SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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)
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)
September 5, 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
/X/
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)
Page 1 of 7 pages
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Page 2 of 7
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) /X/
(b) / /
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3. SEC Use Only
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4. Source of Funds
OO
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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 4,951,640
REPORTING ----------------------------------------
PERSON
WITH 9. Sole Dispositive Power
0
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10. Shared Dispositive Power
4,951,640
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,951,640
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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)
31.51%
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14. Type of Reporting Person
IN
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Page 3 of 7
This Statement on Schedule 13D (this "Schedule 13D") relates 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 (the "Company"). Electronic Data Systems Corporation, a
Delaware corporation ("EDS"), owns approximately 98.4% of the combined voting
power of all classes of Parent's voting stock. Pursuant to the Merger Agreement,
Parent commenced a tender offer (the "Offer") to purchase all of the outstanding
shares of common stock, par value $.01 per share, of the Company (the "Shares"),
and the related rights to purchase shares of the Series A Junior Participating
Preferred Stock of the Company issued pursuant to the Company Rights Plan, dated
as of January 1, 1996, by and between the Company and First Chicago Trust
Company of New York, as Rights Agent, as amended, at a price of $13.75 per
share, net to the seller in cash, without interest thereon. Following the Offer,
it is expected that Purchaser will be merged with and into the Company (the
"Merger"), and the Company will be the surviving corporation in the Merger. At
the effective time of the Merger, each Share then outstanding, other than Shares
held by (i) the Company or any of its subsidiaries, (ii) Parent or Purchaser and
(iii) stockholders who have properly exercised their dissenters' rights under
the Delaware General Corporation Law, will be canceled and converted
automatically into the right to receive $13.75 or any higher price per Share
paid in the Offer, without interest. The Merger Agreement has been filed as
Exhibit (d)(1) to Parent's Schedule TO, filed with the Securities and Exchange
Commission on September 13, 2000 (the "Schedule TO") and is incorporated herein
by reference. The Offer to Purchase setting forth the terms of the Offer has
been filed as Exhibit (a)(1)(A) to the Schedule TO and is incorporated herein by
reference. The Company filed with the Securities and Exchange Commission on
September 13, 2000 a Solicitation/Recommendation Statement on Schedule 14D-9
relating to the Offer and the Merger (the "Schedule 14D-9").
This Schedule 13D also relates to the Stock Option Agreement dated as
of September 5, 2000 between Parent and the Company (the "Stock Option
Agreement"). Pursuant to the Stock Option Agreement, the Company has granted to
Parent an option (the "Option") to purchase up to the number of Shares which
represents 19.9% of all Shares that are issued and outstanding on the date of
the Stock Option Agreement at a cash purchase price per share equal to $13.75.
The Option may be exercised by Parent after the occurrence of certain events.
The Stock Option Agreement has been filed as Exhibit (d)(2) to the Schedule TO
and is incorporated herein by reference.
This Schedule 13D also relates to the Stockholders Agreement dated as
of September 5, 2000 among Parent, Purchaser and the following Company
stockholders (the "Stockholders"): Matthew M. Rizai, Martin J. Vanderploeg and
Jeff D. Trom (the "Stockholders Agreement"). Pursuant to the Stockholders
Agreement, each stockholder has agreed to tender all Shares he owns and any
Shares he acquires prior to termination of the Stockholders Agreement, and in
any event to vote in favor of the Merger Agreement and the Merger and against
certain potential competing proposals to purchase the Company with respect to
any Shares he may own as of the record date of a stockholder's meeting at which
such matters will be considered. In addition, each stockholder has granted an
irrevocable proxy to certain officers of Purchaser and Parent to vote and
otherwise act with respect to the Shares which such stockholder is entitled to
vote at any meeting of stockholders of the Company on, and only on, the Merger
Agreement, the Merger and certain potential competing proposals to purchase the
Company. The Stockholders Agreement has been filed as Exhibit (d)(3) to the
Schedule TO and is incorporated herein by reference.
Page 4 of 7
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.
As a result of the existence of the Stockholders Agreement, the
Reporting Person may be deemed to be a member of a group for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), that
includes Parent, Purchaser and the other Stockholders. The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Person
is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of
all of the securities covered by this Schedule 13D.
