SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
ENGINEERING ANIMATION, INC.
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(Name of Issuer)
Common Stock, Par Value $.01 per Share
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(Title of Class of Securities)
29287210-8
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(CUSIP Number)
Jamie A. Wade, Esq. George C. McKann
Engineering Animation, Inc. Gardner, Carton & Douglas
2321 North Loop Drive 321 North Clark Street, Suite 2900
Ames, Iowa 50010 Chicago, Illinois 60610
(515) 296-6942 (312) 245-8417
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 16, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
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13D
CUSIP NO. 29287210-8
1. Name of Reporting Person/I.R.S. Identification No. of Above Person
Martin J. Vanderploeg
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2. Check the Appropriate Box If a Member of a Group (a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds
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5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) / /
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
NUMBER OF 0
SHARES ----------------------------------------
BENEFICIALLY
OWNED BY 8 Shared Voting Power
EACH 0
REPORTING ----------------------------------------
PERSON
WITH 9. Sole Dispositive Power
0
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / /
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13. Percent of Class Represented by Amount in Row (11)
0.0%
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14. Type of Reporting Person
IN
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Pursuant to the Agreement and Plan of Merger dated as of September 5,
2000 (the "Merger Agreement") by and among Unigraphics Solutions Inc., a
Delaware corporation (the "Parent"), UGS Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Parent (the "Purchaser") and
Engineering Animation, Inc., a Delaware corporation, all shares beneficially
owned by the Reporting Person were acquired by Parent and all rights to purchase
shares were cancelled.
Item 1. Security and Issuer.
This Schedule 13D relates to shares of the common stock, par value $.01
per share (the "Shares"), of Engineering Animation, Inc., a Delaware corporation
(the "Company"). The principal executive offices of the Company are located at
2321 North Loop Drive, Ames, Iowa 50010, telephone no. 515-296-9908.
Item 2. Identity and Background.
(a)-(c), (f) This Schedule 13D is being filed by Martin J. Vanderploeg. Dr.
Vanderploeg co-founded the Company in 1988. He has served as Executive Vice
President since October 1993 and has been a Director since 1988. The Company
develops and produces Internet-enabled visual process management, collaboration,
communication and analysis solutions and accompanying services for extended
manufacturing enterprises. The Reporting Person's business address is c/o
Engineering Animation, Inc., 2321 North Loop Drive, Ames, Iowa 50010. The
Reporting Person is a United States citizen.
(d)-(e) During the last five years, the Reporting Person has not been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations or prohibiting activities subject to federal or state securities laws
or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The purpose of the transactions contemplated by the Merger Agreement
was for Parent to acquire the entire equity interest in the Company.
Item 5. Interest in Securities of the Issuer.
(a) None.
(b) None.
(c) As a result of the transaction contemplated by the Merger Agreement, all
shares beneficially owned by the Reporting Person were acquired by Parent and
all rights to purchase shares were cancelled.
(d) Not applicable.
(e) October 16, 2000.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits.
Exhibit No. Description
7.1 Offer to Purchase dated September 13, 2000.*
7.2 Schedule 14D-9 filed by the Company on September 13, 2000,
incorporated herein by reference.
7.3 Agreement and Plan of Merger, dated as of September 5, 2000,
by and among Parent, Purchaser and the Company.*
7.4 Stock Option Agreement, dated as of September 5, 2000, by and
between Parent and the Company.*
7.5 Stockholders Agreement, dated as of September 5, 2000, by and
among Parent, Purchaser and the Company stockholders parties
thereto.*
7.6 Intercompany Credit Agreement, dated as of January 1, 1998, by
and between Parent and Electronic Data Systems Corporation.*
7.7 Amendment to Intercompany Credit Agreement, dated as of
September 1, 2000, by and between Parent and Electronic Data
Systems Corporation.*
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* Incorporated herein by reference from the Schedule TO filed by Parent and
Purchaser on September 13, 2000.
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SIGNATURE
After reasonable 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.
MARTIN J. VANDERPLOEG
By: /s/ Martin J. Vanderploeg
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Dated: October 18, 2000
