SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE TO/A
(RULE 14d-100)

TENDER OFFER STATEMENT UNDER
SECTION 14(d) (l) OR 13(e) (l)
OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

INTERGRAPH CORPORATION
(Name of Subject Company (Issuer))

INTERGRAPH CORPORATION
(Names of Filing Person (Offeror))

Common Stock, par value $.10 per share
(Title of Class of Securities)

458683109
(CUSIP Number of Class of Securities)

David Vance Lucas
Vice President, General Counsel and Secretary
Intergraph Corporation
Huntsville Alabama 35894-0001
(256) 730-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

COPIES TO:

J. Allen Overby
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238
(615) 742-6200

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$280,000,000	$22,652

*	Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 10,000,000 shares of the outstanding common stock, par value $.10 per share, at a price per share of $28.00 in cash.
**	Previously paid.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   N/A	Filing Party:  N/A
Form or Registration No.:  N/A	Date Filed:  N/A

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

          Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

          Check the following box if the filing is a final amendment reporting the results of the tender offer: x

TABLE OF CONTENTS

EX-99.A.5.F PRESS RELEASE

SCHEDULE TO

     This Amendment No. 3 to the Tender Offer Statement on Schedule TO (“Schedule TO”) is being filed by Intergraph Corporation, a Delaware corporation (the “Company”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, in connection with its offer to purchase for cash up to 10,000,000 shares of its Common Stock, par value $0.10 per share, including the associated stock purchase rights issued under the Amended and Restated Rights Agreement, dated as of March 5, 2002, between the Company and Computershare Investor Services, LLC, as Rights Agent, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 3, 2003 (the “Offer to Purchase”), and in the related Letter of Transmittal.

     This Amendment No. 3 is filed to incorporate the press release that announces the final results of the Offer. Except as provided herein, this amendment does not alter the terms and conditions previously set forth in the Offer to Purchase and Letter of Transmittal.

SIGNATURE

     After due 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.

INTERGRAPH CORPORATION
By:	/s/ R. Halsey Wise Name:   R. Halsey Wise Title:     President and Chief Executive Officer

Dated: December 9, 2003

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
(a)(1)(A)	Offer to Purchase, dated November 3, 2003.*
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Letter to Participants in the 2000 Intergraph Corporation Employee Stock Purchase Plan.*
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press Release dated October 30, 2003.*
(a)(5)(B)	Script of October 30, 2003 Conference Call.*
(a)(5)(C)	Summary Advertisement.*
(a)(5)(D)	Letter to Shareholders.*
(a)(5)(E)	Press Release dated December 3, 2003.*
(a)(5)(F)	Press Release dated December 9, 2003.**
(b)	None.
(d)(1)	Amended and Restated Rights Agreement, dated March 5, 2002, between Intergraph Corporation and Computershare Investor Services, LLC, incorporated by reference to Exhibit 99 to the Company’s Current Report on Form 8-K dated March 8, 2002.
(d)(2)	Intergraph Corporation 1997 Stock Option Plan, incorporated by reference to Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, under the Securities Exchange Act of 1934, File No. 0-9722, and Amendment to the Intergraph Corporation 1997 Stock Option Plan dated January 11, 1999, incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 dated May 24, 1999.
(d)(3)	Intergraph Corporation Nonemployee Director Stock Option Plan, incorporated by reference to Exhibit 10(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
(d)(4)	Intergraph Corporation Amended and Restated 2002 Stock Option Plan, incorporated

	by reference to Exhibit 10(l) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
(d)(5)	Intergraph Corporation 2000 Employee Stock Purchase Plan, incorporated by reference to Exhibit A to the Company’s Proxy Statement for its 2000 Annual Meeting of Shareholders, as filed with the SEC on March 22, 2000.
(d)(6)	Employment Agreement between Intergraph Corporation and R. Halsey Wise, dated June 12, 2003, incorporated by reference to Exhibit 10(g) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003.
(g)	Not applicable.
(h)	Not applicable.

