8-K

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):
November 30, 2006 (November 29, 2006)

INTERGRAPH CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	0-9722	63-0573222
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Madison Industrial Park IW 2000, Huntsville, AL	35894-0001
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (256) 730-2000

N/A

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Introductory Note
	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 3.03. Material Modification in Rights of Security Holders.
	Item 5.01. Changes in Control of Registrant
	Item 5.02. "Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE 11/29/06

Introductory Note

     On November 29, 2006, Intergraph Corporation (the “Company”) completed its merger (the “Merger”) with Cobalt Merger Corp. (“Merger Sub”) pursuant to which the Company has been acquired by an investor group led by Hellman & Friedman LLC and Texas Pacific Group.

Item 2.01. Completion of Acquisition or Disposition of Assets.

     The information set forth in Item 5.01 is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     In connection with the closing of the Merger, the Company notified the Nasdaq Global Select Market (the “Nasdaq”) on November 29, 2006 that each outstanding share of the Company’s common stock, par value $0.10 per share, was cancelled and converted into the right to receive $44.00, without interest and less applicable withholding taxes, and requested that the Nasdaq file with the Securities and Exchange Commission an application on Form 25 to report that the shares of common stock of the Company are no longer listed on the Nasdaq. In connection with the completion of the Merger, trading of the Company’s common stock on the Nasdaq was suspended as of the close of trading on November 29, 2006.

Item 3.03. Material Modification in Rights of Security Holders.

     In connection with the Merger, each publicly held outstanding share of the Company’s common stock, par value $0.10 per share, was cancelled and converted into the right to receive $44.00, without interest and less applicable withholding taxes.

Item 5.01. Changes in Control of Registrant

     On November 29, 2006, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 31, 2006, by and among Cobalt Holding Company (“Parent”), Merger Sub and the Company, Merger Sub was merged with and into the Company, with the Company being the surviving corporation in the Merger. As a result of the Merger, all publicly held shares of common stock of the Company were canceled and converted into the right to receive $44.00 in cash per share, without interest and less any applicable withholding taxes, and holders of the Company’s common stock, stock options and restricted stock units became entitled to receive Merger consideration in an aggregate amount of approximately $1.3 billion in cash from Parent. As a result of the Merger, the Company became a wholly owned subsidiary of Parent, a majority of the stock of which is owned by investment funds affiliated with Hellman & Friedman LLC, Texas Pacific Group and JMI Equity. Parent is financing the purchase price for the canceled shares of Company common stock through a combination of equity and debt financing.

     On November 29, 2006, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as an exhibit hereto and is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

     In connection with the Merger, each of Sidney L. McDonald, Thomas J. Lee, Lawrence R. Greenwood, Linda L. Green, Richard W. Cardin, Michael D. Bills and Kevin M. Twomey voluntarily

resigned from the board of directors of the Company on November 29, 2006. Following the Merger, R. Halsey Wise will continue to serve as a member of the board of directors of the Company.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit 99.1          Press Release dated November 29, 2006

SIGNATURES

     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 hereunto duly authorized.

INTERGRAPH CORPORATION
By:	/s/ Larry T. Miles
	Name:	Larry T. Miles
	Title:	Vice President and Controller

Date: November 30, 2006

EXHIBIT INDEX

Exhibit 99.1          Press Release dated November 29, 2006

EX-99.1

FOR IMMEDIATE RELEASE	FOR FURTHER INFORMATION:
	Ryan Hobbs
	Director, Corporate Development
	256.730.2701
	ryan.hobbs@intergraph.com

Hellman & Friedman and Texas Pacific Group Complete Acquisition of Intergraph Corporation

HUNTSVILLE, Ala., November 29, 2006 — Intergraph Corporation (NASDAQ: INGR), a leading global provider of spatial information management (SIM) software, today announced the completion of the acquisition of Intergraph by an investor group led by Hellman & Friedman LLC and Texas Pacific Group.

Intergraph announced on August 31, 2006 a definitive agreement with the investor group regarding the acquisition of the Company in a transaction valued at approximately $1.3 billion. Under the terms of the agreement, Intergraph stockholders will receive $44.00 in cash, without interest, for each share of Intergraph common stock held.

“We are pleased with the successful outcome of this transaction, which has provided great value to our public shareholders. We believe the acquisition represents an endorsement of our business transformation efforts and the operational progress we have made over the past several years. I attribute our success to the people of Intergraph, whose determination and dedication to our modern mission have made these results possible,” said R. Halsey Wise, Intergraph President & CEO. “We look forward to working with Hellman & Friedman and Texas Pacific Group in this next chapter of our corporate history. We remain deeply committed to delivering differentiated solutions to the markets we serve, and we now expect to have even greater flexibility to invest in our customers, technology, people and future.”

