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EAI LOGO
September 13, 2000
Dear Stockholder:
I am pleased to inform you that Engineering Animation, Inc. has entered
into a merger agreement with Unigraphics Solutions Inc. and its wholly owned
subsidiary UGS Acquisition Corporation pursuant to which UGS Acquisition
Corporation has commenced a tender offer to purchase all of the outstanding
shares of Engineering Animation, Inc.'s common stock for $13.75 per share in
cash. The tender offer is conditioned upon, among other things, a majority of
Engineering Animation, Inc.'s shares outstanding on a fully diluted basis being
tendered and not withdrawn and the receipt of regulatory approvals. The tender
offer will be followed by a merger, in which each share of Engineering
Animation, Inc. common stock not purchased in the tender offer will be converted
into the right to receive in cash the price paid in the tender offer.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE MERGER AGREEMENT, THE
UNIGRAPHICS OFFER AND THE MERGER ARE ADVISABLE AND IN THE BEST INTERESTS OF
ENGINEERING ANIMATION, INC.'S STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT
ENGINEERING ANIMATION, INC.'S STOCKHOLDERS ACCEPT THE UNIGRAPHICS OFFER AND
TENDER THEIR SHARES OF ENGINEERING ANIMATION, INC. COMMON STOCK PURSUANT TO THE
OFFER.
In arriving at its recommendation, the Board of Directors considered a
number of factors, as described in the attached Schedule 14D-9, including the
opinion of the Company's financial advisor, Goldman, Sachs & Co., that, as of
the date of the opinion, and based upon and subject to the matters set forth
therein, the consideration to be received by the holders of Engineering
Animation, Inc. common stock in the offer and the merger is fair from a
financial point of view to Engineering Animation, Inc.'s stockholders. A copy of
Goldman, Sachs & Co.'s written opinion, which sets forth the assumptions made,
procedures followed and matters considered by Goldman, Sachs & Co. in rendering
its opinion, can be found in Exhibit (a)(4). You should read the opinion
carefully and in its entirety.
Enclosed are the Unigraphics Offer to Purchase, dated September 13, 2000,
the Letter of Transmittal and related documents. These documents set forth the
terms and conditions of the tender offer. The Schedule 14D-9 describes in more
detail the reasons for your Board's conclusions and contains other information
relating to the tender offer. We urge you to consider this information
carefully.
Matthew M. Rizai
Chairman, Chief Executive
Officer & Treasurer
