-----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, Mx2I/2wBoPOyVJHANtwHgHr0BfQIC23aisxRVVinxpiKT3qaDchkXWc7kpqoJL/6 wZeSEyky3MqVcUhXDNILCg== 0001050929-99-000008.txt : 19990121 0001050929-99-000008.hdr.sgml : 19990121 ACCESSION NUMBER: 0001050929-99-000008 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990120 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 13G SEC ACT: SEC FILE NUMBER: 005-43785 FILM NUMBER: 99508478 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: MILTON ARBITRAGE PARTNERS LLC CENTRAL INDEX KEY: 0001074239 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 165 MASON STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036617022 MAIL ADDRESS: STREET 1: 165 MASON STREET CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 SCHEDULE 13G FOR QUICKTURN DESIGN SYSTEMS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Quickturn Design Systems, Inc. ------------------------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------------------------ (Title of Class of Securities) 74838E102 ------------------------------------------------------------ (CUSIP NUMBER) Milton Arbitrage Partners, L.L.C. 165 Mason Street Greenwich, Connecticut 06830 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Michael G. Tannenbaum, Esq. Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP 900 Third Avenue - 13th Floor New York, New York 10022 (212) 508-6700 January 11, 1999 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1-(b) |X| Rule 13d-1-(c) |_| Rule 13d-1-(d) The information required in the remainder of this cover page 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. Page 1 of 6 Pages CUSIP No. 74838E102 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Milton Arbitrage Partners, L.L.C. 061519218 2. Check the Appropriate Box if a Member of a Group (See Instructions) a. |_| b. |_| 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares 5. Sole Voting Power 996,946 shares -------------- Beneficially Owned by 6. Shared Voting Power 0 Each Reporting 7. Sole Dispositive Power 996,946 shares Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 996,946 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row 9 5.51% of Common Stock 12. Type of Reporting Person (See Instructions) IA Page 2 of 6 Pages CUSIP No. 74838E102 Item 1(a) Name of Issuer: Quickturn Design Systems Inc. ("Quickturn") Item 1(b) Address of Issuer: 55 West Trimble Road San Jose, California 95131 Item 2(a) Name of Person Filing: Milton Arbitrage Partners, L.L.C. ("Milton") Item 2(b) Address of Principal Business Office or, if none, Residence: 165 Mason Street Greenwich, Connecticut 06830 Item 2(c) Citizenship: Delaware Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 74838E102 Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or 13d-2(c) promulgated under the Securities Exchange Act of 1934, check whether the filing person is a: Page 3 of 6 Pages CUSIP No. 74838E102 a. |_| Broker or dealer registered under Section 15 of the Act, b. |_| Bank as defined in Section 3(a)(6) of the Act, c. |_| Insurance Company as defined in Section 3(a)(19) of the Act, d. |_| Investment Company registered under Section 8 of the Investment Company Act, e. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E) f. |_| Employee Benefit Plan, or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), g. |_| Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(ii)(G); (Note: see Item 7) h. |_| A savings association as defined in Section 3(b) of the t Federal Deposit Insurance Act (12 U.S.C. 1813); i. |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; j. |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to ss.240.13d-1(c), check this box |X|. Item 4 Ownership: (a) Amount Beneficially Owned: As of January 11, 1999, 996,946 shares were beneficially owned by Milton and its affiliate Milton Partners, L.P. (the "Partnership") on behalf of a number of private investment vehicles and managed accounts. In addition, Milton and the Partnership beneficially own 50,000 shares of Quickturn via the ownership of 500 call options, "April 1999 Call Option @ $10.00" (CUSIP 74838E0D8). The market value of the beneficially held (i) shares, plus (ii) options, as of January 11, 1999 together equal 5.79% of the market value of Quickturn's Common Stock. (b) Percent of Class: 5.51% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 996,946 Shares (ii) shared power to vote or direct the vote: 0 Page 4 of 6 Pages CUSIP No. 74838E102 (iii) sole power to dispose or to direct the disposition of: 996,946 shares (iv) shared power to dispose or direct the disposition of: 0 Item 5 Ownership of Five Percent or Less of a Class: - ------ If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_| Item 6 Ownership of More than Five Percent on Behalf of Another - ------ Person: Not applicable Item 7 Identification and Classification of the Subsidiary which - ------ Acquired the Security Being Reported on By the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: - ------ Not applicable Item 9 Notice of Dissolution of Group: - ------ Not applicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the insurer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 6 Pages CUSIP No. 74838E102 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. January 15, 1999 - ------------------------------------------------------------------------------ Date - ------------------------------------------------------------------------------ Signature James E. Buck, II, Managing Member - ------------------------------------------------------------------------------ Name/Title Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----