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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 37--FINAL AMENDMENT
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. 135 COMMONWEALTH DRIVE
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, for a purchase price of $15 per share, net to
the seller in cash, without interest thereon, as set forth in this Amendment No.
37 (the Final Amendment). 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 10. ADDITIONAL INFORMATION.
Item 10(f) of the Statement is hereby amended and supplemented by the
following:
1. On January 8, 1999, Parent issued a press release announcing that
effective January 8, 1999 it is terminating the Offer, proxy solicitation and
its proposal to acquire the Company. No shares were accepted for payment or paid
for pursuant to the Offer and all Shares previously tendered will be returned by
the Depositary. A copy of the press release is attached hereto as Exhibit
(a)(66) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(66) -- Press Release dated January 8, 1999.
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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 8, 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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MENTOR GRAPHICS TERMINATES OFFER FOR QUICKTURN
WILSONVILLE, OR, JANUARY 8, 1999 -- Mentor Graphics Corporation (Nasdaq:
MENT) announced that effective today it is terminating its tender offer,
proxy solicitation and its proposal to acquire Quickturn Design Systems, Inc.
(Nasdaq: QKTN), and is withdrawing its call for the special meeting which had
been scheduled for today.
Dr. Walden C. Rhines, President and CEO of Mentor Graphics, said: "It is
clear that in any further bidding for Quickturn, Mentor faced significant
barriers and therefore we determined that continued participation would not
be in our shareholders' best interests. We congratulate Jack Harding and the
Cadence team, and we look forward to competing with Cadence in the EDA
marketplace as we have for many years. Mentor believes that emulation should
be an important verification tool for designers if innovative emulation
systems are made available to them.
"I particularly want to thank the many people who worked so hard to try to
make this acquisition happen. They can feel justly proud that the EDA
industry will be a better, more productive one. In particular, I want to
thank the employees of Mentor Graphics who, despite all the distractions of
this activity, kept their eye on the ball and turned in all-time record
performance for Mentor in the fourth quarter of 1998. It's likely that they
have taken Mentor to the #1 spot among the EDA majors, in terms of the
all-important measure: product growth rate. My thanks to our customers and,
again, to all of our Mentor associates," concluded Dr. Rhines.
Mentor Graphics Corporation 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. Established in
1981, the company reported revenues over the last 12 months of $468 million
and employs approximately 2,500 people worldwide. Company headquarters are
located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777. World
Wide Web site: http://www.mentor.com.
Certain statements contained in this press release 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 expressed or implied by
such forward-looking statements.
Contacts: Anne M. Wagner/Ry Schwark Todd Fogarty/Roy Winnick
Mentor Graphics Corporation Kekst and Company
503/685-1462 212/521-4800
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