<PAGE>   1
                                                                EXHIBIT 99.00



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549





                                    FORM 11-K

                 
         ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
 X       OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED JUNE 30, 1998
----

                                       OR

         
/ /      TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM _________
         TO ___________________ COMMISSION FILE NUMBER ________________________





                  Profit Sharing Plan of Comshare, Incorporated

                             Full Title of the plan.


        Comshare, Incorporated, 555 Briarwood Circle, Ann Arbor, MI 48108


                Name of issuer of securities held pursuant to the
                 plan and the address of its principal executive offices.



<PAGE>   2








                               PROFIT SHARING PLAN

                            OF COMSHARE, INCORPORATED

                FINANCIAL STATEMENTS AS OF JUNE 30, 1998 AND 1997

                   AND FOR THE THREE YEARS ENDED JUNE 30, 1998

             TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

<PAGE>   3







                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To the Plan Administrator
    of the Profit Sharing Plan
    of Comshare, Incorporated:



We have audited the accompanying statements of net assets available for benefits
of the PROFIT SHARING PLAN OF COMSHARE, INCORPORATED (the "Plan") as of June 30,
1998 and 1997, and the related statements of changes in net assets available for
benefits for the years ended June 30, 1998, 1997 and 1996. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
June 30, 1998 and 1997 and the changes in net assets available for benefits for
the years ended June 30, 1998, 1997 and 1996 in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



                                                          ARTHUR ANDERSEN LLP


Detroit, Michigan,
  September 24, 1998.



<PAGE>   4



                               PROFIT SHARING PLAN

                            OF COMSHARE, INCORPORATED

                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES




Statements of Net Assets Available for Benefits as of
   June 30, 1998 and 1997


Statements of Changes in Net Assets Available for Benefits for the Years Ended
   June 30, 1998, 1997 and 1996


Notes to Financial Statements


SCHEDULES

I.    Item 27a - Schedule of Assets Held
        for Investment Purposes as of June 30, 1998


II.   Item 27d - Schedule of Reportable Transactions for the Year Ended June
        30, 1998


<PAGE>   5


                               PROFIT SHARING PLAN
                            OF COMSHARE, INCORPORATED
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                               AS OF JUNE 30, 1998

<TABLE>
<CAPTION>
                                                                                                           Vanguard
                                     Vanguard        Vanguard    Vanguard      Vanguard       Vanguard    International
                                   Money Market-    Bond Index   Index 500     Wellington    U.S. Growth    Value        Comshare 
                                  Prime Portfolio      Fund      Portfolio        Fund        Portfolio    Portfolio     Stock Fund
                                  --------------- ------------  -----------   -----------   ------------  ------------- -----------
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>           <C>        
RECEIVABLES:
  Employer's contribution           $    35,303   $    22,020   $   135,376   $    47,014   $    81,956   $    20,911   $    17,077
  Participants' contributions            12,950         7,476        54,180        17,467        30,458         6,565         3,122
  Accrued loan repayments                 2,337         1,245         5,589         2,159         1,567           117           994
                                    -----------   -----------   -----------   -----------   -----------   -----------   -----------
                                         50,590        30,741       195,145        66,640       113,981        27,593        21,193

INVESTMENTS, at market:
  Registered Investment Companies     2,175,116     2,037,147    14,142,676     3,063,642     4,139,597     1,162,573          --   
  Company Stock Fund                       --            --            --            --            --            --       1,967,236
  Loans to participants                    --            --            --            --            --            --            --   
                                    -----------   -----------   -----------   -----------   -----------   -----------   -----------
                                      2,175,116     2,037,147    14,142,676     3,063,642     4,139,597     1,162,573     1,967,236

NET ASSETS AVAILABLE
   FOR BENEFITS                     $ 2,225,706   $ 2,067,888   $14,337,821   $ 3,130,282   $ 4,253,578   $ 1,190,166   $ 1,988,429
                                    ===========   ===========   ===========   ===========   ===========   ===========   ===========



<CAPTION>

                                       Loan           1998
                                       Fund           Total
                                       ----           -----    
<S>                                <C>            <C>
RECEIVABLES:
  Employer's contribution           $      --     $   359,657
  Participants' contributions              --         132,218
  Accrued loan repayments                  --          14,008
                                    -----------   -----------
                                                      505,883

INVESTMENTS, at market:
  Registered Investment Companies          --      26,720,751
  Company Stock Fund                       --       1,967,236
  Loans to participants                 613,565       613,565
                                    -----------   -----------
                                        613,565    29,301,552

NET ASSETS AVAILABLE
   FOR BENEFITS                     $   613,565   $29,807,435
                                    ===========   ===========


