<PAGE> 1
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)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ENGINEERING ANIMATION, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
29287210-8
--------------------------------------------------------------------------------
(CUSIP Number)
J. Randall Walti, Esq. David B. Hollander, Esq.
General Counsel Counsel - Corporate Acquisitions & Finance
Unigraphics Solution Inc. Electronic Data Systems Corporation
13736 Riverport Drive 5400 Legacy Drive
Maryland Heights, Missouri 63043 Planto, Texas 75024
(314) 344-5900 (972) 604-6000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 5, 2000
--------------------------------------------------------------------------------
(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 / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
(Page 1 of 14 Pages)
<PAGE> 2
CUSIP NO. 29287210-8 13D Page 2 of 14 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Unigraphics Solution Inc. 75-2728894
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,951,640
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
4,951,640
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,951,640
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.51%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 29287210-8 13D Page 3 of 14 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
UGS Acquisition Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,951,640
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
4,951,640
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,951,640
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.51%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
<PAGE> 4
CUSIP NO. 29287210-8 13D Page 4 of 14 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Electronic Data Systems Corporation 75-2548221
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,951,640
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
4,951,640
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,951,640
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.51%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
<PAGE> 5
Page 5 of 14 Pages
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"). 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 the Schedule TO, filed by Parent and Purchaser 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
Jeffrey 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
<PAGE> 6
Page 6 of 14 Pages
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.
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 Unigraphics Solutions Inc., a
Delaware corporation ("Parent"), UGS Acquisition Corporation, a Delaware
corporation ("Purchaser"), and Electronic Data Systems Corporation, a Delaware
corporation ("EDS"). Pursuant to Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended (the "Act"), the Reporting Persons have agreed to file
jointly one Schedule 13D with respect to their ownership of the Shares.
Parent and Purchaser are members of a group for purposes of
Section 13(d) of the Act. In addition, as a result of the existence of the
Stockholders Agreement, Parent and Purchaser may be deemed to be members of a
group that includes the Stockholders. The filing of this Schedule 13D shall not
be construed as an admission that any Reporting Person is, for purposes of
Section 13(d) or 13(g) of the Act, the beneficial owner of any securities
covered by this Schedule 13D.
Parent is a leading global provider of collaborative product
design and development software and services. The principal executive offices of
Parent are located at 13736 Riverport Drive, Maryland Heights, Missouri 63043,
telephone no. 314-344-5900.
Purchaser was formed as a wholly owned subsidiary of Parent
for the purpose of acquiring the Company. Purchaser has not, and is not expected
to, engage in any business other than in connection with its organization, the
Offer and the Merger. Its principal executive offices are that of Parent.
EDS owns approximately 98.4% of the combined voting power of
all classes of Parent's voting stock. EDS is in the business of information
technology services and provides consulting, electronic business solutions,
business process management and systems and technology expertise to business and
government clients around the world. The principal executive offices of EDS are
located at 5400 Legacy Drive, Plano, Texas 75024, telephone no. 972-604-6000.
The name, business address and present principal occupation of
each of the directors and executive officers of the Reporting Persons and each
of the Stockholders are set forth on Schedule A to this Schedule 13D and
incorporated herein by reference. Except as otherwise set forth on Schedule A,
all directors and executive officers of the Reporting Persons
<PAGE> 7
Page 7 of 14 Pages
are citizens of the United States.
(d)-(e) During the last five years, none of the Reporting Persons nor, to the
best of their knowledge, any of their respective executive officers and
directors or any of the Stockholders (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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.
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 1,311,622 Shares (and any Shares they acquire prior
to termination of the Stockholders Agreement) to Purchaser, as follows: Matthew
M. Rizai, 467,639 Shares; Martin J. Vanderploeg, 378,026 Shares; and Jeff D.
Trom, 465,957 Shares; 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 the Offer is consummated within 60 days, based
upon information provided by the Company, the Stockholders own options that are
exercisable within 60 days of the date of this Schedule 13D for an aggregate
1,237,567 Shares as follows: Dr. Rizai, 604,289 Shares; Dr. Vanderploeg,
593,903 Shares; and Dr. 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.
<PAGE> 8
Page 8 of 14 Pages
Pursuant to the Stock Option Agreement and Stockholders Agreement and
to the extent deemed members of a group including the Stockholders, the
Reporting Persons may be deemed the beneficial owners 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.
Each Reporting Person disclaims beneficial ownership of the 4,951,640
Shares covered by this Schedule 13D pursuant to Rule 13d-4 of the Act.
(b) The Reporting Persons and the Stockholders 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, none of the Reporting Persons nor,
to the best of their knowledge, any of their respective executive officers and
directors or any of the Stockholders has 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 Persons do 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 they may be deemed to
beneficially own.
(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, none of the persons named in
Item 2 has 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.
