SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to 240.14a-12
Mentor Graphics Corporation
(Name of Registrant as Specified In Its Charter)
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II LP
Icahn Partners Master Fund III LP
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Icahn Onshore LP
Icahn Offshore LP
Icahn Capital L.P.
IPH GP LLC
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Beckton Corp.
Carl C. Icahn
Brett Icahn
David Schechter
Gary Meyers
Jose Maria Alapont
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
On March 31, 2011, Carl C. Icahn and affiliated entities filed an amendment to
their Schedule 13D relating to Mentor Graphics Corporation, a copy of which is
filed herewith as Exhibit 1.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION FOR USE AT ITS 2011 ANNUAL
MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION AND WILL ALSO BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A
FILED BY CARL C. ICAHN AND HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 17, 2011.
EXHIBIT 1
Amendment No. 15 to Schedule 13D
[see attached]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
Mentor Graphics Corporation
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
587200106
(CUSIP Number)
Marc Weitzen
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2011
(Date of Event which Requires Filing of this Statement)
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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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.
*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).
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on May
27, 2010 (the "Initial 13D"), by the Reporting Persons with respect to the
shares of Common Stock, without par value (the "Shares"), issued by Mentor
Graphics Corporation (the "Issuer"), is hereby amended to furnish the additional
information set forth herein. All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Initial
13D.
Item 4. Purpose of Transaction.
Item 4 of the Initial 13D is hereby amended to add the following:
On March 31, 2011, Carl C. Icahn delivered a letter to the board of
directors of the Issuer, a copy of which is filed herewith as an exhibit and
incorporated herein by reference.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION FOR USE AT ITS 2011 ANNUAL
MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION AND WILL ALSO BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
The information set forth above in Item 4 is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits
1. Letter dated March 31, 2011, from Carl C. Icahn to the board of
directors of the Issuer.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: March 31, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Schedule 13D - Mentor Graphics Corporation]
EXHIBIT A
---------
FOR IMMEDIATE RELEASE
ICAHN COMMENTS ON MENTOR GRAPHICS
New York, New York, March 31, 2011
Contact: Susan Gordon (212) 702-4309
Carl C. Icahn announced today that the following letter has been delivered to
the board of directors of Mentor Graphics Corporation:
CARL C. ICAHN
767 Fifth Avenue, 47th Floor
New York, New York 10153
March 31, 2011
VIA FEDERAL EXPRESS AND EMAIL
-----------------------------
Board of Directors
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777
Gentlemen and Ladies:
Your basis for rejecting our offer to acquire Mentor Graphics was that it
"undervalues the company and its future prospects." Yet, one day later, you
announced the issuance of convertible notes, but maintained sub rosa the fact
that it may be massively dilutive to shareholders if the company is sold. We are
confident that when you disclose all of the terms of the notes the shareholders
will see and understand the cynical nature of your acts.
In your press release, you claim "the high level of institutional investor
interest in our new convertible debt offering resulted in attractive terms for
the company and demonstrated strong investor support for Mentor's business
strategy and long-term prospects" but you failed to mention the poisonous
"make-whole" provision of this offer. The effect of this make-whole provision is
that, in the event of a sale of the company during the no-call period, the
conversion price of this debt may decrease dramatically from $20.54. Depending
on time and price, it could fall close to where the company's stock was trading
when you announced this absurd offering. In our opinion, this is a blatant
attempt to derail an acquisition proposal. Perhaps this "high level of
institutional investor interest" is motivated by the fact that they could be
effectively purchasing stock for almost as low as the current market price (to
the extent the company is sold) with the downside protection of a debt
instrument.
We ask that the company immediately make public all of the terms of the
deal so that shareholders can evaluate what you have done. We would be
especially interested to know what will happen if the company is sold over the
next few years. Since we strongly believe the company should be sold, it appears
to us that you may have in effect just sold a significant number of shares at a
price well below our $17 per share offer, which you told shareholders
"undervalues the company and its future prospects."
Your shareholders are not irrelevant and will not be fooled. There was no
need to issue convertible securities and there were clear alternatives. Even
though you gave your shareholders just one day to react before you priced the
deal, we offered the company a loan with no conversion features and no change of
control penalties and even offered to serve as a stalking horse (with no fees)
to allow you to seek superior offers. Based upon your earnings guidance, you
should have been able to repay our proposed loan during its term, effectively
leaving the company debt free. Instead, you ignored our offer and issued a
dilutive security which may serve to further entrench and perpetuate your
existence on this Board.
It seems that we have been justified in our concern that this Board is willing
to engage in inappropriate defensive transactions in an attempt to thwart a sale
of the company. Perhaps we should have sought to replace all of you.
Very truly yours,
Carl C. Icahn
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION FOR USE AT ITS 2011 ANNUAL
MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION AND WILL ALSO BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A
FILED BY CARL C. ICAHN AND HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 17, 2011.