</TABLE>






       The accompanying notes are an integral part of this statement.
<PAGE>   6






                               PROFIT SHARING PLAN
                            OF COMSHARE, INCORPORATED
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                               AS OF JUNE 30, 1997



<TABLE>
<CAPTION>
                                                                                                            Vanguard
                                      Vanguard      Vanguard     Vanguard       Vanguard       Vanguard    International
                                   Money Market-   Bond Index    Index 500     Wellington    U.S. Growth      Value       Comshare
                                  Prime Portfolio    Fund        Portfolio        Fund        Portfolio     Portfolio    Stock Fund
                                  ---------------  ----------    ---------     ----------     ---------      ----------  ----------
<S>                                <C>           <C>           <C>           <C>           <C>           <C>           <C>        
RECEIVABLES:
 Employer's contribution           $    60,999   $    26,017   $   137,162   $    47,505   $    64,742   $    16,580   $    14,693
 Participants' contributions            13,511         7,250        49,207        18,990        28,971         8,436         8,476
 Accrued loan repayments                 3,178           923         6,398         2,304         3,076           522         1,725
                                   -----------   -----------   -----------   -----------   -----------   -----------   -----------
                                        77,688        34,190       192,767        68,799        96,789        25,538        24,894

INVESTMENTS, at market:
 Registered Investment Companies     2,721,591     1,395,409    13,291,055     2,465,188     3,314,385       860,658          --   
 Company Stock Fund                       --            --            --            --            --            --       1,727,122
 Loans to participants                    --            --            --            --            --            --            --   
                                   -----------   -----------   -----------   -----------   -----------   -----------   -----------
                                     2,721,591     1,395,409    13,291,055     2,465,188     3,314,385       860,658     1,727,122

NET ASSETS AVAILABLE
   FOR BENEFITS                    $ 2,799,279   $ 1,429,599   $13,483,822   $ 2,533,987   $ 3,411,174   $   886,196   $ 1,752,016
                                   ===========   ===========   ===========   ===========   ===========   ===========   ===========

<CAPTION>


                                       Loan           1997
                                       Fund          Total
                                       ----          -----
                                     
<S>                                <C>           <C>        
RECEIVABLES:
 Employer's contribution           $      --     $   367,698
 Participants' contributions              --         134,841
 Accrued loan repayments                  --          18,126
                                   -----------   -----------
                                          --         520,665

INVESTMENTS, at market:
 Registered Investment Companies          --      24,048,286
 Company Stock Fund                       --       1,727,122
 Loans to participants                 718,567       718,567
                                   -----------   -----------
                                       718,567    26,493,975

NET ASSETS AVAILABLE
   FOR BENEFITS                    $   718,567   $27,014,640
                                   ===========   ===========

</TABLE>




         The accompanying notes are an integral part of this statement.



<PAGE>   7

                               PROFIT SHARING PLAN
                            OF COMSHARE, INCORPORATED
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                        FOR THE YEAR ENDED JUNE 30, 1998

<TABLE>
<CAPTION>
                                                Vanguard          Vanguard       Vanguard         Vanguard        Vanguard    
                                             Money Market-       Bond Index      Index 500       Wellington      U.S. Growth   
INVESTMENT INCOME:                          Prime Portfolio         Fund         Portfolio           Fund         Portfolio   
                                            ---------------      ----------      ---------       ----------       ---------   
<S>                                           <C>             <C>             <C>             <C>             <C>         
     Unrealized appreciation (depreciation)
       of investments                         $         --    $     47,812    $  2,862,094    $    212,265    $    803,392
     Interest and dividend income                  124,206         100,370         288,750         225,350         114,946
     Realized gain (loss) on investments                --           7,799         435,455          37,457          92,904
                                              ------------    ------------    ------------    ------------    ------------
                                                   124,206         155,981       3,586,299         475,072       1,011,242

CONTRIBUTIONS:
     Employer                                       77,475          52,477         308,122         104,902         175,660
     Participants                                  154,792          99,246         683,480         227,131         451,792
                                              ------------    ------------    ------------    ------------    ------------
                                                   232,267         151,723         991,602         332,033         627,452

LOAN ORIGINATIONS                                  (25,941)        (32,490)        (60,753)        (31,662)        (12,979)

LOAN REPAYMENTS                                     42,235          18,861          91,026          42,569          35,538


INTERFUND TRANSFERS, NET                          (549,030)        564,764      (1,836,406)        328,025         360,978


DISTRIBUTIONS TO PARTICIPANTS                     (397,310)       (220,550)     (1,917,769)       (549,742)     (1,179,827)
                                              ------------    ------------    ------------    ------------    ------------

