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.