<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 23
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
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<PAGE>
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. 23. 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 11, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(44) and is incorporated herein by reference.
2. On November 11, 1998, Parent commenced mailing a letter to stockholders
of the Company, a copy of which is attached hereto as Exhibit (a)(45) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(44) Press Release dated November 11, 1998.
(a)(45) Letter to Quickturn Stockholders dated November 11, 1998.
2
<PAGE>
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.
<TABLE>
<S> <C> <C>
Dated: November 12, 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
</TABLE>
3
<PAGE>
MENTOR GRAPHICS URGES QUICKTURN STOCKHOLDERS TO VOTE
THEIR PROXIES TO REPLACE CURRENT QUICKTURN
BOARD WITH INDEPENDENT DIRECTORS
WILSONVILLE, OR, NOVEMBER 11, 1998 -- Mentor Graphics Corporation (NASDAQ: MENT)
announced today that it began mailing to stockholders of Quickturn Design
Systems, Inc. (NASDAQ: QKTN) a letter urging them to vote their proxies to elect
five independent nominees who, subject to their fiduciary duties, will have the
power to remove all remaining obstacles to Mentor's $12.125 per share, fully
financed, all-cash offer if Mentor is successful in its challenge in Delaware
Chancery Court to Quickturn's poison-pill amendments.
Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics,
said to Quickturn stockholders: "We need your support. Even though a majority
of the outstanding shares have clearly expressed their support for our offer,
neither the Quickturn Board nor its financial advisors will agree to even sit
down at the negotiating table with Mentor. Don't let the Quickturn Board
continue to ignore you."
A copy of Dr. Rhines' letter containing the recommendation to Quickturn's
stockholders follows:
VOTE YOUR GOLD PROXY CARD TODAY!
November 11, 1998
Dear Stockholder:
We want to personally thank the many Quickturn stockholders who
showed their strong support for our $12.125 per share, fully financed,
all-cash offer by tendering their shares. On October 30, 1998, the number of
Quickturn shares tendered by all of you together with the shares already
owned by Mentor represented approximately 53% of Quickturn's outstanding
shares.
We now need your support once more. We ask all stockholders --
whether or not they have tendered shares -- to take a stand at this time on
our offer by voting your GOLD proxy card promptly.
VOTE TO REPLACE THE CURRENT QUICKTURN BOARD
WITH INDEPENDENT DIRECTORS WHO WILL LISTEN TO YOU!
Unfortunately, even though a majority of the outstanding shares have
clearly expressed their support for our offer, neither the Quickturn Board
nor its financial advisors will agree to even sit down at the negotiating
table with Mentor. Don't let the Quickturn Board continue to ignore you.
DON'T LET THE CURRENT BOARD STAND IN YOUR WAY
TAKE THE NEXT STEP TO CASH IN ON OUR PREMIUM OFFER!
<PAGE>
Vote your proxies now for the special meeting, currently scheduled by
Mentor to be held on November 24, 1998. Elect five independent nominees who,
subject to their fiduciary duties, will have the power to remove all other
obstacles to our premium offer if we are successful in our challenge in
Delaware Chancery Court to Quickturn's poison pill amendments. Vote to
approve the three other proposals designed to remove obstacles as well.
YOU CAN NO LONGER TRUST THE QUICKTURN BOARD!
The Quickturn Board has been so caught up in their entrenchment
tactics that they have lost sight of the facts. Here are the facts:
- - The Quickturn Board wants you to believe that our $12.125 per share
offer is inadequate. KEEP IN MIND THAT OUR OFFER REPRESENTS MORE THAN
A 51% PREMIUM OVER THE CLOSING PRICE ON THE DAY PRIOR TO THE
COMMENCEMENT OF OUR OFFER.
- - OUR $12.125 OFFER PRICE REPRESENTS NEARLY 40 TIMES NEXT YEAR'S
CONSENSUS EARNINGS ESTIMATES AND 25 TIMES PROJECTED EARNINGS FOR THE
YEAR 2000.
- - The Quickturn Board has told you all about the bright future of
Quickturn. IF THEY TRULY BELIEVED THAT, WHY DID THE QUICKTURN BOARD
ITSELF REPRICE DOWNWARD THE EXERCISE PRICE OF 1.5 MILLION EMPLOYEE
STOCK OPTIONS TO $7.44 PER SHARE A MERE EIGHT WEEKS BEFORE WE MADE
OUR OFFER?
