0000928475-11-000105.txt : 20110512 0000928475-11-000105.hdr.sgml : 20110512 20110512134510 ACCESSION NUMBER: 0000928475-11-000105 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110512 DATE AS OF CHANGE: 20110512 EFFECTIVENESS DATE: 20110512 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34795 FILM NUMBER: 11835072 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: DFAN14A 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 DFAN14A 1 mentdfan14a051211.txt SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to 240.14a-12 Mentor Graphics Corporation (Name of Registrant as Specified In Its Charter) Icahn Partners LP Icahn Partners Master Fund LP Icahn Partners Master Fund II LP Icahn Partners Master Fund III LP High River Limited Partnership Hopper Investments LLC Barberry Corp. Icahn Onshore LP Icahn Offshore LP Icahn Capital L.P. IPH GP LLC Icahn Enterprises Holdings L.P. Icahn Enterprises G.P. Inc. Beckton Corp. Carl C. Icahn Brett Icahn David Schechter Gary Meyers Jose Maria Alapont (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: FOR IMMEDIATE RELEASE ICAHN CONFIRMS VICTORY AT MENTOR GRAPHICS BOARD ELECTION New York, New York, May 12, 2011 Contact: Susan Gordon (212) 702-4309 Carl C. Icahn issued the following statement today: While official results may be several days away, it appears that our three nominees (Jose Maria Alapont, Gary Meyers and David Schechter) have won election as directors of Mentor Graphics, replacing incumbent directors James Fiebiger, Marsha Congdon and Fontaine Richardson. Preliminary results indicate that all three of our nominees won by a meaningfully high margin. We hope this marks the beginning of a secular change in corporate governance that will usher in a new era in which director accountability to shareholders becomes the rule rather than the exception. This is an important victory for Mentor Graphics shareholders, many of whom clearly shared our belief that change was warranted at the company. This is also a major triumph for shareholder democracy generally. We have always maintained that a board's primary responsibility is to oversee management to ensure that the interests of shareholders - the owners of the company - are zealously protected and advanced above all others. In our view, there is no better way to achieve that goal than to increase the alignment of the interests of directors and owners by allowing owners to have significant board representation. We continue to believe Mentor's shares are undervalued and are pleased to have provided a mechanism for shareholders to have a greater voice in determining the company's future. Our nominees look forward to a cooperative and productive relationship with the remaining incumbent directors.