Intergraph Corporation
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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):
September 27, 2006 (September 26, 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)
     ý 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))

 

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Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
September 27, 2006 Press Release

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Item 8.01. Other Events
     On September 27, 2006, Intergraph Corporation (the “Company”) issued a press release announcing that the U.S. antitrust agencies granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), on September 26, 2006 with respect to the previously announced agreement to acquire the Company by an investor group led by Hellman & Friedman LLC and Texas Pacific Group in a transaction valued at approximately $1.3 billion.
     A copy of the press release issued by the Company announcing the expiration of the waiting period under the HSR Act is filed as an exhibit hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit 99.1       Press Release dated September 27, 2006

 

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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: September 27, 2006

 

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EXHIBIT INDEX
Exhibit 99.1       Press Release dated September 27, 2006