SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 __________________ SCHEDULE 14D-9 (AMENDMENT NO. 1) Solicitation/Recommendation Statement Pursuant to SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 QUICKTURN DESIGN SYSTEMS, INC. (Name of Subject Company) CADENCE 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) 74838E102 (CUSIP Number of Class of Securities) R.L. SMITH MCKEITHEN SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY CADENCE DESIGN SYSTEMS, INC. 2655 SEELY AVENUE BUILDING 5 SAN JOSE, CALIFORNIA 95134 (408) 943-1234 (Name, address and telephone number of person authorized to receive notice and communications on behalf of person(s) filing statement) COPY TO: KENNETH R. LAMB, ESQ. GREGORY J. CONKLIN, ESQ. GIBSON, DUNN & CRUTCHER LLP ONE MONTGOMERY STREET TELESIS TOWER SAN FRANCISCO, CALIFORNIA 94104 (415) 393-8200 INTRODUCTION The Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D- 9") originally filed on January 7, 1999, by Cadence Design Systems, Inc., a Delaware corporation ("Cadence"), relates to an offer by Mentor Graphics Corporation, an Oregon corporation ("Mentor") and MGZ Corp., a Delaware corporation and a wholly-owned subsidiary of Mentor, to purchase the outstanding shares of the common stock, par value $.001 per share (including the associated preferred stock purchase rights) of Quickturn Design Systems, Inc., a Delaware corporation ("Quickturn"). All capitalized terms used herein without definition have the respective meanings set forth in the Schedule 14D-9. ITEM 2. TENDER OFFER OF THE BIDDER Item 2(b) is hereby amended by adding the following paragraph at the end of Item 2(b): On January 8, 1999, Mentor announced that it had withdrawn its call for a special meeting of Quickturn stockholders and terminated the Mentor Offer, its proxy solicitation and its proposal to acquire Quickturn. In addition, on January 11, 1999, Cadence and Quickturn issued the attached joint press release. ITEM 9. MATERIALS TO BE FILED AS EXHIBITS Exhibit 11 Joint Press Release of Cadence and Quickturn, dated January 11, 1999. 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: January 12, 1999 CADENCE DESIGN SYSTEMS, INC. By: /s/ R.L. Smith McKeithen ------------------------------------------ R.L. Smith McKeithen Senior Vice President, General Counsel and Secretary