-----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, UllSSpbo9JjUQNNzba3V+TcupcXaBFa7CTizvpaJ01U+0LfosDkX+8t6MQTFaZm3 llVnmtjAfcpo2XCsscll1g== 0001047469-98-033918.txt : 19980909 0001047469-98-033918.hdr.sgml : 19980909 ACCESSION NUMBER: 0001047469-98-033918 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980908 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUICKTURN DESIGN SYSTEMS INC CENTRAL INDEX KEY: 0000914252 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770159619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43785 FILM NUMBER: 98705211 BUSINESS ADDRESS: STREET 1: 55 W TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 951311013 BUSINESS PHONE: 4089146000 MAIL ADDRESS: STREET 1: 55 W TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131-1013 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 14D1/A BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036857000 SC 14D1/A 1 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 5 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT (PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) QUICKTURN DESIGN SYSTEMS, INC. (Name of Subject Company) MENTOR GRAPHICS CORPORATION MGZ CORP. (Bidders) COMMON STOCK, PAR VALUE $.001 PER SHARE (including the Associated Rights) (Title of Class of Securities) 74838E102 (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) 685-1200 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: JOHN J. HUBER, ESQ. CHRISTOPHER L. KAUFMAN, ESQ. LATHAM & WATKINS LATHAM & WATKINS 1001 PENNSYLVANIA AVENUE, N.W. 75 WILLOW ROAD WASHINGTON, DC 20004 MENLO PARK, CALIFORNIA 94025 (202) 637-2200 (650) 328-4600 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- MGZ Corp., a Delaware corporation ("Purchaser"), and Mentor Graphics Corporation, an Oregon corporation ("Parent"), hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 filed on August 12, 1998 (the "Statement"), as amended, with respect to the offer by Purchaser to purchase all outstanding shares of Common Stock, par value $.001 per share, of Quickturn Design Systems, Inc., a Delaware corporation, for a purchase price of $12.125 per share, net to the seller in cash, without interest thereon, as set forth in this Amendment No. 5. Capitalized terms used herein and not defined have the meanings ascribed to them in the Statement. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On September 4, 1998, Parent, Bank of America and BancAmerica Securities, Inc., as successor to BARS, executed letters, copies of which are attached hereto as Exhibit (b)(2) and are incorporated herein by reference, by which Bank of America confirmed its original understanding and intention with respect to the effect under the Commitment Letter and the Credit Agreement of the entry of a judgement or injunction against Parent in connection with the pending patent litigation between Parent and the Company (the "Patent Litigation"). No judgement, ruling, injunction or other outcome of the Patent Litigation will be considered in evaluating the occurrence or existence of a "Material Adverse Effect" under the Credit Agreement or a material adverse change under the Commitment Letter. In addition, no judgement, order, decree or arbitration award entered against Parent (or any bond or credit enhancement posted pending appeal of such a judgment, order, decree or arbitration award) will be included in the calculation of any financial covenant under the Credit Agreement if the enforcement of any such judgment, order, decree or arbitration remains effectively stayed pending appeal. Any bond or credit enhancement posted in connection with the appeal of such a judgement, order, decree or arbitration award will be a permitted contingent obligation under the Credit Agreement. In order to confirm this original understanding and intention, the Credit Agreement and Commitment Letter are amended, effective as of August 11, 1998, by the above terms of the letters of original understanding. In accordance with the original understanding and intention of Parent and Bank of America, Parent expects to stay enforcement in the event of any adverse judgement, order, decree or arbitration award concerning the Patent Litigation. ITEM 10. ADDITIONAL INFORMATION. (c) On September 8, 1998, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(14) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(14) Press Release dated September 8, 1998. (b)(2) Letters relating to the Commitment Letter and Credit Agreement, dated September 4, 1998. 2 SIGNATURES 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: September 8, 1998 MENTOR GRAPHICS CORPORATION By: /s/ Gregory K. Hinckley Name: Gregory K. Hinckley Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer MGZ CORP. By: /s/ Gregory K. Hinckley Name: Gregory K. Hinckley Title: Secretary and Chief Financial Officer
