<PAGE> 1
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. 1)
ENGINEERING ANIMATION, INC.
(Name of Subject Company (Issuer))
UGS ACQUISITION CORPORATION
UNIGRAPHICS SOLUTIONS INC.
ELECTRONIC DATA SYSTEMS CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
29287210-8
(CUSIP Number of Class of Securities)
J. Randall Walti, Esq.
General Counsel
UNIGRAPHICS SOLUTIONS INC.
13736 Riverport Drive
Maryland Heights, Missouri 63043
TELEPHONE: 314-344-5900
FACSIMILE: 314-344-2677
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
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William F. Bavinger III, Esq. David B. Hollander, Esq.
Bryan Cave LLP Counsel - Corporate Acquisitions & Finance
700 Thirteenth Street, N.W. Electronic Data Systems Corporation
Washington, DC 20005 5400 Legacy Drive
Telephone: 202-508-6000 Plano, Texas 75024
Facsimile: 202-508-6200 Telephone: 972-604-6000
Facsimile: 972-605-5613
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<PAGE> 2
CALCULATION OF FILING FEE
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================================================================================
Transaction Valuation* Amount of Filing Fee
$214,170,866.25 $42,835
================================================================================
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* Estimated for purposes of calculating the filing fee only. The filing fee
calculation assumes the purchase of all outstanding shares of common stock, par
value $0.01 per share, of Engineering Animation, Inc. (the "Common Stock"),
including the related preferred share purchase rights (the "Rights" and,
together with the Common Stock, the "Shares"), and 3,503,444 Shares issuable
upon exercise of outstanding options, at a price of $13.75 per Share, without
interest. As of August 31, 2000, there were 12,072,619 Shares issued and
outstanding. Based on the foregoing, the transaction value is equal to the
product of 15,576,063 Shares and $13.75 per Share. Such number does not render
any Shares issuable upon exercise of outstanding Company Stock Options. The
amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.
[X] 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.
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<S><C>
Amount Previously Paid: $42,835 Filing Party: UGS Acquisition Corporation
Unigraphics Solutions Inc.
Form or Registration No.: SC TO-T Date Filed: September 13, 2000
(File No. 5-48517)
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[ ] 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: [ ]
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SCHEDULE TO/A
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO filed on September 13, 2000 (the "Original Schedule TO") relating
to the offer by UGS Acquisition Corporation, a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Unigraphics Solutions Inc., a
Delaware corporation ("Parent"), to purchase all of the outstanding shares of
common stock, par value $0.01 per share (the "Common Stock"), of Engineering
Animation, Inc., a Delaware corporation (the "Company"), and the related rights
to purchase shares of the Series A Junior Participating Preferred Stock of the
Company (the "Rights and, together with the Common Stock, the "Shares"), issued
pursuant to the Rights Agreement, dated as of January 1, 1996, by and between
the Company and First Chicago Trust Company of New York, as Rights Agent, at a
price of $13.75 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 September 13, 2000 and in the related Letter of Transmittal (which,
together with any supplements or amendments, collectively constitute the
"Offer").
The Original Schedule TO was filed jointly by Purchaser and Parent.
This Amendment No. 1 is being filed jointly by Purchaser, Parent and Electronic
Data Systems Corporation ("EDS"), the controlling shareholder of Parent. This
Amendment No. 1 amends the Original Schedule TO to include Purchaser, Parent and
EDS as Offerors and signatories thereto.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(b) Section 9 of the Offer to Purchase is hereby amended by adding the following
as the last paragraph of the Section: "Except as set forth in this Offer to
Purchase, EDS has had no business relationship or transaction with the Company
or any of its executive officers, directors or affiliates that is required to be
reported under the rules and regulations of the Commission applicable to the
Offer. Except as set forth in this Offer to Purchase, there have been no
contacts, negotiations or transactions between EDS and the Company or its
affiliates concerning a merger, consolidation or acquisition, tender offer or
other acquisition of securities, an election of directors or a sale or other
transfer of a material amount of assets. EDS has not, during the past five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). EDS has not, during the past five years, been a party to
any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws."
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i-viii, xii) The last paragraph of Section 14 of the Offer to Purchase is
hereby amended by adding the following sentence as the last sentence of the
paragraph: "All conditions, other than those involving the receipt of necessary
government approvals, must be satisfied or waived on or before the expiration of
the Offer."
<PAGE> 4
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a),(b),(d) The first paragraph of Section 12 of the Offer to Purchase is hereby
amended by adding the following sentence as the last sentence of the paragraph:
"EDS expects to fund advances to Parent under the Credit Agreement from working
capital."
The last sentence of the second paragraph of Section 12 of the Offer to
Purchase is hereby deleted in its entirety and replaced with the following:
"Parent intends to repay advances under the Credit Agreement from cash flow and
to request that EDS renew the Credit Agreement upon its expiration on December
31, 2002. Parent also may negotiate a new, long-term financing arrangement with
EDS or another lender; however, at this time Parent has no plans to obtain
financing from another lender."
ITEM 11. ADDITIONAL INFORMATION.
(b) The fourth sentence in the fifth paragraph of Section 8 of the Offer to
Purchase is hereby deleted in its entirety and replaced with the following:
"Neither Parent nor Purchaser assumes responsibility for the accuracy or
validity of the foregoing projections, and none of Parent, Purchaser nor the
Company intends to update or otherwise revise the foregoing projections to
reflect circumstances existing after the date the projections were prepared or
to reflect the occurrence of unanticipated events."
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
UGS ACQUISITION CORPORATION
By: /s/ Douglas E. Barnett
-----------------------------
Name: Douglas E. Barnett
Title: President
UNIGRAPHICS SOLUTIONS INC.
By: /s/ Douglas E. Barnett
-----------------------------
Name: Douglas E. Barnett
Title: Vice President, Chief Financial Officer
ELECTRONIC DATA SYSTEMS CORPORATION
By: /s/ D. Gilbert Friedlander
----------------------------------
Name: D. Gilbert Friedlander
Title: Senior Vice President, General Counsel
and Secretary
Dated: October 5, 2000
