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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 18)
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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 4, 1998, the Company sent a letter to its stockholders in
opposition to the solicitation by Mentor and MGZ. A copy of this letter is
included as Exhibit 47 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 47 Letter to the Company's stockholders dated November 4, 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.
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Dated: November 4, 1998 QUICKTURN DESIGN SYSTEMS, INC.
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By:/s/ Keith R. Lobo
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Keith R. Lobo
President and Chief Executive
Officer
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EXHIBIT 99.47
[LOGO OF QUICKTURN]
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
25% BELOW THE STOCK'S HIGHEST CLOSING PRICE OVER THE LAST YEAR, and less than
4% 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 VALUE IS WELL IN EXCESS OF MENTOR'S CURRENT OFFER.
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 TIMES THE AMOUNT MENTOR IS CURRENTLY OFFERING FOR YOUR COMPANY.
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.
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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.
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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
IMPORTANT
1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD. PLEASE VOTE EACH
BLUE PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT IN WHICH YOU OWN SHARES
MUST BE VOTED SEPARATELY. ONLY YOUR LATEST DATED PROXY CARD COUNTS.
2. WE URGE YOU NOT TO RETURN ANY GOLD PROXY CARD SENT TO YOU BY MENTOR.
3. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,
PLEASE DIRECT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT TO VOTE THE BLUE
PROXY CARD AS RECOMMENDED BY THE BOARD OF DIRECTORS.
IF YOU HAVE ANY QUESTIONS on how to vote your shares, please call our proxy
solicitor:
Morrow & Co., Inc. at (800) 662-5200.
