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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 35
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 up
to 2,100,000 shares of Common Stock, par value $.001 per share, of Quickturn
Design Systems, Inc., a Delaware corporation, together with the associated
preferred stock purchase rights, as set forth in this Amendment No. 35.
Capitalized terms used herein and not defined have the meanings ascribed to them
in the Schedule 14D-1 or in the Offer to Purchase.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 31, 1998, Bank of America sent a Letter of Confirmation to
Parent in connection with the Credit Agreement, a copy of which is attached
hereto as Exhibit (b)(3) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(b)(3) -- Letter of Confirmation from Bank of America.
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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: January 7, 1999 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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BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
December 31, 1998
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777
Attention: Mr. Dennis Weldon
re: Mentor Graphics Corporation
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Dear Mr. Weldon:
This Letter of Confirmation is being delivered in connection with
that certain $200,000,000 Credit Agreement, dated as of November 6, 1998 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Mentor Graphics Corporation (the "Company"), the lenders
party thereto from time to time (the "Lenders") and Bank of America National
Trust and Savings Association ("BofA"), as agent for the Lenders (the
"Agent"). All capitalized terms not defined herein shall be given the
meaning ascribed thereto in the Credit Agreement.
The Agent hereby confirms that (i) the amendments to the Tender
Offer, as described on Attachment A attached, are satisfactory to the Agent
and in compliance with, and would not otherwise cause a breach of, the Credit
Agreement, and (ii) the Company may use proceeds of Loans to acquire shares
of Target based on the terms set forth in paragraph 2 of Attachment A.
Very truly yours,
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
as Agent
By: /s/ Kevin McMahon
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Kevin McMahon
Managing Director
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LETTER OF CONFIRMATION
ATTACHMENT A
Amendments to Tender Offer
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1. The Company or its Wholly-Owned Subsidiary may acquire pursuant to the
Tender Offer up to an additional 11.6% of the common stock of Target at
the dollar price for the shares tendered in the Tender Offer set forth
in the first paragraph of the Company's press release issued on
December 28, 1998, a copy of which is attached hereto (the "Press
Release"), thereby increasing its interest in Target to 14.9%. The
acquisition of such shares would not be financed with borrowings under
the Credit Agreement.
2. The Company or its Wholly-Owned Subsidiary may then acquire additional
shares of Target and cause a merger of Target with and into the Company
or its Wholly-Owned Subsidiary. The acquisition of such additional
shares at the dollar price set forth in the Press Release could be
financed with Loans borrowed under the Credit Agreement in accordance
with and subject to the terms and conditions set forth in the Credit
Agreement, notwithstanding that less than 50% of the outstanding
shares of common stock of Target have been tendered in the Tender
Offer.
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MENTOR GRAPHICS OFFERS $14.00 CASH PER SHARE TO BRING
QUICKTURN SHARES OWNED TO 14.9%
--MENTOR SEEKS MERGER AGREEMENT TO ACQUIRE
REMAINING QUICKTURN SHARES--
WILSONVILLE, OREGON, DECEMBER 28, 1998 -- Mentor Graphics Corporation (Nasdaq:
MENT) today increased the offering price in its tender offer for shares of
Quickturn Design Systems, Inc. (Nasdaq: QKTN) to $14.00 cash per share from
$12.125 cash per share, and changed the number of shares being sought to
2,100,000 shares. Those shares, together with the 591,500 shares of Quickturn
stock Mentor already owns, would result in Mentor owning a total of 14.9% of
Quickturn's outstanding stock, the maximum amount that can be acquired without
triggering Quickturn's poison pill.
Mentor said that if more than 2,100,000 shares are validly tendered, Mentor's
purchases pursuant to the tender offer will be made as nearly as practicable
on a pro rata basis.
Mentor plans to seek to negotiate a merger agreement with Quickturn to acquire
the balance of the shares at the same cash price paid in the tender offer. The
amended offer is scheduled to expire at 12:00 midnight, New York City time, on
Monday, January 11, 1999, unless extended. Mentor said it intends to use
available cash and working capital to consummate the offer; Mentor believes
its financing commitments, which remain in place, would allow it to complete
the proposed second-step merger with Quickturn.
