INTERGRAPH CORPORATION
Huntsville, Alabama 35894-0001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 13, 1999
TO THE SHAREHOLDERS OF INTERGRAPH CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of Intergraph Corporation (the "Company") will be held at the
Intergraph Auditorium, Building 15, Intergraph Way, Huntsville,
Alabama, on May 13, 1999, at 5:00 p.m. local time for the
following purposes:
1. To elect seven directors to the Board of Directors to serve
for the ensuing year and until their successors are duly
elected and qualified (designated as Proposal 1 in the
accompanying Proxy Statement).
2. To ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the current year
(designated as Proposal 2 in the accompanying Proxy
Statement).
3. To approve an amendment to the Intergraph Corporation 1997
Stock Option Plan which increases by 2,000,000 shares the
number of shares of common stock that may be issued pursuant
to the plan, to an aggregate total of 5,000,000 shares
(designated as Proposal 3 in the accompanying Proxy
Statement).
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The close of business on March 22, 1999, has been fixed as the
record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
A copy of the Annual Report to Shareholders for the year ended
December 31, 1998 is enclosed.
By Order of the Board of Directors
JOHN R. WYNN
Secretary
Huntsville, Alabama
April 6, 1999
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE IN ORDER THAT YOUR SHARES MAY BE REPRESENTED AT THE
MEETING. NO POSTAGE IS NEEDED IF MAILED IN THE UNITED STATES.
INTERGRAPH CORPORATION
HUNTSVILLE, ALABAMA 35894-0001
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board")
of Intergraph Corporation (the "Company"), to be voted at the
Annual Meeting of Shareholders to be held May 13, 1999, and at
any and all adjournments thereof (the "Meeting"). The form of
proxy permits specification, approval, disapproval or abstention
as to each of the three proposals. Proposals 1, 2, and 3 will be
presented at the Meeting by management. If the enclosed form of
proxy is properly executed, returned, and not revoked, it will be
voted in accordance with the specifications, if any, made by the
shareholder and, if specifications are not made, will be voted in
favor of Proposals 1, 2, and 3 set forth in the accompanying
Notice of Annual Meeting of Shareholders.
The cost of solicitation of proxies will be borne by the
Company. Proxies may be solicited by directors, officers, or
regular employees of the Company in person or by telephone or
mail. The Company may reimburse brokerage firms and others for
their expenses in forwarding solicitation material regarding the
Meeting to beneficial owners. On or about April 6, 1999, the
Company will commence mailing this Proxy Statement, the enclosed
form of proxy, and the attached Notice to holders of its common
stock.
Shareholders who sign proxies have the right to revoke them at
any time before they are voted by filing with the Secretary of
the Company either an instrument revoking the proxy or a duly
executed proxy bearing a later date, or by attending the Meeting
and voting in person.
The close of business on March 22, 1999 has been fixed as the
record date for the determination of shareholders entitled to
notice of and to vote at the Meeting.
GENERAL
A majority of the shareholders entitled to vote must be present
in person or be represented by proxy to constitute a quorum and
act upon the proposed business. Failure of a quorum to be
represented at the Meeting will necessitate an adjournment and
will subject the Company to additional expense.
All three proposals discussed in this Proxy Statement require
the affirmative vote of the holders of a majority of the
outstanding shares present and entitled to vote at the Meeting.
The Board of Directors recommends that you vote FOR each nominee
for director and FOR Proposals 2 and 3 presented in this Proxy
Statement.
Votes are counted by the Company's transfer agent. The
Company's certificate of incorporation and bylaws contain no
provisions concerning the treatment of abstentions and broker non-
votes. In accordance with Delaware law, abstentions will be
treated as votes which are not cast in favor of election of a
nominee or in favor of a proposal. Delaware law does not address
the treatment of broker non-votes. Broker non-votes will be
included in the determination of the presence of a quorum, but
will not be counted for purposes of determining whether a nominee
is elected or a proposal has been approved.
COMMON STOCK OUTSTANDING AND PRINCIPAL SHAREHOLDERS
As of January 31, 1999, there were outstanding 48,690,820
shares of the Company's common stock, $.10 par value (the "Common
Stock"). Holders of Common Stock are entitled to one vote per
share on all matters to be voted upon by shareholders.
The following table sets forth information as of January 31,
1999, as to:
(a) the only persons who were known by the Company to own
beneficially more than 5% of the outstanding Common Stock
of the Company,
(b) the shares of Common Stock beneficially owned by the
directors and nominees of the Company,
(c) the shares of Common Stock beneficially owned by James
W. Meadlock, Chairman of the Board and Chief Executive
Officer, who is also a nominee, and by the four most
highly compensated executive officers of the Company who
were serving as such at December 31, 1998 (collectively,
Mr. Meadlock and the four most highly compensated
executive officers are the "Named Executive Officers"),
and
(d) the shares of Common Stock beneficially owned by all
directors, nominees, and executive officers of the Company
as a group.
Number of Percentage of Total
Shares Beneficially Common Stock
Name (1) Owned (2) Outstanding (3)
-------------------------- ------------------- -------------------
Intergraph Corporation Stock
Bonus Plan Trust 5,253,706 (4) 10.8%
Trimark Financial Corporation 4,479,800 (5) 9.2%
Directors and Nominees
----------------------
James W. Meadlock 1,298,985 (6) 2.7%
Robert E. Thurber 425,158 (7) *
James F. Taylor Jr. 124,964 (8) *
Sidney L. McDonald 90,000 *
Larry J. Laster 22,947 (9) *
Thomas J. Lee 3,000 *
Keith H. Schonrock Jr. --- ---
Named Executive Officers
------------------------
Manfred Wittler 59,359 (10) *
Wade C. Patterson 43,052 (11) *
Klaas Borgers 7,500 (12) *
Stephen J. Phillips 5,000 (13) *
All directors, nominees, and
executive officers as a group
(23 persons), including the
foregoing directors, nominees,
and Named Executive Officers 2,973,567 (14) 6.1%
- -------------------
* Less than 1%
(1) The address of the Stock Bonus Plan Trust is c/o Boston Safe
Deposit and Trust Company, One Boston Place, Boston,
Massachusetts 02108. The address of Trimark Financial
Corporation is One First Canadian Place, Suite 5600, P.O. Box
487, Toronto, Ontario, Canada M5X 1E5.
