SCHEDULE 13D
Amendment No. 3
Quickturn Design Systems, Incorporated
Common Stock
Cusip # 74838E102
Cusip # 74838E102
Item 1: Reporting Persons - FMR Corp. and Fidelity Investors
Management Corp.
Item 4: N/A
Item 6: Commonwealth of Massachusetts
Item 7: 796,142
Item 8: None
Item 9: 821,142
Item 10: None
Item 11: 821,142
Item 13: 4.71%
Item 14: HC
Cusip # 74838E102
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: None
Item 8: None
Item 9: 25,000
Item 10: None
Item 11: 25,000
Item 13: 0.14%
Item 14: HC
Cusip # 74838E102
Item 1: Reporting Person - Fidelity Investors Management Corp.
Item 4: PF
Item 6: State of Delaware
Item 7: 796,142
Item 8: None
Item 9: 796,142
Item 10: None
Item 11: 796,142
Item 13: 4.57%
Item 14: CO
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01
par value (the "Shares") of Quickturn Design Systems,
Incorporated, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 440
Clyde Avenue, Mountain View, CA 94043.
Item 2. Identity and Background.
This statement is being filed by Fidelity Investors Limited
Partnership ("FILP"), Fidelity Investors Management Corp.
("FIMC") and FMR Corp. ("FMR", collectively the "Reporting
Persons").
FILP is a Delaware limited partnership organized for the
purpose of making venture capital investments. FIMC, a Delaware
corporation, is the general partner of FILP and its investment
manager and is registered under Section 203 of the Investment
Advisors Act of 1940. The principal offices of FILP and FIMC are
located at 82 Devonshire Street, Boston, Massachusetts, 02109.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and
directors of FIMC are set forth on Schedule A hereto.
Members of the Edward C. Johnson 3d family are the
predominant owners of the voting stock of FIMC, representing
approximately 89% of the voting power of FIMC. Mr. Johnson 3d
holds 39.4% of the outstanding voting stock of FIMP. Mr. Johnson
3d is also Chairman of FIMC. FIMC has all of the voting power of
FILP. Accordingly, Mr. Johnson 3d and members of the Johnson
family may be deemed, to form a controlling group with respect to
FILP. The business address and principal occupation of Mr.
Johnson 3d is set forth on set forth on Schedule A hereto.
FMR is a holding company, organized as a Massachusetts
corporation, one of whose principal assets is the capital stock
of a wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts corporation.
Fidelity is an investment advisor which is registered under
Section 203 of the Investment Advisors Act of 1940 and which
provides investment advisory services to more than 30 investment
companies which are registered under Section 8 of the Investment
Company Act of 1940 and serves as investment advisor to certain
other funds which are generally offered to limited groups of
investors (the "Fidelity Funds"). Various directly or indirectly
held subsidiaries of FMR are also engaged in investment
management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real estate
development. The principal offices of FMR and Fidelity are
located at 82 Devonshire Street, Boston, Massachusetts 02109.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the
Chairman of FMR. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule
A1 hereto.
The Shares to which this statement relates are owned
directly by two of the Fidelity Funds and FILP.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
FILP purchased in the aggregate 1,500,000 shares of the
SpeedSim Inc. Series A Convertible Preferred Stock (the
"Preferred Stock") for cash in the amount of approximately
$1,500,000, including brokerage commissions. FILP used its own
assets in making such purchase and no part of the purchase price
is represented by borrowed funds. The Preferred Stock was
converted into 796,142 Shares of the Company's common stock on
February 7, 1997, in conjunction with the Company's acquisition
of SpeedSim Inc.
The Fidelity Funds which own or owned Shares purchased in
the aggregate 1,178,100 Shares for cash in the amount of
approximately $21,148,469, including brokerage commissions. The
Fidelity Funds used their own assets in making such purchase and
no part of the purchase price is represented by borrowed funds.
Proceeds from 1,178,100 Shares sold aggregated approximately
$17,616,672. The attached Schedule B sets forth Shares purchased
and/or sold since August 8, 1997.
Item 4. Purpose of Transaction.
The purpose of FIMC in having FILP purchase Shares (see
Item 5 below) is to acquire an equity interest in the Company in
pursuit of specified investment objectives established by FILP.