(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.
The information set forth in Section 12 ("Source and Amount of Funds")
of the Offer to Purchase is incorporated herein by reference.
Item 4. Purpose of Transaction.
The purpose of the Merger Agreement and the Offer is for Parent to
acquire the entire equity interest in the Company. The Stock Option Agreement
and Stockholders Agreement were entered into in connection with the execution of
the Merger Agreement as an inducement to Parent to enter into the Merger
Agreement. The information set forth in Section 7 ("Effect of the Offer on the
Market for the Shares; Nasdaq National Market Listing; Exchange Act
Registration; Margin Regulations") and Section 11 ("Purpose of the Offer; Plans
for the Company") of the Offer to Purchase is incorporated herein by reference.
Page 5 of 7
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the terms of the Stock Option Agreement, the Option may be
exercised by Parent after the occurrence of certain events which have not
occurred as of the date of this Schedule 13D. If the Option becomes exercisable
and is exercised in full, Parent will acquire that number of shares equal to
19.9% of the outstanding Shares at the time of exercise. Based upon the
12,072,619 Shares outstanding as of August 31, 2000 (as represented by the
Company in the Merger Agreement), the Option would cover 2,402,451 Shares.
Pursuant to the terms of the Stockholders Agreement, the Stockholders
have agreed: (i) to tender an aggregate of 1,311,622 Shares to Purchaser as
follows: Matthew M. Rizai, 467,639 Shares; Martin J. Vanderploeg, 378,026
Shares; and Jeff D. Trom, 465,957 Shares (and any Shares they acquire prior to
termination of the Stockholders Agreement), and (ii) in any event to vote in
favor of the Merger Agreement and the Merger and against certain potential
competing proposals at a stockholders meeting. Assuming that the Offer is
consummated within 60 days, the Stockholders own options that are exercisable
within 60 days of the date of this filing as to an aggregate of 1,237,567 Shares
as follows: Matthew M. Rizai, 604,289 Shares; Martin J. Vanderploeg, 593,903
Shares; and Jeff D. Trom, 39,375 Shares. In addition, the Stockholders have
granted irrevocable proxies to certain officers of Purchaser and Parent to vote
and otherwise act with respect to the Shares which they are entitled to vote at
a stockholders meeting on, and only on, the Merger Agreement, the Merger and
certain potential competing proposals to purchase the Company.
Pursuant to the Stock Option Agreement and Stockholders Agreement, the
Reporting Person may be deemed the beneficial owner of at total of 4,951,640
Shares, constituting 31.51% of the outstanding Shares based on the 12,072,619
Shares outstanding as of August 31, 2000 (as represented by the Company in the
Merger Agreement). Unless and until the Option is exercised, Parent is not
entitled to any rights as a shareholder of the Company as to the Shares covered
by the Option. The Reporting Person disclaims beneficial ownership of the
2,402,451 Shares covered by the Stock Option Agreement and the Shares owned by
the other Stockholders that are covered by the Stockholders Agreement pursuant
to Rule 13d-4 of the Act.
(b) The Reporting Person may be deemed to have shared voting power with respect
to 4,951,640 Shares and shared dispositive power with respect to 4,951,640
Shares.
(c) Except as set forth in this Schedule 13D, the Reporting Person has not
effected any transactions in Shares during the past 60 days.
(d) The information set forth in Section 11 ("Purpose of the Offer; Plans for
the Company") and in Item 3 ("Past Contacts, Transactions, Negotiations and
Agreements") of the Schedule 14D-9 is incorporated herein by reference. Except
as set forth in this Schedule 13D, the Reporting Person does not know of any
other person who has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, Shares he may be deemed to
beneficially own.
Page 6 of 7
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information set forth in Section 11 ("Purpose of the Offer; Plans
for the Company") of the Offer to Purchase and in Item 3 ("Past Contacts,
Transactions, Negotiations and Agreements") of the Schedule 14D-9 is
incorporated herein by reference. Except for the Merger Agreement, the Stock
Option Agreement and the Stockholders Agreement, the Reporting Person does not
have any contracts, arrangements, understandings or relationships (legal or
otherwise) with any persons with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangement, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
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: September 15, 2000