(2) Unless otherwise noted, the indicated owner has sole voting
power and sole investment power.
(3) Shares issuable under immediately exercisable stock options
are considered outstanding for the purpose of calculating the
percentage of total outstanding Common Stock owned by
directors, executive officers, and by directors, nominees,
and executive officers as a group. Such shares are not
considered outstanding for the purpose of calculating the
percentage of total outstanding Common Stock owned by any
other person or group.
(4) Voting rights of the Common Stock held by the Stock Bonus
Plan Trust are passed through to participants in the Stock
Bonus Plan, which is a Company sponsored retirement plan
covering substantially all U.S. employees of the Company.
Vested participants in the Stock Bonus Plan have the right to
diversify one half of the Common Stock allocated to their
accounts. Vested participants at age 55 have the right to
diversify all of the Common Stock allocated to their
accounts. The Company has not made a contribution to the
Stock Bonus Plan since 1991.
(5) As set forth on a Schedule 13G/A dated February 12, 1999.
(6) This figure includes 197,787 shares allocated to Mr. Meadlock
under the Stock Bonus Plan and 483,951 shares owned jointly
by Mr. Meadlock and his wife, Nancy B. Meadlock, an Executive
Vice President of the Company, as to which voting and
investment powers are shared. This figure excludes 415,601
shares owned by Mrs. Meadlock and 122,513 shares allocated to
Mrs. Meadlock under the Stock Bonus Plan as to which Mr.
Meadlock expressly disclaims beneficial ownership.
(7) This figure includes 166,294 shares allocated to Mr. Thurber
under the Stock Bonus Plan and excludes 248,931 shares owned
by Mr. Thurber's wife and 18,826 shares held in trust for his
grandchildren as to which Mr. Thurber expressly disclaims
beneficial ownership.
(8) This figure includes 74,964 shares allocated to Mr. Taylor
under the Stock Bonus Plan.
(9) This figure consists of 19,900 shares owned jointly by Mr.
Laster and his wife as to which voting and investment powers
are shared and 3,047 shares allocated to Mr. Laster under the
Stock Bonus Plan.
(10) This figure includes 8,510 shares over which Mr. Wittler
holds immediately exercisable stock options.
(11) This figure includes 37,998 shares over which Mr.
Patterson holds immediately exercisable stock options and
1,068 shares allocated to Mr. Patterson under the Stock Bonus
Plan.
(12) This figure consists of 7,500 shares over which Mr.
Borgers holds immediately exercisable stock options.
(13) This figure consists of 5,000 shares over which Mr.
Phillips holds immediately exercisable stock options.
(14) This figure includes 698,710 shares allocated to such
persons under the Stock Bonus Plan and 100,258 shares over
which such persons hold immediately exercisable stock
options.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of members of the
Board at nine by resolution pursuant to authority granted in the
bylaws of the Company. The Board of Directors proposes that the
seven nominees listed below be elected as directors to serve
until the 2000 Annual Meeting of Shareholders and until their
successors are duly elected and qualified. Although the Company
has established the number of directors at nine, proxies may not
be voted for more than seven persons. It is the desire of the
Board of Directors that the Board have the option of selecting
two additional directors to serve on the Board prior to the
election of directors at the 2000 Annual Meeting of Shareholders.
It is the intention of the persons named in the proxy to vote
the proxies for the election of the nominees listed below, all of
whom are presently directors of the Company. If any nominee
should become unavailable to serve as a director for any reason
(which is not anticipated), the persons named as proxies reserve
full discretion to vote for such other person or persons as may
be nominated.
The nominees for director, together with certain information
regarding them, are as follows:
Director of
Name and Age Positions/Offices with Company Company Since
------------------- -------------------------------- ------------
James W. Meadlock (65) Chairman of the Board and Chief 1969
Executive Officer
Robert E. Thurber (58) Executive Vice President and Director 1972
James F. Taylor Jr. (54) Executive Vice President and Director, 1973
Intergraph Corporation and Chief
Executive Officer, Intergraph Public
Safety, Inc.
Sidney L. McDonald (60) Director 1997
Larry J. Laster (47) Director 1987
Thomas J. Lee (63) Director 1997
Keith H. Schonrock Jr.(58) Director 1972
Mr. Meadlock and Mr. Thurber are principally employed by the
Company in the positions set forth above and have been
principally employed by the Company for the past five years. Mr.
Taylor joined the Company in 1969, retired as an Executive Vice
President of the Company in 1992, and returned to full-time
employment with the Company in January 1995.
Mr. McDonald serves as President of Brindlee Mountain Telephone
Company, a company providing local telephone services in north
Alabama, and has served in that capacity since 1961. Mr.
McDonald is a founder of Deltacom Long Distance Services, Inc.
and served as its CEO from 1984 through 1996. He also served as
the CEO of Marshall Cellular, a cellular telephone service
company, from 1988 through 1996 and of Southern Interexchange
Services, a fiber optic telecommunications network, from 1990
through 1996. Mr. McDonald has served in the Alabama Legislature
and as Finance Director for the State of Alabama.
Mr. Laster joined the Company in 1981 and served as Executive
Vice President and Chief Financial Officer from February 1987
through February 1998, at which time he resigned from the Company
to serve as Chief Operating Officer of Computerizing, Inc., a
privately owned company specializing in the development, sale and
support of business systems for the petroleum distribution and
convenience store industries. In June 1998 Intergraph Public
Safety, Inc., a wholly-owned subsidiary of the Company, named Mr.
Laster as its Chief Financial Officer.
Mr. Lee is a founder of Lee and Associates, an engineering
services firm specializing in guided missile systems, and has
served as its President since January 1997. He was employed for
thirty six years by NASA, and was the Director of the George C.
Marshall Space Flight Center from June 1989 through January 1994.
Mr. Lee served as Special Assistant to the NASA Administrator for
Access to Space from January 1994 through March 1995. Mr. Lee is
a registered professional engineer and is a member of numerous
advisory boards and committees within his field.
