SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 3)
Engineering Animation, Inc.
(Name of Subject Company)
Engineering Animation, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
292872108
(CUSIP Number of Class of Securities)
Matthew M. Rizai
Chief Executive Officer
2321 North Loop Drive
Ames, Iowa 50010
Telephone: (515) 296-9908
(Name, address and telephone number of person
authorized to receive notice and
communications on behalf of the person filing
statement)
With copies to:
Jamie A. Wade, Esq. George C. McKann, Esq.
Engineering Animation, Inc. Gardner, Carton & Douglas
2321 North Loop Drive 321 North Clark Street, Suite 2900
Ames, Iowa 50010 Chicago, Illinois 60610
Telephone: (515) 296-6942 Telephone: (312) 245-8417
/ / Check the box if the filing
relates solely to preliminary
communications made before the
commencement of a tender offer.
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Amendment No. 3 to Schedule 14D-9
This Amendment No. 3 ("Amendment No. 3") to Schedule 14D-9 amends and
supplements the Schedule 14D-9 filed with the Securities and Exchange Commission
(the "SEC") on September 13, 2000 and amended on September 14 and September 28,
2000 (as amended and supplemented, the "Schedule14D-9") by Engineering
Animation, Inc. (the "Company"), relating to a cash tender offer (the "Offer")
commenced on September 13, 2000 by Unigraphics Solutions Inc. ("Parent"), a
Delaware corporation, and UGS Acquisition Corporation ("Purchaser"), a Delaware
corporation and a wholly owned subsidiary of Parent, to purchase all of the
issued and outstanding shares of common stock , $0.01 par value per share, of
the Company (the "Common Stock") not already owned by Parent and Purchaser (the
"Shares") at $13.75 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase dated
September 13, 2000 (as amended and supplemented, the "Offer to Purchase"), and
the related Letter of Transmittal. Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION
Item 8 is hereby amended to add the following paragraph at the end of the Item:
The Company and the Rights Agent further amended the Rights Agreement
as of October 5, 2000 to avoid any doubt or ambiguity that none of Parent,
Purchaser or EDS, or any of their subsidiaries, affiliates or associates will be
an Acquiring Person by virtue of the approval, execution or delivery of the
Merger Agreement, the Stock Option Agreement or the Stockholders Agreement, or
the consummation of the transactions contemplated thereby, including, without
limitation, the exercise of the stock option.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit Number
Description
(e)(21) Second Amendment, effective as of October 5, 2000, to Rights
Agreement, dated as of January 1, 1996 (as amended by the
First Amendment, effective as of September 5, 2000) between
the Company and First Chicago Trust Company of New York, as
Rights Agent (incorporated by reference from Exhibit 4.3 to
the Form 8A/A filed by the Company on October 10, 2000).
<PAGE>
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.
Dated: October 10, 2000 ENGINEERING ANIMATION, INC.
By: /s/ Jamie A. Wade
-------------------------------
Name: Jamie A. Wade
Title: Vice President of
Administration and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Number
Description
(e)(21) Second Amendment, effective as of October 5, 2000, to Rights
Agreement, dated as of January 1, 1996 (as amended by the
First Amendment, effective as of September 5, 2000) between
the Company and First Chicago Trust Company of New York, as
Rights Agent (incorporated by reference from Exhibit 4.3 to
the Form 8A/A filed by the Company on October 10, 2000).
