase up to a number of Shares (the "Top-Up Option Shares") equal to the lowest number of Shares that, when added to the number of Shares owned by the Merger Subsidiary at the time of such exercise, shall constitute one share more than 90% of the Shares then outstanding (assuming the issuance of the Top-Up Option Shares and the exercise of all outstanding exercisable options to purchase Shares with an exercise price less than the Offer Price), at a price per share equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise the Merger Subsidiary would own more than 90% of the Shares then outstanding (assuming the issuance of the Top-Up Option Shares but assuming no exercise of any other outstanding option to purchase Shares); and provided, further, that in no event shall the Top-Up Option be exercisable for a number of shares in excess of the Company's then authorized but unissued Shares (giving effect to Shares reserved for issuance under Stock Options as though they were outstanding)." Section 2.04 (b) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "(b) The Merger Subsidiary may exercise the Top-Up Option, in whole or in part, on more than one occasion from time to time, after the occurrence of a Top-Up Exercise Event (as defined below) and prior to the Top-Up Termination Date. The "Top-Up Termination Date" will occur upon the earliest to occur of the following: (i) the Effective Time; (ii) the termination of this Agreement pursuant to its terms, (iii) ten (10) business days after the occurrence of a Top-Up Exercise Event, unless Merger Subsidiary has notified the Company of its intent to exercise in whole or in part the Top-Up Option in accordance with the terms and conditions of this Agreement; and (iv) ten (10) business days after the then most recent Top-Up Response Date (as defined below) unless a Top-Up Closing (as defined below) has previously occurred." 2. Effect on Merger Agreement. Except as modified hereby, the Merger Agreement shall remain in full force and effect. 3. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of Michigan (regardless of the laws that might be applicable under principles of conflicts of law). 4. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Remainder of page intentionally left blank.] IN WITNESS WHEREOF, the undersigned have executed this First Amendment to the Merger Agreement as of the day and year first above written. COMSHARE, INCORPORATED By: /s/ Brian Jarzynski ------------------------------------ Name: Brian Jarzynski Title: Senior Vice President & Chief Financial Officer GEAC COMPUTER CORPORATION LIMITED By: /s/ Craig C. Thorburn ------------------------------------ Name: Craig C. Thorburn Title: Senior Vice President, Mergers & Acquisitions, and Corporate Secretary CONDUCTOR ACQUISITION CORP. By: /s/ Craig C. Thorburn ------------------------------------ Name: Craig C. Thorburn Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----