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. 2)
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. 2 to Schedule 14D-9
This Amendment No. 2 ("Amendment No. 2") to Schedule 14D-9 amends and
supplements the Schedule 14D-9 filed with the Securities and Exchange
Commission (the "SEC") on September 13, 2000 (as amended and supplemented,
the "Schedule 14D-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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit Number
Description
(a)(9) Communication to employees of the Company posted on the intranet of the
Company on September 28, 2000.
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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: September 28, 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
(a)(9) Communication to employees of the Company posted on the
intranet of the Company on September 28, 2000.
