0000928475-11-000073.txt : 20110329
0000928475-11-000073.hdr.sgml : 20110329
20110329153239
ACCESSION NUMBER: 0000928475-11-000073
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110329
DATE AS OF CHANGE: 20110329
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP
CENTRAL INDEX KEY: 0000701811
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 930786033
STATE OF INCORPORATION: OR
FISCAL YEAR END: 0131
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-38367
FILM NUMBER: 11718637
BUSINESS ADDRESS:
STREET 1: 8005 SW BOECKMAN RD
CITY: WILSONVILLE
STATE: OR
ZIP: 97070-7777
BUSINESS PHONE: 5036857000
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ICAHN CARL C
CENTRAL INDEX KEY: 0000921669
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES CORP.
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212-702-4300
MAIL ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES CORP.
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
FORMER COMPANY:
FORMER CONFORMED NAME: ICAHN CARL C ET AL
DATE OF NAME CHANGE: 19950612
SC 13D/A
1
mentsch13damd13032911.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Mentor Graphics Corporation
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
587200106
(CUSIP Number)
Marc Weitzen
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 29, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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
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).
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on May
27, 2010 (the "Initial 13D"), by the Reporting Persons with respect to the
shares of Common Stock, without par value (the "Shares"), issued by Mentor
Graphics Corporation (the "Issuer"), is hereby amended to furnish the additional
information set forth herein. All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Initial
13D.
Item 4. Purpose of Transaction.
Item 4 of the Initial 13D is hereby amended to add the following:
On March 29, 2011, Carl C. Icahn delivered a letter to the board of
directors of the Issuer, a copy of which is filed herewith as an exhibit and
incorporated herein by reference.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION FOR USE AT ITS 2011 ANNUAL
MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION AND WILL ALSO BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
The information set forth above in Item 4 is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits
1. Letter dated March 29, 2011, from Carl C. Icahn to the board of
directors of the Issuer.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: March 29, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Schedule 13D - Mentor Graphics Corporation]
EXHIBIT A
---------
FOR IMMEDIATE RELEASE
ICAHN COMMENTS ON MENTOR GRAPHICS
New York, New York, March 29, 2011
Contact: Susan Gordon (212) 702-4309
Carl C. Icahn announced today that the following letter has been delivered to
the board of directors of Mentor Graphics Corporation:
CARL C. ICAHN
767 Fifth Avenue, 47th Floor
New York, New York 10153
March 29, 2011
VIA FEDERAL EXPRESS AND EMAIL
-----------------------------
Board of Directors
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777
Gentlemen and Ladies:
In the dark of night, just one day after its Board rejected our offer of
$17 per share, on March 29, 2011, the Company announced that it is going to
offer to sell, in a private placement to institutional investors, between $220
and $253 million of convertible debt. This news should outrage our fellow
shareholders as it does us.
The continual dilution of the Mentor Graphics common stockholder appears to
be business as usual for the Company. On the one hand, the Company indicates
that the price that we offered as a stalking horse bid for the Company is far
too low and a sale of the Company to a strategic acquirer is too risky; on the
other hand, it is choosing to issue securities convertible into stock that would
dilute shareholders and make a tender offer or other acquisition proposal by a
potential acquirer a great deal more difficult to accomplish.
The real question is why is the Board doing this? Considering the Company's
earnings forecast for its next fiscal year of $1.00 per share, we don't believe
it is in the interest of stockholders to potentially issue more shares pursuant
to this refinancing process and dilute shareholders. The Company should have
used its earnings to retire this debt or, to the extent insufficient, borrowed
money without any conversion features. This is an example of why the composition
of the Board cries out for new blood - members who consider what is best for our
fellow shareholders and are not satisfied with the status quo.
Why would the Company do this? For the last seventeen years, the Company's
share price has been in the doldrums. Walden Rhines has pocketed seventeen years
of salaries and bonuses and the longstanding members of the Board of Directors
have been unchallenged and keep re-nominating themselves and getting elected. It
looks as though they are trying to ensure that they can keep the country club
going for the next seventeen years while the shareholders may face continuing
dilutive issuances by the Company.
We strongly protest what you are doing. We have heard from other
shareholders outraged by your convertible debt proposal. We encourage the
existing Board of Directors to act in the interest of shareholders and drop this
proposal and not enter into any financing that will act to derail an acquisition
proposal. After seventeen years of a stock that has done nothing, isn't it time
for the shareholders to be given every opportunity to determine if they want to
sell their company rather than to have these opportunities sabotaged?
Very truly yours,
Carl C. Icahn
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION FOR USE AT ITS 2011 ANNUAL
MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION AND WILL ALSO BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A
FILED BY CARL C. ICAHN AND HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 17, 2011.