-----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, SN4wHL9So9zTVLxZfEf6wedabjKSMBniFQIB9mShHlnmhJ0zZce5heJhzOHGGO+C vgsD9LH+39kGsTwWdBJzEw== 0001047469-98-034373.txt : 19980914 0001047469-98-034373.hdr.sgml : 19980914 ACCESSION NUMBER: 0001047469-98-034373 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980911 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: 98708315 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. 7 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. 7. Capitalized terms used herein and not defined have the meanings ascribed to them in the Statement. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) of the Statement is hereby amended and supplemented by the following: 1. On September 11, 1998, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(16) and is incorporated herein by reference. 2. On September 11, 1998, Parent commenced mailing a letter to the stockholders of the Company, a copy of which is attached hereto as Exhibit (a)(17) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(16) Press Release dated September 11, 1998. (a)(17) Letter to Quickturn Stockholders dated September 11, 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 11, 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)(16) 2 PRESS RELEASE DATED 09/11/98 MENTOR GRAPHICS SETS SPECIAL MEETING OF QUICKTURN STOCKHOLDERS FOR OCTOBER 29, 1998 -- PROXY MATERIALS BEING MAILED TODAY TO QUICKTURN STOCKHOLDERS NAME FIVE INDEPENDENT DIRECTOR NOMINEES TO REPLACE QUICKTURN BOARD -- -- MENTOR GRAPHICS PRESIDENT/CEO WALDEN C. RHINES, IN LETTER TO QUICKTURN STOCKHOLDERS, DESCRIBES QUICKTURN BOARD'S ENTRENCHING ACTIONS THAT PREVENT STOCKHOLDERS FROM REALIZING BENEFITS OF MENTOR'S $12.125 PER SHARE ALL-CASH, PREMIUM OFFER -- WILSONVILLE, ORE., SEPTEMBER 11, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT) today announced that, having received more than the requisite level of support from the stockholders of Quickturn Design Systems, Inc. (Nasdaq: QKTN), it has called a Special Meeting of the stockholders for October 29, 1998. The purpose of the Special Meeting is to vote on replacing the Quickturn Board of Directors with a slate of independent directors nominated by Mentor Graphics. If the nominees are elected, Mentor Graphics expects that, subject to their fiduciary duties to all Quickturn stockholders, the nominees will take the steps necessary to facilitate the stockholders' ability to accept Mentor's $12.125 per share all-cash offer at the earliest practicable date. The record date for Quickturn stockholders to be able to vote at the Special Meeting is September 10, 1998. In its proxy materials, which are first being mailed today, Mentor asks Quickturn stockholders to consider for themselves the actions the Quickturn Board took two weeks after the commencement of Mentor's tender offer. These actions included: - - Amending Quickturn's "dead hand poison pill" to make it impossible for a new board elected by a majority of Quickturn's stockholders to take the steps necessary to approve Mentor's all-cash offer and related merger proposal for at least six months after the Special Meeting election. - - Adopting certain anti-takeover bylaw amendments which impose a minimum delay of 90 to 100 days before Quickturn stockholders can vote to remove the Board that is opposing Mentor's offer--even if stockholders representing a majority of Quickturn's stockholders fully support that offer. In a letter sent today by Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics, to Quickturn stockholders along with the proxy materials, Dr. Rhines wrote: "The effect of these desperate anti-takeover tactics is to delay greatly consummation of our offer and subject Quickturn stockholders to unreasonable and unnecessary market and business risk." (more) In the letter, Dr. Rhines also described Mentor's position that Quickturn's Board and management have failed to deliver value to the company's stockholders, citing as reasons to support the position the fact that Quickturn has generated earnings per share significantly below consensus analyst estimates in three of the last four quarters; the fact that Quickturn's earnings have declined each year since 1996; and the fact that, following a less than one percent revenue increase in 1997, Quickturn revenues for the first six months of 1998 have actually declined from the comparable 1997 