Mentor President and Chief Executive Officer Dr. Walden C. Rhines said: "This
offer will allow Mentor to increase its equity interest in Quickturn as the
first step in completing a merger agreement or similar business combination
between Mentor and Quickturn. Mentor's proposed transaction is more compelling
than the proposed Cadence merger, and doesn't suffer from the Cadence deal's
drawbacks.
"Our deal offers all cash, greater certainty as to timing and, importantly, no
antitrust risk. We believe the electronics industry will object strongly to
the proposed Cadence merger because of Cadence's already dominant share of the
EDA market. Even though Mentor has already received antitrust clearance, when
Mentor acquires Quickturn, Mentor currently expects to license the
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combined emulation intellectual property to the other participants in the
sector. Cadence has given no indication that it will license the intellectual
property."
On December 15, 1998, Mentor commenced a new lawsuit against Quickturn, the
Quickturn directors and Cadence in the Delaware Court of Chancery. The suit
alleges that the Quickturn directors again breached their fiduciary duties to
Quickturn's stockholders and seeks to enjoin consummation of the proposed
Cadence merger and to invalidate break-up fees payable to Cadence totaling
$17,575,000.
In the event that Mentor is successful in invalidating all or any portion of
the break-up fee and Mentor can negotiate a merger agreement with Quickturn,
Mentor intends to pay all Quickturn stockholders whose shares are converted in
the merger an amount per share which is equal to the tender offer price, which
is currently $14.00, plus the lesser of (a) $.60 and (b) the quotient of (i)
75% of any portion of the break-up fee which has been invalidated divided by
(ii) the total number of shares outstanding on the date immediately preceding
the date of the closing of the proposed merger.
Mentor said it stands ready to consider increasing its offer price and the
price to be paid per share in a negotiated merger transaction if negotiation
and due diligence demonstrate greater value of Quickturn to Mentor.
The Mentor offer will be subject to proration and satisfaction of certain
conditions. The Mentor offer is not conditioned on the invalidation of any
provision of the Cadence merger agreement. It also is not conditioned on "The
Minimum Condition," "The Section 203 Condition," "The HSR Condition" or "The
Rights Condition" of the original offer.
In order to acquire shares in a timely fashion and announce a proration
number, if any, at the earliest practicable date following completion of the
tender offer, guarantees of delivery of shares will no longer be accepted
pursuant to the offer.
All stockholders who have previously tendered using guarantee of delivery
procedures have either perfected their tender by delivering their shares and
any other required documents or have withdrawn their tenders. Mentor
understands that no shares that have been tendered and not withdrawn remain
subject to guarantee of delivery procedures. As of the close of business on
Thursday,
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December 24, 1998, 6,795,429 shares of Quickturn common stock had been validly
tendered in the Offer, which, together with the 591,500 shares already owned
by Mentor, represents approximately 41 percent of Quickturn's outstanding
common stock (based upon 18,095,580 shares outstanding as of November 30,
1998). The shares tendered represent 38 percent of the outstanding common
stock.
Mentor said the special meeting of Quickturn's stockholders will be held on
Friday, January 8, 1999 to consider Mentor's proposals relating to the removal
of the current Quickturn Board and to replace the Quickturn directors with
five new directors nominated by Mentor. If elected as directors of Quickturn,
Mentor would encourage the nominees to, subject to their fiduciary duties as
directors under applicable law and in accordance with Quickturn's rights and
obligations under the merger agreement with Cadence, seek to auction Quickturn
to the highest bidder. Mentor would also encourage the nominees, subject to
their fiduciary duties as directors of Quickturn under applicable law and in
accordance with Quickturn's rights and obligations under the merger agreement
with Cadence, to allow any bidder, including Mentor, promptly to conduct a due
diligence review of Quickturn and seek to execute a merger agreement with the
highest bidder. Mentor anticipates that any such merger agreement could be
executed within 30 days of the nominees being elected as directors of
Quickturn. The record date for stockholders to vote at the special meeting is
November 10, 1998.
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.
Contacts: Anne M. Wagner/Ry Schwark Todd Fogarty/Jason Lynch
Mentor Graphics Corporation Kekst and Company
503/685-1462 212/521-4800
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