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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 27
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. 27. 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 December 1, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(51) and is incorporated herein by reference,
relating to the extension of the Offer until 12:00 midnight, New York City time,
on Monday, December 21, 1998, unless further extended.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(51) Press Release dated December 1, 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: December 1, 1998 MENTOR GRAPHICS CORPORATION
By: /s/ GREGORY K. HINCKLEY
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Name Gregory K. Hinckley
Title: Executive Vice President, Chief Operating
Officer and Chief Financial Officer
MGZ CORP.
By: /s/ GREGORY K. HINCKLEY
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Name: Gregory K. Hinckley
Title: Secretary and Chief Financial Officer
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MENTOR GRAPHICS TENDER OFFER FOR QUICKTURN DESIGN SYSTEMS
EXTENDED TO DECEMBER 21
-- SHARES TENDERED, TOGETHER WITH THOSE ALREADY OWNED BY MENTOR, REPRESENT
56.0 PERCENT OF QUICKTURN'S SHARES --
WILSONVILLE, OR, DECEMBER 1, 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) to 12:00 Midnight, New York City time, on
Monday, December 21, 1998, unless extended.
As of 12:00 Midnight, New York City time, on November 30, 1998, 9,547,349
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 56.0 percent of Quickturn's outstanding common stock (based
upon 18,077,059 shares outstanding as of October 31, 1998). The shares
tendered represent 53.0 percent of the outstanding common stock.
As previously announced, the special meeting of Quickturn's stockholders
called by Mentor was ordered adjourned by the Delaware Court of Chancery
until December 11, 1998. The adjournment until 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.
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.
Contacts: Anne M. Wagner Roy Winnick/Todd Fogarty
Vice President, Marketing Kekst and Company
503/685-1462 212/521-4800
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