COMSHARE INC
8-K, 1996-08-07
PREPACKAGED SOFTWARE
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)   August 6, 1996           

                            COMSHARE, INCORPORATED
- ----------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


  Michigan                             0-4096               38-1804887      
- ----------------------------------------------------------------------------
(State or Other Jurisdiction        (Commission             (IRS Employer
 of incorporation)                  File Number)         Identification No.)


  555 Briarwood Circle, Ann Arbor, MI                                48108  
- ----------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code    (313) 994-4800


- ----------------------------------------------------------------------------
       (Former name or former address, if changed since last report)


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ITEM 5.  OTHER EVENTS.

               On August 6, 1996, the Company issued the press release which
appears as Exhibit 99 to this report.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

               (A)  FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

                    Not applicable.

               (B)  PRO FORMA FINANCIAL INFORMATION.

                    Not applicable.

               (C)  EXHIBITS.

                    The Company is filing with this report the Exhibit
                    listed on the Exhibit Index.


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                                  SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                            COMSHARE, INCORPORATED


Date:  August 6, 1996                       By: /s/ Kathryn A. Jehle 
                                                ------------------------------
                                                Kathryn A. Jehle 
                                                Senior Vice President, 
                                                Chief Financial Officer, 
                                                Treasurer and Assistant 
                                                Secretary

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                                EXHIBIT INDEX

               99.      Press Release.

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[COMSHARE LETTERHEAD]
                                                                NEWS RELEASE
                                                                  Exhibit 99


NEWS RELEASE
- ------------


ANN ARBOR, MI -August 6, 1996 -- Comshare, Incorporated (Nasdaq-NM Symbol:
CSRE), The Decision Support Company, announced today that it has delayed
release of its results for the fourth quarter and year ending June 30, 1996
pending completion of its year-end audit including a more detailed review of
orders in the United Kingdom and certain other foreign countries to determine
if revenue recognition was in accordance with the Company's policies. This
review was initiated after discovery of letters setting forth conditions to
certain orders in the United Kingdom, which the Company had not been made aware
of at the time the revenue was recognized.

        Based on this review, which is ongoing, the Company is currently aware
of approximately $4.0 million, net of related costs, in such orders from
several foreign countries, primarily relating to the third and fourth quarters
of fiscal 1996. The Company will complete this review as quickly as possible,
at which time it will release its results for the fourth quarter and year
ending June 30, 1996 and, as required, the restatement of prior periods. The
Company also expects to reflect the benefit of approximately $1.2 million of
tax benefits in the fourth quarter which will reduce the impact on net income
of the revenue reversal. These tax benefits relate to the settlement of certain
tax issues and the amending of certain tax returns to claim credits which had
previously not been claimed.

        T. Wallace Wrathall, president and CEO, stated, "We are deeply
disappointed that certain sales personnel violated the Company's revenue
recognition policies. We have taken steps to investigate this matter and to
improve compliance with the Company's 


                                     -MORE-

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COMSHARE, INC.                                                           PAGE 2


revenue recognition policies." Wrathall continued, "As a result of the
adjustments required by the review, we no longer believe that results for the
fourth quarter will meet market expectations. Nevertheless, overall, we remain
confident about the Company's direction. We are committed to our strategy of
focusing decision support applications on specific industries, and the reaction
to our recently released products continues to be positive. The momentum of our
product introductions continues with the launch of BudgetPlus and the major
marketing push of the new Boost applications for the consumer packaged goods
industry well underway."

        Comshare, a market leading decision support company, develops, markets,
and supports client/server decision support applications software designed to
improve business analysis, planning, reporting and decision making. The Company
focuses its applications software in four major markets -- executive
information systems (EIS), financial reporting, retail and consumer packaged
goods. One of the top 50 independent software companies, Comshare has over
3,000 customers worldwide, many of which are Fortune 1000 and Financial Times
Top 1000 companies. 

        For more information about Comshare products and services, call
1-800-922-7979 or see Comshare's home page on the world wide web at
http://www.comshare.com. Comshare is a registered trademark; The Decision
Support Company, BOOST, Commander Decision, Commander BudgetPlus, are
trademarks of Comshare, Inc. All other trademarks are the properties of their
respective holders. 


Company Contact:
- ----------------
Comshare, Inc.
Kathryn Jehle, Chief Financial Officer, 313-769-6723

Dan Jankowski,
Director, Marketing Communications, 313-769-8742


Financial Communications Contact:
- ---------------------------------
Lippert/Heilshorn & Associates, Inc.
John Heilshorn
tel: 212-838-3777

Kris Otridge, Senior Account Executive
tel: 415-955-2735


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