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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 26
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. 26. 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 November 24, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(50) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(50) Press Release dated November 24, 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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Dated: November 24, 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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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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