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. 1)
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. 1 to Schedule 14D-9
This Amendment No. 1 ("Amendment No. 1") 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
"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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit Number
Description
(a)(8) Communication to employees of the Company posted on the intranet of the
Company on September 14, 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: September 14, 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)(8) Communication to employees of the Company posted on the
intranet of the Company on September 14, 2000.
