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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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. 5. Capitalized terms used herein and not defined have the
meanings ascribed to them in the Statement.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 4, 1998, Parent, Bank of America and BancAmerica Securities,
Inc., as successor to BARS, executed letters, copies of which are attached
hereto as Exhibit (b)(2) and are incorporated herein by reference, by which Bank
of America confirmed its original understanding and intention with respect to
the effect under the Commitment Letter and the Credit Agreement of the entry of
a judgement or injunction against Parent in connection with the pending patent
litigation between Parent and the Company (the "Patent Litigation"). No
judgement, ruling, injunction or other outcome of the Patent Litigation will be
considered in evaluating the occurrence or existence of a "Material Adverse
Effect" under the Credit Agreement or a material adverse change under the
Commitment Letter. In addition, no judgement, order, decree or arbitration award
entered against Parent (or any bond or credit enhancement posted pending appeal
of such a judgment, order, decree or arbitration award) will be included in the
calculation of any financial covenant under the Credit Agreement if the
enforcement of any such judgment, order, decree or arbitration remains
effectively stayed pending appeal. Any bond or credit enhancement posted in
connection with the appeal of such a judgement, order, decree or arbitration
award will be a permitted contingent obligation under the Credit Agreement. In
order to confirm this original understanding and intention, the Credit Agreement
and Commitment Letter are amended, effective as of August 11, 1998, by the above
terms of the letters of original understanding. In accordance with the original
understanding and intention of Parent and Bank of America, Parent expects to
stay enforcement in the event of any adverse judgement, order, decree or
arbitration award concerning the Patent Litigation.
ITEM 10. ADDITIONAL INFORMATION.
(c) On September 8, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(14) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(14) Press Release dated September 8, 1998.
(b)(2) Letters relating to the Commitment Letter and Credit Agreement, dated
September 4, 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 8, 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)(14)
MENTOR GRAPHICS ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD FOR ITS OFFER TO ACQUIRE QUICKTURN
WILSONVILLE, ORE., Sept. 8, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT)
today announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act has expired with respect to Mentor's $12.125 per share cash
tender offer to acquire all shares of Quickturn Design Systems, Inc. (Nasdaq:
QKTN).
Mentor's tender offer is scheduled to expire at 12:00 midnight, New York City
time, on September 9, 1998, unless extended.
Mentor's tender offer was commenced on August 12, 1998, prior to the recent,
significant stock market decline. The offer price represents a premium of 51.6
percent over Quickturn's closing price of $8.00 per share on the day prior to
commencement of the offer. At $12.125 per share, Mentor's offer values
Quickturn at $217 million, based on the 17,922,518 Quickturn shares outstanding
at July 31, 1998. Mentor already holds 591,500 Quickturn shares, or 3.3
percent.
Mentor Graphics is suing Quickturn in the Delaware Chancery Court to, among
other things, invalidate certain actions taken by Quickturn's Board of Directors
and management which are denying Quickturn stockholders the opportunity to
realize the benefits of Mentor's premium, all-cash, fully financed offer.
Separately, Mentor today announced that on September 4, the Delaware Court of
Chancery rejected the attempts of Quickturn to defer the trial on Mentor's
claims regarding the validity of the defensive measures adopted by Quickturn in
response to Mentor's offer. Trial on this matter will be held during the week
of October 19. The
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Court of Chancery also scheduled argument on Quickturn's anticipated motion for
summary judgment for October 7. Earlier last week, the United States District
Court for the District of Delaware scheduled a hearing on Mentor's and
Quickturn's cross-motions to require corrective disclosures for October 6, 1998.
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.
The offer is not subject to any financing condition. The tender offer is
subject to a number of terms and conditions, including a majority of outstanding
Quickturn shares being validly tendered and not withdrawn; redemption or removal
of Quickturn's shareholder rights plan; and the inapplicability of the Delaware
business combination statute.
The Offer to Purchase and ancillary documents are available on a Mentor Graphics
World Wide Web site at http://www.mentorg.com/file.
Contacts: Anne M. Wagner
Vice President, Marketing
503-685-1462
Roy Winnick
Kekst and Company
212-521-4842
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Exhibit 99(b)(2)
[LETTERHEAD OF BANKAMERICA CORPORATION]
September 4, 1998
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777
Attention: Mr. Dennis Weldon
Re: Mentor Graphics Corporation
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Dear Mr. Weldon:
This letter of amendment is being delivered in connection with that
certain $200,000,000 Commitment Letter dated August 11, 1998 (together with
all attachments thereto and as supplemented hereby, the "Commitment Letter"),
among Bank of America National Trust and Savings Association ("BofA"),
BancAmerica Securities, Inc., as successor to BancAmerica Robertson Stephens
(the "Arranger"), and Mentor Graphics Corporation (the "Company"). All
capitalized terms not defined herein shall be given the meaning ascribed
thereto in the form Credit Arrangement (the "Credit Agreement") attached to
the Commitment Letter and to be entered into among the Company, certain
lenders (together with BofA in its capacity as a lender, the "Banks") and
BofA, as agent for the Banks (in such capacity, the "Agent"), pursuant to the
Commitment Letter.
