- Amended Statement of Beneficial Ownership (SC 13D/A)
15 3월 2011 - 2:09AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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(Rule 13d-101)
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(Amendment No. 4)*
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Mentor Graphics Corporation
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(Name of Issuer)
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Common Stock, without par value
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(Title of Class of Securities)
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(CUSIP Number)
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Casablanca Capital LLC
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450 Park Avenue, Suite 1403
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New York, NY 10022
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Attn: Douglas Taylor
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(212) 759-5626
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with a copy to:
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David E. Rosewater
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Schulte Roth & Zabel LLP
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919 Third Avenue
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New York, New York 10022
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(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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(Date of Event which Requires
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Filing of this Schedule)
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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
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SCHEDULE 13D/A
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Page
2
of 13 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Casablanca Special Opportunities Fund I, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
573,683
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
573,683
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
573,683
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.5%
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14
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 587200106
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SCHEDULE 13D/A
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Page 3
of 13 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Casablanca Capital I LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
573,683
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
573,683
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
573,683
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.5%
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14
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TYPE OF REPORTING PERSON*
IA, OO
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CUSIP No. 587200106
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SCHEDULE 13D/A
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Page
4
of 13 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Casablanca Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO, AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
746,352
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
746,352
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
746,352
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
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14
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TYPE OF REPORTING PERSON*
IA, OO
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CUSIP No. 587200106
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SCHEDULE 13D/A
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Page 5
of 13 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Donald G. Drapkin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF, OO, AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
25,410
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8
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SHARED VOTING POWER
746,352
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9
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SOLE DISPOSITIVE POWER
25,410
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10
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SHARED DISPOSITIVE POWER
746,352
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
771,762
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
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14
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 587200106
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SCHEDULE 13D/A
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Page 6
of 13 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Douglas Taylor
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO and AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
746,352
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
746,352
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
746,352
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
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14
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 587200106
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SCHEDULE 13D/A
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Page 7
of 13 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Francisco D'Agostino
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO, AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
782,652
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
782,652
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
782,652
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
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14
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 587200106
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SCHEDULE 13D/A
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Page 8
of 13 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Element Multi Strategy Fund Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
36,300
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
36,300
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
36,300
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%
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14
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TYPE OF REPORTING PERSON*
CO
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CUSIP No. 587200106
|
SCHEDULE 13D/A
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Page 9
of 13 Pages
|
1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Element Capital Advisors Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
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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
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TYPE OF REPORTING PERSON*
IA, CO
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CUSIP No. 587200106
|
SCHEDULE 13D/A
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Page 10
of 13 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
5,205,282
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
5,205,282
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,205,282
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
4.7%
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14
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TYPE OF REPORTING PERSON*
IA, OO
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CUSIP No. 587200106
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SCHEDULE 13D/A
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Page 11
of 13 Pages
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This Amendment No. 4 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
") and Amendment No. 3 filed with the Securities and Exchange Commission on March 10, 2011 ("
Amendment 3
", and together with the Original Schedule 13D, Amendment 1, Amendment 2 and this Amendment No. 4, 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.
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PURPOSE OF TRANSACTION.
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Item 4 of the Schedule 13D is amended and supplemented to add the following information for updating as of the date hereof:
On March 14, 2011, Casablanca Fund sent the Issuer a letter (the "
Withdrawal Notice
"), notifying the Issuer that Casablanca Fund no longer intends to nominate persons for election to the Issuer's board of directors at the Annual Meeting and that it was withdrawing the notice of intent to nominate directors at the Annual Meeting submitted on February 11, 2011. A copy of the Withdrawal Notice is filed as Exhibit 10 to the Schedule 13D and is incorporated herein by reference.
Item 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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1
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Joint Filing Agreement. (Previously Filed)
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2
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Form of Casablanca Investment Advisory Agreements with clients with respect to the securities of the Issuer. (Previously Filed)
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3
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Investment Advisory Agreement, dated November 9, 2010, between AIMCo and Casablanca. (Previously Filed)
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4
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Letter dated February 7, 2011 from Casablanca Capital LLC to board of directors of Mentor Graphics Corporation. (Previously Filed)
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5
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Notice dated February 11, 2011 from Casablanca Special Opportunities Fund I, LLC to board of directors of Mentor Graphics Corporation. (Previously Filed)
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6
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The Amended and Restated Operating Agreement of Casablanca Special Opportunities Fund I, LLC dated October 19, 2010. (Previously Filed)
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7
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Nominee Agreement with Donald G. Drapkin. (Previously Filed)
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8
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Nominee Agreement with Arthur Becker. (Previously Filed)
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9
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Nominee Agreement with Michael Barr. (Previously Filed)
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10
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Letter dated March 14, 2011, from Casablanca Special Opportunities Fund I, LLC to Mentor Graphics Corporation.
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CUSIP No. 587200106
|
SCHEDULE 13D/A
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Page 12
of 13 Pages
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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.
Dated: March 14, 2011
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Casablanca Special Opportunities Fund I, LLC
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By:
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Casablanca Capital LLC, its Investment Manager
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By:
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/s/ Douglas Taylor
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Name:
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Douglas Taylor
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Title:
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Chief Executive Officer
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Casablanca Capital I LLC
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By:
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/s/ Douglas Taylor
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Name:
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Douglas Taylor
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Title:
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Chief Executive Officer
|
|
|
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Casablanca Capital LLC
|
|
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By:
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/s/ Douglas Taylor
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Name:
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Douglas Taylor
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Title:
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Chief Executive Officer
|
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/s/ Donald G. Drapkin
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Donald G. Drapkin
|
|
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/s/ Douglas Taylor
|
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Douglas Taylor
|
|
|
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/s/ Francisco D'Agostino
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Francisco D'Agostino
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CUSIP No. 587200106
|
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.
|
|
|
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By:
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/s/ Francisco D'Agostino
|
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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
|
Mentor Graphics Corp. (NASDAQ:MENT)
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