UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INTERGRAPH CORPORATION
----------------------
(Name of Issuer)
Common Shares, par value $0.10 share
------------------------------------
(Title of Class of Securities)
458683109
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event which Requires Filing
of this Statement)
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 on 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).
Continued on following pages
Page 1 of 10 Pages
SCHEDULE 13G
CUSIP No. 458683109 Page 2 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
KENSICO CAPITAL MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,416,747
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,416,747
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,416,747
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
3.92%
12 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No. 458683109 Page 3 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
KENSICO CAPITAL LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,027,138
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,027,138
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,138
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
2.85%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 458683109 Page 4 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MICHAEL LOWENSTEIN
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,416,747
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,416,747
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,416,747
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
3.92%
12 Type of Reporting Person (See Instructions)
IN; HC
SCHEDULE 13G
CUSIP No. 458683109 Page 5 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
THOMAS J. COLEMAN
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,468,395
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,468,395
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,468,395
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.07%
12 Type of Reporting Person (See Instructions)
IN; HC
Page 6 of 10 Pages
Item 1(a) Name of Issuer:
Intergraph Corporation (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
One Madison Industrial Park IW 2000, Huntsville, Alabama 35894
-0001
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Kensico Capital Management Company ("Kensico Capital
Management");
ii) Kensico Capital LLC ("Kensico Capital");
iii) Michael Lowenstein ("Mr. Lowenstein"); and
iv) Thomas J. Coleman ("Mr. Coleman").
This statement relates to shares (as defined herein) held for
the accounts of (i) Kensico Partners, L.P., a Delaware limited partnership
("Kensico Partners"), Kensico Associates, L.P., a Delaware limited partnership
("Kensico Associates"), Kensico Offshore Fund, Ltd., a limited liability company
organized under the laws of the Cayman Islands, B.W.I., ("Kensico Offshore"),
and Kensico American-Drawdown Fund, L.P., a Delaware limited partnership
("Kensico Drawdown" and, together with Kensico Partners, Kensico Associates and
Kensico Offshore, the "Funds"). Kensico Capital Management serves as investment
manager to the Funds and, in such capacity, may be deemed to have voting and
dispositive power over the Shares held for the accounts of the Funds. Kensico
Capital LLC serves as General Partner of the Funds, other than Kensico Offshore.
Mr. Lowenstein and Mr. Coleman serve as Co-Presidents of Kensico Capital
Management and are Managing Members of Kensico Capital.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 200 Park Avenue, Suite 3300, New York, N.Y. 10166.
Item 2(c) Citizenship:
1) Kensico Capital Management Company is a Delaware
corporation;
2) Kensico Capital is a Delaware limited liability company;
3) Mr. Lowenstein is a citizen of the United States; and
4) Mr. Coleman is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common stock, par value $0.10 per share (the "Shares").
Item 2(e) CUSIP Number:
458683109
Page 7 of 10 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
(1) As of January 30, 2004, each of Kensico Capital Management
and Mr. Lowenstein may be deemed to be the beneficial owner of the 1,416,747
Shares held for the accounts of the Funds.
(2) As of January 30, 2004, Kensico Capital may be deemed to
be the beneficial owner of 1,027,138 Shares held for the accounts of Kensico
Partners, Kensico Associates and Kensico Drawdown.
(3) As of January 30, 2004, Mr. Coleman may be deemed to be
the beneficial owner of 1,468,395 Shares. This amount consists of (A) 1,416,747
Shares held for the accounts of the Funds and (B) 51,648 Shares held for Mr.
Coleman's personal account.
Item 4(b) Percent of Class:
(1) The number of Shares of which each of Kensico Capital
Management and Mr. Lowenstein may be deemed to be the beneficial owner
constitutes 3.92% of the total number of Shares outstanding (based upon
information provided by the Issuer to the Reporting Persons, the number of
Shares outstanding was 36,102,000 as of January 30, 2004).
(2) The number of Shares of which Kensico Capital may be
deemed to be the beneficial owner constitutes 2.85% of the total number of
Shares outstanding.
(3) The number of Shares of which Mr. Coleman may be deemed to
be the beneficial owner constitutes 4.07% of the total number of Shares
outstanding.
Item 4(c) Number of shares as to which such person has:
Kensico Capital Management
--------------------------
(i) Sole power to vote or direct the vote: 1,416,747
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,416,747
(iv) Shared power to dispose or to direct the disposition of 0
Page 8 of 10 Pages
Kensico Capital
(i) Sole power to vote or direct the vote: 1,027,747
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,027,747
(iv) Shared power to dispose or to direct the disposition of 0
Mr. Lowenstein
(i) Sole power to vote or direct the vote: 1,416,747
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,416,747
(iv) Shared power to dispose or to direct the disposition of 0
Mr. Coleman
(i) Sole power to vote or direct the vote: 1,468,395
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,468,395
(iv) Shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report that the fact that
as of the date hereof the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the Shares, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The partners of Kensico Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by Kensico Partners in accordance with their partnership interests
in Kensico Partners.
(ii) The partners of Kensico Associates have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by Kensico Associates in accordance with their partnership interests
in Kensico Associates.
(iii) The shareholders of Kensico Offshore have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by Kensico Offshore in accordance with their ownership interests in
Kensico Offshore.
(iv) The partners of Kensico Drawdown have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by Kensico Drawdown in accordance with their partnership interests
in Kensico Drawdown.
Page 9 of 10 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that,
to the best of such person's 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 such securities and were
not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
Page 10 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 17, 2004 KENSICO CAPITAL MANAGEMENT COMPANY
By: /s/ Michael Lowenstein
-------------------------------
Name: Michael Lowenstein
Title: Authorized Signatory
Date: February 17, 2004 KENSICO CAPITAL LLC
By: /s/ Michael Lowenstein
-------------------------------
Name: Michael Lowenstein
Title: Authorized Signatory
Date: February 17, 2004 MICHAEL LOWENSTEIN
/s/ Michael Lowenstein
-----------------------------------
Date: February 17, 2004 THOMAS J. COLEMAN
/s/ Thomas J. Coleman
-----------------------------------