Mr. Schonrock is a founder of the Company and served in a
variety of engineering positions. At his retirement in 1987, he
was an Executive Vice President of the Company.
BOARD COMMITTEES AND ATTENDANCE
The Board of Directors and its Audit Committee meet
periodically as meetings are deemed required. During the year
ended December 31, 1998, the Board of Directors held thirteen
meetings and the Audit Committee held seven meetings. All of the
directors were present for 75% or more of the aggregate Board and
Audit Committee meetings.
The Audit Committee consists of Mr. McDonald, Mr. Lee, and Mr.
Schonrock. The purpose of the Audit Committee is to oversee the
system of internal accounting control and the internal audit
function, and to ensure the objectivity of the independent audit.
The Company does not have a nominating committee or
compensation committee.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers, directors, and persons who own more than
ten percent of a registered class of the Company's equity
securities, if any, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC) and
The Nasdaq Stock Market, Inc. Officers, directors, and greater
than ten percent shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on review of the copies of such forms and any
amendments thereto furnished to the Company, or written
representations that no forms were required, the Company believes
that during the year ended December 31, 1998, all Section 16(a)
filing requirements applicable to its officers, directors, and
greater than ten percent beneficial owners were met, except that
James F. Taylor Jr., an Executive Vice President and Director of
the Company, filed one late report covering two transactions.
EXECUTIVE COMPENSATION
Information relating to compensation of certain executive
officers of the Company, the policies and practices of the
Company relative to executive compensation, and the performance
of the Company's stock are presented in this section. This
information consists of a summary compensation table, information
on stock option grants, exercises, and year end values, director
compensation, information on employment contracts, a report on
executive compensation from the Board of Directors, and a graph
depicting the five year performance of the Company's stock
against the performance of a peer group of companies and the
Standard & Poor's 500 Stock Index.
Summary Compensation Table
The following table summarizes for the last three years the
compensation of the Chairman and Chief Executive Officer and the
four most highly compensated executive officers who were serving
as such at December 31, 1998.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
---------------------------------- ------------
Name and Other Securities All Other
Principal Annual Underlying Compensation
Position Year Salary($) Bonus($) Compensation($) Options(#) ($)
- --------------------- ---- --------- -------- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
James W. Meadlock (1) (8)
Chairman and Chief
Executive Officer (2) 1998 $300,000 --- --- --- $11,340
1997 $300,000 --- --- --- $ 6,357
1996 $300,000 --- --- --- $ 6,379
Manfred Wittler, Executive
Vice President (3)(7) 1998 $248,529 $194,751 $48,653 --- $12,348
1997 $243,843 $ 82,659 $50,645 --- $12,512
1996 $268,333 $ 95,483 $57,175 --- $13,400
Wade C. Patterson,
Executive Vice President,
and Chief Executive
Officer and President,
Intergraph Computer
Systems (4) 1998 $275,000 $ 45,368 --- --- $ 4,880
1997 $226,928 $250,000 --- --- $ 4,591
1996 $156,000 --- --- 84,018 $ 3,937
Stephen J. Phillips,
Executive Vice
President (5) 1998 $249,170 --- --- 30,000 $ 8,163
1997 $228,280 --- --- --- $ 8,221
1996 $228,280 --- --- --- $ 6,933
Klaas Borgers, Executive
Vice President(6)(7) 1998 $225,678 $ 17,344 --- --- $17,822
1997 $173,132 --- $22,175 15,000 $15,265
</TABLE>
(1) "Other Annual Compensation" for each of the named executives
does not include the value of certain personal benefits, if
any, furnished by the Company or for which it reimburses the
named executives, including the use of corporate vehicles,
unless the value of such benefits in total exceeds the lesser
of $50,000 or 10% of the total annual salary and bonus
reported in the above table for the named executive.
(2) "All Other Compensation" for Mr. Meadlock consists of the
following:
1998 1997 1996
------- ------- -------
Retirement plans contribution $ --- $ 39 $ 61
Term life insurance * 11,340 6,318 6,318
------- ------- -------
Total $11,340 $ 6,357 $ 6,379
======= ======= =======
(3) "Other Annual Compensation" for Mr. Wittler consists of
the following:
1998 1997 1996
------- ------- -------
Housing allowance $31,212 $31,788 $36,425
Use of corporate vehicle 11,380 12,703 13,649
Other 6,061 6,154 7,101
------- ------- -------
Total $48,653 $50,645 $57,175
======= ======= =======
"All Other Compensation" for Mr. Wittler consists of the
following:
1998 1997 1996
------- ------- -------
Retirement plans contribution $ 9,148 $ 9,306 $10,733
Health insurance premiums 3,200 3,206 2,667
------- ------- -------
Total $12,348 $12,512 $13,400
======= ======= =======
(4) "All Other Compensation" for Mr. Patterson consists of the
following:
1998 1997 1996
------- ------- -------
Retirement plans contribution $ 4,286 $ 4,129 $ 3,669
Term life insurance * 594 462 268
------- ------- -------
Total $ 4,880 $ 4,591 $ 3,937
======= ======= =======
(5) "All Other Compensation" for Mr. Phillips consists of the
following:
1998 1997 1996
------- ------- -------
Retirement plans contribution $ 4,500 $ 4,558 $ 4,589
Term life insurance * 3,663 3,663 2,344
------- ------- -------
Total $ 8,163 $ 8,221 $ 6,933
======= ======= =======
(6) Mr. Borgers first became an executive officer of the Company
in September 1997. "Other Annual Compensation" for Mr.
Borgers in 1997 included $17,560 for use of a corporate
vehicle.
"All Other Compensation" for Mr. Borgers consists of the
following:
1998 1997
------- -------
Retirement plans contribution $17,049 $14,615
Health insurance premiums 773 650
------- -------
Total $17,822 $15,265
======= =======
(7) Mr. Wittler and Mr. Borgers are paid primarily in
European currencies which fluctuate in value against the U.S.
dollar.
(8) "Long-Term Compensation" excludes options granted to Mr.