     Increase (decrease) in Net Assets            (573,573)        638,289         853,999         596,295         842,404
       Available for Benefits

NET ASSETS AVAILABLE FOR
 BENEFITS BEGINNING OF YEAR                      2,799,279       1,429,599      13,483,822       2,533,987       3,411,174
                                              ------------    ------------    ------------    ------------    ------------


NET ASSETS AVAILABLE FOR
 BENEFITS END OF YEAR                         $  2,225,706    $  2,067,888    $ 14,337,821    $  3,130,282    $  4,253,578
                                              ============    ============    ============    ============    ============


<CAPTION>


                                                Vanguard                                                
                                             International                                              
                                                 Value          Comshare            Loan          1998  
INVESTMENT INCOME:                              Portfolio       Stock Fund          Fund          Total 
                                             -------------      ----------          ----          ----- 

<S>                                           <C>             <C>             <C>             <C>         
     Unrealized appreciation (depreciation)  
       of investments                         $    (53,849)   $   (353,282)   $         --    $  3,518,432
     Interest and dividend income                   86,000              --          58,693         998,315
     Realized gain (loss) on investments           (29,857)        (85,949)             --         457,809
                                              ------------    ------------    ------------    ------------
                                                     2,294        (439,231)         58,693       4,974,556

CONTRIBUTIONS:
     Employer                                       42,866          29,363              --         790,865
     Participants                                  104,965          65,310              --       1,786,716
                                              ------------    ------------    ------------    ------------
                                                   147,831          94,673              --       2,577,581

LOAN ORIGINATIONS                                   (2,587)        (11,280)        177,692              --

LOAN REPAYMENTS                                      5,401          13,762        (249,392)             --

                                          

INTERFUND TRANSFERS, NET                           382,613         749,056              --              --

                                          

DISTRIBUTIONS TO PARTICIPANTS                     (231,582)       (170,567)        (91,995)     (4,759,342)
                                              ------------    ------------    ------------    ------------

     Increase (decrease) in Net Assets             303,970         236,413        (105,002)      2,792,795
       Available for Benefits

NET ASSETS AVAILABLE FOR
 BENEFITS BEGINNING OF YEAR                        886,196       1,752,016         718,567      27,014,640
                                              ------------    ------------    ------------    ------------

                                          

NET ASSETS AVAILABLE FOR
 BENEFITS END OF YEAR                         $  1,190,166    $  1,988,429    $    613,565    $ 29,807,435
                                              ============    ============    ============    ============


</TABLE>



         The accompanying notes are an integral part of this statement.
<PAGE>   8



                               PROFIT SHARING PLAN
                            OF COMSHARE, INCORPORATED
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                        FOR THE YEAR ENDED JUNE 30, 1997



<TABLE>
<CAPTION>
                                                                                                                              
                                                 Vanguard        Vanguard      Vanguard          Vanguard          Vanguard   
                                               Money Market-    Bond Index    Index 500         Wellington       U.S. Growth  
INVESTMENT INCOME:                            Prime Portfolio      Fund       Portfolio            Fund           Portfolio   
                                              ---------------   ----------    ---------         ----------        ---------   
<S>                                           <C>             <C>             <C>             <C>             <C>         
     Unrealized appreciation (depreciation)
       of investments                         $         --    $     13,776    $  2,988,259    $    292,461    $    486,517
     Interest and dividend income                  158,926          99,058         257,917         180,140         260,689
     Realized gain  (loss) on investments               --           3,367         147,785          22,078          57,140
                                              ------------    ------------    ------------    ------------    ------------
                                                   158,926         116,201       3,393,961         494,679         804,346

CONTRIBUTIONS:
     Employer                                      109,690          59,534         321,794         111,672         152,579
     Participants                                  193,117         114,355         715,440         279,178         442,913
                                              ------------    ------------    ------------    ------------    ------------
                                                   302,807         173,889       1,037,234         390,850         595,492

LOAN ORIGINATIONS                                  (79,667)        (23,769)       (135,939)        (48,973)        (53,371)



LOAN REPAYMENTS                                     77,471          19,113          95,655          36,872          42,061

INTERFUND TRANSFERS, NET                           843,753        (422,305)       (363,905)       (449,832)        308,703

DISTRIBUTIONS TO PARTICIPANTS                   (1,640,541)       (185,293)     (1,246,043)       (323,371)     (1,408,716)
                                              ------------    ------------    ------------    ------------    ------------

     Increase (Decrease) in Net Assets
       Available for Benefits                     (337,251)       (322,164)      2,780,963         100,225         288,515

