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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 14
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
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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. 14. 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 12, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(25) and is incorporated herein by reference.
2. On October 12, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(26) and is incorporated herein by reference.
3. Slide presentation of Parent, a copy of which is attached hereto as
Exhibit (a)(27) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(25) Press Release dated October 12, 1998.
(a)(26) Press Release dated October 12, 1998.
(a)(27) Slide Presentation of Parent.
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 13, 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
--------------------------------------
Name: Gregory K. Hinckley
Title: Secretary and Chief Financial Officer
</TABLE>
3
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MENTOR GRAPHICS EXPECTS THIRD QUARTER EARNINGS TO EXCEED ANALYST ESTIMATES
Wilsonville, OR--October 12, 1998--Mentor Graphics Corporation (Nasdaq:
MENT) today announced that it expects to report earnings per share for the third
quarter ended September 30, 1998 20% above the consensus of analyst estimates,
or $0.12 per share. According to First Call, the current mean of analysts'
estimates for Mentor Graphics' third quarter is $0.10 per share. There will be
no special charges in the quarter. The Company is scheduled to report third
quarter results on October 29, 1998.
Walden C. Rhines, President and CEO of Mentor Graphics, commented, "We are
pleased that our success in building our new product portfolio is flowing to the
bottom line. The results we expect to report for the third quarter reflect our
best gross margins in the 1990's, broad strength in North American software
sales, and a tripling of orders of our emulation products in Europe, as compared
to the same quarter a year ago. Combined with our focused expense controls and
with software product and emulation bookings up approximately 20% over the third
quarter of 1997, these anticipated results reflect Mentor's continued leadership
in the growing verification market. I'm looking forward to sharing more details
of our quarter in a few weeks."
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including, without
limitation, statements containing the words "believes," "expects," and words of
similar import, constitute "forward-looking" statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-
looking statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements of the
Company or industry results to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Prospective investors are cautioned not to place undue reliance on
such forward-looking statements. Mentor Graphics disclaims any obligation to
update any such factors or to publicly announce the results of any revisions to
any of the forward-looking statements contained herein to reflect future events
or developments.
Mentor Graphics Corporation (NASDAQ: MENT) is a world leader in electronic
hardware and software design solutions, providing products and consulting
services for the world's largest electronics and semiconductor companies. The
company headquarters are located in Wilsonville, Oregon and it can be found on
the web at http://www.mentorg.com
For more information, contact:
Ryerson Schwark
Public Relations
503-685-1462
[email protected]
Dennis Weldon
Treasurer
503-685-1462
[email protected]
# # #
<PAGE>
MENTOR GRAPHICS SAYS DELAWARE COURT OF CHANCERY DENIES
QUICKTURN MOTION FOR SUMMARY JUDGMENT
--DELAWARE TRIAL ON VALIDITY OF QUICKTURN POISON PILL AND
BY-LAW AMENDMENTS TO BEGIN OCT. 19--
--Separately, Special Master in Oregon Patent Litigation Denies
All of Quickturn's Summary Judgment Motions--
WILSONVILLE, OR, OCTOBER 12, 1998--Mentor Graphics Corporation (Nasdaq: MENT)
today announced that the Court of Chancery of the State of Delaware on Friday,
October 9 denied a motion for summary judgment by Quickturn Design Systems, Inc.
(Nasdaq: QKTN) as to the validity of amendments to Quickturn's by-laws and
poison pill, which Quickturn had adopted after Mentor Graphics commenced its
$12.125 per share, all-cash offer on August 12, 1998.
The Delaware trial with respect to the validity of Quickturn's amended
by-laws and poison pill--which together would delay the ability of Quickturn
stockholders to accept Mentor Graphics' premium offer until a minimum of 11
months from the launch of Mentor Graphics' offer--has been scheduled to commence
on October 19, 1998.
Separately, Mentor Graphics announced that the Special Master in the patent
litigation with Quickturn in federal court in Oregon recommended to the court on
Friday, October 9 that summary judgment be granted in favor of Mentor Graphics
respecting one of Quickturn's patents and that all other motions for summary
judgment by the parties be denied. Trial in the case is presently scheduled for
December 1998.
Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor
Graphics, said: "We are very pleased with the Delaware Chancery Court's denial
of Quickturn's motion for summary judgment, and now look forward to trying the
case on October 19. This opinion represents an important step in ultimately
ensuring Quickturn stockholders are able to decide whether to accept Mentor
Graphics' fully financed, all-cash, premium offer.
"We also are gratified by the recommendation of the Special Master in our
Oregon patent dispute with Quickturn that summary judgment of non-infringement
as to one Quickturn patent be granted in Mentor Graphics' favor. In addition, we
are pleased that the Special Master recommended against granting any of
Quickturn's motions for summary judgment on the other patents involved. We will
be prepared to proceed to trial in December," concluded Dr. Rhines.
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.
