-----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, EnaxqCjPz9qYeiSIN0YKhOPkEHfe4p0iTvvQBwNM+s9Y2mjEQvH3FHQesRBVoQ+y QEd7CjlJ8U3Qp5tpWgbkLA== 0001047469-98-042969.txt : 19981204 0001047469-98-042969.hdr.sgml : 19981204 ACCESSION NUMBER: 0001047469-98-042969 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981203 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: 98763677 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. 28 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. 28. 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 December 3, 1998, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(52) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(52) Press Release dated December 3, 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: December 3, 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)(52) 2 EX 11(A)(52) PRESS RELEASE DELAWARE CHANCERY COURT STRIKES DOWN QUICKTURN POISON-PILL PROVISION; DECISION CLEARS THE WAY FOR MENTOR GRAPHICS' TENDER OFFER TO MOVE FORWARD -- MENTOR CALLS ON QUICKTURN BOARD TO SIT DOWN AND NEGOTIATE AN AGREEMENT WITH MENTOR; CHALLENGES QUICKTURN BOARD TO STOP IGNORING THE WILL OF THE MAJORITY OF ITS STOCKHOLDERS -- WILSONVILLE, OR, DECEMBER 3, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT) announced today that the Delaware Court of Chancery has invalidated the deferred redemption provision of Quickturn Design Systems, Inc.'s poison pill. The decision clears the way for the vote by Quickturn stockholders at a special meeting on January 8, 1999. The Court determined that the Quickturn directors breached their fiduciary duties to Quickturn stockholders by amending Quickturn's poison pill in an attempt to defeat the $12.125 per share, all-cash offer commenced by Mentor on August 12, 1998. In finding that the Quickturn directors breached their fiduciary duties, the Court stated that the Quickturn directors were "unable to articulate a cogent reason" why they adopted the deferred redemption provision. Gregory K. Hinckley, Executive Vice President, Chief Operating Officer and Chief Financial Officer of Mentor Graphics, said: "The decision clears the way for our all-cash, premium offer to move forward. Quickturn stockholders now have the opportunity to elect a new Board that can remove the remaining impediments to the completion of Mentor's offer." Mentor added that it remains ready to negotiate with the Quickturn Board. Mr. Hinckley said: "Now is the time for the Quickturn Board to sit down and negotiate an agreement with Mentor. Quickturn's stockholders should be outraged that the Quickturn Board has decided to appeal the decision and thereby continue to blatantly ignore the will of the majority of the company's stockholders who have tendered their shares to Mentor's offer. If the Quickturn Board continues to waste more of their stockholders' money, instead of negotiating with Mentor, we urge the stockholders to elect Mentor's slate of directors at the January 8, 1999 special meeting." Mentor expects that if the nominees are elected, the new directors, subject to their fiduciary duties to all Quickturn stockholders, will take the steps necessary to facilitate the stockholders' ability to accept Mentor's $12.125 per share all-cash offer. The special meeting of Quickturn stockholders that Mentor had called for December 11, 1998 will now be held on January 8, 1999, as a result of the Court upholding Quickturn's bylaw amendments setting the date for a special meeting. The record date for the special meeting is November 10, 1998. Mentor expects to send supplemental proxy materials to all record holders shortly. Mentor added that it presently does not intend to appeal the decision. Mentor's Offer to Purchase, proxy solicitation materials and related documents are available on a Mentor 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: Ry Schwark Todd Fogarty/Roy Winnick Director of Public Relations Kekst and Company 503/685-1660 212/521-4800 # # # -----END PRIVACY-ENHANCED MESSAGE-----