INTERGRAPH Interoffice Memorandum
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Office of the Chairman
Date: April 27, 1995
To: Intergraph Stock Bonus Plan Participants
From: Jim Meadlock
Subject: Voting your Intergraph Shares for the 1995
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 through the Stock Bonus Plan.
It is important for you to exercise your rights as a shareholder
to influence the affairs of the corporation.
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
recommendations 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 FOR
of Ernst & Young LLP as the
Company's auditors for the current
fiscal year.
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3.Proposal to approve the 1995 FOR
Intergraph Corporation Employee
Stock Purchase Plan.
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4.Shareholder proposal that requests AGAINST
that the Board of Directors amend
the Company's Shareholder Rights
Plan so that it does not interfere
with any public tender offer which
treats all shareholders fairly.
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I believe that approval of Proposal 4 would not be in the best
interests of shareholders. The Shareholder 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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