-----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, QKK525J4iVxZuxfbTfzjaxNuv9iq4jOFJsjStZUCEAjSf+idi2Nq7SHyLT8vyCes SQZKB146OHFW5vYByOv2Ug== 0001047469-98-039898.txt : 19981111 0001047469-98-039898.hdr.sgml : 19981111 ACCESSION NUMBER: 0001047469-98-039898 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 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: DFAN14A SEC ACT: SEC FILE NUMBER: 000-22738 FILM NUMBER: 98743538 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: DFAN14A BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036857000 DFAN14A 1 DFAN14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant / / Filed by a Party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section240.14a-11(c) or Section240.14a-12 QUICKTURN DESIGN SYSTEMS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) MENTOR GRAPHICS CORPORATION - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- (5) Total fee paid: ----------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------- 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-----