<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 10
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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. 10. 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 28, 1998, Parent issued a press release. a copy of which is
attached hereto as Exhibit (a)(19) and is incorporated herein by reference.
2. On September 28, 1998, Parent commenced mailing to stockholders of the
Company (i) a letter to stockholders of the Company, a copy of which is attached
hereto as Exhibit (a)(20) and is incorporated herein by reference and (ii) a
letter from Parent to the Company Board dated September 25, 1998, a copy of
which is attached hereto as Exhibit (a)(21) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(19) Press Release dated September 28, 1998.
(a)(20) Letter to Quickturn Stockholders dated September 28, 1998.
(a)(21) Letter to the Company Board dated September 25, 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: September 28, 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>
FOR IMMEDIATE RELEASE
MENTOR GRAPHICS URGES QUICKTURN STOCKHOLDERS
TO TENDER THEIR SHARES BY MIDNIGHT ON OCTOBER 6
WILSONVILLE, OR, SEPTEMBER 28, 1998 -- Mentor Graphics Corporation (NASDAQ:
MENT) announced today that it is urging stockholders of Quickturn Design
Systems, Inc. (NASDAQ: QKTN) to tender their shares prior to midnight on October
6, 1998.
Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics,
said that "by tendering their shares, Quickturn stockholders will be sending a
clear message to the Quickturn Board regarding their support for the Mentor
Graphics offer."
In connection with current litigation between Mentor Graphics and Quickturn,
hearings are scheduled for October 6 and October 7, respectively, in federal and
state court in Delaware.
A copy of Dr. Rhines' letter containing the recommendation to Quickturn's
stockholders follows:
September 28, 1998
Dear Quickturn Stockholder:
This week you have an important opportunity to send the Quickturn Board of
Directors a message to stop its entrenchment tactics and wasteful litigation,
which are designed to block Mentor Graphics' all cash, premium offer. Tell them
to act in your best interests -- not theirs.
TENDER YOUR SHARES PRIOR TO OCTOBER 6, 1998 -- SEND YOUR
MESSAGE LOUD AND CLEAR
Act today. Mentor Graphics' $12.125 per share offer is scheduled to expire at
12:00 Midnight, New York City time, on Tuesday, October 6, 1998, unless
extended.
Despite our repeated efforts to negotiate with Quickturn's Board and management
since the commencement of our offer six weeks ago on August 12, 1998, they have
refused to meet.
Instead, Quickturn's Board and management have engaged in stonewalling and
entrenchment tactics. If successful, these roadblocks, including amending
Quickturn's deadhand poison pill, will prevent all Quickturn stockholders for a
period of at least 270 days - at least nine months -- from accepting an offer
that we believe you should be able to accept today. We believe that you'll find
that Quickturn's entrenchment efforts are against your best interests, as
discussed in the enclosed letter we sent to the Quickturn Board on Friday,
September 25.
<PAGE>
Furthermore, we believe that Quickturn management's business plan and their
portrayal of Quickturn's future prospects as an independent company are
doubtful. Remember that this is the same management that has repeatedly failed
to meet securities analysts' expectations in the past. Weigh their past
performance against our all-cash, fully financed premium $12.125 per share
offer. Keep in mind the $7.00 to $8.00 per share range in which Quickturn's
stock traded during the weeks immediately preceding the announcement of our
offer.
IN THE PRESENT TURBULENT STOCK MARKET, OUR 50% PREMIUM
OFFER IS MORE ATTRACTIVE NOW THAN EVER BEFORE
We stand ready to negotiate, and we would be willing to consider increasing our
offer to reflect even greater value if justified by our due diligence review.
In early September, a significant number of Quickturn stockholders clearly
demonstrated to the Quickturn Board their preference for Mentor Graphics' offer
by tendering their shares. More than 7,046,297 shares were tendered, which when
added to the shares already owned by Mentor Graphics represent nearly 43% of
Quickturn's outstanding common stock.
JOIN YOUR FELLOW STOCKHOLDERS WHO HAVE ALREADY SENT A
CLEAR MESSAGE OF SUPPORT FOR MENTOR GRAPHICS' OFFER -- ADD
YOUR VOICE BY TENDERING YOUR SHARES PRIOR TO OCTOBER 6 AND
BY VOTING MENTOR GRAPHICS' GOLD PROXY.
If you have any questions or need assistance in tendering your shares or voting
Mentor Graphics' GOLD proxy, please call MacKenzie Partners, Inc., which can be
reached at 800-322-2885 Toll-Free or at 212-929-5500 (Collect).
