-----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, KP1WpOLwo0LzqZxOnLQJloIWR8ROdXyo9bkvKFXSc0zmqJZUlyI0DXY4faA6MVi4 xqiiqJorXedP/VPijhTBMw== 0001047469-98-038330.txt : 19981028 0001047469-98-038330.hdr.sgml : 19981028 ACCESSION NUMBER: 0001047469-98-038330 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981027 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: 98731583 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. 17 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. 17. 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 October 27, 1998, Parent and the Company entered into a Stipulation regarding the Special Meeting, a copy of which is attached hereto as Exhibit (a)(34) and is incorporated herein by reference. 2. On October 27, 1998, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(35) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(34) Stipulation dated October 27, 1998. (a)(35) Press Release dated October 27, 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: October 27, 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)(34) 2 STIPULATION DATED 10.27.98 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY MENTOR GRAPHICS CORPORATION, an Oregon corporation, and MGZ CORP., a ) Delaware corporation, ) ) Petitioners, ) ) v. ) ) Civil Action No. 16584-NC QUICKTURN DESIGN SYSTEMS, INC., ) a Delaware corporation, KEITH R. LOBO, ) GLEN M. ANTLE, RICHARD C. ) ALBERDING, MICHAEL R. D'AMOUR, ) YEN-SON (PAUL) HUANG, DR. DAVID ) K. LAM, WILLIAM A. HASLER, and ) CHARLES D. KISSNER, ) ) Respondents. ) ) STIPULATION WHEREAS, Mentor Graphics Corporation ("Mentor") asserts that it has called a special meeting of stockholders of Quickturn Design Systems, Inc. ("Quickturn") for October 29, 1998 (the "Mentor Proposed Special Meeting"); and WHEREAS, Quickturn asserts that the Mentor Special Meeting has not been properly noticed by Mentor; and WHEREAS, Quickturn asserts that, if a special meeting was properly requested, its board of directors has properly scheduled a special meeting for January 8, 1999 pursuant to Quickturn's bylaws (the "Quickturn Proposed Special Meeting"); and WHEREAS, the Court is presently conducting an expedited trial to determine the validity of the bylaw pursuant to which Quickturn's board of directors asserts that it set the date for the Quickturn Proposed Special Meeting. WHEREAS, Quickturn filed a motion for a preliminary injunction to enjoin Mentor from proceeding with the Mentor Proposed Special Meeting on October 29, 1998 (the "Motion"); and WHEREAS, the parties agree that the Motion need not be decided at this time in view of the agreement set forth herein. IT IS HEREBY STIPULATED AND AGREED, by and between the parties hereto, subject to the approval of the Court, as follows: 1. Subject to paragraph 3 herein, the Mentor Proposed Special Meeting will be convened by a Mentor representative on October 29, 1998 and immediately adjourned by a Mentor representative to November 24, 1998, at 11:00 a.m., at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. All proxies held by Quickturn and its affiliates, and all shares of Quickturn stock owned by Quickturn directors, shall not be present at the Mentor Special Meeting on October 29, 1998. All proxies held by Mentor and its affiliates, and all shares of Quickturn stock owned by Mentor, shall not be present at the Mentor Special Meeting on October 29, 1998. 2. There shall be no business conducted at the Mentor Proposed Special Meeting on October 29, 1998. At the Mentor Proposed Special Meeting on October 29, 1998, no stockholder vote shall be taken and no other action shall be taken on any matter other than the adjournment of the meeting in accordance with paragraph 1 of this Stipulation. 3. Except as expressly provided herein, this Stipulation does not affect the substantive rights of any party. This Stipulation does not constitute or reflect a ruling by the Court on any issue in this proceeding. 4. The parties shall simultaneously file Post-Trial Briefs and supporting papers and transmit same via hand delivery to opposing local counsel, and via facsimile and overnight delivery to opposing California counsel, no later than 5:00 p.m. EDT on November 3, 1998. Of Counsel: Fredric J. Zepp Heidi Klein Latham & Watkins 505 Montgomery Street San Francisco, CA 94111 (415) 391-0600 /s/ Kevin Abrams Marc W. Rappel _________________________ Latham & Watkins Kevin G. Abrams 633 West Fifth Street, Suite 4000 Thomas A. Beck Los Angeles, CA 90071 Lisa A. Schmidt (213) 485-1234 Catherine G. Dearlove J. Travis Laster Thad J. Bracegirdle Richards, Layton & Finger One Rodney Square P. O. Box 551 Wilmington, DE 19899 (302) 658-6541 Attorneys for Plaintiffs /s/ Kenneth Nachbar Of Counsel: _________________________________ Kenneth J. Nachbar James A. DiBiose William M. Lafferty David J. Berger Morris, Nichols, Arsht & Tunnell Wilson Sonsini Goodrich & Rosati, PC 1201 North Market Street 650 Page Mill Road P.O. Box 1347 Palo Alto, CA 94304 Wilmington, DE 19899 (650) 493-9300 (302) 658-9200 Attorneys for Defendants Dated: October 27, 1998 EX-11.(A)(35) 3 PRESS RELEASE DATED 10.27.98 MENTOR GRAPHICS SAYS IT AGREES WITH QUICKTURN TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS TO NOVEMBER 24 WILSONVILLE, OR, OCTOBER 27, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT) announced today that Mentor and Quickturn Design Systems, Inc. (Nasdaq: QKTN) agreed to the adjournment of the special meeting of Quickturn stockholders called by Mentor for October 29, 1998 until November 24, 1998. Under the terms of the parties' agreement, the trial in which Mentor is challenging the validity of Quickturn's bylaw and poison pill amendments is scheduled to end tomorrow, October 28, 1998, with post-trial briefs due on November 3, 1998. A decision by the Court of Chancery on Mentor's claims is expected shortly thereafter. The parties' agreement provides that the special meeting of stockholders called by Mentor will convene on October 29, 1998, and be adjourned until November 24, 1998. No substantive business will be conducted at the special meeting on October 29, 1998. The record date for the special meeting called by Mentor will continue to be September 10, 1998. Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics, said: "We are pleased to reach this agreement, and look forward to a favorable ruling by the Court on the invalidity of Quickturn's anti-takeover tactics, as well as to the ultimate vote of stockholders on November 24, 1998." Separately, on October 21, 1998, the United States District Court for the District of Delaware denied requests by Quickturn and Mentor Graphics for preliminary injunctions on their respective motions for corrective disclosure. An additional preliminary injunction hearing in federal court has been scheduled for November 4, 1998 on Mentor Graphics' motion to require Quickturn to disclose the analyses underlying its damages claims in the Oregon patent litigation. As previously announced, 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 new directors will take the steps necessary to facilitate the stockholders' ability to accept Mentor Graphics' $12.125 per share all-cash offer. Quickturn continues to assert, nevertheless, that the special meeting date has been conditionally set for January 8, 1999, citing a bylaw that it purported to adopt after Mentor Graphics' offer was launched on August 12, 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/Todd Fogarty Vice President, Marketing Kekst and Company 503/685-1462 212/521-4800 # # # -----END PRIVACY-ENHANCED MESSAGE-----