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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 11
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. 11. 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 September 29, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(22) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(22) Press Release dated September 29, 1998.
2
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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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<S> <C> <C>
Dated: September 29, 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
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FOR IMMEDIATE RELEASE
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MENTOR GRAPHICS SAYS INDEPENDENT TABULATORS CERTIFY
VALIDITY OF AGENT DESIGNATIONS TO CALL SPECIAL
MEETING OF QUICKTURN STOCKHOLDERS
-- MENTOR GRAPHICS CHALLENGES QUICKTURN BOARD TO HOLD
SPECIAL MEETING ON OCTOBER 29, 1998 --
WILSONVILLE, OR, SEPTEMBER 29, 1998 -- Mentor Graphics Corporation (NASDAQ:
MENT) today announced that CT Corporation System, an independent tabulation firm
retained by Quickturn Design Systems, Inc. (NASDAQ: QKTN), has certified that
the Agent Designations delivered by Mentor Graphics to call a Special Meeting of
Quickturn stockholders validly represent 17.26% of Quickturn's outstanding
shares.
As previously indicated, Quickturn's bylaws permit stockholders representing at
least 10% of Quickturn's stock outstanding to call a Special Meeting. Mentor
Graphics has called the meeting for October 29, 1998, with a record date of
September 10, 1998. Quickturn is challenging the meeting and record dates in
Delaware state court.
The principal purpose of the Special Meeting is to vote on replacing the
Quickturn Board of Directors with a slate of independent directors nominated by
Mentor Graphics. If the nominees are elected, Mentor Graphics expects that,
subject to their fiduciary duties to all Quickturn stockholders, the nominees
will take the steps necessary to facilitate the stockholders' ability to accept
Mentor Graphics' $12.125 per share all-cash offer.
Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics,
said, "We call upon Quickturn to stop wasting stockholders' time and money. The
Agent Designations are valid and were valid when we delivered them 18 days ago
on Friday, September 11, 1998."
Dr. Rhines continued: "As verified by the independent tabulator, Quickturn's
stockholders have validly called the Special Meeting. It is high time for the
Quickturn Board to adhere to the wishes of its stockholders to decide for
themselves the merits of Mentor Graphics' offer on the date selected - Thursday,
October 29, 1998."
Dr. Rhines emphasized: "Our commitment is to complete this transaction as
promptly as possible. We urge stockholders to send the Quickturn Board a strong
message by tendering their shares prior to midnight on October 6, 1998."
Mentor Graphics' Offer to Purchase and ancillary documents are available on a
Mentor Graphics World Wide Web site at http://www.mentorg.com/file.
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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.
CONTACT: Anne M. Wagner Roy Winnick
Vice President, Marketing Kekst and Company
503/685-1462 212/521-4842
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