-----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, Bj6NP9lQqRirbcpxuLM5ArYSTM0TVaoLD6WvLDprAlgSe+M+1VDkv8wFZQ3TDje4 WhR9vS5T1tvt/cGAfxsP2Q== 0001047469-98-041919.txt : 19981123 0001047469-98-041919.hdr.sgml : 19981123 ACCESSION NUMBER: 0001047469-98-041919 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981120 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: 98756387 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. 25 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. 25. 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 November 20, 1998, Parent and the Company entered into a Stipulation regarding the Special Meeting, a copy of which is attached hereto as Exhibit (a)(48) and is incorporated herein by reference. 2. On November 20, 1998, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(49) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(48) Stipulation dated November 20, 1998. (a)(49) Press Release dated November 20, 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: November 20, 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)(48) 2 EXHIBIT 11(A)(48) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY MENTOR GRAPHICS CORPORATION, ) an Oregon corporation, and MGZ CORP., a ) Delaware corporation, ) ) Petitioners, ) ) v. ) Civil Action No. 16584-NC ) QUICKTURN DESIGN SYSTEMS, INC., ) a Delaware corporation, KEITH R. LOBO, ) GLEN M. ANTLE, RICHARD C. ) ALBERDING, MICHAEL R. D'AMOUR, ) YEN-SON (PAUL) HUANG, DR. DAVID ) K. LAM, WILLIAM A. HASLER, and ) CHARLES D. KISSNER, ) ) Respondents. ) STIPULATION AND ORDER --------------------- WHEREAS, Mentor Graphics Corporation ("Mentor") asserts that it called a special meeting of stockholders of Quickturn Design Systems, Inc. ("Quickturn") for October 29, 1998 (the "Mentor Proposed Special Meeting"); WHEREAS, Quickturn asserts that the Mentor Proposed Special Meeting has not been properly noticed by Mentor; WHEREAS, Quickturn asserts that, if a special meeting was properly requested, its board of directors properly scheduled a special meeting for January 8, 1999 pursuant to Quickturn's bylaws (the "Quickturn Proposed Special Meeting"); WHEREAS, Quickturn filed a motion for a preliminary injunction to enjoin Mentor from proceeding with the Mentor Proposed Special Meeting on October 29, 1998 (the "Motion"); WHEREAS, the Court conducted an expedited trial on October 19, 20, 23, 26 and 28, 1998 to determine the validity of the bylaw pursuant to which Quickturn's board of directors asserts that it set the date for the Quickturn Proposed Special Meeting; WHEREAS, by letter dated November 17, 1998, the Court informed the parties that it might be unable to decide the case and issue an opinion before November 24, 1998; and WHEREAS, the parties wish to provide time for the Court to determine the validity of the bylaw pursuant to which Quickturn's board of directors asserts that it set the date for the Quickturn Proposed Special Meeting, for the Court to issue its ruling, and for Quickturn and Mentor to communicate about the ruling with Quickturn's stockholders; IT IS HEREBY STIPULATED AND AGREED, by and between the parties hereto, subject to the approval of the Court, as follows: 1. Subject to paragraph 4 herein, the Mentor Proposed Special Meeting will be convened by a Mentor representative on November 24, 1998 at 11:00 a.m., at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The sole business conducted at the meeting will be to adjourn the meeting immediately to December 11, 1998, at 11:00 a.m., at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. 2. All proxies held by Quickturn and its affiliates, and all shares of Quickturn stock owned by Quickturn directors, shall not be present at the Mentor Proposed Special Meeting on November 24, 1998. All proxies held by Mentor and its affiliates, and all shares of Quickturn stock owned by Mentor, shall not be present at the Mentor Proposed Special Meeting on November 24, 1998. 3. Other than the adjournment, there shall be no business conducted at the Mentor Proposed Special Meeting on November 24, 1998. At the Mentor Proposed Special Meeting on -2- November 24, 1998, no stockholder vote shall be taken and no other action shall be taken on any matter other than the adjournment of the meeting in accordance with paragraph 1 of this Stipulation. 4. Except as expressly provided herein, this Stipulation does not affect the substantive rights of any party. This Stipulation does not constitute or reflect a ruling by the Court on any issue in this proceeding. /s/ Thomas A. Beck --------------------------------- Of Counsel: Kevin G. Abrams Thomas A. Beck Fredric J. Zepp Lisa A. Schmidt Heidi Klein Catherine G. Dearlove Latham & Watkins J. Travis Laster 505 Montgomery Street Thad J. Bracegirdle San Francisco, CA 94111 Richards, Layton & Finger (415) 391-0600 One Rodney Square P. O. Box 551 Marc W. Rappel Wilmington, DE 19899 Latham & Watkins (302) 658-6541 633 West Fifth Street, Suite 4000 Attorneys for Plaintiffs Los Angeles, CA 90071 (213) 485-1234 /s/ William M. Lafferty --------------------------------- Of Counsel: Kenneth J. Nachbar William M. Lafferty James A. DiBiose Morris, Nichols, Arsht & Tunnell David J. Berger 1201 North Market Street Wilson Sonsini Goodrich & Rosati, PC P.O. Box 1347 650 Page Mill Road Wilmington, DE 19899 Palo Alto, CA 94304 (302) 658-9200 (650) 493-9300 Attorneys for Defendants Dated: November 20, 1998 IT IS SO ORDERED. /s/ Jack B. Jacobs --------------------------------- Vice Chancellor Dated: November 20, 1998 -3- EX-11.(A)(49) 3 EXHIBIT 11(A)(49) DELAWARE CHANCERY COURT ORDERS ADJOURNMENT UNTIL DECEMBER 11 OF SPECIAL MEETING OF QUICKTURN STOCKHOLDERS CALLED BY MENTOR WILSONVILLE, OR, NOVEMBER 20, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT) announced today that the Delaware Chancery Court had ordered the adjournment until December 11, 1998 of the special meeting of the stockholders of Quickturn Design Systems (Nasdaq: QKTN), which had been called by Mentor for November 24, 1998. The order to which both Mentor and Quickturn agreed arose from a letter from the Delaware Chancery Court. The letter stated that it was not certain that the Court would be able to decide Mentor's challenge to the validity of Quickturn's poison pill and bylaw amendments prior to November 24, the date previously set for the special meeting called by Mentor. The adjournment of the Quickturn special meeting to December 11 is intended to provide time for the Court to decide the case and for Mentor and Quickturn to communicate the ruling to Quickturn's stockholders. As previously announced, the principal purpose of the special meeting is to vote on replacing the Quickturn Board of Directors with a slate of independent directors nominated by Mentor. If the nominees are elected, Mentor expects that, subject to their fiduciary duties to all Quickturn stockholders, the new directors will take the steps necessary to facilitate the stockholders' ability to accept Mentor 's $12.125 per share all-cash offer. Quickturn asserts that the special meeting date has been conditionally set for January 8, 1999, citing a bylaw purportedly adopted after Mentor commenced its offer, which bylaw is the subject of the Delaware litigation. 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. CONTACT: Anne M. Wagner Roy Winnick/Todd Fogarty Vice President, Marketing Kekst and Company 503/685-1462 212/521-4800 # # # -----END PRIVACY-ENHANCED MESSAGE-----