SC 13D 1 c57508sc13d.txt SCHEDULE 13D 1 SCHEDULE 13D (RULE 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ENGINEERING ANIMATION, INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 per Share -------------------------------------------------------------------------------- (Title of Class of Securities) 29287210-8 -------------------------------------------------------------------------------- (CUSIP Number) J. Randall Walti, Esq. David B. Hollander, Esq. General Counsel Counsel - Corporate Acquisitions & Finance Unigraphics Solution Inc. Electronic Data Systems Corporation 13736 Riverport Drive 5400 Legacy Drive Maryland Heights, Missouri 63043 Planto, Texas 75024 (314) 344-5900 (972) 604-6000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 5, 2000 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 14 Pages) 2 CUSIP NO. 29287210-8 13D Page 2 of 14 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Unigraphics Solution Inc. 75-2728894 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 4,951,640 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 4,951,640 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,951,640 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.51% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO -------------------------------------------------------------------------------- 3 CUSIP NO. 29287210-8 13D Page 3 of 14 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UGS Acquisition Corporation -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 4,951,640 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 4,951,640 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,951,640 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.51% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO -------------------------------------------------------------------------------- 4 CUSIP NO. 29287210-8 13D Page 4 of 14 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Electronic Data Systems Corporation 75-2548221 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 4,951,640 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 4,951,640 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,951,640 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.51% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO -------------------------------------------------------------------------------- 5 Page 5 of 14 Pages This Statement on Schedule 13D (this "Schedule 13D") relates to the Agreement and Plan of Merger dated as of September 5, 2000 (the "Merger Agreement") by and among Unigraphics Solutions Inc., a Delaware corporation (the "Parent"), UGS Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (the "Purchaser") and Engineering Animation, Inc., a Delaware corporation (the "Company"). Pursuant to the Merger Agreement, Parent commenced a tender offer (the "Offer") to purchase all of the outstanding shares of common stock, par value $.01 per share, of the Company (the "Shares"), and the related rights to purchase shares of the Series A Junior Participating Preferred Stock of the Company issued pursuant to the Company Rights Plan, dated as of January 1, 1996, by and between the Company and First Chicago Trust Company of New York, as Rights Agent, as amended, at a price of $13.75 per share, net to the seller in cash, without interest thereon. Following the Offer, it is expected that Purchaser will be merged with and into the Company (the "Merger"), and the Company will be the surviving corporation in the Merger. At the effective time of the Merger, each Share then outstanding, other than Shares held by (i) the Company or any of its subsidiaries, (ii) Parent or Purchaser and (iii) stockholders who have properly exercised their dissenters' rights under the Delaware General Corporation Law, will be canceled and converted automatically into the right to receive $13.75 or any higher price per Share paid in the Offer, without interest. The Merger Agreement has been filed as Exhibit (d)(1) to the Schedule TO, filed by Parent and Purchaser with the Securities and Exchange Commission on September 13, 2000 (the "Schedule TO") and is incorporated herein by reference. The Offer to Purchase setting forth the terms of the Offer has been filed as Exhibit (a)(1)(A) to the Schedule TO and is incorporated herein by reference. The Company filed with the Securities and Exchange Commission on September 13, 2000 a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer and the Merger (the "Schedule 14D-9"). This Schedule 13D also relates to the Stock Option Agreement dated as of September 5, 2000 between Parent and the Company (the "Stock Option Agreement"). Pursuant to the Stock Option Agreement, the Company has granted to Parent an option (the "Option") to purchase up to the number of Shares which represents 19.9% of all Shares that are issued and outstanding on the date of the Stock Option Agreement at a cash purchase price per share equal to $13.75. The Option may be exercised by Parent after the occurrence of certain events. The Stock Option Agreement has been filed as Exhibit (d)(2) to the Schedule TO and is incorporated herein by reference. This Schedule 13D also relates to the Stockholders Agreement dated as of September 5, 2000 among Parent, Purchaser and the following Company stockholders (the "Stockholders"): Matthew M. Rizai, Martin J. Vanderploeg and Jeffrey D. Trom (the "Stockholders Agreement"). Pursuant to the Stockholders Agreement, each stockholder has agreed to tender all Shares he owns and any Shares he acquires prior to termination of the Stockholders Agreement, and in any event to vote in favor of the Merger Agreement and the Merger and against certain potential competing proposals to purchase the Company with respect to any Shares he may own as of the record date of a stockholder's meeting at which such matters will be considered. In addition, each stockholder has granted an irrevocable proxy to certain officers of Purchaser and Parent to vote and otherwise act with respect to the Shares which such stockholder is entitled to vote at any meeting of stockholders of the Company on, and only on, the Merger Agreement, the Merger and 6 Page 6 of 14 Pages certain potential competing proposals to purchase the Company. The Stockholders Agreement has been filed as Exhibit (d)(3) to the Schedule TO and is incorporated herein by reference. Item 1. Security and Issuer. This Schedule 13D relates to shares of the common stock, par value $.01 per share (the "Shares"), of Engineering Animation, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 2321 North Loop Drive, Ames, Iowa 50010, telephone no. 515-296-9908. Item 2. Identity and Background. (a)-(c), (f) This Schedule 13D is being filed by Unigraphics Solutions Inc., a Delaware corporation ("Parent"), UGS Acquisition Corporation, a Delaware corporation ("Purchaser"), and Electronic Data Systems Corporation, a Delaware corporation ("EDS"). Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Persons have agreed to file jointly one Schedule 13D with respect to their ownership of the Shares. Parent and Purchaser are members of a group for purposes of Section 13(d) of the Act. In addition, as a result of the existence of the Stockholders Agreement, Parent and Purchaser may be deemed to be members of a group that includes the Stockholders. The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D. Parent is a leading global provider of collaborative product design and development software and services. The principal executive offices of Parent are located at 13736 Riverport Drive, Maryland Heights, Missouri 63043, telephone no. 314-344-5900. Purchaser was formed as a wholly owned subsidiary of Parent for the purpose of acquiring the Company. Purchaser has not, and is not expected to, engage in any business other than in connection with its organization, the Offer and the Merger. Its principal executive offices are that of Parent. EDS owns approximately 98.4% of the combined voting power of all classes of Parent's voting stock. EDS is in the business of information technology services and provides consulting, electronic business solutions, business process management and systems and technology expertise to business and government clients around the world. The principal executive offices of EDS are located at 5400 Legacy Drive, Plano, Texas 75024, telephone no. 972-604-6000. The name, business address and present principal occupation of each of the directors and executive officers of the Reporting Persons and each of the Stockholders are set forth on Schedule A to this Schedule 13D and incorporated herein by reference. Except as otherwise set forth on Schedule A, all directors and executive officers of the Reporting Persons 7 Page 7 of 14 Pages are citizens of the United States. (d)-(e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their respective executive officers and directors or any of the Stockholders (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations or prohibiting activities subject to federal or state securities laws or finding any violation of such laws. Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Section 12 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference. Item 4. Purpose of Transaction. The purpose of the Merger Agreement and the Offer is for Parent to acquire the entire equity interest in the Company. The Stock Option Agreement and Stockholders Agreement were entered into in connection with the execution of the Merger Agreement as an inducement to Parent to enter into the Merger Agreement. The information set forth in Section 7 ("Effect of the Offer on the Market for the Shares; Nasdaq National Market Listing; Exchange Act Registration; Margin Regulations") and Section 11 ("Purpose of the Offer; Plans for the Company") of the Offer to Purchase is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. (a) Pursuant to the terms of the Stock Option Agreement, the Option may be exercised by Parent after the occurrence of certain events which have not occurred as of the date of this Schedule 13D. If the Option becomes exercisable and is exercised in full, Parent will acquire that number of shares equal to 19.9% of the outstanding Shares at the time of exercise. Based upon the 12,072,619 Shares outstanding as of August 31, 2000 (as represented by the Company in the Merger Agreement), the Option would cover 2,402,451 Shares. Pursuant to the terms of the Stockholders Agreement, the Stockholders have agreed (i) to tender 1,311,622 Shares (and any Shares they acquire prior to termination of the Stockholders Agreement) to Purchaser, as follows: Matthew M. Rizai, 467,639 Shares; Martin J. Vanderploeg, 378,026 Shares; and Jeff D. Trom, 465,957 Shares; and (ii) in any event to vote in favor of the Merger Agreement and the Merger and against certain potential competing proposals at a stockholders meeting. Assuming the Offer is consummated within 60 days, based upon information provided by the Company, the Stockholders own options that are exercisable within 60 days of the date of this Schedule 13D for an aggregate 1,237,567 Shares as follows: Dr. Rizai, 604,289 Shares; Dr. Vanderploeg, 593,903 Shares; and Dr. Trom, 39,375 Shares. In addition, the Stockholders have granted irrevocable proxies to certain officers of Purchaser and Parent to vote and otherwise act with respect to the Shares which they are entitled to vote at a stockholders meeting on, and only on, the Merger Agreement, the Merger and certain potential competing proposals to purchase the Company. 8 Page 8 of 14 Pages Pursuant to the Stock Option Agreement and Stockholders Agreement and to the extent deemed members of a group including the Stockholders, the Reporting Persons may be deemed the beneficial owners of at total of 4,951,640 Shares, constituting 31.51% of the outstanding Shares based on the 12,072,619 Shares outstanding as of August 31, 2000 (as represented by the Company in the Merger Agreement). Unless and until the Option is exercised, Parent is not entitled to any rights as a shareholder of the Company as to the Shares covered by the Option. Each Reporting Person disclaims beneficial ownership of the 4,951,640 Shares covered by this Schedule 13D pursuant to Rule 13d-4 of the Act. (b) The Reporting Persons and the Stockholders may be deemed to have shared voting power with respect to 4,951,640 Shares and shared dispositive power with respect to 4,951,640 Shares. (c) Except as set forth in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of their respective executive officers and directors or any of the Stockholders has effected any transactions in Shares during the past 60 days. (d) The information set forth in Section 11 ("Purpose of the Offer; Plans for the Company") and in Item 3 ("Past Contacts, Transactions, Negotiations and Agreements") of the Schedule 14D-9 is incorporated herein by reference. Except as set forth in this Schedule 13D, the Reporting Persons do not know of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares they may be deemed to beneficially own. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Section 11 ("Purpose of the Offer; Plans for the Company") of the Offer to Purchase and in Item 3 ("Past Contacts, Transactions, Negotiations and Agreements") of the Schedule 14D-9 is incorporated herein by reference. Except for the Merger Agreement, the Stock Option Agreement and the Stockholders Agreement, none of the persons named in Item 2 has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 9 Page 9 of 14 Pages Item 7. Material to Be Filed as Exhibits.

