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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 27)
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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 December 15, 1998, the Company issued a press release reiterating its
commitment to the merger of the Company with a wholly-owned subsidiary of
Cadence Design Systems, Inc. A copy of the press release is filed as Exhibit
58 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 58 Press Release of the Company dated December 15, 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: December 15, 1998 QUICKTURN DESIGN SYSTEMS, INC.
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/s/ Keith R. Lobo
By: _________________________________
Keith R. Lobo
President and Chief Executive
Officer
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EXHIBIT 99.58
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Ray Ostby Pauline Yoshihashi
(408) 914-6000 (213) 630-6550
Matt Sherman
(212) 371-5999
FOR IMMEDIATE RELEASE
QUICKTURN COMMITTED TO STRATEGIC MERGER WITH CADENCE
SAN JOSE, Calif. December 15, 1998 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) today responded to Mentor Graphic's latest maneuver in its desperate
attempt to try to acquire Quickturn through a hostile takeover. Quickturn
reiterated its commitment to its merger with Cadence Design Systems, Inc. (NYSE:
CDN).
Keith R. Lobo, president and chief executive officer of Quickturn,
said, "We are confident that our strategic merger with Cadence is in the best
interest of Quickturn and its stockholders. Our combination with Cadence
enables Quickturn stockholders to continue to participate in Quickturn's
future growth and to enjoy the added benefits of Cadence's proven business
strategy, strong balance sheet and excellent track record in acquiring and
integrating companies.
Mentor's obtaining ownership of Quickturn's patents was the primary
motivation for its unsolicited takeover attempt. Now that Quickturn has agreed
to a strategic merger with Cadence at a superior value for Quickturn's
stockholders, Mentor is making a last ditch effort.
On December 8, 1998, the Quickturn board of directors unanimously
approved a definitive merger agreement with Cadence under which Cadence will
acquire Quickturn in a tax-free, stock-for-stock transaction with an aggregate
purchase price of $253 million. Upon closing of the merger, each shareholder of
Quickturn will receive Cadence common stock with a value of $14 per share. As a
result of the merger, Quickturn will become a wholly-owned subsidiary of
Cadence.
Quickturn Design Systems, Inc. is a leading provider of verification
hardware 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 in San Jose, Calif. For more
information, visit the Quickturn Web site at http://www.quickturn.com or send e-
mail to [email protected].
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