NET ASSETS AVAILABLE FOR
 BENEFITS BEGINNING OF YEAR                      3,136,530       1,751,763      10,702,859       2,433,762       3,122,659
                                              ------------    ------------    ------------    ------------    ------------

NET ASSETS AVAILABLE FOR
 BENEFITS END OF YEAR                         $  2,799,279    $  1,429,599    $ 13,483,822    $  2,533,987    $  3,411,174
                                              ============    ============    ============    ============    ============


<CAPTION>


                                                 Vanguard                                       
                                               International                                     
                                                  Value        Comshare           Loan            1997 
INVESTMENT INCOME:                              Portfolio     Stock Fund          Fund            Total
                                               -------------  ----------          ----            -----
<S>                                           <C>             <C>           <C>               <C>         
     Unrealized appreciation (depreciation)
       of investments                         $    (10,758)   $ (1,581,935) $           --    $  2,188,320
     Interest and dividend income                  188,680              --          67,303       1,212,713
     Realized gain  (loss) on investments          (59,278)       (749,905)             --        (578,813)
                                              ------------    ------------    ------------    ------------
                                                   118,644      (2,331,840)         67,303       2,822,220

CONTRIBUTIONS:
     Employer                                       41,359          22,063              --         818,691
     Participants                                  136,118          89,656              --       1,970,777
                                              ------------    ------------    ------------    ------------
                                                   177,477         111,719              --       2,789,468

LOAN ORIGINATIONS                                   (7,120)        (58,658)        407,497

LOAN REPAYMENTS                                     18,271          34,110        (323,553)             -- 

INTERFUND TRANSFERS, NET                          (199,170)        282,756              --              --

DISTRIBUTIONS TO PARTICIPANTS                     (342,947)       (267,340)        (68,342)     (5,482,593)
                                              ------------    ------------    ------------    ------------

     Increase (Decrease) in Net Assets
       Available for Benefits                     (234,845)     (2,229,253)         82,905         129,095

NET ASSETS AVAILABLE FOR
 BENEFITS BEGINNING OF YEAR                      1,121,041       3,981,269         635,662      26,885,545
                                              ------------    ------------    ------------    ------------

NET ASSETS AVAILABLE FOR
 BENEFITS END OF YEAR                         $    886,196    $  1,752,016    $    718,567    $ 27,014,640
                                              ============    ============    ============    ============

                                          
</TABLE>





        The accompanying notes are an integral part of this statement.

<PAGE>   9





                               PROFIT SHARING PLAN
                            OF COMSHARE, INCORPORATED
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                        FOR THE YEAR ENDED JUNE 30, 1996




<TABLE>
<CAPTION>
                                                                                                                              
                                                   Vanguard        Vanguard      Vanguard        Vanguard         Vanguard    
                                                Money Market-     Bond Index     Index 500      Wellington        U.S. Growth  
INVESTMENT INCOME:                             Prime Portfolio       Fund        Portfolio         Fund           Portfolio   
                                               ---------------    ----------     ---------      ----------        ----------- 
<S>                                           <C>             <C>             <C>             <C>             <C>         
     Unrealized appreciation (depreciation)
       of investments                         $         --    $    (30,758)   $  1,674,861    $    196,661    $    472,563
     Interest and dividend income                  178,792         107,802         219,446         120,986          82,532
     Realized gain on investments                       --             937         141,928          47,203          31,118
                                              ------------    ------------    ------------    ------------    ------------
                                                   178,792          77,981       2,036,235         364,850         586,213

CONTRIBUTIONS:
     Employer                                       97,516          95,724         434,895         180,635         156,646
     Participants                                  242,547         166,416         587,678         265,954         238,877
                                              ------------    ------------    ------------    ------------    ------------
                                                   340,063         262,140       1,022,573         446,589         395,523

TRANSFER OF ASSETS FROM
     OTHER PLANS                                        --              --              --              --              -- 

LOAN ORIGINATIONS                                  (67,911)        (36,006)        (93,771)        (28,087)        (28,488)

LOAN REPAYMENTS                                     77,916          21,485         123,139          50,137          47,321

INTERFUND TRANSFERS, NET                          (798,285)       (168,273)        845,839         152,052         569,951


DISTRIBUTIONS TO PARTICIPANTS                     (392,844)        (63,287)     (1,309,944)       (475,426)       (106,104)
                                              ------------    ------------    ------------    ------------    ------------

     Increase (decrease) in Net Assets            (662,269)         94,040       2,624,071         510,115       1,464,416
       Available for Benefits

NET ASSETS AVAILABLE FOR
 BENEFITS BEGINNING OF YEAR                      3,798,799       1,657,723       8,078,788       1,923,647       1,658,243
                                              ------------    ------------    ------------    ------------    ------------