FIMC may continue to have FILP purchase Shares subject to
a number of factors, including, among others, the availability of
Shares of sale at what FIMC considers to be reasonable prices and
other investment opportunities that may be available to FILP.
FIMC intends to review continuously the equity position of
FILP in the Company. Depending upon future evaluations of the
business prospects of the Company and upon other developments,
including, but not limited to, general economic and business
conditions and money market and stock market conditions, FIMC may
determine to cease making additional purchases of Shares or to
increase or decrease the equity interest in the Company by
acquiring additional Shares, or by disposing of all or a portion
of the Shares.
Neither FILP nor FIMC has any present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale of transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
The purpose of Fidelity in having the Fidelity Funds and the
Accounts purchase Shares is to acquire an equity interest in the
Company in pursuit of specified investment objectives established
by the Board of Trustees of the Fidelity Funds and by the
investors in the Accounts.
Fidelity may continue to have the Fidelity Funds and the
Accounts purchase Shares subject to a number of factors,
including, among others, the availability of Shares of sale at
what they consider to be reasonable prices and other investment
opportunities that may be available to the Fidelity Funds and
Accounts.
Fidelity intends to review continuously the equity position
of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company
and upon other developments, including, but not limited to,
general economic and business conditions and money market and
stock market conditions, Fidelity may determine to cease making
additional purchases of Shares or to increase or decrease the
equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Fidelity has no present plan or proposal which relates to or
would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, or sale of transfer of
a material amount of assets involving the Company or any of its
subsidiaries, (ii) any change in the Company's present Board of
Directors or management, (iii) any material changes in the
Company's present capitalization or dividend policy or any other
material change in the Company's business or corporate structure,
(iv) any change in the Company's charter or by-laws, or (v) the
Company's common stock becoming eligible for termination of its
registration pursuant to Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
The Reporting Persons, beneficially own all 1,093,642
Shares.
(a) FILP owns 796,142 Shares, or approximately 4.57% of the
outstanding Shares of the Company. Neither FIMC nor any of its
affiliates, nor, to the best knowledge of FIMC, any members of
the Johnson family or persons named on Schedule A hereto,
beneficially owns any other Shares. FMR beneficially owns,
through Fidelity, as investment advisor to the Fidelity Funds,
25,000 Shares, or approximately 0.14% of the outstanding Shares
of the Company. Neither FMR, Fidelity, nor any of its affiliates
nor, to the best knowledge of FMR, any of the persons named in
Schedule A1 hereto, beneficially owns any other Shares. The
combined holdings of FMR, Fidelity, and FILP are 821,142 Shares,
or approximately 4.71% of the outstanding Shares of the Company.
(b) As FILP's general partner and investment adviser, FIMC
has sole voting and dispositive power over the 796,142 Shares
held by FILP. FMR, through its control of Fidelity, investment
advisor to the Fidelity Funds, has sole power to dispose of the
Shares held by the Fidelity Funds. Neither FMR nor Mr. Johnson
has the sole power to vote or direct the voting of the 25,000
Shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the
voting of the Shares under written guidelines established by the
Funds' Board of Trustees.
(c) Neither FILP, FIMC, nor any of their affiliates, nor,
to the best knowledge of FIMC, any members of the Johnson family
or other persons named on Schedule A hereto, has effected any
transaction in Shares during the past sixty (60) days. Except as
set forth in Schedule B, neither FMR, or any of its affiliates,
nor, to the best knowledge of FMR, any of the persons named in
Schedule A1 hereto has effected any transaction in Shares during
the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Neither FILP, FIMC nor any of their affiliates, nor, to
the best knowledge of FIMC, any members of the Johnson family or
other persons named on Schedule A hereto, has any joint venture,
finder's fee, or other contract or arrangement with any person
with respect to any securities of the Company.
Inasmuch as FMR, FILP, FIMC are no longer the beneficial
owner of more than 5% of the number of shares outstanding, FMR,
FILP, FIMC have no further reporting obligation under Section
13(d) of the Securities Exchange Act of 1934 or the rules and
regulations promulgated by the Securities and Exchange Commission
thereunder. This statement speaks as of its date, and no
inference should be drawn that no change has occurred in the
facts set forth herein after the date hereof.
