============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 1, 1999
INTERGRAPH CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
----------------------------
(State or Other Jurisdiction
of Incorporation)
0-9722 63-0573222
------------------------ -----------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
Intergraph Corporation
Huntsville, Alabama 35894-0001
- --------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(256) 730-2000
------------------
(Telephone Number)
==============================================================================
INTERGRAPH CORPORATION
FORM 8-K
April 8, 1999
Item 5: Other Events.
-------------
Intergraph Corporation ("the Company") maintains an equity
ownership position in Bentley Systems, Incorporated ("BSI"),
the developer and owner of MicroStation, a software product
utilized in many of the Company's software applications and
for which the Company serves as a nonexclusive distributor.
In March 1996, BSI commenced arbitration against the Company
with the American Arbitration Association, Atlanta, Georgia,
relating to the respective rights of the companies under
their April 1987 Software License Agreement and other
matters, including the Company's alleged failure to properly
account for and pay to BSI certain royalties on its sales of
BSI software products, and seeking significant damages. For
further background information, see the Company's December
31, 1998 Form 10-K, Item 3, and its Management's Discussion
and Analysis of Financial Condition and Results of
Operations included in its annual report to shareholders for
the year ended December 31, 1998.
On March 26, 1999, the Company and BSI executed a Settlement
Agreement and Mutual General Release ("the Agreement") to
settle this arbitration and mutually release all claims
related to the arbitration or otherwise, except for a)
certain litigation between the companies that is the subject
of a separate settlement agreement and b) payment for
products and services obtained or provided in the normal
course of business since January 1, 1999. Both the Company
and BSI expressly deny any fault, liability, or wrongdoing
concerning the claims that were the subject matter of the
arbitration and have settled solely to avoid continuing
litigation with each other.
Under the terms of the Agreement, the Company on April 1,
1999 made payment to BSI of $12 million and transferred to
BSI ownership of three million of the shares of BSI's Class
A common stock owned by the Company. The transferred shares
were valued at approximately $3.5 million on the Company's
books. As a result of the settlement, Intergraph's equity
ownership in BSI has been reduced to approximately 33%.
The Company will record a nonoperating charge to earnings in
first quarter 1999 of approximately $7.3 million ($.15 per
share) in connection with the settlement. The $12 million
payment to BSI was funded primarily from existing cash
balances. The Company continues to expect that existing
cash balances, cash generated by operations, and cash
available under its existing credit facility will provide
cash adequate to its needs for the remainder of the year.
For further discussion regarding the Company's liquidity,
see its Form 10-K annual report for the year ended December
31, 1998.
Forward Looking Statements
- --------------------------
Any statement contained in this current report which is not a
historical fact, or which might otherwise be considered an opinion
or projection concerning Intergraph Corporation, whether express or
implied, is meant as and should be considered a forward looking
statement as that term is defined in the Private Securities
Litigation Reform Act of 1996. Forward looking statements are based
on assumptions and opinions concerning a variety of known and
unknown risks, including but not necessarily limited to fluctuations
in customer demand, acceptance of new products, changes in
technology, product introductions by competitors, and general
economic conditions, as well as other risks more completely
described in the Company's filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form 10-K.
If any of these assumptions or opinions prove incorrect, any forward
looking statements made on the basis of such assumptions or opinions
may also prove materially incorrect in one or more respects.
INTERGRAPH CORPORATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
INTERGRAPH CORPORATION
----------------------
(Registrant)
By:/s/ John W. Wilhoite
-------------------------------
John W. Wilhoite
Executive Vice President and
Chief Financial Officer
Date: April 8, 1999
