INTERGRAPH Interoffice Memorandum
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Office of the Chairman
Date: April 21, 1994
To: Intergraph Employees
From: Jim Meadlock
Subject: Voting your Intergraph Shares for the 1994
Shareholders Meeting
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On behalf of the Board of Directors, I want to encourage you to
vote all of the shares that you own directly, through the Stock
Bonus Plan, or held by your broker. It is always important for
you to exercise your rights as a shareholder to influence the
affairs of the corporation, to which all of our futures are tied.
There are four proposals on this year's proxy statement, which
you should have already received (or will soon receive). The
proposals (as shown on the proxy card) and the Board's
recommendation are as follows:
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Proposal Board's Recommendation
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1. Election of Directors FOR
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2. Proposal to ratify the appointment of Ernst &
Young as the Company's auditors for the current
fiscal year. FOR
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3. Shareholder proposal that requests the bylaws of
the Company be amended so as to require that
each of the Company's directors possess voting
rights to at least 1% of the outstanding shares
of the Company's common stock. AGAINST
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4. Shareholder proposal that requests the Company's
shareholder rights plan be amended so as to not
interfere with any public tender offer which
treats all shareholders fairly. AGAINST
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I believe that approval of Proposals 3 and 4 would not be in the
best interest of shareholders. Proposal 3 requests that the by-
laws be amended to require that every member of the Board own or
control well over 400 thousand shares of stock. This proposal,
if implemented, would simply put Board membership out of the
reach of most individuals, and would make it difficult, if not
impossible, to attract and retain qualified persons to serve as
directors. Whether you vote for the current slate of Board
members or not, I urge you to vote against Proposal 3.
I also believe that Proposal 4 is not in the best interest of
shareholders. The Stockholder Rights Plan is designed to
encourage persons attempting to acquire a significant ownership
interest in the company to negotiate with the Board of Directors.
As a result, the Board is provided with sufficient negotiating
strength to better maximize value provided to the stockholders.
I believe that the Board of Directors is in the best position to
assess the adequacy and fairness of any offer, and Proposal 4
would restrain the flexibility of the Board to maximize the value
that can be achieved for all stockholders. Because of this
result and the uncertainty that the amendment would create as to
the Board's role in evaluating tender offers, I do not think that
this amendment benefits shareholders, and I urge you to vote
against it.
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