NOTICE TO PARTICIPANTS OF STOCK BONUS PLAN TERMINATION
On December 5, 2000, the Board of Directors of Intergraph
Corporation resolved to terminate the Company's Stock Bonus Plan
("Plan") effective for the plan year ending December 31, 2000,
and to amend the Company's 401(k) Plan to permit the Company to
make discretionary profit sharing contributions to the 401(k)
Plan. This will enable the Company and its employees to make
contributions to one retirement plan which will be the 401(k)
Plan.
As part of the termination process the Company will apply to the
Internal Revenue Service for a determination that the Plan will
maintain its qualified status at termination. It is expected
that the IRS will take several months to respond to the Company's
request for a determination letter. Prior to receipt of the
favorable determination letter from the IRS, the terms and
provisions of the plan regarding participant accounts will remain
unchanged except that all participants will be fully vested in
their accounts at termination of the Plan.
Upon the receipt of a favorable response from the IRS, all
participants will be able to receive a full disbursement of their
account balances. Each participant will be entitled to receive a
lump sum distribution of their account balance (subject to income
tax liability and withholdings), or to perform a tax-free
rollover of their account balance to an IRA or other qualified
plan. You will receive more detailed information about
distribution options after the receipt of a favorable
determination by the IRS.
As part of this termination process, you will receive a "Notice
to Interested Parties". This notice is to inform you that the
Company is about to file its request with the IRS. The text of
the notice is legally required by the IRS, and no specific action
is required on your part.
As noted above, in conjunction with the termination of the Stock
Bonus Plan, the Board also resolved to amend the Company's 401(k)
Plan to permit discretionary profit sharing contributions to be
made to the 401(k) Plan, beginning with the 2001 plan year. This
will permit the Company, and you, to consolidate the
administration of the Company's employee retirement
contributions.
Presently there are 9,745 participants with account balances in
the Plan, and approximately 5,062,000 shares of Intergraph common
stock have been allocated to the accounts of the Plan's
participants. These shares will be available for distribution to
Plan participants after receipt of a favorable determination
letter from the IRS. The Company believes that shares
distributed from the Plan will be exempt from the registration
requirements of the Securities Act of 1933, and may be
transferred by the Plan participants without registration.
However, the Company will request a "no action letter" from the
Securities and Exchange Commission to confirm the availability of
such an exemption. You will receive more detailed information
concerning the transferability of shares distributed from the
Plan following the receipt of a determination by the Securities
and Exchange Commission.
This notice has been prepared by the Administrative Committee of
the Stock Bonus Plan. Questions and comments should be directed
to:
Jeanine Causey 256-730-6019 (email: [email protected])
Dreyfus Customer Service 1-800-933-0992
Additional information pertaining to the Intergraph Employee Stock
Bonus Plan is also available on Intergraph's Website, located at
www.intergraph.com.
The date of this notice is December 15, 2000.