period. Dr. Rhines said: "We believe that Quickturn's Board and management have had more than enough time to implement a successful business plan for the benefit of its stockholders. In our opinion," he said, "they have failed to deliver value." Dr. Rhines asked: "How can the Quickturn Board claim that our offer of $12.125 per share is 'inadequate,' when, less than a month before our offer commenced, the Board itself lowered the exercise price of all 1.9 million employee stock options to $7.44 per share? We believe the Quickturn Board would only have taken this drastic action if it believed that the Company's business had been significantly impaired and that the options as repriced accurately reflected fair market value." He added: "The primary beneficiaries of this repricing were the Company's senior managers. Obviously, stockholders cannot reprice their shares." At the Special Meeting, Quickturn stockholders will be asked to elect as directors a slate of five Board nominees to replace the incumbent Quickturn Board. The five individuals nominated by Mentor Graphics are: Gideon Argov, Chairman, President and CEO of Kollmorgen Corporation; Scott H. Bice, Dean of the University of Southern California Law Center; Harry L. Demorest, Chief Executive Officer of Columbia Forest Products, Inc.; C. Scott Gibson, President of Gibson Enterprises; and Michael J.K. Savage, Managing Director of the San Francisco Opera and founder and former President of Savage Petroleum Company. The full text of the letter from Dr. Rhines being mailed today to Quickturn stockholders together with the proxy materials follows: September 11, 1998 Dear Quickturn Stockholder: For the past month, we have stood ready to discuss our $12.125 per share all-cash, premium offer with the Quickturn Board of Directors. Rather than even discuss this full and fair offer, we believe the Quickturn Board has taken actions to entrench themselves and prevent you from realizing the benefits of our offer. (more) Their actions to entrench themselves have forced us to take the steps necessary to call a special meeting to vote on replacing the Quickturn Board of Directors. We are pleased that we have received more than the requisite level of support from the stockholders of Quickturn to call a Special Meeting for October 29, 1998. We need your support because we believe that the Quickturn Board will only meet with us if you send them a message by giving us your vote. In deciding whether it is time to replace the Quickturn Board, consider for yourself the actions the Quickturn Board took two weeks after we made our offer: - - The Board amended its "dead hand poison pill" to make it impossible for a new board elected by a majority of Quickturn's stockholders to take the steps necessary to approve Mentor's all-cash offer and related merger proposal--for at least six months after the Special Meeting election. - - The Board also adopted certain anti-takeover bylaw amendments which impose a minimum delay of 90 to 100 days before stockholders can vote to remove the Board that is opposing Mentor's offer--even if stockholders representing a majority of Quickturn's stockholders fully support that offer. - - The effect of these desperate anti-takeover tactics is to delay greatly consummation of our offer and subject Quickturn stockholders to unreasonable and unnecessary market and business risk. TO SUPPORT MENTOR'S OFFER AND ENCOURAGE THE QUICKTURN BOARD TO STOP WASTING TIME AND YOUR MONEY, VOTE THE GOLD PROXY TODAY! While we are seeking to have the Board's actions invalidated in the Delaware courts, we need your support to send the Board a message to stop wasting your money by entrenching themselves and raising roadblocks to our offer. VOTE THE GOLD PROXY CARD TO REPLACE QUICKTURN'S BOARD, TELL THEM JUST SAYING NO TO OUR OFFER IS JUST NOT GOOD ENOUGH! We believe that Quickturn's Board and management have had more than enough time to implement a successful business plan for the benefit of its stockholders. In our opinion, they have failed to deliver value: - - Quickturn has generated earnings per share significantly below consensus analyst estimates in three of the last four quarters. - - Quickturn's earnings have declined each year since 1996. (more) - - Following a less than one percent revenue increase in 1997, Quickturn revenues for the first six months of 1998 have actually declined from the comparable 