<PAGE> 1
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. 4)
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.
<TABLE>
<S> <C> <C> <C>
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)
</TABLE>
[ ] 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: [X]
<PAGE> 3
SCHEDULE TO/A
This Amendment No. 4 amends and supplements the Tender Offer Statement
on Schedule TO filed on September 13, 2000 (the "Original Schedule TO") 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, as amended, and in the related Letter of Transmittal
(which, together with any supplements or amendments, collectively constitute the
"Offer").
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 of the Schedule TO is hereby amended and supplemented by
including the following:
At midnight, Eastern time, on Wednesday, October 11, 2000, the Offer
expired. Approximately 10,904,281 Shares were tendered and not
withdrawn (including 330,839 Shares subject to guarantees of delivery)
pursuant to the Offer. Accordingly, the Minimum Condition has been met.
The tendered Shares represent approximately 90% of the currently
outstanding Shares. The tendered Shares (other than those subject to
guarantee of delivery) have been purchased in accordance with the terms
of the Offer. The information set forth in the Press Release issued by
Parent on October 12, 2000 announcing the expiration of the Offer and
the purchase of the Shares, a copy of which is filed as Exhibit
(a)(1)(L) hereto, is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by
including the following:
(a)(1)(L) Press release issued by Parent on October 12, 2000, announcing
the expiration of the Offer and the purchase of the Shares.
<PAGE> 4
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 12, 2000
<PAGE> 5
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.*
(a)(1)(K) Press release issued by Parent on October 11, 2000, announcing
the extension of the tender offer.*
(a)(1)(L) Press release issued by Parent on October 12, 2000, announcing
the expiration of the Offer and the purchase of the Shares.
(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
<PAGE> 6
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.*
(d)(4) Amendment to Agreement and Plan of Merger, dated as of October
11, 2000, by and among Parent, Purchaser and the Company.
(g) Not applicable.*
(h) Not applicable.*
* Previously filed.
