-----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, O45IAji6YCi10fxEYMvEhhHnEku/xzWUWmu17tw4/yF2IOJU+tyBxstFF96s5hOy z3S6mbmxfbyhohEzd4CYsA== 0001047469-98-035888.txt : 19980930 0001047469-98-035888.hdr.sgml : 19980930 ACCESSION NUMBER: 0001047469-98-035888 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980929 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: 98717619 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. 11 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. 11. 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 29, 1998, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(22) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(22) Press Release dated September 29, 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 29, 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-11.(A)(22) 2 PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- MENTOR GRAPHICS SAYS INDEPENDENT TABULATORS CERTIFY VALIDITY OF AGENT DESIGNATIONS TO CALL SPECIAL MEETING OF QUICKTURN STOCKHOLDERS -- MENTOR GRAPHICS CHALLENGES QUICKTURN BOARD TO HOLD SPECIAL MEETING ON OCTOBER 29, 1998 -- WILSONVILLE, OR, SEPTEMBER 29, 1998 -- Mentor Graphics Corporation (NASDAQ: MENT) today announced that CT Corporation System, an independent tabulation firm retained by Quickturn Design Systems, Inc. (NASDAQ: QKTN), has certified that the Agent Designations delivered by Mentor Graphics to call a Special Meeting of Quickturn stockholders validly represent 17.26% of Quickturn's outstanding shares. As previously indicated, Quickturn's bylaws permit stockholders representing at least 10% of Quickturn's stock outstanding to call a Special Meeting. Mentor Graphics has called the meeting for October 29, 1998, with a record date of September 10, 1998. Quickturn is challenging the meeting and record dates in Delaware state court. The principal 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 Graphics' $12.125 per share all-cash offer. Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics, said, "We call upon Quickturn to stop wasting stockholders' time and money. The Agent Designations are valid and were valid when we delivered them 18 days ago on Friday, September 11, 1998." Dr. Rhines continued: "As verified by the independent tabulator, Quickturn's stockholders have validly called the Special Meeting. It is high time for the Quickturn Board to adhere to the wishes of its stockholders to decide for themselves the merits of Mentor Graphics' offer on the date selected - Thursday, October 29, 1998." Dr. Rhines emphasized: "Our commitment is to complete this transaction as promptly as possible. We urge stockholders to send the Quickturn Board a strong message by tendering their shares prior to midnight on October 6, 1998." 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-----