3 EX-99.(A)(14) 2 EXHIBIT 99(A)(14) Exhibit 99(a)(14) MENTOR GRAPHICS ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD FOR ITS OFFER TO ACQUIRE QUICKTURN WILSONVILLE, ORE., Sept. 8, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired with respect to Mentor's $12.125 per share cash tender offer to acquire all shares of Quickturn Design Systems, Inc. (Nasdaq: QKTN). Mentor's tender offer is scheduled to expire at 12:00 midnight, New York City time, on September 9, 1998, unless extended. Mentor's tender offer was commenced on August 12, 1998, prior to the recent, significant stock market decline. The offer price represents a premium of 51.6 percent over Quickturn's closing price of $8.00 per share on the day prior to commencement of the offer. At $12.125 per share, Mentor's offer values Quickturn at $217 million, based on the 17,922,518 Quickturn shares outstanding at July 31, 1998. Mentor already holds 591,500 Quickturn shares, or 3.3 percent. Mentor Graphics is suing Quickturn in the Delaware Chancery Court to, among other things, invalidate certain actions taken by Quickturn's Board of Directors and management which are denying Quickturn stockholders the opportunity to realize the benefits of Mentor's premium, all-cash, fully financed offer. Separately, Mentor today announced that on September 4, the Delaware Court of Chancery rejected the attempts of Quickturn to defer the trial on Mentor's claims regarding the validity of the defensive measures adopted by Quickturn in response to Mentor's offer. Trial on this matter will be held during the week of October 19. The (more) 2 Court of Chancery also scheduled argument on Quickturn's anticipated motion for summary judgment for October 7. Earlier last week, the United States District Court for the District of Delaware scheduled a hearing on Mentor's and Quickturn's cross-motions to require corrective disclosures for October 6, 1998. The Dealer Manager for the Offer is Salomon Smith Barney. The Information Agent for the Offer is MacKenzie Partners, Inc., which can be reached toll-free at 800-322-2885 or by collect call at 212-929-5500. The offer is not subject to any financing condition. The tender offer is subject to a number of terms and conditions, including a majority of outstanding Quickturn shares being validly tendered and not withdrawn; redemption or removal of Quickturn's shareholder rights plan; and the inapplicability of the Delaware business combination statute. The Offer to Purchase and ancillary documents are available on a Mentor Graphics World Wide Web site at http://www.mentorg.com/file. Contacts: Anne M. Wagner Vice President, Marketing 503-685-1462 Roy Winnick Kekst and Company 212-521-4842 EX-99.(B)(2) 3 EXH 99(B)(2) LETTERS RELATING TO COMMITMENT LETTER Exhibit 99(b)(2) [LETTERHEAD OF BANKAMERICA CORPORATION] September 4, 1998 Mentor Graphics Corporation 8005 S.W. Boeckman Road Wilsonville, OR 97070-7777 Attention: Mr. Dennis Weldon Re: Mentor Graphics Corporation --------------------------- Dear Mr. Weldon: This letter of amendment is being delivered in connection with that certain $200,000,000 Commitment Letter dated August 11, 1998 (together with all attachments thereto and as supplemented hereby, the "Commitment Letter"), among Bank of America National Trust and Savings Association ("BofA"), BancAmerica Securities, Inc., as successor to BancAmerica Robertson Stephens (the "Arranger"), and Mentor Graphics Corporation (the "Company"). All capitalized terms not defined herein shall be given the meaning ascribed thereto in the form Credit Arrangement (the "Credit Agreement") attached to the Commitment Letter and to be entered into among the Company, certain lenders (together with BofA in its capacity as a lender, the "Banks") and BofA, as agent for the Banks (in such capacity, the "Agent"), pursuant to the Commitment Letter. The Company has requested that BofA confirm its original understanding and intention with respect to the effect under the Commitment Letter and the Credit Agreement of the entry of a judgment or injunction (or continuation of an existing injunction) against the Company in connection with the pending patent litigation (the "Patent Litigation") between the Company and Quickturn Design Systems, Inc. ("Quickturn"). Accordingly, BofA hereby confirms its original understanding and intention, and, solely for the purpose of confirming such understanding and intention, amends the Commitment Letter and Credit Agreement as follows: 1. In accordance with the last sentence of the definition of "Material Adverse Effect" set forth in Section 1.01 of the Credit Agreement, any judgement, ruling injunction or other outcome of the Patent Litigation will not be considered in evaluating the occurrence or existence of a Material Adverse Effect under the Credit Agreement; similarly, any judgement, ruling injunction or other outcome of the Patent Litigation will not be considered in evaluating the occurrence or existence of a material adverse change in the financial condition or business of the Company or the Company and its consolidated subsidiaries for purposes of the Commitment Letter. 