10 Page 10 of 14 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ELECTRONIC DATA SYSTEMS CORPORATION By: /s/ D. Gilbert Friedlander ------------------------------------------ D. Gilbert Friedlander Senior Vice President, General Counsel and Secretary UNIGRAPHICS SOLUTIONS INC. By: /s/ Douglas E. Barnett ------------------------------------------ Douglas E. Barnett Vice President, Chief Financial Officer UGS ACQUISITION CORPORATION By: /s/ Douglas E. Barnett ------------------------------------------ Douglas E. Barnett President Dated: September 15, 2000 11 Page 11 of 14 Pages SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF EDS, PARENT AND PURCHASER AND STOCKHOLDERS 1. DIRECTORS AND EXECUTIVE OFFICERS OF EDS The following table sets forth the name and present principal occupation or employment of each director and executive officer of Electronic Data Systems Corporation ("EDS"). The business address and telephone number of each such person is c/o Electronic Data Systems Corporation, 5400 Legacy Drive, Plano, Texas 75024, telephone no. 972-604-6000. Each person listed below is a citizen of the United States.

12 Page 12 of 14 Pages John McCain President of EDS' E.Solutions line of business since August 1999. Fred Steingraber Chairman and CEO of A.T. Kearney, the high-value management consultancy which became a subsidiary of EDS in August 1995. Troy W. Todd Executive Vice President - Leadership and Change Management of EDS since April 1999, with responsibility for the company's corporate communications, employee administration, executive compensation, and professional and technical development functions.

2. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The following table sets forth the name and present principal occupation or employment of each director and executive officer of Parent ("UGS"). The business address and telephone number of each such person is c/o Unigraphics Solutions Inc., 13736 Riverport Drive, Maryland Heights, Missouri 63043, telephone no. 314-344-5900. Except as otherwise disclosed below, each person listed below is a citizen of the United States.

13 Page 13 of 14 Pages Michael L. Desmond Mr. Desmond was appointed Vice President, Human Resources of UGS effective July 14, 1999. James Duncan Mr. Duncan was appointed Vice President, Europe of UGS on January 1, 1998. Mr. Duncan is a British citizen. Charles C. Grindstaff Mr. Grindstaff was appointed Vice President, Products and Operations of UGS on July 12, 2000. Dennis P. Kruse Mr. Kruse was appointed Vice President, Americas of UGS on January 1, 1998. Mr. Kruse owns 4,000 Shares. Robert F. Loss, III Mr. Loss was appointed Vice President, Chief Information Officer of UGS on January 1, 1998. Richard W. Schenk Mr. Schenk was appointed Vice President, Business Planning and Communications of UGS on July 14, 1999. Mr. Schneck owns 1,000 Shares. J. Randall Walti Mr. Walti was appointed General Counsel of UGS on April 1, 1998 and was appointed Vice President and Secretary of UGS effective May 19, 1999.

3. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name and present principal occupation or employment of each director and executive officer of Purchaser. The business address of each such person is c/o Unigraphics Solutions Inc., 13736 Riverport Drive, Maryland Heights, Missouri 63043, telephone no. 314-344-5900. Each person listed below is a citizen of the United States.

4. STOCKHOLDERS. The following table sets forth the present principal occupation or employment of Matthew M. Rizai, Martin J. Vanderploeg and Jeffrey D. Trom. The business address and telephone number of each such person is c/o Engineering Animation, Inc. ("EAI"), 2321 North Loop Drive, Ames, Iowa 50010, telephone no. 515-296-9908. Each person listed below is a citizen of the United States.

14 Page 14 of 14 Pages Martin J. Vanderploeg Dr. Vanderploeg co-founded EAI in 1988. He has served as Executive Vice President since October 1993 and been a Director since 1988. Jeffrey D. Trom Dr. Trom, a co-founder of EAI, has held the position of Vice President since June 1990, and Chief Technology Officer since November 1999.

ENGINEERING ANIMATION INC SC 13D