NET ASSETS AVAILABLE FOR
 BENEFITS END OF YEAR                         $  3,136,530    $  1,751,763    $ 10,702,859    $  2,433,762    $  3,122,659
                                              ============    ============    ============    ============    ============




<CAPTION>


                                                  Vanguard                                          
                                               International                                      
                                                  Value        Comshare            Loan            1996 
INVESTMENT INCOME:                              Portfolio     Stock Fund           Fund            Total 
                                               -------------  ----------           ----            ----- 
<S>                                           <C>             <C>             <C>             <C>         
     Unrealized appreciation (depreciation)
       of investments                         $     10,636    $  1,424,698    $         --    $  3,748,661
     Interest and dividend income                   95,269              --          53,701         858,528
     Realized gain on investments                    5,530         177,244              --         403,960
                                              ------------    ------------    ------------    ------------
                                                   111,435       1,601,942          53,701       5,011,149

CONTRIBUTIONS:
     Employer                                       56,055          18,778              --       1,040,249
     Participants                                  109,048          40,930              --       1,651,450
                                              ------------    ------------    ------------    ------------
                                                   165,103          59,708              --       2,691,699

TRANSFER OF ASSETS FROM
     OTHER PLANS                                        --       3,183,333              --       3,183,333

LOAN ORIGINATIONS                                   (7,880)        (61,411)        323,554              --

LOAN REPAYMENTS                                     21,707           3,122        (344,827)             --

INTERFUND TRANSFERS, NET                           (15,567)       (585,717)             --

DISTRIBUTIONS TO PARTICIPANTS                      (56,811)       (219,708)        (11,190)     (2,635,314)
                                              ------------    ------------    ------------    ------------

     Increase (decrease) in Net Assets             217,987       3,981,269          21,238       8,250,867
       Available for Benefits

NET ASSETS AVAILABLE FOR
 BENEFITS BEGINNING OF YEAR                        903,054              --         614,424      18,634,678
                                              ------------    ------------    ------------    ------------

NET ASSETS AVAILABLE FOR
 BENEFITS END OF YEAR                         $  1,121,041    $  3,981,269    $    635,662    $ 26,885,545
                                              ============    ============    ============    ============


</TABLE>






         The accompanying notes are an integral part of this statement.
<PAGE>   10







                             PROFIT SHARING PLAN

                          OF COMSHARE, INCORPORATED

                        NOTES TO FINANCIAL STATEMENTS



(1)   DESCRIPTION OF THE PLAN

      The information discussed below is a summary only and reference should be
      made to the Profit Sharing Plan of Comshare, Incorporated (the "Plan") or
      inquiries made of the Plan Administrator for more complete information.

      (a)     General

              The Plan is a defined contribution plan covering eligible
              employees of Comshare, Incorporated (the "Company"). The Plan
              provides retirement benefits and is subject to the provisions of
              the Employee Retirement Income Security Act of 1974 (ERISA). The
              Company administers the Plan and pays all plan administration
              costs, including fees paid to the Trustee. The operating expenses
              of the investment advisor are netted from the returns of the
              funds.

              The Employee Stock Ownership Plan (ESOP) of Comshare, Incorporated
              was merged with the Plan effective October 1, 1995. All of the
              assets of the ESOP which consisted primarily of Comshare common
              stock were transferred to the Plan and placed in the new Comshare
              Stock Fund.

      (b)     Trustee and Investment Advisor

              As of June 30, 1998 the Plan held all investments with Vanguard
              Fiduciary Trust Company (the "Trustee" and "Investment Advisor").

              In accordance with the Trust Agreement, the Trustee holds and
              administers the Plan's assets and executes transactions therewith
              for the purpose of providing benefits as described in the Plan
              agreement. The Investment Advisor executes all investment
              transactions.

      (c)     Management Estimates

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and liabilities and disclosure of contingent assets and
              liabilities at the date of the financial statements and the
              reported amounts of income and expenses during the reporting
              period. Actual results could differ from those estimates.


      (d)     Contributions

              The Plan provides for annual employer fixed contributions equal to
              2% of eligible participants' compensation. In addition, the
              Company may make discretionary contributions, the amount of which
              is determined by the Board of Directors. There were no
              discretionary contributions in 1998 or 1997. The discretionary
              contributions in 1996 were $234,000. To qualify for such employer
              contributions for any given Plan year, a participant must be
              credited with 1,000 or more hours of service during the Plan year
              and be employed by the Company on the last day of the Plan year.