Patterson and Mr. Borgers to purchase stock of Intergraph
Computer Systems (ICS), a wholly-owned subsidiary of the
Company. During 1998, Mr. Patterson and Mr. Borgers each were
granted options to purchase 100,000 shares of ICS stock at a
price of $2 per share, subject to optionee representation that
any shares acquired pursuant to the options are acquired for
investment purposes and not with a present view for
distribution or resale. The Company is unable to value the
options issued under the ICS plan as there are currently no
plans to issue or register stock for this subsidiary. During
1998, options to purchase a total of 4,368,000 shares of ICS
stock were granted to ICS employees (representing
approximately 10% ownership of ICS on a fully diluted basis),
including the options on the total of 200,000 shares granted
to these Named Executive Officers. All ICS option grants to
date are unvested and will remain so until February 2000, at
which time ratable vesting will occur over a four year period.
Mr. Patterson and Mr. Borgers both serve on the administrative
committee of the ICS option plan, along with James W.
Meadlock, Keith H. Schonrock Jr., and James F. Taylor Jr., all
three of which are members of the Intergraph Corporation Board
of Directors.
* Premium payments for term life insurance were not made to split-
dollar insurance arrangements.
Stock Option Grants, Exercises and Year End Values
Grants. The Company from time to time awards stock options to
key employees, including executive officers, pursuant to a stock
option plan approved by the shareholders of the Company. Members
of the Plan's administrative committee, which include James W.
Meadlock, Chairman and Chief Executive Officer, are eligible to
receive options under the Plan as amended in 1997.
The following table sets forth information concerning options
granted during the year ended December 31, 1998 to the Named
Executive Officers under the plan.
OPTION GRANTS (1)
- -----------------------------------------------------------------
Number of Percent of
Securities Total Options
Underlying Granted to Grant Date
Options Employees Exercise Expiration Present
Name Granted (#) This Year Price ($/Share) Date Value($)(2)
- ----------- ----------- ----------- --------------- ---------- -----------
Stephen J.
Phillips,
Executive
Vice
President 30,000 1.7% $5.375 10/20/2008 $71,333
(1) Options were granted at fair market value on the date of
grant under the Company's incentive stock option plan. Fair
market value is determined as the closing sale price of the
Company's stock as reported on The Nasdaq Stock Market.
Options become exercisable two years from the date of grant at
a rate at 25% per year, with full vesting at the fifth
anniversary of the grant date. Options were granted for a
term of ten years from the date of grant.
(2) The present value of options at the date of grant was
determined using the Black-Scholes option pricing model.
Estimated values determined using this model are based on the
market value of the stock on the date of grant, the exercise
price of the option, and on assumptions as to risk free rate
of return, volatility of the Company's stock price, and
expected term of the option. Dividend yield is excluded from
the calculation since it is the present policy of the Company
to retain all earnings to finance operations. Risk free rate
of return is based on quoted yields at grant date for U.S.
Treasury zero-coupon bonds with a term equal to the expected
option term. Stock price volatility is based on weekly
changes in the Company's stock price for the five-year period
preceding the month the option was granted. The expected
term of the option is based on the weighted average of vested
option amounts at each vesting date plus the expected days to
exercise. The expected days to exercise is the number of days
from vesting date to exercise date determined by using actual
exercise data for the Company's options.
The actual value, if any, an executive may realize from
exercise of stock options will be determined based on the
excess of stock price over exercise price on the date the
option is exercised. There is no assurance that the value
realized by an executive will be at or near the value
estimated by the Black-Scholes model, or that any value will
be realized.
Exercises. There were no options exercised by any of the Named
Executive Officers during the year ended December 31, 1998.
Year End Values. The following table sets forth values as of
December 31, 1998 for stock options held by the Named Executive
Officers under the Plan.
YEAR END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Year End (#) at Year End($)
---------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ----------------- ----------- ------------- ----------- -------------
Manfred Wittler,
Executive Vice
President 8,510 --- --- ---
Wade C. Patterson,
Executive Vice
President, and
Chief Executive
Officer and
President,
Intergraph Computer
Systems 37,998 62,002 --- ---
Stephen J. Phillips,
Executive Vice
President 5,000 35,000 --- $11,250
Klaas Borgers,
Executive Vice
President 7,500 17,500 --- ---
The value of unexercised in-the-money options is determined as
the excess of the closing sale price of the Company's common
stock as reported on the Nasdaq Stock Market on December 31, 1998
over the exercise price of the options held by the Named
Executive Officer.
Compensation of Directors
Directors who are also employees of the Company do not receive
additional compensation for their services as directors.
Effective July 1, 1997, nonemployee directors receive annual
compensation of $20,000, payable in quarterly installments.
Nonemployee directors serving prior to 1997 have the option to
receive medical insurance coverage with a reduction of their
directors' fees equal to the cost of the coverage. Mr. Lee, Mr.
McDonald, and Mr. Schonrock each received $20,000 in compensation
for their services as directors during 1998, and Mr. Laster
received $5,000 in compensation for the period in 1998 during
which he was not employed by the Company or by Intergraph Public
Safety, Inc.
The Intergraph Corporation Nonemployee Director Stock Option
Plan was approved at the 1998 Annual Shareholders' Meeting. Upon
approval of this plan, members of the Company's Board of
Directors who were not otherwise employed by the Company were
granted options to purchase 3,000 shares of the Company's common
stock. Any new nonemployee director will be granted an option to
purchase 3,000 shares of the Company's common stock upon his or
her first election to the Board. At each annual meeting of
shareholders thereafter, each nonemployee director re-elected to
the Board will also be granted an option to purchase 1,500 shares
of the Company's common stock. The exercise price of each option
granted is the fair market value on the date of grant. Options
are not exercisable prior to one year from the date of grant or
later than ten years after the date of grant. In May 1998, Mr.
Laster, Mr. Lee, Mr. McDonald, and Mr. Schonrock were each
granted options to purchase 3,000 shares of the Company's common
stock under this plan.