- - Quickturn would like you to believe that the Asian economic crisis is
primarily responsible for the steep drop last spring in the price of
Quickturn shares and for its poor stock price for several months
prior to our offer. WE BELIEVE THAT QUICKTURN'S LACKLUSTER SALES AND
POOR EARNINGS PERFORMANCE ARE THE MAJOR REASONS WHY QUICKTURN'S
SHARES TUMBLED.
- - Quickturn's third quarter results just reported on October 13, 1998,
show that Quickturn's sales CONTINUE TO BE FLAT OR DECLINING -- NOW
FOR 2 1/2 YEARS.
- - Quickturn's earnings per share for the third quarter, when adjusted
for take-over related expenses, DROPPED DRAMATICALLY compared to
earnings per share in the same quarter last year, adjusted for one
time acquisition charges. QUICKTURN'S ADJUSTED EARNINGS PER SHARE IN
THE QUARTER DROPPED TO $.04 FROM $.13 PER SHARE IN THE SAME QUARTER
LAST YEAR -- A NEARLY 70% DROP.
- - Contrast these poor results to Mentor's outstanding recent results.
While Mentor was exposed to the same market conditions, it posted a
400% year-to-year earnings gain for the same period. MAYBE
QUICKTURN'S LEADERSHIP IS THE PROBLEM -- NOT ASIA?
- - Quickturn wants you to believe that its pending patent litigation
claims against Mentor may be worth $225 million ($75 million
trebled). When our
<PAGE>
expert was given the opportunity to analyze the same data as
Quickturn and its own expert, he projected the MAXIMUM amount of
damages -- IF Quickturn actually proves Mentor infringed a valid
patent -- would be about $3 million ($1 million trebled). WHY ARE
QUICKTURN'S NUMBERS SO GROSSLY INFLATED?
- - When considering the believability of Quickturn's grossly inflated
claim amount -- remember Quickturn didn't even develop the number
based on the totally new wild theories until October 5, 1998 --
NEARLY SEVEN WEEKS AFTER WE LAUNCHED OUR OFFER.
- - Quickturn's latest letter wants you to reject our offer because of a
report made to Mentor in 1997 by Arthur Andersen. Quickturn also
neglected to tell you that Arthur Andersen's report -- which was made
twelve months ago -- was based upon financial projections that
assumed Quickturn would have attained revenues of $136.2 million and
net income of $14 million in 1998. CLEARLY, QUICKTURN HAS NOT
ACHIEVED EVEN CLOSE TO THESE LOFTY EXPECTATIONS AS IT CONTINUES TO
LOSE MONEY AND CONSISTENTLY REPORT FLAT OR DECLINING REVENUES.
WHEN WILL THE QUICKTURN BOARD COME CLEAN
AND TELL YOU THE WHOLE TRUTH?
TELL THE QUICKTURN BOARD TO STOP STONEWALLING AND STOP
SPENDING YOUR MONEY ON EXPENSIVE LITIGATION AND OTHER
OBSTRUCTIVE TACTICS!
The trial in which Mentor is challenging the validity of amendments
made to the poison pill and bylaws of Quickturn recently ended. Post trial
briefs have been filed paving the way for the Delaware court to render a
prompt decision.
A favorable ruling will satisfy one major condition to completing our
$12.125 per share fully financed, all-cash offer. We need your support now
more than ever to satisfy another major condition to our offer -- the removal
of the Quickturn Board which is preventing you from being able to accept and
complete our cash offer.
VOTE THE GOLD PROXY "FOR" OUR NOMINEES AND PROPOSALS!
THE NEXT CRITICAL STEP IS IN YOUR HANDS!
Time is short. Even if you have already tendered your shares, you
must send in your GOLD proxy card if you want to replace the current Board
with our independent nominees.
We strongly urge you to take a moment now to sign, date and return
the enclosed GOLD proxy card in the envelope provided.
If you have previously signed a BLUE Quickturn proxy, you have every
proper and legal right to change your vote by simply signing and returning a
later dated GOLD proxy card. Only the latest dated proxy card that is timely
received will be counted.
