-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DeLAoX5aIwiZpu8P3Dl1d7Fe/wMlRsXvAqNAriTW/6bKz6ojnjlSe4kpkHN76joH SoA8Q8fhZNFHjV4mZ8pFEg== 0000950149-01-501965.txt : 20020413 0000950149-01-501965.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950149-01-501965 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011219 GROUP MEMBERS: FRESNO CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IKOS SYSTEMS INC CENTRAL INDEX KEY: 0000756365 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 770100318 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41223 FILM NUMBER: 1817968 BUSINESS ADDRESS: STREET 1: 19050 PRUNERIDGE AVE CITY: CUPERTINO STATE: CA ZIP: 94086 BUSINESS PHONE: 4082451900 FILED BY: 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: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 SC TO-T/A 1 f77751a2scto-ta.txt SCHEDULE TO, AMENDMENT #2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) ------------------- IKOS SYSTEMS, INC. (NAME OF SUBJECT COMPANY (ISSUER)) MENTOR GRAPHICS CORPORATION FRESNO CORPORATION (NAMES OF FILING PERSONS (OFFERORS)) COMMON STOCK, PAR VALUE $0.01 PER SHARE, (TITLE OF CLASS OF SECURITIES) 451716203 (CUSIP NUMBER OF CLASS OF SECURITIES) WALDEN C. RHINES PRESIDENT AND CHIEF EXECUTIVE OFFICER MENTOR GRAPHICS CORPORATION 8005 S.W. BOECKMAN ROAD WILSONVILLE, OREGON 97070-7777 (503) 685-7000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON) COPIES TO: JOHN J. HUBER, ESQ. CHRISTOPHER L. KAUFMAN, ESQ. LATHAM & WATKINS LATHAM & WATKINS 555 11TH STREET, N.W., SUITE 1000 135 COMMONWEALTH DRIVE WASHINGTON, D.C. 20004 MENLO PARK, CALIFORNIA 94025 (202) 637-2200 (650) 328-4600 Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [ ] going private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 2 to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 7, 2001 (as previously amended, the "Schedule TO"), relating to a tender offer by Fresno Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Mentor Graphics Corporation, an Oregon corporation ("Mentor"), to purchase all outstanding shares of common stock, par value $0.01 per share, and the related preferred stock purchase rights, of IKOS Systems, Inc., a Delaware corporation (the "Company"), for a purchase price of $11.00 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 7, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal" which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the "Offer"). Capitalized terms used herein and not defined herein have the respective meanings assigned such terms in the Offer to Purchase. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS Item 5 is hereby amended to add the following: On December 18, 2001, Christopher Kaufman of Latham & Watkins, counsel to Mentor and Purchaser, received a letter by facsimile from Diane Holt Frankle of Gray Cary Ware & Freidenrich LLP, counsel to the Company, in the form attached to this Schedule TO as Exhibit (d)(4), which is incorporated by reference herein. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented as follows: (a)(1)(A) Offer to Purchase dated December 7, 2001.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9.* (a)(1)(G) Press release issued by Mentor Graphics Corporation on December 7, 2001.* (a)(1)(H) Summary Advertisement, published December 7, 2001.* (a)(1)(I) Complaint filed in the United States District Court for the District of Delaware on December 7, 2001.* (a)(1)(J) Complaint filed in the Chancery Court, New Castle County, Delaware on December 7, 2001.* (b) None. (c) None. (d)(1) Confidentiality Agreement dated June 16, 2000, between Mentor Graphics Corporation and IKOS Systems, Inc.* (d)(2) Letter from Gray Cary Ware & Freidenrich LLP to Latham & Watkins dated December 12, 2001, and form of confidentiality and standstill agreement.* (d)(3) Letter from Latham & Watkins to Gray Cary Ware & Freidenrich LLP dated December 18, 2001.* (d)(4) Letter from Gray Cary Ware & Freidenrich LLP to Latham & Watkins dated December 18, 2001. (e) None. (f) None. (g) None. (h) None. - ------------------ *Previously filed. 2 SIGNATURE After due 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. Dated: December 19, 2001 MENTOR GRAPHICS CORPORATION By: /s/ Gregory K. Hinckley ------------------------------------ Name: Gregory K. Hinckley Title: President FRESNO CORPORATION By: /s/ Gregory K. Hinckley ------------------------------------ Name: Gregory K. Hinckley Title: Chief Financial Officer 3 EXHIBIT INDEX (a)(1)(A) Offer to Purchase dated December 7, 2001.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9.* (a)(1)(G) Press release issued by Mentor Graphics Corporation on December 7, 2001.* (a)(1)(H) Summary Advertisement, published December 7, 2001.* (a)(1)(I) Complaint filed in the United States District Court for the District of Delaware on December 7, 2001.* (a)(1)(J) Complaint filed in the Chancery Court, New Castle County, Delaware on December 7, 2001.* (b) None. (c) None. (d)(1) Confidentiality Agreement dated June 16, 2000, between Mentor Graphics Corporation and IKOS Systems, Inc.* (d)(2) Letter from Gray Cary Ware & Freidenrich LLP to Latham & Watkins dated December 12, 2001, and form of confidentiality and standstill agreement.* (d)(3) Letter from Latham & Watkins to Gray Cary Ware & Freidenrich LLP dated December 18, 2001.* (d)(4) Letter from Gray Cary Ware & Freidenrich LLP to Latham & Watkins dated December 18, 2001. (e) None. (f) None. (g) None. (h) None. - ------------------ *Previously filed. EX-99.D.4 3 f77751a2ex99-d_4.txt EXHIBIT (D)(4) Exhibit (d)(4) [GRAY CARY TECHNOLOGY'S LEGAL EDGE(R) LETTERHEAD] December 18, 2001 VIA FACSIMILE OUR FILE NO. 1090303-1 Mr. Christopher L. Kaufman Latham & Watkins 135 Commonwealth Drive Menlo Park, CA 94025 RE: MENTOR GRAPHICS CORPORATION OFFER TO PURCHASE ALL OUTSTANDING SHARES OF IKOS SYSTEMS, INC. COMMON STOCK Dear Kit: I have received your letter dated December 18, 2001 and have reviewed your proposal that IKOS waive certain provisions of the form of confidentiality agreement provided by our letter dated December 12, 2001 in favor of Mentor Graphics Corporation, Synopsys, Inc. and any other third parties accepting the terms of the confidentiality agreement. I have also discussed your proposal with the IKOS Board of Directors. The proposed waiver would, in our view, potentially result in a breach of Section 5.2 of the Agreement and Plan of Merger and Reorganization by and among IKOS, Synopsys, Inc. and Oak Merger Corporation. In addition, IKOS does not believe that the proposed waiver would be in the best interest of IKOS and its stockholders, as the provisions for a standstill and a nonsolicitation clause are for the benefit of IKOS. IKOS will continue to comply with its obligations under the Merger Agreement. We look forward to receipt of an executed copy of the nondisclosure agreement in the form provided by my letter dated December 12, 2001. Very truly yours, GRAY CARY WARE & FREIDENRICH LLP By: /s/ Diane Holt Frankle _____________________________ Diane Holt Frankle dfrankle@graycary.com cc: Ramon A. Nunez Joseph W. Rockom -----END PRIVACY-ENHANCED MESSAGE-----