Employment Contracts
Mr. Wittler holds employment contracts with the U.S. parent
company and with three of the Company's international business
entities. The contracts provide Mr. Wittler a fixed base salary,
certain expense allowances for housing, a vehicle, and other
personal expense items, and annual incentive bonus payments for
achievement and overachievement of certain sales order, revenue,
and profitability goals of the Company's operations in Europe,
Canada, and Latin America. The contracts are open ended but may
be terminated by either party with six months written
notification. The contracts provide for six months severance pay
in the event of involuntary termination of employment, and for
relocation of Mr. Wittler at the Company's expense in the event
of voluntary termination of employment. Should the contracts be
terminated by either of the parties, Mr. Wittler is obligated to
refrain from direct competition with the Company and its
affiliates for a period of six months following termination,
provided the Company has met its severance pay obligation as
described above.
Mr. Patterson holds an employment contract with the U.S. parent
company. The contract provides Mr. Patterson a fixed base salary
with fixed annual increases and a fixed annual bonus in 1997,
with subsequent quarterly bonuses based on revenues and net
income of Intergraph Computer Systems, a wholly-owned subsidiary
of the Company. The contract provides for severance pay of
$500,000 if the Company fails, upon expiration of the contract on
December 31, 2002, to renew Mr. Patterson's contract with terms
at least as favorable as in the current contract. The contract
further provides Mr. Patterson with $2,000,000 in severance pay
in the event the Company materially breaches the employment
contract, the Company's cash and cash equivalents fall below
$25,000,000, or a change of control event occurs. Should the
contract be terminated by either party, Mr. Patterson cannot, for
a period of one year from the date of contract termination, take
employment with or act as a consultant to any competitor of the
Company in the United States in any technical field in which the
Company has a business interest. In November 1998, Mr.
Patterson's contract was amended to extend to him the option to
terminate the contract on or after December 31, 1999 and to
entitle him to a $2,000,000 payment within 30 days following
written notice of such termination. Termination of the
employment contract does not constitute termination of Mr.
Patterson's employment with the Company, which may continue at
the option of the Company on an employment at will basis.
In addition to compensation received from the U.S. parent
company, Mr. Borgers holds an employment contract with one of the
Company's international business entities. The contract provides
Mr. Borgers a fixed base salary and allowances for a vehicle and
other personal expense items. The contract is open ended, but
will be terminated on the last day of the month during which Mr.
Borgers becomes eligible for a pension or retirement. In
addition, the contract may be voluntarily terminated by either
party with two months written notification. In the event of
involuntary termination of employment, Mr. Borgers would be
entitled to severance benefits in accordance with Dutch Law.
Compensation Committee Interlocks and Insider Participation
The Company does not have a compensation committee or other
committee of the Board of Directors performing equivalent
functions. Mr. Meadlock's compensation is determined by the
Board, excluding Mr. Meadlock. During the year ended December
31, 1998, the Board held no deliberations regarding the
compensation of Mr. Meadlock. The Board has delegated
responsibility for determination of the compensation of all other
executive officers to Mr. Meadlock. The Administrative Committee
of the Company's stock option plan (the "Administrative
Committee"), which is appointed by and comprised of all current
members of the Board of Directors, may award both incentive stock
options and nonqualified stock options to executive officers and
other key employees. During the year ended December 31, 1998,
the Administrative Committee awarded options for a total of
1,733,000 shares of the Company's common stock. Of this total,
options for 267,000 shares were awarded to directors and
executive officers of the Company, including 12,000 granted under
the Nonemployee Director Stock Option Plan, 20,000 granted to
Larry J. Laster, a director of the Company, 20,000 granted to
James F. Taylor Jr., a director and executive officer of the
Company, and 30,000 granted to Stephen J. Phillips, one of the
Named Executive Officers.
During the year ended December 31, 1998, no executive officer
of the Company served as a director or as a member of the
compensation committee, or committee performing equivalent
functions, of another business entity.
Board of Directors' Report on Executive Compensation
Executive Officer Compensation. The Chairman and Chief
Executive Officer (CEO) subjectively determines the compensation
of all other executive officers of the Company based on the
authority and discretion granted him by the Board of Directors.
There are no standard performance factors, either corporate or
directly applicable to the executive whose salary is being
considered, that serve as specific measures of performance in the
CEO's determination of executive salaries. In arriving at his
decision, the CEO may form a subjective judgment as to the
executive's overall contribution to the Company, consider his or
her level of experience, and subjectively consider the Company's
overall financial performance. Relative weights are not formally
assigned to these factors, but some factors, particularly the
Company's financial performance as measured by revenue and
earnings, may be subjectively considered more important than
others in arriving at compensation for individual executive
officers. Specific quantifiable performance objectives are not
used in determining the individual's contribution to the Company,
with the exception of sales personnel, who are assigned sales
dollar goals. Evaluation of executives whose principal duties
are technical in nature is based principally on the CEO's
subjective judgment of the technical design and timeliness of
development of new products. Salaries for executives performing
administrative functions are based primarily on a subjective
determination of contribution to the Company by the CEO. The CEO
has a general awareness of industry compensation practices by
virtue of his experience and position in the industry, but
specific industry or competitor compensation data (including that
of the peer group of companies in the performance graph following
this report) is not utilized.
There is no formal bonus plan for executive officers, but
exceptional individual performance, as subjectively determined by
the CEO, has occasionally been rewarded by a cash bonus at the
discretion of the CEO. Overall corporate performance neither
guarantees nor precludes the award of bonuses, but may influence
the amount of such bonuses. Sales executives are paid a base
salary that approximates 70% of the executives' total potential
annual compensation. The base salary amount may be supplemented
in amounts up to an additional 30% of total potential
compensation if certain order and revenue objectives are met.
The occurrence and amount of bonus awards are not based on
standard criteria or quantifiable performance factors applicable
either to the individual or the financial performance of the
Company.
The granting of stock options to purchase shares of the
Company's stock over a ten-year period at a specified price is
the primary means of providing long-term incentive to executive
officers to perform in a manner that benefits themselves, the
Company, and the Company's shareholders. There are no standard
performance factors, applicable to either the individual and his
or her job performance or the financial performance of the
Company, utilized in the option award decisions of the
Administrative Committee. Decisions to award stock options are
based upon subjective evaluations of job performance and expected
contribution to the Company. Stock options may also be used to
attract new employees. Previous option awards are considered
when awarding new options. With respect to incentive stock
options, such options may not exceed the amounts permitted under
applicable Internal Revenue Code provisions.