<PAGE>
We appreciate your prompt consideration of this extremely important
vote.
Sincerely,
Dr. Walden C. Rhines
President and Chief Executive Officer
Even if you have tendered your shares, it is important that you complete and
return the GOLD proxy card today. If you have any questions or need
assistance in completing the GOLD proxy card, please contact:
MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
CALL TOLL-FREE (800) 322-2885 OR (212) 929-5500 (COLLECT)
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.
CONTACT: Anne M. Wagner Roy Winnick/Todd Fogarty
Vice President, Marketing Kekst and Company
503/685-1462 212/521-4800
# # #
<PAGE>
[MENTOR GRAPHICS LOGO]
VOTE YOUR GOLD PROXY CARD TODAY!
November 11, 1998
Dear Stockholder:
We want to personally thank the many Quickturn stockholders who showed their
strong support for our $12.125 per share, fully financed, all-cash offer by
tendering their shares. On October 30, 1998, the number of Quickturn shares
tendered by all of you together with the shares already owned by Mentor
represented approximately 53% of Quickturn's outstanding shares.
We now need your support once more. We ask all stockholders -- whether or
not they have tendered shares -- to take a stand at this time on our offer by
voting your GOLD proxy card promptly.
VOTE TO REPLACE THE CURRENT QUICKTURN BOARD
WITH INDEPENDENT DIRECTORS WHO WILL LISTEN TO YOU!
Unfortunately, even though a majority of the outstanding shares have clearly
expressed their support for our offer, neither the Quickturn Board nor its
financial advisors will agree to even sit down at the negotiating table with
Mentor. Don't let the Quickturn Board continue to ignore you.
DON'T LET THE CURRENT BOARD STAND IN YOUR WAY
TAKE THE NEXT STEP TO CASH IN ON OUR PREMIUM OFFER!
Vote your proxies now for the special meeting, currently scheduled by Mentor
to be held on November 24, 1998. Elect five independent nominees who, subject to
their fiduciary duties, will have the power to remove all other obstacles to our
premium offer if we are successful in our challenge in Delaware Chancery Court
to Quickturn's poison pill amendments. Vote to approve the three other proposals
designed to remove obstacles as well.
YOU CAN NO LONGER TRUST THE QUICKTURN BOARD!
The Quickturn Board has been so caught up in their entrenchment tactics that
they have lost sight of the facts. Here are the facts:
- The Quickturn Board wants you to believe that our $12.125 per share offer
is inadequate. KEEP IN MIND THAT OUR OFFER REPRESENTS MORE THAN A 51%
PREMIUM OVER THE CLOSING PRICE ON THE DAY PRIOR TO THE COMMENCEMENT OF OUR
OFFER.
- OUR $12.125 OFFER PRICE REPRESENTS NEARLY 40 TIMES NEXT YEAR'S CONSENSUS
EARNINGS ESTIMATES AND 25 TIMES PROJECTED EARNINGS FOR THE YEAR 2000.
- The Quickturn Board has told you all about the bright future of Quickturn.
IF THEY TRULY BELIEVED THAT, WHY DID THE QUICKTURN BOARD ITSELF REPRICE
DOWNWARD THE EXERCISE PRICE OF 1.5 MILLION EMPLOYEE STOCK OPTIONS TO $7.44
PER SHARE A MERE EIGHT WEEKS BEFORE WE MADE OUR OFFER?
<PAGE>
- Quickturn would like you to believe that the Asian economic crisis is
primarily responsible for the steep drop last spring in the price of
Quickturn shares and for its poor stock price for several months prior to
our offer. WE BELIEVE THAT QUICKTURN'S LACKLUSTER SALES AND POOR EARNINGS
PERFORMANCE ARE THE MAJOR REASONS WHY QUICKTURN'S SHARES TUMBLED.
- Quickturn's third quarter results just reported on October 13, 1998, show
that Quickturn's sales CONTINUE TO BE FLAT OR DECLINING -- NOW FOR 2 1/2
YEARS.
- Quickturn's earnings per share for the third quarter, when adjusted for
take-over related expenses, DROPPED DRAMATICALLY compared to earnings per
share in the same quarter last year, adjusted for one time acquisition
charges. QUICKTURN'S ADJUSTED EARNINGS PER SHARE IN THE QUARTER DROPPED TO
$.04 FROM $.13 PER SHARE IN THE SAME QUARTER LAST YEAR -- A NEARLY 70%
DROP.
