-----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, B6R5sdC7td5JJ7lAVHE9U2OPQt0yadJItWVwMb/58Wu5Rt4NuvDpqucT/HwNKH82 hpg1irJMOJU9xzheV9I4Uw== 0001012870-98-002774.txt : 19981105 0001012870-98-002774.hdr.sgml : 19981105 ACCESSION NUMBER: 0001012870-98-002774 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981104 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-43785 FILM NUMBER: 98737918 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: 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 14D9/A 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 SC 14D9/A 1 AMENDMENT #18 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 14D-9 (AMENDMENT NO. 18) ---------------- Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 QUICKTURN DESIGN SYSTEMS, INC. (Name of Subject Company) QUICKTURN 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) ---------------- KEITH R. LOBO PRESIDENT AND CHIEF EXECUTIVE OFFICER QUICKTURN DESIGN SYSTEMS, INC. 55 W. TRIMBLE ROAD SAN JOSE, CALIFORNIA 95131 (408) 914-6000 (Name, address and telephone number of person authorized to receive notice and communications on behalf of person(s) filing statement) ---------------- COPY TO: LARRY W. SONSINI, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1050 (650) 493-9300 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTRODUCTION The Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") originally filed on August 24, 1998, by Quickturn Design Systems, Inc., a Delaware corporation (the "Company" or "Quickturn"), relates to an offer by MGZ Corp., a Delaware corporation ("MGZ") and a wholly owned subsidiary of Mentor Graphics Corporation, an Oregon corporation ("Mentor"), to purchase all of the outstanding shares of the common stock, par value $.001 per share (including the associated preferred stock purchase rights), of the Company. All capitalized terms used herein without definition have the respective meanings set forth in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED The response to Item 8 is hereby amended by adding the following to the end of the section entitled "Proxy Solicitation": On November 4, 1998, the Company sent a letter to its stockholders in opposition to the solicitation by Mentor and MGZ. A copy of this letter is included as Exhibit 47 hereto and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS The response to Item 9 is hereby amended by the addition of the following new exhibit: Exhibit 47 Letter to the Company's stockholders dated November 4, 1998.
2 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: November 4, 1998 QUICKTURN DESIGN SYSTEMS, INC.
By:/s/ Keith R. Lobo ---------------------------------- Keith R. Lobo President and Chief Executive Officer 3 EX-99.47 2 LETTER TO STOCKHOLDERS DATED 11/04/1998 EXHIBIT 99.47 [LOGO OF QUICKTURN] November 4, 1998 Dear Fellow Quickturn Stockholder: MENTOR IS TRYING TO BUY QUICKTURN ON THE CHEAP --AND MENTOR KNOWS IT! We believe Mentor Graphics recognizes how well-positioned Quickturn is for future growth, and that is exactly why Mentor has made a hostile bid for your Company. However, MENTOR'S DESIRE TO BUY QUICKTURN AT A "BARGAIN PRICE" SHOULD NOT COME AT THE EXPENSE OF YOU, QUICKTURN'S STOCKHOLDERS. Mentor has been urging you and other stockholders to tender your shares into an offer that your Board of Directors has determined is INADEQUATE AND NOT REFLECTIVE OF THE INHERENT VALUE OF YOUR COMPANY. Your Board considered, among other things, the historical trading prices of Quickturn's common stock, including the fact that MENTOR'S OFFER IS MORE THAN 25% BELOW THE STOCK'S HIGHEST CLOSING PRICE OVER THE LAST YEAR, and less than 4% above its average closing price during the same period. HERE'S WHAT MENTOR DOESN'T WANT YOU TO KNOW... What Mentor does not want you to know--and has fought in court/1/ to keep you from hearing--is that ONE OF MENTOR'S OWN ADVISORS DETERMINED THAT QUICKTURN'S VALUE IS WELL IN EXCESS OF MENTOR'S CURRENT OFFER. The highly respected consulting firm, Arthur Andersen, in a confidential report dated October 1997, said MENTOR'S PURCHASE OF QUICKTURN WOULD CREATE INCREMENTAL VALUE TO MENTOR OF $610 MILLION TO $640 MILLION--THAT'S NEARLY THREE TIMES THE AMOUNT MENTOR IS CURRENTLY OFFERING FOR YOUR COMPANY. WHOSE INTERESTS WILL MENTOR'S NOMINEES REPRESENT? One of Mentor's own advisors believed Quickturn's value to be substantially higher than the $12.125 per share offer currently on the table. Now Mentor is attempting to seek your vote at a special stockholders meeting to gain control of Quickturn by taking over your Board. Mentor is asking Quickturn stockholders to remove your current Board of Directors--who were elected by you, as Quickturn stockholders, in April of this year--and to replace them with Mentor's handpicked slate of director nominees. Once in control, Mentor has said its nominees intend to take all actions necessary to accept Mentor's bargain offer. Mentor also is trying to induce you to vote for three self- serving proposals submitted by Mentor. WE BELIEVE MENTOR'S NOMINEES WILL NOT REPRESENT THE BEST INTERESTS OF QUICKTURN'S STOCKHOLDERS. YOUR BOARD CONTINUES TO CHALLENGE THE VALIDITY AND LEGALITY OF MENTOR'S ATTEMPT TO CALL THE SPECIAL MEETING, and the ability to set the meeting and record date of that special meeting. Subject to the resolution of litigation between Quickturn and Mentor regarding these issues, QUICKTURN'S BOARD HAS SET FRIDAY, JANUARY 8, 1999 AS THE DATE FOR THE SPECIAL STOCKHOLDER MEETING, in accordance with Quickturn's bylaws. - -------- 1 As part of the ongoing litigation between Mentor Graphics Corporation and Quickturn Design Systems, Mentor sought to block Quickturn from deposing Arthur Andersen and sought to prevent the introduction of the Arthur Andersen report at trial. WE STRONGLY URGE YOU NOT TO VOTE THE MENTOR GOLD PROXY CARD AND NOT TO TENDER YOUR SHARES TO THE INADEQUATE MENTOR OFFER. THE QUICKTURN BOARD HAS BEEN WORKING HARD ON BEHALF OF THE COMPANY AND ITS STOCKHOLDERS. Your Board's rejection of Mentor's offer affirms its continued confidence in Quickturn's future and its determination that stockholders should be given every opportunity to participate fully in that future. PARTICIPATE IN QUICKTURN'S BRIGHT FUTURE VOTE THE BLUE PROXY CARD AGAINST THE MENTOR PROPOSALS Your Board urges you to vote the enclosed BLUE proxy card today! On Behalf of the Board of Directors, /s/ KEITH R. LOBO Keith R. Lobo Chief Executive Officer and President IMPORTANT 1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD. PLEASE VOTE EACH BLUE PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT IN WHICH YOU OWN SHARES MUST BE VOTED SEPARATELY. ONLY YOUR LATEST DATED PROXY CARD COUNTS. 2. WE URGE YOU NOT TO RETURN ANY GOLD PROXY CARD SENT TO YOU BY MENTOR. 3. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, PLEASE DIRECT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT TO VOTE THE BLUE PROXY CARD AS RECOMMENDED BY THE BOARD OF DIRECTORS. IF YOU HAVE ANY QUESTIONS on how to vote your shares, please call our proxy solicitor: Morrow & Co., Inc. at (800) 662-5200. -----END PRIVACY-ENHANCED MESSAGE-----