| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| _______________ | |
| SCHEDULE 13D/A | |
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 5)* | |
Mentor Graphics Corporation | |
| (Name of Issuer) | |
Common Stock, without par value | |
| (Title of Class of Securities) | |
587200106 | |
| (CUSIP Number) | |
| Casablanca Capital LLC | |
| 450 Park Avenue, Suite 1403 | |
| New York, NY 10022 | |
| Attn: Douglas Taylor | |
| (212) 759-5626 | |
| with a copy to: | |
| David E. Rosewater | |
| Schulte Roth & Zabel LLP | |
| 919 Third Avenue | |
| New York, New York 10022 | |
| (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
March 31, 2011 | |
| (Date of Event which Requires | |
| Filing of this Schedule) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
--------------------------
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 587200106 | SCHEDULE 13D/A | Page 2 of 13 Pages |
| 1 | NAME OF REPORTING PERSON Casablanca Special Opportunities Fund I, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 573,683 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 573,683 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 573,683 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.5% | |||
| 14 | TYPE OF REPORTING PERSON* OO | |||
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 3 of 13 Pages |
| 1 | NAME OF REPORTING PERSON Casablanca Capital I LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 573,683 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 573,683 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 573,683 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.5% | |||
| 14 | TYPE OF REPORTING PERSON* IA, OO | |||
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 4 of 13 Pages |
| 1 | NAME OF REPORTING PERSON Casablanca Capital LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* OO, AF (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 746,352 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 746,352 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 746,352 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.7% | |||
| 14 | TYPE OF REPORTING PERSON* IA, OO | |||
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 5 of 13 Pages |
| 1 | NAME OF REPORTING PERSON Donald G. Drapkin | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* PF, OO, AF (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,410 | ||
| 8 | SHARED VOTING POWER 746,352 | |||
| 9 | SOLE DISPOSITIVE POWER 25,410 | |||
| 10 | SHARED DISPOSITIVE POWER 746,352 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 771,762 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.7% | |||
| 14 | TYPE OF REPORTING PERSON* IN | |||
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 6 of 13 Pages |
| 1 | NAME OF REPORTING PERSON Douglas Taylor | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* OO and AF (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 746,352 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 746,352 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 746,352 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.7% | |||
| 14 | TYPE OF REPORTING PERSON* IN | |||
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 7 of 13 Pages |
| 1 | NAME OF REPORTING PERSON Francisco D'Agostino | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* OO, AF (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Spain | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 782,652 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 782,652 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 782,652 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.7% | |||
| 14 | TYPE OF REPORTING PERSON* IN | |||
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 8 of 13 Pages |
| 1 | NAME OF REPORTING PERSON Element Multi Strategy Fund Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 36,300 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 36,300 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 36,300 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.0% | |||
| 14 | TYPE OF REPORTING PERSON* CO | |||
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 9 of 13 Pages |
| 1 | NAME OF REPORTING PERSON Element Capital Advisors Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 36,300 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 36,300 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 36,300 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.0% | |||
| 14 | TYPE OF REPORTING PERSON* IA, CO | |||
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 10 of 13 Pages |
| 1 | NAME OF REPORTING PERSON Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Alberta, Canada | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 5,205,282 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 5,205,282 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,205,282 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 4.7% | |||
| 14 | TYPE OF REPORTING PERSON* IA, OO | |||
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 11 of 13 Pages |
This Amendment No. 5 to Schedule 13D amends and supplements the Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission on February 3, 2011, Amendment No. 1 filed with the Securities and Exchange Commission on February 8, 2011 ("Amendment 1"), Amendment No. 2 filed with the Securities and Exchange Commission on February 14, 2011 ("Amendment 2"), Amendment No. 3 filed with the Securities and Exchange Commission on March 10, 2011 ("Amendment 3") and Amendment No. 4 filed with the Securities and Exchange Commission on March 14, 2011 ("Amendment 4", and together with the Original Schedule 13D, Amendment 1, Amendment 2, Amendment 3 and this Amendment No. 5, the "Schedule 13D"), with respect to the common shares (the "Shares"), without par value per share, of Mentor Graphics Corporation. Except as set forth herein the Schedule 13D is unmodified.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is amended and supplemented to add the following information for updating as of the date hereof:
On March 31, 2011, Casablanca sent the Issuer a letter (the "March 31 Letter"), objecting to the Issuer's board of director's rejection, out of hand, of a $17 per share offer for the Issuer and its commencement of a private placement of $220 million in aggregate principal amount of the Issuer's Convertible Subordinated Debentures due 2031. A copy of the March 31 Letter is filed as Exhibit 11 to the Schedule 13D and is incorporated herein by reference.
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Exhibit | Description |
| 1 | Joint Filing Agreement. (Previously Filed) |
| 2 | Form of Casablanca Investment Advisory Agreements with clients with respect to the securities of the Issuer. (Previously Filed) |
| 3 | Investment Advisory Agreement, dated November 9, 2010, between AIMCo and Casablanca. (Previously Filed) |
| 4 | Letter dated February 7, 2011 from Casablanca Capital LLC to board of directors of Mentor Graphics Corporation. (Previously Filed) |
| 5 | Notice dated February 11, 2011 from Casablanca Special Opportunities Fund I, LLC to board of directors of Mentor Graphics Corporation. (Previously Filed) |
| 6 | The Amended and Restated Operating Agreement of Casablanca Special Opportunities Fund I, LLC dated October 19, 2010. (Previously Filed) |
| 7 | Nominee Agreement with Donald G. Drapkin. (Previously Filed) |
| 8 | Nominee Agreement with Arthur Becker. (Previously Filed) |
| 9 | Nominee Agreement with Michael Barr. (Previously Filed) |
| 10 | Letter dated March 14, 2011, from Casablanca Special Opportunities Fund I, LLC to Mentor Graphics Corporation. (Previously filed) |
| 11 | Letter dated March 31, 2011, from Casablanca Capital LLC to Mentor Graphics Corporation. |
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 12 of 13 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: April 1, 2011
| Casablanca Special Opportunities Fund I, LLC | ||
| By: | Casablanca Capital LLC, its Investment Manager | |
| By: | /s/ Douglas Taylor | |
| Name: | Douglas Taylor | |
| Title: | Chief Executive Officer | |
| Casablanca Capital I LLC | ||
| By: | /s/ Douglas Taylor | |
| Name: | Douglas Taylor | |
| Title: | Chief Executive Officer | |
| Casablanca Capital LLC | ||
| By: | /s/ Douglas Taylor | |
| Name: | Douglas Taylor | |
| Title: | Chief Executive Officer | |
| /s/ Donald G. Drapkin | ||
| Donald G. Drapkin | ||
| /s/ Douglas Taylor | ||
| Douglas Taylor | ||
| /s/ Francisco D'Agostino | ||
| Francisco D'Agostino | ||
CUSIP No. 62856H107 | SCHEDULE 13D/A | Page 13 of 13 Pages |
| Element Multi Strategy Fund Ltd. | ||
| By: | /s/ Francisco D'Agostino | |
| Name: | Francisco D'Agostino | |
| Title: | Director | |
| Element Capital Advisors Ltd. | ||
| By: | /s/ Francisco D'Agostino | |
| Name: | Francisco D'Agostino | |
| Title: | Director | |
| Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation | ||
| By: | /s/ Brian Gibson | |
| Name: | Brian Gibson | |
| Title: | Senior Vice President, | |
| Public Equities | ||