<PAGE> 9
Page 9 of 14 Pages
Item 7. Material to Be Filed as Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
7.1 Offer to Purchase dated September 13, 2000, incorporated
herein by reference to Exhibit (a)(1)(A) to the Schedule TO
filed by Parent and Purchaser on 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, incorporated
herein by reference to Exhibit (d)(1) to the Schedule TO filed
by Parent and Purchaser on September 13, 2000.
7.4 Stock Option Agreement, dated as of September 5, 2000, by and
between Parent and the Company, incorporated herein by
reference to Exhibit (d)(2) to the Schedule TO filed by Parent
and Purchaser on September 13, 2000.
7.5 Stockholders Agreement, dated as of September 5, 2000, by and
among Parent, Purchaser and the Company stockholders parties
thereto, incorporated by reference to Exhibit (d)(3) to the
Schedule TO filed by Parent and Purchaser on September 13,
2000.
7.6 Intercompany Credit Agreement, dated as of January 1, 1998, by
and between Parent and Electronic Data Systems Corporation,
incorporated by reference to Exhibit (b)(1) to the Schedule TO
filed by Parent and Purchaser on September 13, 2000.
7.7 Amendment to Intercompany Credit Agreement, dated as of
September 1, 2000, by and between Parent and Electronic Data
Systems Corporation, incorporated by reference to Exhibit
(b)(2) to the Schedule TO filed by Parent and Purchaser on
September 13, 2000.
</TABLE>
<PAGE> 10
Page 10 of 14 Pages
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.
ELECTRONIC DATA SYSTEMS CORPORATION
By: /s/ D. Gilbert Friedlander
------------------------------------------
D. Gilbert Friedlander
Senior Vice President, General Counsel
and Secretary
UNIGRAPHICS SOLUTIONS INC.
By: /s/ Douglas E. Barnett
------------------------------------------
Douglas E. Barnett
Vice President, Chief Financial Officer
UGS ACQUISITION CORPORATION
By: /s/ Douglas E. Barnett
------------------------------------------
Douglas E. Barnett
President
Dated: September 15, 2000
<PAGE> 11
Page 11 of 14 Pages
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF EDS, PARENT AND PURCHASER AND STOCKHOLDERS
1. DIRECTORS AND EXECUTIVE OFFICERS OF EDS
The following table sets forth the name and present principal
occupation or employment of each director and executive officer of Electronic
Data Systems Corporation ("EDS"). The business address and telephone number of
each such person is c/o Electronic Data Systems Corporation, 5400 Legacy Drive,
Plano, Texas 75024, telephone no. 972-604-6000. Each person listed below is a
citizen of the United States.
<TABLE>
<CAPTION>
Name Principal Occupation or Employment
---- ----------------------------------
<S> <C>
James A. Baker, III Senior Partner of Baker Botts L.L.P. since March
1993 and a Senior Counselor of The Carlyle Group,
a merchant banking firm, since 1993. Mr. Baker has
been a director of EDS since June 1996.
Richard H. Brown Chairman and Chief Executive Officer of EDS since
January 1999.
Roger A. Enrico Chief Executive Officer of PepsiCo Inc. since
April 1996, Chairman of the Board since November
1996 and a director since 1987. Mr. Enrico has
been a director of EDS since February 2000.
William H. Gray, III President and Chief Executive Officer of The
College Fund/UNCF since September 1991. He has
been a director of EDS since February 1997.
Ray J. Groves Chairman of Legg Mason Merchant Banking, Inc.
since March 1995. Mr. Groves has been a director
of EDS since June 1996.
Jeffrey M. Heller President and Chief Operating Officer of EDS since
June 1996 and a director of EDS since 1983.
Ray L. Hunt Chairman of the Board, President and Chief
Executive Officer of Hunt Consolidated Inc. and
the Chairman of the Board and Chief Executive
Officer of Hunt Oil Company for more than five
years. He has been a director of EDS since June
1996.
C. Robert Kidder Chairman and Chief Executive Officer of Borden,
Inc. since January 1995. Mr. Kidder has been a
director of EDS since June 1996.
Judith Rodin President of the University of Pennsylvania, as
well as a professor of psychology and of medicine
and psychiatry at the university, since 1994. Dr.
Rodin has been a director of EDS since June 1996.
Paul J. Chiapparone Executive Vice President of EDS since June 1996.
He is a director of Unigraphics Solutions Inc.
James E. Daley Executive Vice President and Chief Financial
Officer of EDS since March 1999.
Douglas L. Frederick President of EDS' Information Solutions line of
business since July 1999.
</TABLE>
<PAGE> 12
Page 12 of 14 Pages
<TABLE>
<S> <C>
John McCain President of EDS' E.Solutions line of business
since August 1999.
Fred Steingraber Chairman and CEO of A.T. Kearney, the high-value
management consultancy which became a subsidiary
of EDS in August 1995.
Troy W. Todd Executive Vice President - Leadership and Change
Management of EDS since April 1999, with
responsibility for the company's corporate
communications, employee administration, executive
compensation, and professional and technical
development functions.
</TABLE>
2. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT.
