INTERGRAPH CORP

election_required = True...elow) who: (1) tenders all Shares owned beneficially or of record by the Odd Lot Holder at a price at or below the purchase price selected by us (tenders of less than all of the Shares owned by the Odd Lot Holder will not qualify for this preference); and (2) completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. 9 • Second, after the purchase of all of the Shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other Shares tendered at prices at or below the purchase price on a pro rata basis, with appropriate...

expiry = 2003-12-02...Up to 10,000,000 Shares of its Common Stock (Including the Associated Stock Purchase Rights) at a Purchase Price not greater than $28.00 nor less than $26.00 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 2, 2003, UNLESS THE OFFER IS EXTENDED. Intergraph Corporation, a Delaware corporation (the “Company” or “Intergraph”), invites our shareholders to tender up to 10,000,000 shares of our common stock, $.10 par value per share, including the associat...

listed = True...iscretion, to purchase more than 10,000,000 Shares pursuant to the Offer. See Section 1. THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. HOWEVER, THIS OFFER IS SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. The Shares are listed and traded on the Nasdaq National Market under the symbol “INGR.” On October 29, 2003, the last full trading day before announcement of this Offer, the last reported sale price of the Shares was $24.10 per Share. Shareholders are urged to obtain current market quotations for the Shares. See Section 8. OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER. HOWEVER, NEIT...

mechanism = DUTCH...returning cash to our shareholders and will result in a more appropriate capital structure for the Company. What will the purchase price for the Shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for this Offer is $26.00 to $28.00 per Share. We will select the lowest purchase price that will allow us to buy 10,000,000 Shares or, if a lesser number of Shares are properly tendered, all S...

mechanism = DUTCH...OR IMMEDIATE RELEASE FOR FURTHER INFORMATION: Larry Miles Vice President - Finance 256-730-2325 INTERGRAPH ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER HUNTSVILLE, ALA., DECEMBER 3, 2003 - Intergraph Corporation announced today the preliminary results of its modified Dutch auction tender offer to purchase the company's common stock, which expired on December 2, 2003. Based on a preliminary count by the depositary for the tender offer, 23,837,387 shares of common stock were properly tendered and not withdrawn at a price of $26.00 per share. Intergraph expects to purchase 10,000,000 shares, resulting in a proration...

mechanism = DUTCH...IMMEDIATE RELEASE FOR FURTHER INFORMATION: Larry Miles Vice President - Finance 256-730-2325 INTERGRAPH ANNOUNCES FINAL RESULTS OF ITS SUCCESSFUL TENDER OFFER HUNTSVILLE, ALA., DECEMBER 9, 2003 - Intergraph Corporation announced today the final results of its modified Dutch auction tender offer to purchase the company's common stock, which expired on December 2, 2003. Based on the final count by the depositary for the tender offer, 23,732,032 shares of common stock were properly tendered and not withdrawn at a price of $26.00 per share. Intergraph will purchase 10,000,000 shares, resulting in a proration factor of...

must_tender_all = True...separately. See Section 4. 3 In what order will tendered Shares be purchased? First, we will purchase Shares from all holders of “odd lots” of less than 100 Shares (not including any Shares held in the 2000 Intergraph Corporation Employee Stock Purchase Plan) who properly tender all of their Shares at or below the purchase price selected by us. Second, after purchasing all Shares from the “odd lot” holders, we will purchase Shares from all other shareholders (including participants in the 2000 Intergraph Corporation Employee Stock Purchase Plan) who properly tender Shares at or below the purchase price selected by us, on a pro rata...

price = USD 26.0-28.0...re commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for this Offer is $26.00 to $28.00 per Share. We will select the lowest purchase price that will allow us to buy 10,000,000 Shares or, if a lesser number of Shares are properly tendered, all Shares that are properly tendered and not withdrawn. All Shares...

threshold = 100...t or below the purchase price. Odd Lots. The term “Odd Lots” means all Shares (other than Shares held in the 2000 Intergraph Corporation Employee Stock Purchase Plan) that are tendered at prices at or below the purchase price selected by us by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 Shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all Shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pr...

txn_type = TENDER_OFFEREX-99.A.1.A 3 g85522toexv99waw1wa.htm EX-99.A.1.A OFFER TO PURCHASE Ex-99.a.1.a Offer to Purchase EXHIBIT (a)(1)(A) OFFER TO PURCHASE FOR CASH by of Up to 10,000,000 Shares of its Common Stock (Including the Associated Stock Purchase Rights) at a Purchase Price not greater than $28.00 nor less than $26.00 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUES...

txn_type = TENDER_OFFER...ER INFORMATION: Larry Miles Vice President - Finance 256-730-2325 INTERGRAPH ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER HUNTSVILLE, ALA., DECEMBER 3, 2003 - Intergraph Corporation announced today the preliminary results of its modified Dutch auction tender offer to purchase the company's common stock, which expired on December 2, 2003. Based on a preliminary count by the depositary for the tender offer, 23,837,387 shares of common stock were properly tendered and not withdrawn at a price of $26.00 per share. Intergraph expects to purchase 10,000,000 shares, resulting in a proration factor of approximately 4...

txn_type = TENDER_OFFER...INFORMATION: Larry Miles Vice President - Finance 256-730-2325 INTERGRAPH ANNOUNCES FINAL RESULTS OF ITS SUCCESSFUL TENDER OFFER HUNTSVILLE, ALA., DECEMBER 9, 2003 - Intergraph Corporation announced today the final results of its modified Dutch auction tender offer to purchase the company's common stock, which expired on December 2, 2003. Based on the final count by the depositary for the tender offer, 23,732,032 shares of common stock were properly tendered and not withdrawn at a price of $26.00 per share. Intergraph will purchase 10,000,000 shares, resulting in a proration factor of approximately 42.613245%...