-----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, Mgl7pst9VSBBL7+k7dxNsKVTnyzJJlD9bSAQQaGvKI05VGoKsro0WZO7aph45N00 o1KvefdzXhaMr+z05XAB1g== 0001047469-98-039899.txt : 19981111 0001047469-98-039899.hdr.sgml : 19981111 ACCESSION NUMBER: 0001047469-98-039899 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981110 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: 98743543 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. 22 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. 22. 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 November 9, 1998, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(42) and is incorporated herein by reference. 2. On November 10, 1998, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(43) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(42) Press Release dated November 9, 1998. (a)(43) Press Release dated November 10, 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: November 10, 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)(42) 2 PRESS RELEASE DTD. 11/9/98 MENTOR GRAPHICS CHARGES QUICKTURN OF MISCHARACTERIZING JUDGE'S ORDER IN PRESS RELEASE -- MENTOR SAYS PATENT LITIGATION IS "RED HERRING" IN MENTOR TENDER OFFER -- WILSONVILLE, OREGON, November 9, 1998 -- Mentor Graphics Corporation (Nasdaq:MENT) stated its position that the press release of Quickturn Design Systems, Inc. (Nasdaq:QKTN) issued earlier today intentionally mischaracterizes the November 6, 1998 rulings of the Federal District Court for Oregon on patent litigation between Mentor and Quickturn. In Mentor's opinion, the patent litigation is nothing more than a "red herring" in Quickturn's effort to thwart Mentor's all cash, fully financed tender offer for all of Quickturn's common stock at $12.125 per share. Mentor emphasized its view that Quickturn's press release mischaracterizes both the actual rulings of the court and the significance of the rulings to the ultimate outcome of the patent litigation. Mentor stated that the court granted in part Mentor's June 1998 motion for summary judgment against Quickturn, thereby eliminating one of Quickturn's damage theories (loss in stock value), and denied WITHOUT PREJUDICE Mentor's motion with respect to other damages including the new damage theories Quickturn first raised on October 5, 1998. The court specifically granted Mentor leave to refile its summary judgment motion after Mentor conducts discovery on Quickturn's new damage theories. The court denied Mentor's summary judgment as to damages with respect to a single sale to Bull S.A. in the U.S. Mentor added that the new summary judgment motions on damages will be referred initially to the Special Master who has been appointed in the Portland, Oregon action. The same Special Master earlier recommended denial of all of Quickturn's motions for summary judgment on infringement, and recommended that the court grant summary judgment of non-infringement on one of the six Quickturn patents. Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics, said, "Quickturn's continued flogging of its alleged $225 million patent damage claim ignores reality. We think it is obvious to Quickturn's stockholders how grossly inflated and self serving Quickturn's damage claim is. We are confident that the disclosure of the experts' reports and their underlying analyses will make it eminently clear that Quickturn's claim inflated to thwart our offer to the disadvantage of any stockholder not familiar with patent law." As previously reported, Mentor's view of Quickturn's grossly inflated damages is aptly summarized in the Mentor damages expert report available on a special Mentor Web site at http://www.mentorg.com/file. In that report, the damages expert stated that, "[It] is simply inherently incredible to claim, as [Quickturn's expert] does, that Quickturn has and will lose $93,000,000 in profits in the period 1996-2003 because Mentor sold five items of equipment having a gross value of $3.5 million during the period 1995-1997. No credible analysis can reach those damage numbers based on Mentor's limited sales." Mentor also challenged the assertion by Quickturn in its press release that the court's ruling on "assignor estoppel" is determinative of the patent infringement action. The ruling, which follows a similar ruling in 1996 on a single patent, has the effect that Mentor cannot challenge the validity of the three patents that Mentor sold to Quickturn in 1992. The court's ruling does NOT reach the pivotal issue of whether Meta System's hardware emulation products infringe those patents. On these issues, the Special Master has already recommended denial of Quickturn's summary judgment motion. As previously announced, the Dealer Manager for the Mentor Graphics Offer is Salomon Smith Barney. MacKenzie Partners, Inc., which is acting as proxy solicitor for the Special Meeting and as the Information Agent for Mentor's Offer, can be reached toll-free at 800-322-2885 or by collect call at 212-929-5500. Mentor Graphics' Offer to Purchase and ancillary documents are available on a Mentor Graphics World Wide Web site at http://www.mentorg.com/file. Mentor has made the experts' reports of both companies available on a special Mentor Web site at http://www.mentorg.com/file. Contacts: Anne M. Wagner Roy Winnick/Todd Fogarty Vice President, Marketing Kekst and Company 503/685-1462 212/521-4800 EX-11.(A)(43) 3 PRESS RELEASE DTD. 11/10/98 MENTOR GRAPHICS ENTERS INTO DEFINITIVE $200 MILLION LINE OF CREDIT -- MENTOR ALSO COMMENTS ON QUICKTURN'S ANNOUNCEMENT YESTERDAY OF PRODUCT ORDER FROM JAPANESE CUSTOMER -- WILSONVILLE, OR, NOVEMBER 10, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT) announced today that Bank of America and the Company have entered into a definitive $200 million line of credit, in accordance with Bank of America's August, 1998 commitment letter. As previously announced, Mentor Graphics' tender offer to purchase all outstanding shares of Quickturn Design Systems, Inc. (Nasdaq: QKTN) at a price of $12.125 per share in cash expires at 12:00 Midnight, New York City time, on Monday, November 30, 1998, unless extended. Funds from the Bank of America line of credit, together with working capital, will be used to pay for shares purchased pursuant to the tender offer. Gregory K. Hinckley, Executive Vice President, Chief Operating Officer and Chief Financial Officer of Mentor Graphics, said: "We are very pleased to have completed the definitive agreement for this financing, the terms of which reflect not only the quality of Mentor Graphics' business, but the merits of our proposed acquisition of Quickturn." Separately, Mentor Graphics today stated its view that Quickturn's recent order from a Japanese customer for Quickturn's older CoBALT-TM- product, which it licenses from IBM, does not represent any significant resurgence of the Asian market for Quickturn's business, nor market acceptance of Quickturn's new Mercury product. Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics, emphasized that, "while this single order is to be congratulated, it hardly represents market acceptance of Mercury over Mentor Graphics' Celaro System, a true next-generation emulation product for testing integrated-circuit designs. "Quickturn's sales of low-end and mid-range technology products, such as this CoBALT-TM- sale, will not, in our view, result in enhancing stockholder value for the long term or in confirming the ability of Quickturn's management to design or deliver next-generation products," Dr. Rhines continued. Dr. Rhines concluded: "This order does not affect Mentor Graphics' all-cash, fully financed tender offer. We urge Quickturn's stockholders to remove the current Quickturn directors who are responsible for erecting the obstacles to the completion of our offer. We strongly recommend that stockholders vote promptly the GOLD proxy to elect the five independent directors nominated by Mentor Graphics." Mentor Graphics' Offer to Purchase, proxy solicitation materials and related 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/Todd Fogarty Vice President, Marketing Kekst and Company 503/685-1462 212/521-4800 # # # -----END PRIVACY-ENHANCED MESSAGE-----