<PAGE>   11

                               PROFIT SHARING PLAN

                            OF COMSHARE, INCORPORATED

                          NOTES TO FINANCIAL STATEMENTS

                                   (continued)


              Participants may make before-tax contributions, subject to
              Internal Revenue Service limitations. Participants are eligible
              for employer matching contributions equal to 50% of the
              participant's before-tax contributions up to 6% of their
              compensation.

      (e)     Investment Options

              As of June 30, 1998 the investment options available to
              participants are as follows: (1) Vanguard Money Market - Prime
              Portfolio, a money market fund, consisting of investments with
              maturities of one year or less; (2) Vanguard Bond Index Fund, an
              intermediate bond fund, consisting primarily of investments in
              U.S. Government and corporate bonds; (3) Vanguard Index 500
              Portfolio, a diversified equity fund, consisting of investments in
              the stocks included in the Standard & Poors' 500 Index; (4)
              Vanguard Wellington Fund, a balanced fund, consisting of
              investments in both stocks and bonds; (5) Vanguard United States
              Growth Portfolio, a growth stock fund, consisting of investments
              in common stocks of companies with above-average growth potential;
              (6) Vanguard International Value Portfolio, an international
              equity fund, consisting of investments in stocks of companies
              based outside the United States; and (7) Comshare Stock Fund, a
              fund investing in the common stock of Comshare, Inc. There are no
              guaranteed rates of returns for these funds.

              Participants may change their investment election daily for new
              contributions or loans repaid to the Plan. Contributions to the
              Plan are invested directly by the Trustee into the investment
              options based on participant elections.

      (f)     Vesting and Eligibility

              All full-time employees and certain part-time employees are
              eligible to make employee before-tax contributions to the Plan at
              the beginning of the calendar quarter following the date of hire.
              Eligible participants begin sharing in employer contributions
              after completing one year of service. As of June 30, 1998 there
              were 253 active participants.

              Participants vest in employer discretionary contributions
              according to a five year schedule. Participants completing at
              least 1,000 hours of service in a given plan year are credited
              with an increase in vesting for such plan year. Full vesting also
              occurs upon retirement at age 65, or after death or total
              disability. Employer matching contributions vest according to a
              five year schedule (prior to 1/1/98 a seven year schedule was in
              effect) for participants with targeted compensation greater than
              the social security wage base. All other participants are fully
              vested in employer matching contributions.

              Employee contributions and employer fixed contributions are always
              fully vested.




<PAGE>   12





                               PROFIT SHARING PLAN

                            OF COMSHARE, INCORPORATED

                          NOTES TO FINANCIAL STATEMENTS

                                   (continued)



      (g)     Loans and Hardship Withdrawals

              The Plan provides for hardship withdrawals in certain
              circumstances and for loans to participants. Loans are limited to
              50% of a participant's vested balance, and bear interest
              comparable to competitive bank rates for loans of similar purpose.
              Loans are repaid through payroll withholding, and typically mature
              within five years with a maximum maturity of twenty years. A 10%
              excise tax is imposed upon hardship withdrawals.

      (h)     Benefit Distributions

              Distribution of the vested amounts in a participant's account can
              be made upon termination of employment or upon retirement.
              Benefits are paid, at the option of the participant, in a lump sum
              payment or in periodic payments of substantially equal amounts for
              a specified number of years, not to exceed ten.

      (i)     Benefits Payable

              As of June 30, 1998 and 1997, the net assets available for
              benefits included $6,046,158 and $1,501,183, respectively, for
              benefits payable that were due but undistributed to participants
              as a result of termination of employment or retirement. These
              amounts are shown as liabilities on Form 5500 and are the only
              reconciling item between the financial statements and Form 5500.
              In June of 1998, Comshare sold its Arthur Retail Business to JDA
              Software Group, Incorporated. As a result of the sale, employees
              working in the Arthur business were terminated by Comshare and
              hired by JDA . Of the benefits payable of $6,046,158 as of June
              30, 1998, the portion related to terminated Arthur employees was
              $3,578,111.

      (j)     Allocation to Participants' Accounts

              The Trustee maintains the detailed accounts of the net assets
              available for benefits in the Plan. The Trustee values the fund
              for each investment option at market value on a daily basis. The
              net change in each fund's market value for the period is allocated
              to the accounts of participants within that fund in the same
              proportion that the balance of each participant's account bears to
              the total of the fund on the last day of the period. Interest
              income on loans to participants is credited directly to the
              individual participant's account. Company discretionary
              contributions and forfeitures are allocated to eligible
              participants' accounts in the same proportion that the
              participant's eligible compensation bears to the total eligible
              compensation of all participants for the year.

