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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. 2)
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:
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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CALCULATION OF FILING FEE
===============================================================================
Transaction Valuation* Amount of Filing Fee
$214,170,866.25 $42,835
===============================================================================
* 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.
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)
[ ] 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. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed on September 13, 2000, as amended, 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").
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in the Press Release issued by Parent on October
5, 2000, a copy of which is filed as Exhibit (a)(1)(J) hereto, is incorporated
herein by reference.
ITEM 12. EXHIBITS.
The Schedule TO is hereby amended to add the following:
(a)(1)(J) Press release issued by Parent on October 5, 2000, announcing the
status of regulatory approvals.
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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
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EXHIBIT INDEX
Exhibit Description
(a)(1)(A) Offer to Purchase, dated September 13, 2000.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.*
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(G) Press release issued jointly by Parent and the Company, dated
September 13, 2000, announcing the commencement of the Offer.*
(a)(1)(H) Summary Advertisement, dated September 13, 2000.*
(a)(1)(I) Press release issued jointly by Parent and the Company and letter of
announcement to employees announcing signing of the Merger Agreement,
each dated September 5, 2000, incorporated herein by reference to the
Schedule TO (File No. 005-48517) filed by Parent and Purchaser on
September 5, 2000.*
(a)(1)(J) Press release issued by Parent on October 5, 2000, announcing the
status of regulatory approvals.
(b)(1) Intercompany Credit Agreement, dated as of January 1, 1998, by and
between Parent and Electronic Data Systems Corporation.*
(b)(2) Amendment to Intercompany Credit Agreement, dated as of September 1,
2000, by and between Parent and Electronic Data Systems Corporation.*
(d)(1) Agreement and Plan of Merger, dated as of September 5, 2000, by and
among Parent, Purchaser and the Company.*
(d)(2) Stock Option Agreement, dated as of September 5, 2000, by and between
Parent and Target.*
(d)(3) Stockholders Agreement, dated as of September 5, 2000, by and among
Parent, Purchaser and each of the holders of Shares parties thereto.*
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(g) Not applicable.*
(h) Not applicable.*
* Previously filed.