2. Section 1.04 of the Credit Agreement is hereby amended by adding a new sentence at the end of such Section which shall read as follows: "Further, for purposes of determining the Company's compliance with the financial covenants set forth at Section 7.14, any judgement, order, decree or arbitration award entered against the Company (or any bond or other credit enhancement posted in connection therewith pending appeal of such judgement, order, decree or arbitration award by the Company) in the ongoing patent litigation between the Company and Quickturn which, in accordance with GAAP, must be recorded as a liability on the consolidated balance sheet of the Company will not be included in the calculation of any of the financial covenants set forth at Section 7.14; PROVIDED that the enforcement of any such judgment, order, decree or arbitration remains effectively stayed pending appeal." 3. Section 7.08 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of subsection (e) thereof; (ii) deleting the period at the end of subsection (f) thereof and replacing it with "; and"; and (iii) adding a new subsection (g) which shall read as follows: ``(g) Contingent Obligations in respect of any bond or credit enhancement posted or otherwise provided by or on behalf of the Company in connection with the appeal by the Company of any judgment, order, decree or arbitration award entered against the Company relating to the ongoing patent litigation between the Company and Quickturn." The parties hereto agree that the amendments effected hereby shall be effective as of August 11, 1998. You may freely disclose this letter and the terms and substance hereof at any time to any other Person. Notwithstanding any such disclosure to any other Person, this letter sets forth the understanding among the parties hereto and may not be relied upon by any other Person (other than any Indemnified Person). Very truly yours, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: /s/ Kevin McMahon --------------------------- Name: Kevin McMahon Title: Managing Director BANCAMERICA SECURITIES, INC. By: /s/ Edward Millet ---------------------------- Name: Edward Millet Title: Vice President 2 Acknowledged and agreed to as of the date first above written: MENTOR GRAPHICS CORPORATION By: /s/ Gregory K. Hinckley -------------------------------- Name: Gregory K. Hinckley Title: Executive Vice President 3 [LETTERHEAD OF BANKAMERICA CORPORATION] September 4, 1998 Mentor Graphics Corporation 8005 S.W. Boeckman Road Wilsonville, OR 97070-7777 Attention: Mr. Dennis Weldon Re: Mentor Graphics Corporation --------------------------- Dear Mr. Weldon: Reference is made to the $200,000,000 Commitment Letter dated August 11, 1998 (together with all attachments thereto, the "Commitment Letter"), among Bank of America National Trust and Savings Association ("BofA"), BancAmerica Securities, Inc., as successor to BancAmerica Robertson Stephens (the "Arranger") and Mentor Graphics Corporation (the "Company"). This letter is being delivered in connection with that certain letter from the undersigned to you delivered herewith pursuant to which we confirm our original understanding and intention with respect to certain matters relating to the Commitment Letter and the form Credit Agreement (the "Credit Agreement") attached thereto. By its signature below, the Company hereby ratifies and confirms that its obligations to indemnify the indemnified persons as and to the extent set forth in the Commitment Letter remain in full force and effect. Very truly yours, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: /s/ Kevin McMahon ------------------------ Name: Kevin McMahon Title: Managing Director BANCAMERICA SECURITIES, INC By: /s/ Edward Millet ------------------------- Name: Edward Millet Title: Vice President Acknowledged and agreed to as of the date first above written: MENTOR GRAPHICS CORPORATION By: /s/ Gregory K. Hinckley - ---------------------------- Name: Gregory K. Hinckley Title: Executive Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----