Contacts: Anne M. Wagner Roy Winnick/Todd Fogarty
Vice President, Marketing Kekst and Company
503/685-1462 212/521-4800
# # #
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[MENTOR GRAPHICS LOGO]
The Power to Create -Trademark-
BT ALEX.BROWN
1998 TECHNOLOGY CONFERENCE
Greg Hinckley
Senior Vice President
COO/CFO
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PRELIMINARY 3Q RESULTS
- - Estimated EPS of $0.12 exceeds First Call analyst consensus estimates by 20%
- - Accelerating bookings paced by software in North America and by emulation in
Europe and Asia
- - Flat revenue, in quarter, year-over-year
- - Best gross margin in the 1990's
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Q2 HIGHLIGHTS
- - Best 2Q order rate this decade
- - Record backlog
- - 4th consecutive quarter of increasing gross margins
- - New product revenue up 50%
- - Major consulting engagements at Motorola and Toshiba
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QUARTERLY EDA SALES GROWTH
VERSUS IC SALES GROWTH
[GRAPH]
[Figures in percentages]
IC Growth EDA Growth
--------- ----------
Q195 47 18
Q295 49 21
Q395 41 23
Q495 39 22
Q196 -13 23
Q296 -13 23
Q396 -17 15
Q496 -16 15
Q197 -10 13
Q297 10 13
Q397 12 23
Q497 11 23
SOURCE: HAMBRECHT & QUIST
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MEETING THE CHALLENGE
"NEC Corp. chip boss Hajime Sasaki's prescription...accelerate chip designs,
better use fab capacity, squeeze expense out of the budget and dream up
system-on-chip proposals for key customers."
EE TIMES
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QUICKTURN ACQUISITION
TRANSACTION SUMMARY
Offer Price: $12.125 per share
Premium: 51.6%
Consideration: 100% cash fully financed
Total $216 million
Consideration: - Balance sheet financed
- Bank financed
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EDA INDUSTRY ANALYST VIEWS
"Quickturn should consider the offer as a way to revive its
sluggish recent performance."
- RITA GLOVER, PRESIDENT & PRINCIPAL ANALYST
EDA TODAY MARKET RESEARCH
8/14/98
No, this isn't about the lawsuit... The acquisition of
Quickturn would not only give Mentor the vertical market
strength, acceleration/emulation to RTL Simulation, but
would make them the powerhouse in horizontal space, RTL
Simulation to acceleration/emulation to hardware/software
coverification to Microtec, their embedded software tool
division. Not a bad package!"
- GARY SMITH, CHIEF EDA ANALYST, DATAQUEST
WORLDWIDE ELECTRONIC DESIGN AUTOMATION
8/17/98
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EDA INDUSTRY ANALYST VIEWS
(EE Times 8/17/98)
"Brilliant"
- GARY SMITH, CHIEF EDA ANALYST, DATAQUEST
WORLDWIDE ELECTRONIC DESIGN AUTOMATION
8/17/98
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QUICKTURN ACQUISITION
CURRENT STATUS
- - October 9 - Hearing on motion to dismiss
- - October 19 - Trial on antitakeover defenses
- - October 29 - Date Called By Mentor Graphics for Special Stockholders Meeting
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WHAT IS EDA?
Software tools used by all electronic engineers
to design the world's ICs and electronic systems
[PHOTOGRAPHS]
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CHALLENGES REQUIRE FOCUS
System Verification
Mentor Intellectual Property
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Design Services
Cadence Physical Design
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Design Creation
Synopsys Logic Synthesis
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FPGA DESIGN
Renoir
ModelSim
Leonardo Spectrum
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A STRATEGIC OPPORTUNITY
- - FPGA DESIGN STARTS RAPIDLY INCREASING
- 100K FPGA design starts/year
- 10K ASIC design starts/year
- - AGGRESSIVE TECHNOLOGY ROADMAPS
- Million gate, 150 MHz by end of 1998
Data collected by Model Technology, Inc. from FPGA/PLD vendors,
EDA vendors and customers
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INCREASING GATE COUNT REQUIRES NEW
TOOLS
[Picture showing growing FPGA and ASIC gate counts]
Data collected by Model Technology, Inc. from FPGA/PLD vendors,
EDA vendors and customers
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HDL FPGA TOOLS MARKET TO DOUBLE IN
TWO YEARS
[GRAPH]
[Revenue figures in millions]
1998 1999 2000
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Capture 15 20 25
Simulation 30 40 50
Synthesis 45 60 90
Total 90 120 165
Estimates based on Dataquest, FPGA/PLD vendors, Mentor Graphics,
Exemplar and MTI sources
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Mentor Graphics Owns
50%
of the FPGA/PLD
Design Market
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MENT: A VALUE OPPORTUNITY
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<CAPTION>
10-7-98
Company Share Price Market Cap/Revenue
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<S> <C> <C>
Mentor Graphics $6.56 0.9
Cadence $20.63 4.4
Synopsys $29.56 2.9
Avant! $11.63 2.0
</TABLE>
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FPGA DESIGN
A Market Creating New HDL Users
- - Increasing Densities Driving the Need for HDL-Based FPGA Designs
- - Dataquest Estimates 24K new seats in 1998
- Xilinx: 10K new Xilinx HDL users/year
(50% of all new users)
- - Major FPGA Vendors Investing in EDA Integration and Alliances
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[MENTOR GRAPHICS LOGO]
The Power to Create-Trademark-
