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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
QUICKTURN DESIGN SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)
MENTOR GRAPHICS CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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SPECIAL MEETING OF QUICKTURN STOCKHOLDERS CALLED BY MENTOR CONVENED AND
ADJOURNED TO DECEMBER 11
-- Quickturn Stockholders Urged to Tender Shares on or Before
November 30 Expiration Date --
WILSONVILLE, OR, NOVEMBER 24, 1998 -- Mentor Graphics Corporation (Nasdaq:
MENT) announced that, pursuant to a stipulation and Order of the Delaware
Court of Chancery, the special meeting of stockholders of Quickturn Design
Systems, Inc. (Nasdaq: QKTN) called by Mentor Graphics convened today and was
immediately adjourned until December 11, 1998 without conducting any
substantive business.
As previously announced, 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. If the nominees are elected,
Mentor expects that, subject to their fiduciary duties to all Quickturn
stockholders, the new directors will take the steps necessary to facilitate
the stockholders' ability to accept Mentor's $12.125 per share all-cash
offer. Quickturn asserts that the special meeting date has been conditionally
set for January 8, 1999, based on a bylaw adopted by the Quickturn Board
after Mentor commenced its offer. Mentor is seeking to invalidate the bylaw
through the Delaware litigation in order to proceed with the special meeting
on December 11, 1998.
The special meeting called by Mentor will be reconvened at 11:00 a.m. on
December 11, 1998 at the office of the Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware.
Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor
Graphics, said: "We look forward to the December 11 special meeting, and in
the meantime urge Quickturn stockholders to tender their shares before the
expiration of Mentor's Offer at 12:00 Midnight, New York City time, on
Monday, November 30, 1998, unless extended."
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.
CONTACT: Anne M. Wagner Roy Winnick/Todd Fogarty
Vice President, Marketing Kekst and Company
503/685-1462 212/521-4800
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