1997 period. How can the Quickturn Board claim that our offer of $12.125 per share is "inadequate" when, less than a month before our offer commenced, the Board itself lowered the exercise price of all 1.9 million employee stock options to $7.44 per share? We believe the Quickturn Board would only have taken this drastic action if it believed that the Company's business had been significantly impaired and that the options as repriced accurately reflected fair market value. - - The primary beneficiaries of this repricing were the Company's senior managers. - - Obviously, stockholders cannot reprice their shares. IF THE BOARD WON'T NEGOTIATE WITH MENTOR, WE BELIEVE IT IS TIME TO REPLACE THEM! We urge you to read our enclosed proxy materials, which discuss the four proposals that we are asking you to vote FOR at the Special Meeting. If the nominees are elected, Mentor Graphics expects that, subject to their fiduciary duties to all stockholders, the nominees will take the steps necessary to facilitate your ability to accept Mentor's all-cash offer at the earliest practicable date. Unless we are successful in overturning the anti-takeover impediments erected by the current Board, you may be forced to wait more than nine months to get the $12.125 per share in cash that we are offering today. The five nominees we are nominating are: Gideon Argov, Chairman, President and CEO of Kollmorgen Corporation; Scott H. Bice, Dean of the University of Southern California Law Center; Harry L. Demorest, Chief Executive Officer of Columbia Forest Products, Inc.; C. Scott Gibson, President of Gibson Enterprises; and Michael J.K. Savage, Managing Director of the San Francisco Opera and founder and former President of Savage Petroleum Company. WE URGE YOU TO VOTE YOUR GOLD PROXY EARLY TO SEND A STRONG MESSAGE TO THE EXISTING DIRECTORS THAT YOU WANT ACTION NOW--NOT IN NINE MONTHS! We appreciate your prompt consideration of this extremely important vote. We believe our offer is good for stockholders and good for the customers and the employees of both companies. Sincerely, /s/ Walden C. Rhines Dr. Walden C. Rhines President and Chief Executive Officer (more) * * * Mentor's tender offer was commenced on August 12, 1998. The offer price of $12.125 per share in cash represents a premium of 51.6 percent over Quickturn's closing price of $8.00 per share on August 11, 1998, the day before the Mentor offer was announced. Based on Quickturn's 17,922,518 shares outstanding at July 31, 1998 (including 591,500 shares owned by Mentor, or approximately 3.3 percent of the total), the transaction is valued at $217 million. As previously announced, Mentor's tender offer is scheduled to expire at 12:00 midnight, New York City time, on Tuesday, October 6, 1998, unless extended. The offer is not subject to any financing condition. The tender offer is subject to 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. As Mentor indicated at the time it commenced its offer, Quickturn's bylaws require that stockholders representing at least 10 percent of the company's stock execute agent designations to call for a Special Meeting. Stockholders representing approximately 17 percent of Quickturn stock have executed such agent designations. The Offer to Purchase and ancillary documents are available on a Mentor Graphics World Wide Web site at http://www.mentorg.com/file. 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. Contacts: Anne M. Wagner Roy Winnick Vice President, Marketing Kekst and Company 503-685-1462 212-521-4842 EX-99.(A)(17) 3 LETTER TO QUICKTURN STOCKHOLDERS [MENTOR GRAPHICS CORPORATION LOGO] September 11, 1998 Dear Quickturn Stockholder: For the past month, we have stood ready to discuss our $12.125 per share all-cash, premium offer with the Quickturn Board of Directors. Rather than even discuss this full and fair offer, we believe the Quickturn Board has taken actions to entrench themselves and prevent you from realizing the benefits of our offer. Their actions to entrench themselves have forced us to take the steps necessary to call a special meeting to vote on replacing the Quickturn Board of Directors. We are pleased that we have received more than the requisite level of support from the stockholders of Quickturn to call a Special Meeting for October 29, 1998. WE NEED YOUR SUPPORT BECAUSE WE BELIEVE THAT THE QUICKTURN BOARD WILL ONLY MEET WITH US IF YOU SEND THEM