-----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, IVYzwBKM3eLv3rLgWnAa9YlbOGaPL+GKuOvkTtDCc2VUKLHHN3ANZinovBzaOOeT e4PCurQw8ADSx8+Jv8Ur0Q== 0000950137-08-014346.txt : 20081210 0000950137-08-014346.hdr.sgml : 20081210 20081210170534 ACCESSION NUMBER: 0000950137-08-014346 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081210 DATE AS OF CHANGE: 20081210 GROUP MEMBERS: RIVERSOURCE INVESTMENTS, LLC GROUP MEMBERS: SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC. SUBJECT COMPANY: 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: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38367 FILM NUMBER: 081241611 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRISE FINANCIAL INC CENTRAL INDEX KEY: 0000820027 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133180631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1099 AMERIPRISE FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 612-671-2018 MAIL ADDRESS: STREET 1: 1099 AMERIPRISE FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL CORP DATE OF NAME CHANGE: 20030513 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL ADVISORS DATE OF NAME CHANGE: 19950711 FORMER COMPANY: FORMER CONFORMED NAME: IDS FINANCIAL CORP/MN/ DATE OF NAME CHANGE: 19920703 SC 13G 1 c48184csc13g.txt SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Mentor Graphics Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 587200106 (CUSIP Number) November 30, 2008, as amended on December 10, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Schedule is filed pursuant to Rule 13d-1(b) The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP NO. 587200106 1) Name of Reporting Person Ameriprise Financial, Inc. S.S. or I.R.S. Identification IRS No. 13-3180631 No. of Above Person - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [X]* * This filing describes the reporting person's relationship with other persons, but the reporting person does not affirm the existence of a group. - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5) Sole Voting Power -0- 6) Shared Voting Power 13,839,041** 7) Sole Dispositive Power -0- 8) Shared Dispositive Power 13,839,041** - -------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 13,839,041** - -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount In Row (9) 14.98%** - -------------------------------------------------------------------------------- 12) Type of Reporting Person CO ** Data is as of December 10, 2008. As of November 30, 2008, 15,322,141 shares were deemed beneficially owned by the reporting person, all of which were held with shared voting and shared dispositive power. - -------------------------------------------------------------------------------- CUSIP NO. 587200106 1) Name of Reporting Person RiverSource Investments, LLC S.S. or I.R.S. Identification IRS No. 13-3180631 No. of Above Person - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [X]* * This filing describes the reporting person's relationship with other persons, but the reporting person does not affirm the existence of a group. - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization Minnesota NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5) Sole Voting Power -0- 6) Shared Voting Power 13,839,041** 7) Sole Dispositive Power -0- 8) Shared Dispositive Power 13,839,041** - -------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 13,839,041** - -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount In Row (9) 14.98%** - -------------------------------------------------------------------------------- 12) Type of Reporting Person IA ** Data is as of December 10, 2008. As of November 30, 2008, 15,322,141 shares were deemed beneficially owned by the reporting person, all of which were held with shared voting and shared dispositive power. - -------------------------------------------------------------------------------- CUSIP NO. 587200106 1) Name of Reporting Person Seligman Communications and Information Fund, Inc. S.S. or I.R.S. Identification IRS No. 13-31544499 No. of Above Person - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [X]* * This filing describes the reporting person's relationship with other persons, but the reporting person does not affirm the existence of a group. - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5) Sole Voting Power -0- 6) Shared Voting Power 7,603,600** 7) Sole Dispositive Power -0- 8) Shared Dispositive Power 7,603,600** - -------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 7,603,600** - -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount In Row (9) 8.23%** - -------------------------------------------------------------------------------- 12) Type of Reporting Person IV ** Data is as of December 10, 2008. As of November 30, 2008, 8,604,800 shares were deemed beneficially owned by the reporting person, all of which were held with shared voting and shared dispositive power. - -------------------------------------------------------------------------------- 1(a) Name of Issuer: Mentor Graphics Corporation 1(b) Address of Issuer's Principal 8005 Southwest Boeckman Road Executive Offices: Wilsonville, OR 97070 2(a) Name of Person Filing: (a) Ameriprise Financial, Inc. ("AFI") (b) RiverSource Investments, LLC ("RvS") (c) Seligman Communications and Information Fund, Inc. ("C&I Fund") 2(b) Address of Principal Business Office: c/o Ameriprise Financial, Inc. 145 Ameriprise Financial Center Minneapolis, MN 55474 2(c) Citizenship: (a) Delaware (b) Minnesota (c) Maryland 2(d) Title of Class of Securities: Common Stock 2(e) Cusip Number: 587200106
3 Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b): (a) Ameriprise Financial, Inc. A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7) (b) RiverSource Investments, LLC An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) (c) Seligman Communications and Information Fund, Inc. An Investment company registered under Section 8 of the Investment Company Act of 1940. 4 Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person. As of November 30, 2008, two of the reporting persons exceeded the 15% threshold reflected in the Issuer's Rights Agreement. However, these reporting persons do not believe that either of them is, or was at any time, an Acquiring Person for purposes of the Rights Agreement and they are seeking a determination from the Issuer's board to that effect. The reporting person expect the Issuer's board to make this determination. RvS, as an investment adviser to the C&I Fund, may be deemed to beneficially own the shares reported herein by the C&I Fund. Accordingly, the shares reported herein by RvS include those shares separately reported herein by the C&I Fund. AFI, as the parent company of RvS, may be deemed to beneficially own the shares reported herein by RvS. Accordingly, the shares reported herein by AFI include those shares separately reported herein by RvS. Each of Ameriprise Financial, Inc. and RiverSource Investments, LLC , and the subsidiaries identified on the attached Exhibit I, disclaims beneficial ownership of any shares reported on this Schedule. 5 Ownership of 5% or Less of a Class: Not Applicable 6 Ownership of more than 5% on Behalf of Another Person: The clients of RiverSource Investments, LLC, a registered investment adviser, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends and proceeds from the sale of shares included on this Schedule. As of December 10, 2008, only the C&I Fund, a registered investment company, owned shares of more than 5% of the class of securities reported herein. Any remaining shares reported herein by RvS are owned by various other accounts managed by RvS on a discretionary basis. To the best of RvS's knowledge, none of these other accounts own more than 5% of the outstanding shares. 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: AFI: See Exhibit I 8 Identification and Classification of Members of the Group: Not Applicable 9 Notice of Dissolution of Group: Not Applicable 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable 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 10, 2008 Ameriprise Financial, Inc. By /s/ Wade M. Voigt ------------------------------------- Name: Wade M. Voigt Title: Director - Fund Administration Contact Information Wade M. Voigt Director - Fund Administration Telephone: (612) 671-5682 Exhibit Index Exhibit I Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Exhibit II Joint Filing Agreement
Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Company - RiverSource Funds and Seligman Funds, comprised of investment companies registered under section 8 of the Investment Company Act of 1940 Investment Adviser - RiverSource Investments, LLC, an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated December 10, 2008 in connection with their beneficial ownership of Mentor Graphics Corporation. Each of Seligman Communications and Information Fund, Inc. and RiverSource Investments, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any necessary amendments thereto. Ameriprise Financial, Inc. By: /s/ Wade M. Voigt Wade M. Voigt Director - Fund Administration Seligman Communications and Information Fund, Inc. By: /s/ Scott R. Plummer Scott R. Plummer General Counsel RiverSource Investments, LLC By: /s/ Peter A. Gallus Peter A. Gallus Senior Vice President and Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----