Neither FMR nor any of its affiliates nor, to the best
knowledge of FMR, any of the persons named in Schedule A hereto
has any joint venture, finder's fee, or other contract or
arrangement with any person with respect to any securities of the
Company.
Item 7. Material to be Filed as Exhibits.
Attached Schedule C - Joint Filing Agreement.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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.
DATE: October 13, 1997
FMR Corp.
By: /s/Arthur Loring
Arthur Loring
Vice President-Legal
Fidelity Investors Limited
Partnership
By: Fidelity Investors Management
Corp., its General Partner
By:
Name: John J. Remondi
Title: President
Fidelity Investors Management Corp.
By:
Name: John J. Remondi
Title: President
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FIMC. are set forth below.
The business address of each person is 82 Devonshire Street,
Boston, Massachusetts 02109, and the address of the corporation
or organization in which such employment is conducted is the same
as his business address. All of the persons listed below are
U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FIMC OCCUPATION
Edward C. Johnson 3d Director, Chairman
of the Board
Chairman of the Board and CEO, FMR Corp.
John J. Remondi Director and President Sr. VP Fidelity
Capital
and Director
Fidelity
Ventures
Donald E. Alhart Director, Vice President VP Crosby Advisors
and Assistant Secretary
David C. Weinstein Vice President Sr. Vice President
Administration,
FMR Corp.
Gerald M. Lieberman Vice President Sr. Vice Pres. -
Chief Financial
Officer, FMR Corp.
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO, FMR
Corp.
Chairman &
Mng. Director
J. Gary Burkhead Director and Vice Chairman President,
Fidelity Investments
Institutional
Services
Company, Inc.
James C. Curvey Director, Vice Chairman, Chief Operating
Officer, FMR
Chief Operating Officer
William L. Byrnes Director & Mng. Vice Chairman, FIL
Director
Abigail P. Johnson Director Associate Director
and Senior Vice President - Fidelity
Management & Research Company
George A. Vanderheiden Director Senior
Vice President,
Fidelity Management
& Research Company
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration, FMR
Corp.
Mark A. Peterson Executive Vice President President - Fidelity
Investments Technology &
Processing Group
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer, FMR Corp.
SCHEDULE B
Quickturn Design Systems, Incorporated
Two Fidelity Fund(s) sold Shares since August 8, 1997 at the
dates and at the prices set forth below. The transactions were
made for cash in open market transactions or with other
investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
09/26/97 20,000 $15.00
09/30/97 2,500 15.00
10/06/97 45,000 15.03
10/07/97 80,000 15.09
10/08/97 60,000 15.42
Exhibit C
JOINT FILING AGREEMENT
This will confirm the agreement by FMR Corp., a
Massachusetts corporation, Fidelity Investors Limited
Partnership, a Delaware limited partnership, and Fidelity
Investors Management Corp., a Delaware corporation (collectively,
the "Reporting Persons") in connection with that certain Schedule
13D to be filed on or about March 3, 1997, with respect to the
common stock, par value $.01 per share (the "Common Stock"), of
Quickturn Design Systems, Inc. (the "Company") pertaining to the
beneficial ownership by the Reporting Persons of shares of such
common stock (the "Schedule 13D"). The undersigned hereby agree
with respect to such filing on Schedule 13D as follows:
(i) No Reporting Person nor any affiliate of any Reporting
Person makes any representation with respect to, nor bears any
responsibility for, any of the information set forth with respect
to any other "person" who or which is or becomes a party to or a
member of any "group" (as such terms are defined and used in
Section 13(d) of the Securities Exchange Act of 1934, as amended,
and Regulation 13D-G promulgated thereunder) for whom or which
information is included in such Schedule 13D.
(ii) Subject to paragraph (i) above, the undersigned hereby
confirm the agreement by and among each of them that the Schedule
13D is being filed on behalf of each of the parties named below.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: March 3, 1997
FMR Corp.
By: /s/ Arthur S. Loring
Name: Arthur S. Loring
Title: Vice President -
Legal
Fidelity Investors
Limited Partnership
By: Fidelity Investors
Management
Corp., its General
Partner
By: /s/ John J. Remondi
Name: John J. Remondi
Title: President
Fidelity Investors
Management Corp.
By: /s/ John J. Remondi
Name: John J. Remondi
Title: President