The Company at times enters into short-term employment
agreements with key executives that specify the terms of
employment, including compensation arrangements. The agreements
generally provide for employment at will but may also provide for
severance payments under certain circumstances excluding
termination for cause. Under most circumstances, such severance
amounts do not exceed the balance of compensation due for the
remaining unfulfilled term of the agreement. Executives without
employment agreements terminated through a workforce reduction or
job elimination receive severance pay based on years of service
up to a maximum of twenty-six weeks pay under a Company policy
applicable to all employees.
CEO Compensation. The compensation of the Chairman and CEO is
determined by the other members of the Board of Directors. The
Board does not regularly deliberate the compensation of the CEO,
and the CEO has not been awarded a salary increase or bonus since
1989. There are no standard corporate or individual performance
factors utilized by the Board in evaluation of CEO compensation.
The Board believes that, because of Mr. Meadlock's large
beneficial holding of Company stock, the interests of Mr.
Meadlock are aligned with those of the Company's other
shareholders, making salary less a factor than return on the
Company's common stock in evaluation of CEO compensation.
The above report on executive compensation is given by the
Company's Board of Directors and the Administrative Committee of
its stock option plan.
Board of Directors and James W. Meadlock
Administrative Committee, Robert E. Thurber
Stock Option Plan: James F. Taylor Jr.
Sidney L. McDonald
Larry J. Laster
Thomas J. Lee
Keith H. Schonrock Jr.
Performance Graph
The following graph sets forth, for the five year period ended
December 31, 1998, a comparison of the cumulative total
shareholder return to the Company's shareholders with that of a
group of peer companies and that of the Standard & Poor's 500
Stock Index. The Company considers its peer group to be the top
five U.S. companies in the computer-aided-design (CAD) industry
and the top five U.S. computer workstation manufacturing
companies, measured in terms of sales, for which financial
information is publicly available. Sales figures are those as
reported for 1997 by Dataquest, Incorporated, a leading market
research firm in the computer industry. The composition of the
peer group may change annually due to changes in revenues of
companies in the industry. In addition, the number of companies
comprising the peer group may total less than ten, since it is
possible that some competitors appear in the top five rankings
for both sales to the CAD industry and workstation revenues. The
Company's current year peer group consists of IBM, Hewlett-
Packard Corp., Compaq Computer Corp., Cadence Design Systems,
Inc., Sun Microsystems, Inc., and Silicon Graphics, Inc. The
composition of the peer group has changed from the presentation
in last year's Proxy Statement. Silicon Graphics, Inc., although
remaining in the peer group as one of the top five U.S.
workstation manufacturers, was replaced in the Dataquest top five
U.S. CAD companies by Cadence Design Systems, Inc. based on 1997
revenues. Additionally, Digital Equipment Corp., one of the top
five U.S. CAD companies and top five U.S. workstation
manufacturers in both 1996 and 1997, was acquired by Compaq
Computer Corp. in June 1998 and has accordingly been replaced by
Compaq in the peer group. Dataquest ranks the Company number
four among U.S. CAD companies and number eight among U.S.
workstation manufacturers based on 1997 revenues.
Total shareholder return for the peer group, the Standard &
Poor's 500, and the Company was determined by adding a) the
cumulative amount of dividends for a given year, assuming
dividend reinvestment, and b) the difference between the share
price at the beginning and at the end of the year, the sum of
which was then divided by the share price at the beginning of
such year. The graph assumes $100 was invested on December 31,
1993 in the peer group, in the Standard & Poor's 500 companies,
and in the Company.
Comparative Five-Year Total Returns
Peer Group, Standard & Poor's 500 Stock Index,
and Intergraph Corporation (INGR)
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
Peer Group $100 $133 $190 $271 $378 $582
S&P 500 $100 $101 $139 $171 $229 $294
INGR $100 $ 76 $148 $ 96 $ 94 $ 54
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Ernst &
Young LLP as the Company's independent auditors to audit the
financial statements of the Company and to perform other
accounting services if appropriate, for the year ending December
31, 1999. Such appointment will be presented to the shareholders
for ratification at the Meeting. If the shareholders do not
ratify the appointment, the selection of another firm will be
considered by the Board. A representative of Ernst & Young LLP
is expected to be present at the Meeting to respond to questions
from shareholders and will be given the opportunity to make a
statement if so desired.
The Board of Directors recommends a vote FOR Proposal 2.
PROPOSAL 3
APPROVAL OF AMENDMENT ONE TO THE INTERGRAPH CORPORATION
1997 STOCK OPTION PLAN
The Intergraph Corporation 1997 Stock Option Plan (the "1997
Plan") was approved by shareholders in May 1997. Under the 1997
Plan, the Company reserved a total of 3,000,000 shares of common
stock to grant as options to key employees. As of December 31,
1998, 741,250 shares were available for future grants under the
May 1997 authorization. The 1997 Plan will expire May 31, 2002.
On January 11, 1999, the Board of Directors authorized an
amendment (the "Amendment") to the 1997 Plan to increase by
2,000,000 shares the number of shares which may be issued
pursuant to option exercises under the 1997 Plan, to an aggregate
total of 5,000,000 shares of Common Stock. If adopted by the
shareholders, the Amendment will take effect on the date of
shareholder approval. A copy of the Amendment to the 1997 Plan
is attached to this Proxy Statement as Exhibit "A". If the
Amendment is not approved, the Company will have a limited number
of shares available for grants to its key employees. The Board
of Directors believes approval of the Amendment is in the best
interests of the Company.
Current Plan Features
The 1997 Plan is administered by a committee (the "Committee")
which may be composed of either the entire Board of Directors or
a committee of the Board of Directors that is composed solely of
two or more Non-Employee Directors. For this purpose, the term
"Non-Employee Director" means a person who is a member of the
Company's Board of Directors who (a) is not currently an officer
or employee of the Company or any parent or subsidiary of the
Company, (b) does not directly or indirectly receive compensation
for serving as a consultant or in any other non-director capacity
from the Company or any parent or subsidiary of the Company that
exceeds the dollar amount for which disclosure would be required
pursuant to Item 404(a) of Regulation S-K promulgated under the
Securities Act of 1933 and the Securities Exchange Act of 1934
("Regulation S-K"), (c) does not possess an interest in any other
transaction with the Company or any parent or subsidiary of the
Company for which disclosure would be required pursuant to Item
404(a) of Regulation S-K, and (d) is not engaged in a business
relationship with the Company or any parent or subsidiary of the
Company which would be disclosable under Item 404(b) of
Regulation S-K. In the event the Committee is composed of two or
more Non-Employee Directors, the Board of Directors may from time
to time remove members from, add members to, and fill vacancies
on, the Committee. As of the date of this Proxy Statement, the
Committee is composed of the entire Board of Directors.
