SC 14D9/A

 
                      SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                               __________________

                                 SCHEDULE 14D-9

                               (AMENDMENT NO. 1)

               Solicitation/Recommendation Statement Pursuant to
            SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

                         QUICKTURN DESIGN SYSTEMS, INC.
                           (Name of Subject Company)

                          CADENCE DESIGN SYSTEMS, INC.
                      (Name of Person(s) Filing Statement)

                    COMMON STOCK, PAR VALUE $.001 PER SHARE
           (including the associated preferred stock purchase rights)
                         (Title of Class of Securities)

                                   74838E102
                     (CUSIP Number of Class of Securities)

                              R.L. SMITH MCKEITHEN
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          CADENCE DESIGN SYSTEMS, INC.
                               2655 SEELY AVENUE
                                   BUILDING 5
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 943-1234
            (Name, address and telephone number of person authorized
 to receive notice and communications on behalf of person(s) filing statement)

                                    COPY TO:

                             KENNETH R. LAMB, ESQ.
                            GREGORY J. CONKLIN, ESQ.
                          GIBSON, DUNN & CRUTCHER LLP
                             ONE MONTGOMERY STREET
                                 TELESIS TOWER
                        SAN FRANCISCO, CALIFORNIA 94104
                                 (415) 393-8200

 
INTRODUCTION

The Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-
9") originally filed on January 7, 1999, by Cadence Design Systems, Inc., a
Delaware corporation ("Cadence"), relates to an offer by Mentor Graphics
Corporation, an Oregon corporation ("Mentor") and MGZ Corp., a Delaware
corporation and a wholly-owned subsidiary of Mentor, to purchase the outstanding
shares of the common stock, par value $.001 per share (including the associated
preferred stock purchase rights) of Quickturn Design Systems, Inc., a Delaware
corporation ("Quickturn"). All capitalized terms used herein without definition
have the respective meanings set forth in the Schedule 14D-9.

ITEM 2. TENDER OFFER OF THE BIDDER

Item 2(b) is hereby amended by adding the following paragraph at the end of Item
2(b):

  On January 8, 1999, Mentor announced that it had withdrawn its call for a
  special meeting of Quickturn stockholders and terminated the Mentor Offer, its
  proxy solicitation and its proposal to acquire Quickturn.

  In addition, on January 11, 1999, Cadence and Quickturn issued the attached
  joint press release.

ITEM 9. MATERIALS TO BE FILED AS EXHIBITS

Exhibit 11  Joint Press Release of Cadence and Quickturn, dated January 11,
1999.

 
                                   SIGNATURE


After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: January 12, 1999
                              CADENCE DESIGN SYSTEMS, INC.

                              By:  /s/ R.L. Smith McKeithen
                              ------------------------------------------
                                R.L. Smith McKeithen
                                Senior Vice President, General Counsel and
                                Secretary

EX-11

                                                                      EXHIBIT 11
 
FOR IMMEDIATE RELEASE
 
                  HART-SCOTT-RODINO WAITING PERIOD EXPIRES FOR
                           CADENCE - QUICKTURN MERGER
 
SAN JOSE, Calif., January 11, 1998 -- Cadence Design Systems, Inc. (NYSE: CDN)
and Quickturn Design Systems, Inc. (Nasdaq: QKTN) announced today that, in
connection with their previously announced merger agreement, the required
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
has expired without a request for additional documents or information. The
transaction remains subject to Quickturn stockholder approval and certain other
conditions outlined in the merger agreement.
 
As previously announced on January 5, 1999, Cadence and Quickturn amended their
definitive merger agreement to increase to $15 from $14 the amount of Cadence
stock that Quickturn stockholders will receive for each Quickturn share they
own. Under terms of the Cadence-Quickturn merger agreement, Cadence will
acquire Quickturn in a tax-free, stock-for-stock transaction with an aggregate
purchase price of approximately $271 million for all of the outstanding shares
of Quickturn.
 
Quickturn Design Systems, Inc. is the leading provider of verification products
and time-to-market engineering (TtMETM) services for the design of complex ICs
and electronic systems. The company's products are used worldwide by developers
of high-performance computing, multimedia, graphics and communications systems.
Quickturn is headquartered at 55 W. Trimble Road, San Jose, CA 95131-1013;
Telephone: 408/914-6000. For more information, visit the Quickturn Web site at
www.quickturn.com or send e-mail to info@quickturn.com.
 
Cadence Design Systems, Inc. provides comprehensive services and software for
the product development requirements of the world's leading electronics
companies. Cadence is the largest supplier of software products, consulting
services, and design services used to accelerate and manage the design of
semiconductors, computer systems, networking and telecommunications equipment,
consumer electronics, and a variety of other electronic-based products. With
more than 4,000 employees and 1997 annual sales of $916 milion, Cadence has
sales offices, design centers, and research facilities around the world. The
company is headquartered in San Jose, Calif. and traded on the New York Stock
Exchange under the symbol CDN. More information about the company, its products
and services may be obtained from the World Wide Web at http://www.cadence.com.
 
                                     # # #
 
Contacts:
                           
     Cadence Design Systems, Inc.  Quickturn Design Systems, Inc.
     Ray Bingham  (Investors)      Ray Ostby
     (408) 944-7503                (408) 914-6000
     Laurie Stanley
     (408) 428-5019
 
     Gavin Anderson & Co.          Abernathy MacGregor Frank
     Robert Mead                   Pauline Yoshihashi / Matt Sherman
     (212) 373-0226                (213) 630-6550 / (212) 371-5999