*	Previously Filed
**	Filed herewith

EX-99.A.5.F 3 g86283exv99waw5wf.txt EX-99.A.5.F PRESS RELEASE EXHIBIT (a)(5)(F) INTERGRAPH NEWS RELEASE FOR 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 approximately 42.613245% of the shares tendered at the $26.00 purchase price, other than "odd lot" shares properly tendered at the $26.00 purchase price which will be purchased prior to proration. R. Halsey Wise, President and Chief Executive Officer, commented, "I am very pleased with the success of the tender offer. Through the tender offer and our stock repurchase program, the Company has returned approximately $375 million to shareholders over the last two years. Going forward, we intend to maintain our focus on maximizing shareholder value by seeking improved operating profits, defending and enforcing our intellectual property, and operating our business with strong corporate oversight and sound governance." Any questions with regard to the tender offer may be directed to Georgeson Shareholder Communications, Inc., the information agent, at 888-549-6633. The dealer manager for the tender offer was Goldman, Sachs & Co. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This news release contains forward-looking statements (all statements other than those made solely with respect to historical fact) within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, the Company's Business Outlook, projections about revenues, operating income levels, margins, and market conditions and their anticipated impact on Intergraph and its vertical business segments; expectations regarding Intergraph's various ongoing litigation proceedings; expectations regarding future results and cash flows; information regarding the development, timing of introduction, and performance of new products; and any statements of the plans, strategies, and objectives of management for future operations. The forward- looking statements are subject to known or unknown risks and uncertainties (some of which are beyond Intergraph's control) that could cause actual results to differ materially and adversely from those anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, potential adverse outcomes in our ongoing efforts to protect our intellectual property, including, but not limited to, an overturn on appeal of the ruling in favor of us in our patent infringement action against Intel Corporation, an adverse ruling in our patent infringement action against various original equipment manufacturers ("OEMs"), including Dell Computer Corporation(TM), Gateway Inc.(TM) and Hewlett-Packard Co.(TM), and other ongoing and potential litigation and patent enforcement efforts, including uncertainties associated with potential patent infringement claims against non-domestic OEMs, material changes with respect to our business, litigation prospects or the securities markets (including the market for Intergraph common stock), worldwide political and economic conditions and changes, the ability to attract or retain key personnel, increased competition, rapid technological change, unanticipated changes in customer requirements, the ability to enforce and protect Intergraph's intellectual property rights, the ability to access the technology necessary to compete in the markets served, risks associated with doing business internationally, risks associated with various ongoing litigation proceedings, and other risks detailed in our press releases or in our annual, quarterly or other filings with the Securities and Exchange Commission. INTERGRAPH BACKGROUND INFORMATION Intergraph Corporation (NASDAQ: INGR) is a worldwide provider of end-to-end technical solutions and systems integration. Intergraph's vertically focused business units develop, market and support software and services for local and national governments and for global industries, including public safety; process, power and offshore; and mapping/GIS, utilities, communications and earth imaging. In addition, Intergraph's intellectual property division manages Intergraph's portfolio of intellectual property, including patents, copyrights, and trademarks. Intergraph is headquartered in Huntsville, Ala., with offices worldwide. More information can be found at www.intergraph.com. Intergraph and the Intergraph logo are registered trademarks of Intergraph Corporation. Other brands and product names are trademarks of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.A.5.F

                                                             EXHIBIT (a)(5)(F)



INTERGRAPH                                                        NEWS RELEASE


FOR 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 approximately 42.613245% of the shares tendered at the
$26.00 purchase price, other than "odd lot" shares properly tendered at the
$26.00 purchase price which will be purchased prior to proration.

         R. Halsey Wise, President and Chief Executive Officer, commented, "I am
very pleased with the success of the tender offer. Through the tender offer and
our stock repurchase program, the Company has returned approximately $375
million to shareholders over the last two years. Going forward, we intend to
maintain our focus on maximizing shareholder value by seeking improved operating
profits, defending and enforcing our intellectual property, and operating our
business with strong corporate oversight and sound governance."

         Any questions with regard to the tender offer may be directed to
Georgeson Shareholder Communications, Inc., the information agent, at
888-549-6633. The dealer manager for the tender offer was Goldman, Sachs & Co.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This news release contains forward-looking statements (all statements
other than those made solely with respect to historical fact) within the meaning
of the Private Securities Litigation Reform Act of 1995 including, but not
limited to, the Company's Business Outlook, projections about revenues,
operating income levels, margins, and market conditions and their anticipated
impact on Intergraph and its vertical business segments; expectations regarding
Intergraph's various ongoing litigation proceedings; expectations regarding
future results and cash flows; information regarding the development, timing of
introduction, and performance of new products; and any statements of the plans,
strategies, and objectives of management for future operations. The
forward-



looking statements are subject to known or unknown risks and uncertainties (some
of which are beyond Intergraph's control) that could cause actual results to
differ materially and adversely from those anticipated in the forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, potential adverse outcomes in our ongoing efforts to
protect our intellectual property, including, but not limited to, an overturn on
appeal of the ruling in favor of us in our patent infringement action against
Intel Corporation, an adverse ruling in our patent infringement action against
various original equipment manufacturers ("OEMs"), including Dell Computer
Corporation(TM), Gateway Inc.(TM) and Hewlett-Packard Co.(TM), and other ongoing
and potential litigation and patent enforcement efforts, including uncertainties
associated with potential patent infringement claims against non-domestic OEMs,
material changes with respect to our business, litigation prospects or the
securities markets (including the market for Intergraph common stock), worldwide
political and economic conditions and changes, the ability to attract or retain
key personnel, increased competition, rapid technological change, unanticipated
changes in customer requirements, the ability to enforce and protect
Intergraph's intellectual property rights, the ability to access the technology
necessary to compete in the markets served, risks associated with doing business
internationally, risks associated with various ongoing litigation proceedings,
and other risks detailed in our press releases or in our annual, quarterly or
other filings with the Securities and Exchange Commission.

INTERGRAPH BACKGROUND INFORMATION

         Intergraph Corporation (NASDAQ: INGR) is a worldwide provider of
end-to-end technical solutions and systems integration. Intergraph's vertically
focused business units develop, market and support software and services for
local and national governments and for global industries, including public
safety; process, power and offshore; and mapping/GIS, utilities, communications
and earth imaging. In addition, Intergraph's intellectual property division
manages Intergraph's portfolio of intellectual property, including patents,
copyrights, and trademarks. Intergraph is headquartered in Huntsville, Ala.,
with offices worldwide. More information can be found at www.intergraph.com.

Intergraph and the Intergraph logo are registered trademarks of Intergraph
Corporation. Other brands and product names are trademarks of their respective
owners.