The 1997 Plan permits the Committee to grant both incentive
stock options ("Incentive Options"), as defined by Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and
options which do not qualify as Incentive Options ("Non-Statutory
Options"). The Committee may not amend or adjust an Incentive
Option in any manner that causes the Incentive Option to fail to
continue to qualify as an Incentive Option.
The stock subject to options consists of shares of the
Company's authorized but unissued or reacquired ten cent ($.10)
par value common stock ("Common Stock"). Under the 1997 Plan the
Committee may, in its discretion, commit up to 3,000,000 shares
of the Company's Common Stock (subject to adjustment in the event
of stock dividends, stock splits, and stock consolidations of the
Common Stock, or any other increase or decrease in the number of
shares effected without receipt of consideration by the Company)
to options. The closing sale price of the Common Stock on
February 26, 1999, was $5.53 per share.
Options may be granted pursuant to the 1997 Plan from June 1,
1997 through May 31, 2002, to key employees (including executive
officers, members of the Committee, and employee directors) of
the Company and its subsidiaries. The Committee has the
discretion to designate option recipients and the number of
options to be granted to each. In selecting the individuals to
whom options shall be granted, as well as determining the number
of shares subject to each option, the Committee shall weigh the
position and responsibility of the individual being considered,
the nature of his or her services, his or her present and
potential contributions to the Company, and such other factors as
the Committee deems relevant to accomplish the purposes of the
1997 Plan. No Incentive Option may be granted to an employee
who, immediately after such Incentive Option is granted, owns or
has rights to stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company,
unless such Incentive Option is granted at a price which is at
least 110% of the Fair Market Value (as defined below) of the
stock subject to the Incentive Option, and such Incentive Option
by its terms is not exercisable after the expiration of five (5)
years from the date such Incentive Option is granted.
A recipient of an Incentive Option will be required to pay for
shares received pursuant to the exercise of an Incentive Option
not less than 100% of the Fair Market Value (as defined below) of
such shares on the date the Incentive Option is granted. A
recipient of a Non-Statutory Option will be required to pay for
shares received pursuant to the exercise of a Non-Statutory
Option not less than the par value of the shares (not less than
$.10 per share). Subject to the restrictions imposed by the 1997
Plan, the price of shares obtainable pursuant to the exercise of
both Incentive Options and Non-Statutory Options will be
established by the Committee in its sole discretion.
The Fair Market Value of optioned shares is the closing sale
price of the Common Stock as reported on the Nasdaq National
Market, or the mean between the highest and lowest per share
sales price should the stock be listed on an exchange, on a given
day, or if such stock is not traded on that day, then on the next
preceding day on which such stock was traded ("Fair Market
Value"). The aggregate Fair Market Value (determined at the time
the option is granted) of the Common Stock with respect to which
Incentive Options are exercisable for the first time by an option
recipient during any calendar year (under all such plans of the
Company and its subsidiaries) may not exceed $100,000. If any
single employee should be granted an Incentive Option which,
together with other applicable prior Incentive Option grants,
exceeds such maximum, the Incentive Option will be null and void
to the extent of such excess.
No option is exercisable, either in whole or in part, prior to
twenty-four (24) months from the date it is granted, and in no
event is an option exercisable after the expiration of ten (10)
years from the date it is granted. Up to one-fourth of the total
shares granted under the option may be purchased in each of the
following installment periods, each beginning from the date the
option is granted: (1) after twenty-four months; (2) after
thirty-six months; (3) after forty-eight months, and (4) after
sixty months. Option recipients may accumulate installments not
yet exercised, which may be exercised in whole or in part in any
subsequent period but not later than ten years from the date the
option is granted. An option is exercisable only by the option
recipient and may not be assigned or transferred by the option
recipient other than by will or the laws of descent and
distribution.
The option recipient may pay the option exercise price in cash,
by means of unrestricted shares of the Company's Common Stock, or
in any combination thereof. The option recipient must pay for
shares received pursuant to an option exercise on or before the
date of delivery of the shares to the option recipient. Subject
to the requirements of rules promulgated by the Securities and
Exchange Commission and Regulation T promulgated by the Federal
Reserve Board, the Committee, in its sole discretion, may
establish procedures whereby an option recipient may exercise an
option or a portion thereof without making a direct payment of
the option price to the Company. If the Committee so elects to
establish a cashless exercise program, the Committee shall
determine, in its sole discretion, and from time to time, such
administrative procedures and policies as it deems appropriate
and such procedures and policies shall be binding on any option
recipient utilizing the cashless exercise program. Payment in
currency or by check, bank draft, cashier's check, or postal
money order shall be considered payment in cash. In the event of
payment in the Company's Common Stock, the shares used in payment
of the purchase price shall be taken at the Fair Market Value of
such shares on the date they are tendered to the Company.
The Board of Directors may, insofar as permitted by law, from
time to time, with respect to any shares at the time not subject
to options, suspend or discontinue the 1997 Plan or revise or
amend it in any respect whatsoever. Without approval of the
shareholders, however, no such revision or amendment shall change
the number of shares subject to the 1997 Plan, change the
designation of the class of employees eligible to receive
options, decrease the price at which Incentive Options may be
granted, or remove the administration of the 1997 Plan from the
Committee.