The following table sets forth the name and present principal
occupation or employment of each director and executive officer of Parent
("UGS"). The business address and telephone number of each such person is c/o
Unigraphics Solutions Inc., 13736 Riverport Drive, Maryland Heights, Missouri
63043, telephone no. 314-344-5900. Except as otherwise disclosed below, each
person listed below is a citizen of the United States.
<TABLE>
<CAPTION>
Name Principal Occupation or Employment
---- ----------------------------------
<S> <C>
John A. Adams Mr. Adams has been Vice President and Corporate
Controller of EDS since August 1998. Mr. Adams is
a British citizen.
Anthony J. Affuso Mr. Affuso was appointed President and Chief
Executive Officer and Director of UGS on July 12,
2000.
Paul J. Chiapparone Mr. Chiapparone has been an Executive Vice
President of EDS since 1996. He has been director
of UGS since October 1999.
D. Gilbert Friedlander Mr. Friedlander has been Senior Vice President,
General Counsel and Corporate Secretary of EDS
since 1996. Mr. Friedlander has served as a
director of UGS since July 2000.
J. Davis Hamlin Mr. Hamlin retired from EDS as Senior Vice
President and director in June 1994. Mr. Hamlin
has served as a director of UGS since June 1998.
Jeffrey M. Heller Mr. Heller has been President and Chief Operating
Officer of EDS since June 1996. Mr. Heller has
served as Chairman of UGS since January 1999.
Leo J. Thomas Dr. Thomas retired in May 1996 from Eastman Kodak
Company, a manufacturer of imaging products. Dr.
Thomas has been a director of UGS since June 1998.
William P. Weber Mr. Weber served in various capacities with Texas
Instruments Incorporated from 1962 until his
retirement in April 1998. He has served as a
director of UGS since June 1998.
Douglas E. Barnett Mr. Barnett was appointed Vice President, Chief
Financial Officer of UGS on March 2, 1998 and was
appointed Treasurer of UGS on May 19, 1999.
Donald E. Davidson Mr. Davidson was appointed Vice President, Asia
Pacific of UGS on January 1, 1998.
</TABLE>
<PAGE> 13
Page 13 of 14 Pages
<TABLE>
<S> <C>
Michael L. Desmond Mr. Desmond was appointed Vice President, Human
Resources of UGS effective July 14, 1999.
James Duncan Mr. Duncan was appointed Vice President, Europe of
UGS on January 1, 1998. Mr. Duncan is a British
citizen.
Charles C. Grindstaff Mr. Grindstaff was appointed Vice President,
Products and Operations of UGS on July 12, 2000.
Dennis P. Kruse Mr. Kruse was appointed Vice President, Americas
of UGS on January 1, 1998. Mr. Kruse owns 4,000
Shares.
Robert F. Loss, III Mr. Loss was appointed Vice President, Chief
Information Officer of UGS on January 1, 1998.
Richard W. Schenk Mr. Schenk was appointed Vice President, Business
Planning and Communications of UGS on July 14,
1999. Mr. Schneck owns 1,000 Shares.
J. Randall Walti Mr. Walti was appointed General Counsel of UGS on
April 1, 1998 and was appointed Vice President and
Secretary of UGS effective May 19, 1999.
</TABLE>
3. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER.
The following table sets forth the name and present principal
occupation or employment of each director and executive officer of Purchaser.
The business address of each such person is c/o Unigraphics Solutions Inc.,
13736 Riverport Drive, Maryland Heights, Missouri 63043, telephone no.
314-344-5900. Each person listed below is a citizen of the United States.
<TABLE>
<CAPTION>
Name
----
<S> <C>
Douglas E. Barnett Mr. Barnett has served as President and a Director
of Purchaser since its incorporation in August
2000. See Part 2 of this Schedule A.
J. Randall Walti Mr. Walti has served as Secretary and a Director
of Purchaser since its incorporation in August
2000. See Part 2 of this Schedule A.
</TABLE>
4. STOCKHOLDERS.
The following table sets forth the present principal occupation or
employment of Matthew M. Rizai, Martin J. Vanderploeg and Jeffrey D. Trom. The
business address and telephone number of each such person is c/o Engineering
Animation, Inc. ("EAI"), 2321 North Loop Drive, Ames, Iowa 50010, telephone no.
515-296-9908. Each person listed below is a citizen of the United States.
<TABLE>
<CAPTION>
Name Principal Occupation or Employment
---- ----------------------------------
<S> <C>
Matthew M. Rizai Dr. Rizai has been Chairman, Chief Executive
Officer and a Director since joining EAI in June
1990. He has been Treasurer since November 1995.
</TABLE>
<PAGE> 14
Page 14 of 14 Pages
<TABLE>
<S> <C>
Martin J. Vanderploeg Dr. Vanderploeg co-founded EAI in 1988. He has
served as Executive Vice President since October
1993 and been a Director since 1988.
Jeffrey D. Trom Dr. Trom, a co-founder of EAI, has held the
position of Vice President since June 1990, and
Chief Technology Officer since November 1999.
</TABLE>