A MESSAGE BY GIVING US YOUR VOTE. In deciding whether it is time to replace the Quickturn Board, consider for yourself the actions the Quickturn Board took two weeks after we made our offer: - The Board amended its "dead hand poison pill" to make it impossible for a new board elected by a majority of Quickturn's stockholders to take the steps necessary to approve Mentor's all-cash offer and related merger proposal--FOR AT LEAST SIX MONTHS AFTER THE SPECIAL MEETING ELECTION. - The Board also adopted certain anti-takeover bylaw amendments which impose a minimum delay of 90 to 100 days before stockholders can vote to remove the Board that is opposing Mentor's offer--EVEN IF STOCKHOLDERS REPRESENTING A MAJORITY OF QUICKTURN'S STOCKHOLDERS FULLY SUPPORT THAT OFFER. - THE EFFECT OF THESE DESPERATE ANTI-TAKEOVER TACTICS IS TO DELAY GREATLY CONSUMMATION OF OUR OFFER AND SUBJECT QUICKTURN STOCKHOLDERS TO UNREASONABLE AND UNNECESSARY MARKET AND BUSINESS RISK. TO SUPPORT MENTOR'S OFFER AND ENCOURAGE THE QUICKTURN BOARD TO STOP WASTING TIME AND YOUR MONEY, VOTE THE GOLD PROXY TODAY! While we are seeking to have the Board's actions invalidated in the Delaware courts, we need your support to send the Board a message to stop wasting your money by entrenching themselves and raising roadblocks to our offer. VOTE THE GOLD PROXY CARD TO REPLACE QUICKTURN'S BOARD, TELL THEM JUST SAYING NO TO OUR OFFER IS JUST NOT GOOD ENOUGH! We believe that Quickturn's Board and management have had more than enough time to implement a successful business plan for the benefit of its stockholders. IN OUR OPINION, THEY HAVE FAILED TO DELIVER VALUE: - Quickturn has generated earnings per share SIGNIFICANTLY BELOW CONSENSUS ANALYST ESTIMATES in three of the last four quarters. - QUICKTURN'S EARNINGS HAVE DECLINED EACH YEAR SINCE 1996. - Following a less than one percent revenue increase in 1997, Quickturn revenues for the first six months of 1998 have actually declined from the comparable 1997 period. HOW CAN THE QUICKTURN BOARD CLAIM THAT OUR OFFER OF $12.125 PER SHARE IS "INADEQUATE" WHEN, LESS THAN A MONTH BEFORE OUR OFFER COMMENCED, THE BOARD ITSELF LOWERED THE EXERCISE PRICE OF ALL 1.9 MILLION EMPLOYEE STOCK OPTIONS TO $7.44 PER SHARE? We believe the Quickturn Board would only have taken this drastic action if it believed that the Company's business had been significantly impaired and that the options as repriced accurately reflected fair market value. - THE PRIMARY BENEFICIARIES OF THIS REPRICING WERE THE COMPANY'S SENIOR MANAGERS. - OBVIOUSLY, STOCKHOLDERS CANNOT REPRICE THEIR SHARES. IF THE BOARD WON'T NEGOTIATE WITH MENTOR, WE BELIEVE IT IS TIME TO REPLACE THEM! We urge you to read our enclosed proxy materials, which discusses the four proposals that we are asking you to vote FOR at the Special Meeting. If the nominees are elected, Mentor Graphics expects that, subject to their fiduciary duties to all stockholders, the nominees will take the steps necessary to facilitate your ability to accept Mentor's all-cash offer at the earliest practicable date. Unless we are successful in overturning the anti-takeover impediments erected by the current Board, you may be forced to wait more than nine months to get the $12.125 per share in cash that we are offering today. 2 The five nominees we are nominating are: Gideon Argov, Chairman, President and CEO of Kollmorgen Corporation; Scott H. Bice, Dean of the University of Southern California Law Center; Harry L. Demorest, Chief Executive Officer of Columbia Forest Products, Inc.; C. Scott Gibson, President of Gibson Enterprises; and Michael J.K. Savage, Managing Director of the San Francisco Opera and founder and former President of Savage Petroleum Company. WE URGE YOU TO VOTE YOUR GOLD PROXY EARLY TO SEND A STRONG MESSAGE TO THE EXISTING DIRECTORS THAT YOU WANT ACTION NOW -- NOT IN NINE MONTHS! We appreciate your prompt consideration of this extremely important vote. We believe our offer is good for stockholders and good for the customers and the employees of both companies. Sincerely, /s/ Walden C. Rhines Dr. Walden C. Rhines President and Chief Executive Officer If you have any questions or need assistance in completing the GOLD proxy card, please contact: [MACKENZIE PARTNERS, INC. LOGO] 156 Fifth Avenue New York, New York 10010 CALL TOLL-FREE (800) 322-2885 OR (212) 929-5500 (COLLECT) -----END PRIVACY-ENHANCED MESSAGE-----