- Contrast these poor results to Mentor's outstanding recent results. While
Mentor was exposed to the same market conditions, it posted a 400%
year-to-year earnings gain for the same period. MAYBE QUICKTURN'S
LEADERSHIP IS THE PROBLEM -- NOT ASIA?
- Quickturn wants you to believe that its pending patent litigation claims
against Mentor may be worth $225 million ($75 million trebled). When our
expert was given the opportunity to analyze the same data as Quickturn and
its own expert, he projected the MAXIMUM amount of damages -- if Quickturn
actually proves Mentor infringed a valid patent -- would be about $3
million ($1 million trebled). WHY ARE QUICKTURN'S NUMBERS SO GROSSLY
INFLATED?
- When considering the believability of Quickturn's grossly inflated claim
amount -- remember Quickturn didn't even develop the number based on the
totally new wild theories until October 5, 1998 -- NEARLY SEVEN WEEKS AFTER
WE LAUNCHED OUR OFFER.
- Quickturn's latest letter wants you to reject our offer because of a report
made to Mentor in 1997 by Arthur Andersen. Quickturn also neglected to tell
you that Arthur Andersen's report -- which was made twelve months ago --
was based upon financial projections that assumed Quickturn would have
attained revenues of $136.2 million and net income of $14 million in 1998.
CLEARLY, QUICKTURN HAS NOT ACHIEVED EVEN CLOSE TO THESE LOFTY EXPECTATIONS
AS IT CONTINUES TO LOSE MONEY AND CONSISTENTLY REPORT FLAT OR DECLINING
REVENUES.
WHEN WILL THE QUICKTURN BOARD COME CLEAN
AND TELL YOU THE WHOLE TRUTH?
TELL THE QUICKTURN BOARD TO STOP STONEWALLING AND STOP SPENDING YOUR MONEY ON
EXPENSIVE LITIGATION AND OTHER OBSTRUCTIVE TACTICS!
<PAGE>
The trial in which Mentor is challenging the validity of amendments made to
the poison pill and bylaws of Quickturn recently ended. Post trial briefs have
been filed paving the way for the Delaware court to render a prompt decision.
A FAVORABLE RULING WILL SATISFY ONE MAJOR CONDITION TO COMPLETING OUR
$12.125 PER SHARE FULLY FINANCED, ALL-CASH OFFER. WE NEED YOUR SUPPORT NOW MORE
THAN EVER TO SATISFY ANOTHER MAJOR CONDITION TO OUR OFFER -- THE REMOVAL OF THE
QUICKTURN BOARD WHICH IS PREVENTING YOU FROM BEING ABLE TO ACCEPT AND COMPLETE
OUR CASH OFFER.
VOTE THE GOLD PROXY "FOR" OUR NOMINEES AND PROPOSALS!
THE NEXT CRITICAL STEP IS IN YOUR HANDS!
Time is short. Even if you have already tendered your shares, you must send
in your GOLD proxy card if you want to replace the current Board with our
independent nominees.
WE STRONGLY URGE YOU TO TAKE A MOMENT NOW TO SIGN, DATE AND RETURN THE
ENCLOSED GOLD PROXY CARD IN THE ENVELOPE PROVIDED.
IF YOU HAVE PREVIOUSLY SIGNED A BLUE QUICKTURN PROXY, YOU HAVE EVERY PROPER
AND LEGAL RIGHT TO CHANGE YOUR VOTE BY SIMPLY SIGNING AND RETURNING A LATER
DATED GOLD PROXY CARD. ONLY THE LATEST DATED PROXY CARD THAT IS TIMELY RECEIVED
WILL BE COUNTED.
We appreciate your prompt consideration of this extremely important vote.
Sincerely,
/s/ Dr. Walden C. Rhines
Dr. Walden C. Rhines
President and Chief Executive
Officer
Even if you have tendered your shares, it is important that you complete and
return the GOLD proxy card today. If you have any questions or need assistance
in completing the GOLD proxy card, please contact:
MacKenzie Partners, Inc.
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
CALL TOLL-FREE (800) 322-2885 OR (212) 929-5500 (COLLECT)
