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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 17
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. 17. 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 October 27, 1998, Parent and the Company entered into a Stipulation
regarding the Special Meeting, a copy of which is attached hereto as Exhibit
(a)(34) and is incorporated herein by reference.
2. On October 27, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(35) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(34) Stipulation dated October 27, 1998.
(a)(35) Press Release dated October 27, 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: October 27, 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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3
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MENTOR GRAPHICS CORPORATION,
an Oregon corporation, and MGZ CORP., a )
Delaware corporation, )
)
Petitioners, )
)
v. )
) Civil Action No. 16584-NC
QUICKTURN DESIGN SYSTEMS, INC., )
a Delaware corporation, KEITH R. LOBO, )
GLEN M. ANTLE, RICHARD C. )
ALBERDING, MICHAEL R. D'AMOUR, )
YEN-SON (PAUL) HUANG, DR. DAVID )
K. LAM, WILLIAM A. HASLER, and )
CHARLES D. KISSNER, )
)
Respondents. )
)
STIPULATION
WHEREAS, Mentor Graphics Corporation ("Mentor") asserts that it has called
a special meeting of stockholders of Quickturn Design Systems, Inc.
("Quickturn") for October 29, 1998 (the "Mentor Proposed Special Meeting"); and
WHEREAS, Quickturn asserts that the Mentor Special Meeting has not been
properly noticed by Mentor; and
WHEREAS, Quickturn asserts that, if a special meeting was properly
requested, its board of directors has properly scheduled a special meeting for
January 8, 1999 pursuant to Quickturn's bylaws (the "Quickturn Proposed Special
Meeting"); and
WHEREAS, the Court is presently conducting an expedited trial to determine
the validity of the bylaw pursuant to which Quickturn's board of directors
asserts that it set the date for the Quickturn Proposed Special Meeting.
WHEREAS, Quickturn filed a motion for a preliminary injunction to enjoin
Mentor from
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proceeding with the Mentor Proposed Special Meeting on October 29, 1998 (the
"Motion"); and
WHEREAS, the parties agree that the Motion need not be decided at this time
in view of the agreement set forth herein.
IT IS HEREBY STIPULATED AND AGREED, by and between the parties hereto,
subject to the approval of the Court, as follows:
1. Subject to paragraph 3 herein, the Mentor Proposed Special Meeting
will be convened by a Mentor representative on October 29, 1998 and immediately
adjourned by a Mentor representative to November 24, 1998, at 11:00 a.m., at The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. All
proxies held by Quickturn and its affiliates, and all shares of Quickturn stock
owned by Quickturn directors, shall not be present at the Mentor Special Meeting
on October 29, 1998. All proxies held by Mentor and its affiliates, and all
shares of Quickturn stock owned by Mentor, shall not be present at the Mentor
Special Meeting on October 29, 1998.
2. There shall be no business conducted at the Mentor Proposed Special
Meeting on October 29, 1998. At the Mentor Proposed Special Meeting on October
29, 1998, no stockholder vote shall be taken and no other action shall be taken
on any matter other than the adjournment of the meeting in accordance with
paragraph 1 of this Stipulation.
3. Except as expressly provided herein, this Stipulation does not affect
the substantive rights of any party. This Stipulation does not constitute or
reflect a ruling by the Court on any issue in this proceeding.
4. The parties shall simultaneously file Post-Trial Briefs and supporting
papers and transmit same via hand delivery to opposing local counsel, and via
facsimile and overnight delivery to opposing California counsel, no later than
5:00 p.m. EDT on November 3, 1998.
Of Counsel:
Fredric J. Zepp
Heidi Klein
Latham & Watkins
505 Montgomery Street
San Francisco, CA 94111
(415) 391-0600
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/s/ Kevin Abrams
Marc W. Rappel _________________________
Latham & Watkins Kevin G. Abrams
633 West Fifth Street, Suite 4000 Thomas A. Beck
Los Angeles, CA 90071 Lisa A. Schmidt
(213) 485-1234 Catherine G. Dearlove
J. Travis Laster
Thad J. Bracegirdle
Richards, Layton & Finger
One Rodney Square
P. O. Box 551
Wilmington, DE 19899
(302) 658-6541
Attorneys for Plaintiffs
/s/ Kenneth Nachbar
Of Counsel: _________________________________
Kenneth J. Nachbar
James A. DiBiose William M. Lafferty
David J. Berger Morris, Nichols, Arsht & Tunnell
Wilson Sonsini Goodrich & Rosati, PC 1201 North Market Street
650 Page Mill Road P.O. Box 1347
Palo Alto, CA 94304 Wilmington, DE 19899
(650) 493-9300 (302) 658-9200
Attorneys for Defendants
Dated: October 27, 1998
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MENTOR GRAPHICS SAYS IT AGREES WITH QUICKTURN TO ADJOURN
SPECIAL MEETING OF STOCKHOLDERS TO NOVEMBER 24
WILSONVILLE, OR, OCTOBER 27, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT)
announced today that Mentor and Quickturn Design Systems, Inc. (Nasdaq: QKTN)
agreed to the adjournment of the special meeting of Quickturn stockholders
called by Mentor for October 29, 1998 until November 24, 1998.
Under the terms of the parties' agreement, the trial in which Mentor is
challenging the validity of Quickturn's bylaw and poison pill amendments is
scheduled to end tomorrow, October 28, 1998, with post-trial briefs due on
November 3, 1998. A decision by the Court of Chancery on Mentor's claims is
expected shortly thereafter. The parties' agreement provides that the special
meeting of stockholders called by Mentor will convene on October 29, 1998, and
be adjourned until November 24, 1998. No substantive business will be conducted
at the special meeting on October 29, 1998. The record date for the special
meeting called by Mentor will continue to be September 10, 1998.
Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics,
said: "We are pleased to reach this agreement, and look forward to a favorable
ruling by the Court on the invalidity of Quickturn's anti-takeover tactics, as
well as to the ultimate vote of stockholders on November 24, 1998."
Separately, on October 21, 1998, the United States District Court for the
District of Delaware denied requests by Quickturn and Mentor Graphics for
preliminary injunctions on their respective motions for corrective disclosure.
An additional preliminary injunction hearing in federal court has been scheduled
for November 4, 1998 on Mentor Graphics' motion to require Quickturn to disclose
the analyses underlying its damages claims in the Oregon patent litigation.
As previously announced, the principal purpose of the special meeting is to vote
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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 new directors will take the steps necessary to facilitate the
stockholders' ability to accept Mentor Graphics' $12.125 per share all-cash
offer. Quickturn continues to assert, nevertheless, that the special meeting
date has been conditionally set for January 8, 1999, citing a bylaw that it
purported to adopt after Mentor Graphics' offer was launched on August 12, 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.
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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