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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 19)
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Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
QUICKTURN DESIGN SYSTEMS, INC.
(Name of Subject Company)
QUICKTURN DESIGN SYSTEMS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
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74838E102
(CUSIP Number of Class of Securities)
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KEITH R. LOBO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
QUICKTURN DESIGN SYSTEMS, INC.
55 W. TRIMBLE ROAD
SAN JOSE, CALIFORNIA 95131
(408) 914-6000
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of person(s) filing statement)
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COPY TO:
LARRY W. SONSINI, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") originally filed on August 24, 1998, by Quickturn Design Systems,
Inc., a Delaware corporation (the "Company" or "Quickturn"), relates to an
offer by MGZ Corp., a Delaware corporation ("MGZ") and a wholly owned
subsidiary of Mentor Graphics Corporation, an Oregon corporation ("Mentor"),
to purchase all of the outstanding shares of the common stock, par value $.001
per share (including the associated preferred stock purchase rights), of the
Company. All capitalized terms used herein without definition have the
respective meanings set forth in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The response to Item 8 is hereby amended by adding the following to the end
of the section entitled "Proxy Solicitation":
On November 5, 1998, the Company issued a press release confirming the Board
of Director's ongoing opposition to the solicitation by Mentor and MGZ. A copy
of the press release is filed as Exhibit 48 hereto and is incorporated herein
by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 9 is hereby amended by the addition of the following
new exhibit:
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Exhibit 48 Press Release of the Company dated November 5, 1998.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 5, 1998 QUICKTURN DESIGN SYSTEMS, INC.
By: /s/ Keith R. Lobo
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Keith R. Lobo
President and Chief Executive
Officer
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EXHIBIT 99.48
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Joan Powell Pauline Yoshihashi
Director, Marketing Communications (213) 630-6550
(408) 914-6701 Matt Sherman
[email protected] (212) 371-5999
FOR IMMEDIATE RELEASE
QUICKTURN URGES STOCKHOLDERS NOT TO SUPPORT MENTORS GRAPHIC'S INADEQUATE BID
MENTOR ADVISOR VALUED QUICKTURN AT MORE THAN $600 MILLION OR MORE THAN
$30 PER SHARE
SAN JOSE, CALIF. (NOVEMBER 5, 1998) -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) announced today that it has mailed a letter to Quickturn stockholders from
Keith R. Lobo, president and chief executive officer of Quickturn, on behalf of
the Quickturn Board of Directors. The Quickturn Board strongly urges
stockholders not to support Mentor Graphics Corporation's (Nasdaq: MENT) attempt
to take over Quickturn at what the Board believes is an opportunistic,
inadequate price. The complete text of the letter follows:
"November 4, 1998
Dear Fellow Quickturn Stockholder:
MENTOR IS TRYING TO BUY QUICKTURN ON THE CHEAP
--AND MENTOR KNOWS IT!
We believe Mentor Graphics recognizes how well-positioned Quickturn is for
future growth, and that is exactly why Mentor has made a hostile bid for your
Company. However, MENTOR'S DESIRE TO BUY QUICKTURN AT A "BARGAIN PRICE" SHOULD
NOT COME AT THE EXPENSE OF YOU, QUICKTURN'S STOCKHOLDERS. Mentor has been urging
you and other stockholders to tender your shares into an offer that your Board
of Directors has determined is INADEQUATE AND NOT REFLECTIVE OF THE INHERENT
VALUE OF YOUR COMPANY.
Your Board considered, among other things, the historical trading prices of
Quickturn's common stock, including the fact that MENTOR'S OFFER IS MORE THAN
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25% BELOW THE STOCK'S HIGHEST CLOSING PRICE OVER THE LAST YEAR, and less than 4%
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above its average closing price during the same period.
HERE'S WHAT MENTOR DOESN'T WANT YOU TO KNOW...
What Mentor does not want you to know--and has fought in court/1/ to keep you
from hearing--is that ONE OF MENTOR'S OWN ADVISORS DETERMINED THAT QUICKTURN'S
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VALUE IS WELL IN EXCESS OF MENTOR'S CURRENT OFFER.
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The highly respected consulting firm, Arthur Andersen, in a confidential
report dated October 1997, said MENTOR'S PURCHASE OF QUICKTURN WOULD CREATE
INCREMENTAL VALUE TO MENTOR OF $610 MILLION TO $640 MILLION--THAT'S NEARLY THREE
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TIMES THE AMOUNT MENTOR IS CURRENTLY OFFERING FOR YOUR COMPANY.
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WHOSE INTERESTS WILL MENTOR'S NOMINEES REPRESENT?
One of Mentor's own advisors believed Quickturn's value to be substantially
higher than the $12.125 per share offer currently on the table. Now Mentor is
attempting to seek your vote at a special stockholders meeting to gain control
of Quickturn by taking over your Board. Mentor is asking Quickturn stockholders
to remove your current Board of Directors--who were elected by you, as Quickturn
stockholders, in April of this year--and to replace them with Mentor's
handpicked slate of director nominees. Once in control, Mentor has said its
nominees intend to take all actions necessary to accept Mentor's bargain offer.
Mentor also is trying to induce you to vote for three self-serving proposals
submitted by Mentor. WE BELIEVE MENTOR'S NOMINEES WILL NOT REPRESENT THE BEST
INTERESTS OF QUICKTURN'S STOCKHOLDERS.
YOUR BOARD CONTINUES TO CHALLENGE THE VALIDITY AND LEGALITY OF MENTOR'S
ATTEMPT TO CALL THE SPECIAL MEETING, and the ability to set the meeting and
record date of that special meeting. Subject to the resolution of litigation
between Quickturn and Mentor regarding these issues, QUICKTURN'S BOARD HAS SET
FRIDAY, JANUARY 8, 1999 AS THE DATE FOR THE SPECIAL STOCKHOLDER MEETING, in
accordance with Quickturn's bylaws.
WE STRONGLY URGE YOU NOT TO VOTE THE MENTOR GOLD PROXY CARD AND NOT TO TENDER
YOUR SHARES TO THE INADEQUATE MENTOR OFFER.
THE QUICKTURN BOARD HAS BEEN WORKING HARD ON BEHALF OF THE COMPANY AND ITS
STOCKHOLDERS. Your Board's rejection of Mentor's offer affirms its continued
confidence in Quickturn's future and its determination that stockholders should
be given every opportunity to participate fully in that future.
PARTICIPATE IN QUICKTURN'S BRIGHT FUTURE
VOTE THE BLUE PROXY CARD AGAINST THE MENTOR PROPOSALS
Your Board urges you to vote the enclosed BLUE proxy card today!
On Behalf of the Board of Directors,
/s/ Keith R. Lobo
Keith R. Lobo
Chief Executive Officer and President
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1 As part of the ongoing litigation between Mentor Graphics Corporation and
Quickturn Design Systems, Mentor sought to block Quickturn from deposing
Arthur Andersen and sought to prevent the introduction of the Arthur
Andersen report at trial."
Quickturn Design Systems, Inc. is the leading provider of verification products
and time-to-market engineering (TtME(TM)) services for the design of complex ICs
and electronic systems. The company's products are used worldwide by developers
of high-performance computing, multimedia, graphics and communications systems.
Quickturn is headquartered at 55 W. Trimble Road, San Jose, CA 95131-1013;
Telephone: 408/914-6000. For more information, visit the Quickturn Web site at
www.quickturn.com or send e-mail to [email protected].
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