      (k)     Plan Termination

              Although it has not expressed the intent to do so, the Company has
              the right to terminate the Plan subject to the provisions of
              ERISA. In the event the Plan is terminated, the participants will
              become fully vested and will receive the balances in their
              individual accounts.

      (l)     Federal Income Tax Status

              The Plan obtained its latest determination letter dated September
              16, 1996, in which the Internal Revenue Service stated that the
              Plan, as amended and restated effective July 1, 1994, was in
              compliance with the applicable requirements of the Internal
              Revenue Code (the "Code").





<PAGE>   13

                               PROFIT SHARING PLAN

                            OF COMSHARE, INCORPORATED

                          NOTES TO FINANCIAL STATEMENTS

                                   (continued)

              The Plan has subsequently been amended and restated effective
              October 1, 1995 to reflect the merger with the ESOP. The Plan
              administrator is applying for a new determination letter. The Plan
              administrator and the Plan's tax counsel believe that the Plan is
              currently designed and being operated in compliance with the
              applicable requirements of the Code.

              Therefore, they believe that the Plan was qualified and the
              related trust was tax-exempt as of the financial statement date.

      (m)     Forfeitures

              Non-vested account balances of terminated employees are forfeited
              at the end of the quarter following the date of termination.
              Forfeitures were $61,836, $33,657 and $62,517 for the years ended
              June 30, 1998, 1997 and 1996, respectively. Forfeitures are
              allocated on a pro-rata basis to remaining participants.

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (a)     Basis of Accounting

              The financial statements have been prepared on the accrual basis
              of accounting.

      (b)     Investments

              Investment transactions are recorded by the Trustee on a trade
              date basis. Investments are stated in the Statement of Net Assets
              Available for Benefits at market value. Realized gains and losses
              on sale of investments and unrealized appreciation (depreciation)
              of investments are computed based on the difference between the
              market value of the investments at the beginning of the year, or
              at the time of purchase if acquired during the year, and the
              market value of investments when sold or at Plan year-end.

(3)   REPORTABLE TRANSACTIONS

      Transactions, or a series of transactions, in excess of 5% of Net Assets
      Available for Benefits at the beginning of the Plan year are reportable
      transactions under the provisions of ERISA. A list of such transactions is
      included in Schedule II.

(4)   SUBSEQUENT EVENTS

      As of September 24, 1998, the Company's stock was trading at $3.875 per
      share compared to $7.8125 per share at June 30, 1998. The investments in
      the Comshare Stock Fund consist primarily of the Company's stock which is
      valued in the accompanying Statement of Net Assets Available for Benefits
      at the June 30, 1998 share price.



<PAGE>   14
                                                                     SCHEDULE I


                               PROFIT SHARING PLAN
                            OF COMSHARE, INCORPORATED
                             EIN: 38-1804887 PN: 001
                          ITEM 27a - SCHEDULE OF ASSETS
                HELD FOR INVESTMENT PURPOSES AS OF JUNE 30, 1998


<TABLE>
<CAPTION>

                                                   (c) Description of Investment
   (a)        (b) Identity of Issue,                  Including Maturity Date,                                            (e)
                Borrower, Lessor,                  Rate of Interest, Collateral,                    (d)                 Current
                or Similar Party                       Par or Maturity Value                       Cost                  Value
              ----------------------               -----------------------------               --------------         ------------
              MUTUAL FUNDS:

<S>          <C>                                     <C>                                        <C>                   <C>         
   *          Vanguard Group                         2,175,116 units of Money                   $   2,175,116         $  2,175,116
                                                     Market - Prime Portfolio

   *          Vanguard Group                         200,309 units of Bond                          1,985,398            2,037,147
                                                     Index Fund

   *          Vanguard Group                         134,308 units of Index                         7,257,078           14,142,676
                                                     500 Portfolio

   *          Vanguard Group                         96,859 units of Wellington                     2,447,186            3,063,642
                                                     Fund

   *          Vanguard Group                         116,412 units of U.S. Growth                   2,779,921            4,139,597
                                                     Portfolio

   *          Vanguard Group                         44,407 units of International                  1,226,593            1,162,573
                                                     Value Portfolio

   *          Vanguard Group                         510,971 units of Comshare Stock                2,066,786            1,967,236
                                                     Fund                                       -------------         ------------
                                                    
              Total Mutual Funds                                                                   19,938,078           28,687,987
                                                                                                -------------         ------------
              LOANS:

              Loans to plan participants             Interest rates range                             613,565              613,565
                                                     from  7.0% to 12.25%;                      -------------         ------------
                                                     maturing through December, 2016
                                                     

                      TOTAL INVESTMENTS                                                         $  20,551,643         $ 29,301,552
                                                                                                =============         ============