Sincerely,
Walden C. Rhines
President and Chief Executive Officer
TENDER YOUR SHARES
VOTE THE GOLD PROXY TODAY
Mentor Graphics' Offer to Purchase and ancillary 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., 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
# # #
<PAGE>
[MENTOR GRAPHICS CORPORATION LOGO]
September 28, 1998
Dear Quickturn Stockholder:
This week you have an important opportunity to send the Quickturn Board of
Directors a message to stop its entrenchment tactics and wasteful litigation,
which are designed to block Mentor Graphics' all cash, premium offer. Tell them
to act in your best interests -- not theirs.
TENDER YOUR SHARES PRIOR TO OCTOBER 6, 1998 -- SEND YOUR
MESSAGE LOUD AND CLEAR
Act today. Mentor Graphics' $12.125 per share offer is scheduled to expire
at 12:00 Midnight, New York City time, on Tuesday, October 6, 1998, unless
extended.
Despite our repeated efforts to negotiate with Quickturn's Board and
management since the commencement of our offer six weeks ago on August 12, 1998,
they have refused to meet.
Instead, Quickturn's Board and management have engaged in stonewalling and
entrenchment tactics. If successful, these roadblocks, including amending
Quickturn's deadhand poison pill, will prevent all Quickturn stockholders for a
period of at least 270 days -- at least nine months -- from accepting an offer
that we believe you should be able to accept today. We believe that you'll find
that Quickturn's entrenchment efforts are against your best interests, as
discussed in the enclosed letter we sent to the Quickturn Board on Friday,
September 25.
Furthermore, we believe that Quickturn management's business plan and their
portrayal of Quickturn's future prospects as an independent company are
doubtful. Remember that this is the same management that has repeatedly failed
to meet securities analysts' expectations in the past. Weigh their past
performance against our all-cash, fully financed premium $12.125 per share
offer. Keep in mind the $7.00 to $8.00 per share range in which Quickturn's
stock traded during the weeks immediately preceding the announcement of our
offer.
IN THE PRESENT TURBULENT STOCK MARKET, OUR 50% PREMIUM
OFFER IS MORE ATTRACTIVE NOW THAN EVER BEFORE
We stand ready to negotiate, and we would be willing to consider increasing
our offer to reflect even greater value if justified by our due diligence
review.
<PAGE>
In early September, a significant number of Quickturn stockholders clearly
demonstrated to the Quickturn Board their preference for Mentor Graphics' offer
by tendering their shares. More than 7,046,297 shares were tendered, which when
added to the shares already owned by Mentor Graphics represent nearly 43% of
Quickturn's outstanding common stock.
JOIN YOUR FELLOW STOCKHOLDERS WHO HAVE ALREADY SENT A
CLEAR MESSAGE OF SUPPORT FOR MENTOR GRAPHICS' OFFER -- ADD
YOUR VOICE BY TENDERING YOUR SHARES PRIOR TO OCTOBER 6 AND
BY VOTING MENTOR GRAPHICS' GOLD PROXY.
If you have any questions or need assistance in tendering your shares or
voting Mentor Graphics' GOLD proxy, please call MacKenzie Partners, Inc., which
can be reached at 800-322-2885 Toll-Free or at 212-929-5500 (Collect).
Sincerely,
/s/ WALDEN C. RHINES
Walden C. Rhines
President and Chief Executive Officer
TENDER YOUR SHARES
VOTE THE GOLD PROXY TODAY
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
CALL TOLL-FREE (800) 322-2885 OR (212) 929-5500 (COLLECT)
2
<PAGE>
September 25, 1998
The Board of Directors
Quickturn Design Systems, Inc.
55 West Trimble Road
San Jose, California 95131
Gentlemen:
When I met with your Chairman, Glen Antle, on August 11, 1998 -- at a
meeting requested by Mr. Antle -- I proposed that Mentor Graphics acquire
Quickturn in a $12.125 per share, all-cash transaction. This price represented a
greater than 50% premium over Quickturn's closing stock price on that date. As I
stated at that time, we are prepared to negotiate a transaction with Quickturn
and to consider an increased offer if due diligence shows greater value.
In the nearly six weeks since that meeting, we have stood ready to negotiate
a transaction with you and have made repeated efforts to arrange a meeting for
that purpose. These efforts include my personal calls to Mr. Antle and to Keith
Lobo, Quickturn's chief executive officer, calls from our investment bankers to
your investment bankers, and calls from our counsel to your counsel.
For example, one of my attempts to call Mr. Lobo occurred on Friday, August
28, when I left my office number as well as home number for the weekend. Mr.