The Company has requested that BofA confirm its original understanding
and intention with respect to the effect under the Commitment Letter and the
Credit Agreement of the entry of a judgment or injunction (or continuation
of an existing injunction) against the Company in connection with the pending
patent litigation (the "Patent Litigation") between the Company and Quickturn
Design Systems, Inc. ("Quickturn"). Accordingly, BofA hereby confirms its
original understanding and intention, and, solely for the purpose of
confirming such understanding and intention, amends the Commitment Letter and
Credit Agreement as follows:
1. In accordance with the last sentence of the definition of "Material
Adverse Effect" set forth in Section 1.01 of the Credit Agreement,
any judgement, ruling injunction or other outcome of the Patent
Litigation will not be considered in evaluating the occurrence or
existence of a Material Adverse Effect under the Credit Agreement;
similarly, any judgement, ruling injunction or other outcome of the
Patent Litigation will not be considered in evaluating the
occurrence or existence of a material adverse change in the
financial condition or business of the Company or the Company and
its consolidated subsidiaries for purposes of the Commitment Letter.
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2. Section 1.04 of the Credit Agreement is hereby amended by adding a
new sentence at the end of such Section which shall read as
follows: "Further, for purposes of determining the Company's
compliance with the financial covenants set forth at Section 7.14,
any judgement, order, decree or arbitration award entered against
the Company (or any bond or other credit enhancement posted in
connection therewith pending appeal of such judgement, order,
decree or arbitration award by the Company) in the ongoing patent
litigation between the Company and Quickturn which, in accordance
with GAAP, must be recorded as a liability on the consolidated
balance sheet of the Company will not be included in the
calculation of any of the financial covenants set forth at Section
7.14; PROVIDED that the enforcement of any such judgment, order,
decree or arbitration remains effectively stayed pending appeal."
3. Section 7.08 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of subsection (e) thereof; (ii)
deleting the period at the end of subsection (f) thereof and
replacing it with "; and"; and (iii) adding a new subsection (g)
which shall read as follows: ``(g) Contingent Obligations in respect
of any bond or credit enhancement posted or otherwise provided by
or on behalf of the Company in connection with the appeal by the
Company of any judgment, order, decree or arbitration award entered
against the Company relating to the ongoing patent litigation
between the Company and Quickturn."
The parties hereto agree that the amendments effected hereby shall be
effective as of August 11, 1998. You may freely disclose this letter and the
terms and substance hereof at any time to any other Person. Notwithstanding
any such disclosure to any other Person, this letter sets forth the
understanding among the parties hereto and may not be relied upon by any
other Person (other than any Indemnified Person).
Very truly yours,
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Kevin McMahon
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Name: Kevin McMahon
Title: Managing Director
BANCAMERICA SECURITIES, INC.
By: /s/ Edward Millet
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Name: Edward Millet
Title: Vice President
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Acknowledged and agreed to as of
the date first above written:
MENTOR GRAPHICS CORPORATION
By: /s/ Gregory K. Hinckley
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Name: Gregory K. Hinckley
Title: Executive Vice President
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[LETTERHEAD OF BANKAMERICA CORPORATION]
September 4, 1998
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777
Attention: Mr. Dennis Weldon
Re: Mentor Graphics Corporation
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Dear Mr. Weldon:
Reference is made to the $200,000,000 Commitment Letter dated August 11,
1998 (together with all attachments thereto, the "Commitment Letter"), among
Bank of America National Trust and Savings Association ("BofA"), BancAmerica
Securities, Inc., as successor to BancAmerica Robertson Stephens (the
"Arranger") and Mentor Graphics Corporation (the "Company"). This letter is
being delivered in connection with that certain letter from the undersigned
to you delivered herewith pursuant to which we confirm our original
understanding and intention with respect to certain matters relating to the
Commitment Letter and the form Credit Agreement (the "Credit Agreement")
attached thereto.
By its signature below, the Company hereby ratifies and confirms that
its obligations to indemnify the indemnified persons as and to the extent set
forth in the Commitment Letter remain in full force and effect.
Very truly yours,
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Kevin McMahon
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Name: Kevin McMahon
Title: Managing Director
BANCAMERICA SECURITIES, INC
By: /s/ Edward Millet
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Name: Edward Millet
Title: Vice President
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Acknowledged and agreed to as of
the date first above written:
MENTOR GRAPHICS CORPORATION
By: /s/ Gregory K. Hinckley
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Name: Gregory K. Hinckley
Title: Executive Vice President
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