</TABLE>

* Represents a party-in-interest



<PAGE>   15

                                                                     SCHEDULE II


                               PROFIT SHARING PLAN
                            OF COMSHARE, INCORPORATED
                             EIN: 38-1804887 PN: 001
                 ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
                        FOR THE YEAR ENDED JUNE 30, 1998



<TABLE>
<CAPTION>
          (a)                                        (b)                                     (c)               (d)            (g) 
   Identity of Party                           Description of                              Purchase          Selling        Cost of
       Involved                                     Asset                                    Price            Price          Asset
   -----------------                           --------------                              --------          -------        -------
<S>                     <C>                                                                  <C>                <C>            <C>  
    Vanguard Group      Vanguard Money Market - Prime Portfolio                           $ 906,292             N/A            N/A
                                                                                                                                  
    Vanguard Group      Vanguard Bond Index Fund- Total Bond Market                         986,508             N/A            N/A
                                                                                                                                  
    Vanguard Group      Vanguard Index 500 Portfolio                                      1,958,943             N/A               
                                                                                                                               N/A
    Vanguard Group      Vanguard U.S. Growth Portfolio                                    1,351,921             N/A               
                                                                                                                               N/A
    Vanguard Group      Vanguard Wellington Fund                                          1,046,064             N/A               
                                                                                                                               N/A
    Vanguard Group      Comshare Stock Fund                                               1,338,965             N/A            N/A
                                                                                                                                  
    Vanguard Group      Vanguard Money Market - Prime Portfolio                                 N/A      $1,452,767     $1,452,767
                                                                                                                                  
    Vanguard Group      Vanguard Bond Index Fund- Total Bond Market                             N/A         400,381        391,978
                                                                                                                                  
    Vanguard Group      Vanguard Index 500 Portfolio                                            N/A       4,404,871      2,593,837
                                                                                                                                  
    Vanguard Group      Vanguard U.S. Growth Portfolio                                          N/A       1,423,006        995,736
                                                                                                                                  
    Vanguard Group      Vanguard Wellington Fund                                                N/A         697,332        548,509
                                                                                                                                  
    Vanguard Group      Comshare Stock Fund                                                     N/A         659,618        717,578


<CAPTION>

           (a)                                        (b)                                 (h)                                   
    Identity of Party                           Description of                        Current Value                                 
        Involved                                     Asset                             of Asset on             (i)                  
    -----------------                           --------------                        Transaction Date    Net Gain(Loss)            
                                                                                      ----------------    --------------            
                                                                                                       
<S>                      <C>                                                               <C>             <C>                    
     Vanguard Group      Vanguard Money Market - Prime Portfolio                        $   906,292               N/A            
                                                                                                                                 
     Vanguard Group      Vanguard Bond Index Fund- Total Bond Market                        986,508               N/A            
                                                                                                                                 
     Vanguard Group      Vanguard Index 500 Portfolio                                     1,958,943               N/A            
                                                                                                                                 
     Vanguard Group      Vanguard U.S. Growth Portfolio                                   1,351,921               N/A            
                                                                                                                                 
     Vanguard Group      Vanguard Wellington Fund                                         1,046,064               N/A            
                                                                                                                                 
     Vanguard Group      Comshare Stock Fund                                              1,338,965               N/A            
                                                                                                                                 
     Vanguard Group      Vanguard Money Market - Prime Portfolio                          1,452,767                --            
                                                                                                                                 
     Vanguard Group      Vanguard Bond Index Fund- Total Bond Market                        400,381        $    8,403            
                                                                                                                                 
     Vanguard Group      Vanguard Index 500 Portfolio                                     4,404,871         1,811,034            
                                                                                                                                 
     Vanguard Group      Vanguard U.S. Growth Portfolio                                   1,423,006           427,270            
                                                                                                                                 
     Vanguard Group      Vanguard Wellington Fund                                           697,332           148,823            
                                                                                                                                 
     Vanguard Group      Comshare Stock Fund                                                659,618          (57,960)            
                                                                                                                                 
                                                                                                   
</TABLE>

<PAGE>   16




                    Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation by
reference of our report on the June 30, 1998 financial statements of the Profit
Sharing Plan of Comshare, Incorporated dated September 24, 1998; included in
this Form 11-K into the Company's previously filed Form S-8 and S-3 registration
statements (File No. 33-6730, File No. 33-9755-3, File No. 33-28437, File No.
33-27002, File No. 33-37564, File No. 33-85720, File No. 33-87706, File No.
33-87708, File No. 33-86908 and File No. 33-65109).



                                                          Arthur Andersen LLP

Detroit, Michigan
 September  25, 1998.