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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
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)
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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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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. 6. 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:
On September 10, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(15) and is incorporated herein by reference,
relating to the extension of the Offer until 12:00 midnight, New York City time,
on Tuesday, October 6, 1998, unless further extended.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(15) Press Release dated September 10, 1998.
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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.
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Dated: September 10, 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
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Exhibit 99(a)(15)
MENTOR GRAPHICS EXTENDS TENDER OFFER
FOR QUICKTURN DESIGN SYSTEMS
WILSONVILLE, ORE., Sept. 10, 1998--Mentor Graphics Corporation (Nasdaq: MENT)
today announced that it has extended its $12.125 per share cash tender offer
for all outstanding shares of the common stock of Quickturn Design Systems,
Inc. (Nasdaq: QKTN). The Offer, which commenced on August 12, 1998, is now
scheduled to expire at 12:00 Midnight, New York City time, on Tuesday,
October 6, 1998 unless extended.
As of 12:00 Midnight, New York City time, on September 9, 1998, the date on
which the Offer was scheduled to expire, 7,046,297 shares of Quickturn common
stock had been validly tendered into the Offer, which, together with the
591,500 shares already owned by Mentor, represents approximately 42.6 percent
of Quickturn's outstanding common stock. The shares tendered represent 39.3
percent of the outstanding common stock.
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
Vice President, Marketing
503-685-1462
Roy Winnick
Kekst and Company
212-521-4842
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