Federal Income Tax Consequences
To be entitled to the tax advantages associated with Incentive
Options, an option recipient must (i) not dispose of the stock
within two years after the Incentive Option is granted and hold
the stock itself for at least one year after such shares have
been transferred to him following the consummation of his
purchase, and (ii) remain in the continuous employ of the
Company, its subsidiaries, or both at all times from the date of
the grant to the date three months prior to the date the
Incentive Option is exercised. Under such circumstances, for
federal income tax purposes, no income to the employee, and no
deduction to the Company, will result from either the issuance or
exercise of the Incentive Option, except that the difference
between the exercise price and the Fair Market Value of the stock
on the date of exercise constitutes a tax preference to the
employee for purposes of the alternative minimum tax. When the
stock is sold or exchanged, the amount by which the value of the
stock at the time of its disposition exceeds the option price
will, if such treatment is available under the Code, be treated
as long-term capital gain. If, however, the stock is disposed of
prior to the expiration of the required holding periods, the
employee must treat the gain realized on the disposition as
ordinary income, to the extent of the lesser of (a) the Fair
Market Value of the option stock on the date of exercise minus
the option price, or (b) the amount realized on disposition of
the stock minus the option price. Amounts treated as ordinary
income by the employee are deductible by the Company. Under
current law, net long-term capital gain on sales or exchanges
will be taxed to the employee in the same manner as ordinary
income, subject to a maximum 20% tax rate.
The taxation of Non-Statutory Options is primarily governed by
Section 83 of the Code and the Treasury Regulations issued
thereunder. No income to the employee and no deduction to the
Company will result from the issuance of a Non-Statutory Option.
Upon exercise of the Non-Statutory Option, the difference between
the Fair Market Value of the stock and the exercise price is
taxable as ordinary income. If the stock is subsequently sold,
the basis for calculating gain or loss will be the price paid for
the stock upon exercise plus the amount, if any, of taxable
income realized upon exercise of the option. If the stock is
sold after having been held for more than one (1) year after the
exercise of the option, the amount realized will be subject to
long-term capital gain or loss treatment. The Company is
entitled to a tax deduction equal to the amount of ordinary
income realized upon exercise of the Non-Statutory Option,
provided the Company withholds on the amount treated as ordinary
income.
Plan Benefits To Be Received
The amount of options to be received under the 1997 Plan by the
Named Executive Officers, all other current executive officers,
and all other employees who are not executive officers cannot be
determined because option grants under the 1997 Plan are made in
the sole discretion of the Committee.
The Board of Directors recommends a vote FOR Proposal 3.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Shareholder proposals intended for presentation at the 2000
Annual Meeting must be received by the Company for inclusion in
its 2000 proxy material no later than December 8, 1999. If any
stockholder fails to notify the Company on or before February 21,
2000, of a proposal to be presented at the 2000 Annual Meeting,
management may use its discretionary voting authority to vote on
such proposal even if the matter is not discussed in the
Company's Proxy Statement for the 2000 Annual Meeting.
OTHER
Management does not know of any other matters to be presented
at the Meeting for action by shareholders. However, if any other
matters are properly brought before the Meeting or any
adjournment thereof, votes will be cast pursuant to the proxies
in accordance with the best judgment of the proxy holders with
respect to such matters.
UPON WRITTEN REQUEST OF ANY SHAREHOLDER TO JOHN R. WYNN,
SECRETARY, INTERGRAPH CORPORATION, HUNTSVILLE, ALABAMA 35894-
0001, THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION.
By Order of the Board of Directors
JOHN R. WYNN
Secretary
DATED: April 6, 1999
Exhibit A
AMENDMENT ONE
TO THE
INTERGRAPH CORPORATION
1997 STOCK OPTION PLAN
Pursuant to Section 8 of the Intergraph Corporation 1997 Stock
Option Plan (the "Plan"), Intergraph Corporation (the "Company"),
hereby amends the Plan as follows:
Effective upon approval by the shareholders of the
Company, the second sentence of Section 4 of the Plan
is amended to increase by 2,000,000 shares the
aggregate number of shares which may be issued pursuant
to option exercises under the Plan, to 5,000,000 shares
of Capital Stock.
Except as amended above, the Plan shall remain in full force
and effect according to its terms and provisions.
Done this the 11th day of January, 1999.
INTERGRAPH CORPORATION
By: /s/ Stephen J. Phillips
Its Executive Vice President
PROXY INTERGRAPH CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE INTERGRAPH CORPORATION
BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS, MAY 13, 1999
The undersigned hereby appoints James W. Meadlock and John R. Wynn, or either
of them, as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of Common Stock of Intergraph Corporation which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders to
be held on May 13, 1999, or any adjournment(s) thereof. In their discretion,
the Proxies are authorized to vote upon such other business as may properly
come before the meeting or any adjournment(s) thereof.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR ELECTION OF ALL NOMINEES LISTED BELOW AND FOR PROPOSALS 2 AND 3.
The Board of Directors recommends a vote FOR election of all nominees listed
below and FOR Proposals 2 and 3.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(Continued and to be signed on reverse side.)
- -------------------------------------------------------------------------------
INTERGRAPH CORPORATION
PLEASE MARK VOTE IN THE OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. X
1.Election of
Directors -- FOR all nominees listed WITHHOLD AUTHORITY FOR ALL nominees
Nominees: to vote for all listed (Except
James W. nominees listed as marked to the
Meadlock; Robert contrary)
E. Thurber;
James F. Taylor
Jr; Sidney L.
McDonald; Larry
J. Laster;
Thomas J. Lee;
Keith H. Schonrock Jr. [ ] [ ] [ ]
INSTRUCTION:
To withhold authority
to vote for any
individual nominee
strike through the
nominee's name in the
list above.
2.Proposal to ratify the
appointment of Ernst &
Young LLP as the
Company's auditors for FOR AGAINST ABSTAIN
the current fiscal year. [ ] [ ] [ ]
3.Proposal to approve
Amendment One to the
Intergraph
Corporation 1997 Stock FOR AGAINST ABSTAIN
Option Plan. [ ] [ ] [ ]
Please sign exactly as your
name appears at left. If
registered in the names of
two or more persons, each
should sign. Executors,
administrators, trustees,
guardians, attorneys, and
corporate officers should
show their titles.
Signature: Date: , 1999
---------------- -------
Signature: Date: , 1999
---------------- -------
* COM = Common Stock Shares; ESP = Employees Stock Purchase Plan Shares; ESB =
Employee Stock Bonus Plan Shares.