Lobo's only response was a message he left on voicemail -- at half-past midnight
on August 31 -- saying that he would be out of town that week and "perhaps"
would get back to me thereafter.
Similarly, when one of your own outside advisers suggested that I make
another call, I called Mr. Antle on September 4. Mr. Antle's response was simply
that he would get back to me.
Despite all our efforts, neither Mr. Antle nor Mr. Lobo has called me to
arrange a meeting.
Instead, in our opinion, your actions throughout the six-week period have
been to erect barriers to our all-cash, premium offer, to entrench the Board and
management, and to ignore the best interests of your stockholders.
Specifically, after the commencement of our offer, you adopted new bylaw
amendments which, if valid, would take away for more than 90 days your
stockholders' ability to replace the current Quickturn directors, thus blocking
the stockholders' ability to decide for themselves the merits of our offer.
Furthermore, after the commencement of our offer, you amended Quickturn's
poison pill, an action which, if upheld, would make it impossible as a practical
matter for Mentor to purchase shares from your stockholders for an additional
six months after these same stockholders are finally given the opportunity to
replace Quickturn's Board of Directors to facilitate our offer.
If your entrenchment efforts are successful (we believe that the Delaware
court will strike them down), you will prevent your stockholders for a period of
more than 270 days -- nine months -- from accepting an offer that we believe
they want the right to accept today. Why are you going to such lengths to
prevent your own stockholders from exercising their right to accept our offer?
Are you simply afraid of the choice they would make?
<PAGE>
It would be bad enough if your efforts to stonewall us and entrench
yourselves stopped there. But clearly they have not:
- In addition to your bylaw and poison pill amendments, you have done
everything you can through wasteful litigation to delay the stockholders'
meeting where the stockholders will get a chance to express their views on
our offer and on your performance as a Board of Directors. On September
11, we delivered substantially more than the requisite number of agent
designations from Quickturn stockholders to call a Special Stockholders
Meeting. However, you and your lawyers have pursued meritless litigation
to defer indefinitely the date of the meeting we called for October 29. In
our opinion, you are wasting millions of dollars of your stockholders'
money on lawyers and investment bankers to entrench yourselves and to
block our offer. This diminishes the value of Quickturn to Mentor and, in
turn, to your stockholders.
- You have touted Hambrecht & Quist's "inadequacy" opinion as justification
for your rejection of Mentor's offer. A stockholder might well question
how inadequate a $12.125 all-cash offer could be -- especially when you
repriced employee stock options to $7.44 only two months before our offer.
Why have you refused to disclose the important information stockholders
need to evaluate H&Q's opinion that our 50% premium cash offer is
"inadequate"? Your stockholders need to know the analyses conducted, the
assumptions made and ranges of value resulting from such analyses. Are you
afraid to let your stockholders see that information too?
- You have also touted your business prospects for the third and fourth
quarters of 1998. But -- just as with the H&Q opinion -- you provide no
basis for your stockholders to assess the credibility of your assertion.
What, for example, is the basis for your speculation about the "imminent"
reinvestment cycle in new design activity in the Asia/Pacific region in
your September 22 and September 24, 1998 stockholder letters? Why should
your stockholders believe these or any other ambitious projections by
Quickturn when, in our view, you have repeatedly failed to deliver on past
predictions?
- You say that the Mentor offer has been "disruptive" to your sales efforts
and relationships with suppliers. Is this another way of saying that your
business is off -- yet again? If so, don't your stockholders have a right
to know, particularly when you are talking about your supposedly "strong"
business prospects for the third and fourth quarters?
- You similarly tout your "business plan" but you do not provide any
meaningful information about that plan to your stockholders. Your
September 24, 1998 letter to stockholders entitled "The Quickturn Business
Plan" merely reads like a product catalog. What are your assumptions for
such factors as revenue growth and operating profit made in this business
plan? It appears to us to be the same basic business plan that has brought
about the disappointing operating and stock-price performance of the past
two years. Why should your stockholders accept this plan today?
Mentor Graphics calls on you -- the Quickturn Board -- to stop these
obstructionist and wasteful tactics and do the right thing by your stockholders.
Give your stockholders the chance to make their own decision based on full
information, rather than vague comments concerning "inadequacy" and, in our
view, based on your track record, unrealistic prospects.
Now, as before, we remain ready to sit down and discuss the acquisition with
you. And even if you continue to refuse to negotiate, we at Mentor Graphics
remain committed to completing the acquisition.
<PAGE>
Very truly yours,
/s/ WALDEN C. RHINES
Walden C. Rhines
President and
Chief Executive Officer
