-----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, QoMqG5E781tac9Rt+oRZFBgEn4+ZlnAvh/Pqgw20wF315MbwT74GpSgkfwtB4Pfw 6VUOsyvKALsoK6iMKgKfeA== 0001047469-98-035752.txt : 19980929 0001047469-98-035752.hdr.sgml : 19980929 ACCESSION NUMBER: 0001047469-98-035752 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980928 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: DFAN14A SEC ACT: SEC FILE NUMBER: 000-22738 FILM NUMBER: 98716659 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: DFAN14A BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036857000 DFAN14A 1 DFAN14A SCHEDULE 14A INFORMATION 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 Section 240.14a-11(c) or Section 240.14a-12 QUICKTURN DESIGN SYSTEMS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) MENTOR GRAPHICS CORPORATION - -------------------------------------------------------------------------------- (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 Rules 14a-6(i)(1) 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 MENTOR GRAPHICS URGES QUICKTURN STOCKHOLDERS TO TENDER THEIR SHARES BY MIDNIGHT ON OCTOBER 6 WILSONVILLE, OR, SEPTEMBER 28, 1998 -- Mentor Graphics Corporation (NASDAQ: MENT) announced today that it is urging stockholders of Quickturn Design Systems, Inc. (NASDAQ: QKTN) to tender their shares prior to midnight on October 6, 1998. Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics, said that "by tendering their shares, Quickturn stockholders will be sending a clear message to the Quickturn Board regarding their support for the Mentor Graphics offer." In connection with current litigation between Mentor Graphics and Quickturn, hearings are scheduled for October 6 and October 7, respectively, in federal and state court in Delaware. A copy of Dr. Rhines' letter containing the recommendation to Quickturn's stockholders follows: September 28, 1998 Dear Quickturn Stockholder: This week you have an important opportunity to send the Quickturn Board of Directors a message to stop its entrenchment tactics and wasteful litigation, which are designed to block Mentor Graphics' all cash, premium offer. Tell them to act in your best interests -- not theirs. TENDER YOUR SHARES PRIOR TO OCTOBER 6, 1998 -- SEND YOUR MESSAGE LOUD AND CLEAR Act today. Mentor Graphics' $12.125 per share offer is scheduled to expire at 12:00 Midnight, New York City time, on Tuesday, October 6, 1998, unless extended. Despite our repeated efforts to negotiate with Quickturn's Board and management since the commencement of our offer six weeks ago on August 12, 1998, they have refused to meet. Instead, Quickturn's Board and management have engaged in stonewalling and entrenchment tactics. If successful, these roadblocks, including amending Quickturn's deadhand poison pill, will prevent all Quickturn stockholders for a period of at least 270 days - at least nine months -- from accepting an offer that we believe you should be able to accept today. We believe that you'll find that Quickturn's entrenchment efforts are against your best interests, as discussed in the enclosed letter we sent to the Quickturn Board on Friday, September 25. Furthermore, we believe that Quickturn management's business plan and their portrayal of Quickturn's future prospects as an independent company are doubtful. Remember that this is the same management that has repeatedly failed to meet securities analysts' expectations in the past. Weigh their past performance against our all-cash, fully financed premium $12.125 per share offer. Keep in mind the $7.00 to $8.00 per share range in which Quickturn's stock traded during the weeks immediately preceding the announcement of our offer. IN THE PRESENT TURBULENT STOCK MARKET, OUR 50% PREMIUM OFFER IS MORE ATTRACTIVE NOW THAN EVER BEFORE We stand ready to negotiate, and we would be willing to consider increasing our offer to reflect even greater value if justified by our due diligence review. In early September, a significant number of Quickturn stockholders clearly demonstrated to the Quickturn Board their preference for Mentor Graphics' offer by tendering their shares. More than 7,046,297 shares were tendered, which when added to the shares already owned by Mentor Graphics represent nearly 43% of Quickturn's outstanding common stock. JOIN YOUR FELLOW STOCKHOLDERS WHO HAVE ALREADY SENT A CLEAR MESSAGE OF SUPPORT FOR MENTOR GRAPHICS' OFFER -- ADD YOUR VOICE BY TENDERING YOUR SHARES PRIOR TO OCTOBER 6 AND BY VOTING MENTOR GRAPHICS' GOLD PROXY. If you have any questions or need assistance in tendering your shares or voting Mentor Graphics' GOLD proxy, please call MacKenzie Partners, Inc., which can be reached at 800-322-2885 Toll-Free or at 212-929-5500 (Collect). Sincerely, Walden C. Rhines President and Chief Executive Officer TENDER YOUR SHARES VOTE THE GOLD PROXY TODAY Mentor Graphics' 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. CONTACT: Anne M. Wagner Roy Winnick Vice President, Marketing Kekst and Company 503/685-1462 212/521-4842 # # # -----END PRIVACY-ENHANCED MESSAGE-----