“Intergraph begins its new life as a private company today. I would like to thank the many contributors who made this transaction possible,” said John Marren, Senior Partner at Texas Pacific Group. “As the new owners of Intergraph, we will work with management to build upon the Company’s recent operational improvements, history of technology leadership and commitment to customer service and success.”

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“As a private company, Intergraph now enters a new phase of growth and opportunity. We look forward to working with the people of Intergraph to grow long-term business value by addressing the specific technology needs of the Company’s customers and markets,” said David R. Tunnell, Managing Director of Hellman & Friedman LLC. “We believe Intergraph is a uniquely positioned global software company and has strong franchises with leading industry positions in large and growing end markets.”

Hellman & Friedman and Texas Pacific Group, both based in San Francisco, have previously partnered on a number of investments, including Linsco/Private Ledger (LPL Financial Services) and Texas Genco. Investing alongside the lead investors is JMI Equity, a Baltimore and San Diego-based private equity firm exclusively focused on software and Internet driven businesses.

Intergraph stock will cease to trade on the NASDAQ Global Select Market at market close today and will no longer be listed. Intergraph has appointed Computershare Shareholder Services, Inc. as paying agent, and, as soon as practicable, will mail a letter of transmittal and instructions to all Intergraph stockholders of record. The letter of transmittal and instructions will contain information on how to surrender Intergraph common stock in exchange for the merger consideration, without interest. Stockholders of record should be in receipt of the letter of transmittal before surrendering their shares. Stockholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash as such conversions will be handled by the bank or broker.

About Intergraph
Intergraph Corporation (NASDAQ: INGR) is a leading global provider of spatial information management (SIM) software. Security organizations, businesses and governments in more than 60 countries rely on the Company’s spatial technology and services to make better and faster operational decisions. Intergraph’s customers organize vast amounts of complex data into understandable visual representations, creating intelligent maps, managing assets, building and operating better plants and ships, and protecting critical infrastructure and millions of people around the world. For more information, visit www.intergraph.com.

About Hellman & Friedman LLC
Hellman & Friedman LLC is a leading private equity investment firm with offices in San Francisco, New York and London. The Firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including financial services, professional services, asset management, software and information, media and energy. Since its founding in 1984, the Firm has raised and, through its affiliated funds, managed over $8 billion of committed capital. Recent investments include: Activant Solutions Inc., Artisan Partners Limited Partnership, DoubleClick, Inc., GeoVera Insurance Group Holdings, Ltd., LPL Holdings, Inc., Mondrian Investment Partners, Ltd., The Nasdaq Stock Market, Inc. (NDAQ), Texas Genco LLC, Vertafore, Inc. and VNU N.V. For more information, visit www.hf.com.

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About Texas Pacific Group
Texas Pacific Group is a private investment partnership that was founded in 1992 and currently has more than $30 billion of assets under management. With offices in San Francisco, London, Hong Kong, Fort Worth and other locations globally, TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures and restructurings. TPG seeks to invest in world-class franchises across a range of industries, including industrials (Altivity Packaging, British Vita, Grohe, Kraton Polymers, Texas Genco), technology (Lenovo, MEMC, Seagate, SunGard), retail/consumer (Debenhams, Ducati, J. Crew, Neiman Marcus, Petco), airlines (America West, Continental), media and communications (Findexa, MGM, TIM Hellas), financial services (Endurance Specialty Holdings, Fidelity National Information Services, LPL Financial Services) and healthcare (IASIS Healthcare, Oxford Health Plans, Quintiles Transnational), among others. For more information, visit www.texaspacificgroup.com.

About JMI Equity
JMI Equity, based in Baltimore and San Diego, is a private equity firm exclusively focused on investments in software and Internet driven businesses. Founded in 1992, JMI has invested in over 75 companies throughout North America and has approximately $700 million of capital under management. JMI invests in growing businesses. The Firm’s focus is on providing the first institutional capital to self-funded companies. JMI also invests in select recapitalization and management buyout financings. Representative investments include Blackbaud, Inc., DoubleClick, Inc., Jackson Hewitt, Inc., Mission Critical Software, Inc. (acquired by NetIQ, Inc), NEON Systems, Inc. (acquired by Progress Software Corporation), Transaction Systems Architects, Inc. and Unica Corporation. For more information, visit www.jmiequity.com.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on estimates and assumptions. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors and other risks are detailed in Intergraph’s current filings with the Securities and Exchange Commission, including Intergraph’s most recent filings on Forms 8-K, 10-Q and 10-K. Intergraph undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Intergraph and the Intergraph logo are trademarks or registered trademarks of Intergraph Corporation or its subsidiaries in the U.S. and other countries. All other trade names are trademarks or registered trademarks of their respective holders.

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