UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Intergraph Corp.
Title of Class of Securities: Common Stock, $.10 par value
CUSIP Number: 458683109
(Date of Event Which Requires Filing of this Statement)
March 5, 2002
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP Number: 458683109
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Michael Lowenstein
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
0
6. Shared Voting Power:
2,558,680
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
2,558,680
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,558,680
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
5.14%
12. Type of Reporting Person
IN
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CUSIP Number: 458683109
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Thomas J. Coleman
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
72,000
6. Shared Voting Power:
2,558,680
7. Sole Dispositive Power:
72,000
8. Shared Dispositive Power:
2,558,680
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,630,680
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
5.30%
12. Type of Reporting Person
IN
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Item 1(a) Name of Issuer: Intergraph Corp.
(b) Address of Issuer's Principal Executive Offices:
One Madison Industrial Park
IW 2000
Huntsville, AL 35899-0001
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Michael Lowenstein
Thomas J. Coleman
c/o Kensico Capital LLC
Kensico Capital Management Corp.
200 Park Avenue - Suite 3300
New York, New York 10017
(d) Title of Class of Securities: Common Stock, $.10 par
value
(e) CUSIP Number: 458683109
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
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(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: 2,558,680 shares
benficially owned by Michael Lowenstein; 2,630,680
shares beneficially owned by Thomas J. Coleman
(b) Percent of Class: 5.14% by Michael Lowenstein;
5.3% by Thomas J. Coleman
(c) Michael Lowenstein: 2,558,680 shares with
shared power to vote or to direct the vote; 0
shares with sole power to vote or to direct the
vote; 2,558,680 shares with shared power to
dispose or to direct the disposition of; 0
shares with the sole power to dispose or to
direct the disposition of
Thomas J. Coleman: 2,558,680 shares with shared
power to vote or to direct the vote; 72,000
shares with sole power to vote or direct the
vote; 2,558,680 shares with shared power to
dispose or to direct the disposition of; 72,000
shares with the sole power to dispose or to
direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
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.
/s/ Michael Lowenstein
_________________________
Michael Lowenstein
March 11, 2002
__________________
Date
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AGREEMENT
The undersigned agree that this Schedule 13G
Amendment No. 1 dated March 5, 2002 relating to the Common
Stock of Intergraph Corp shall be filed on behalf of the
undersigned.
MICHAEL LOWENSTEIN
By: /s/ Michael Lowenstein
_______________________________
Michael Lowenstein
THOMAS J. COLEMAN
By: /s/ Thomas J. Coleman
_______________________________
Thomas J. Coleman
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02994001.AA5