0000902664-11-000644.txt : 20110310 0000902664-11-000644.hdr.sgml : 20110310 20110310084639 ACCESSION NUMBER: 0000902664-11-000644 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110310 DATE AS OF CHANGE: 20110310 GROUP MEMBERS: ALBERTA INVESTMENT MANAGEMENT CORPORATION GROUP MEMBERS: CASABLANCA CAPITAL I LLC GROUP MEMBERS: CASABLANCA CAPITAL LLC GROUP MEMBERS: CASABLANCA SPECIAL OPPORTUNITIES FUND I, LLC GROUP MEMBERS: DONALD G. DRAPKIN GROUP MEMBERS: DOUGLAS TAYLOR GROUP MEMBERS: ELEMENT CAPITAL ADVISORS LTD. GROUP MEMBERS: ELEMENT MULTI STRATEGY FUND LTD. GROUP MEMBERS: FRANCISCO D'AGOSTINO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38367 FILM NUMBER: 11676813 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASABLANCA CAPITAL LLC CENTRAL INDEX KEY: 0001511181 IRS NUMBER: 271928183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 1403 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 759 5626 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 1403 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p11-0764sc13da.htm MENTOR GRAPHICS CORPORATION p11-0764sc13da.htm
 
SECURITIES AND EXCHANGE COMMISSION
  
Washington, D.C. 20549
  
   
SCHEDULE 13D/A
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)*
 
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 9, 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 PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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 ITEM 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.  587200106
 
SCHEDULE 13D/A
Page 3 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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 ITEM 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.  587200106
 
SCHEDULE 13D/A
Page 4 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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 ITEM 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.  587200106
 
SCHEDULE 13D/A
Page 5 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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 ITEM 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.  587200106
 
SCHEDULE 13D/A
Page 6 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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 ITEM 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 No587200106
 
SCHEDULE 13D/A
Page 7 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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 ITEM 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.  587200106
 
SCHEDULE 13D/A
Page 8 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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 ITEM 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 No587200106
 
SCHEDULE 13D/A
Page 9 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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 ITEM 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.  587200106
 
SCHEDULE 13D/A
Page 10 of 13 Pages



1
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
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 ITEM 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.  587200106
 
SCHEDULE 13D/A
Page 11 of 13 Pages


 
This Amendment No. 3 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") and Amendment No. 2 filed with the Securities and Exchange Commission on February 14, 2011 (“Amendment 2”, and together with the Original Schedule 13D, Amendment 1 and this Amendment No. 3, 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:

As previously disclosed, on February 11, 2011, the Reporting Persons delivered a letter to the Issuer notifying it that the Reporting Persons  intend  to  appear  at  the  2011  annual  meeting  of  the  Issuer's shareholders  to nominate and seek to elect certain persons to the Issuer’s board of directors (the “Board”).  The Reporting Persons believe that the Issuer needs new directors with the experience and capabilities to maximize value for all shareholders due to the Issuer’s questionable corporate governance and inefficient business practices and operations, which have reduced shareholder confidence in the management and the Board and eroded shareholder value.

On February 11, 2011, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn  Partners Master Fund II LP, Icahn Partners Master Fund III LP, and High River Limited Partnership (the “Icahn Parties”) also delivered a letter (the “Icahn Letter”) to the Issuer notifying it that, amongst other things, the Icahn Parties intend  to  appear  at  the  2011  annual  meeting  of  the  Issuer's shareholders,  in  person or by proxy, to nominate and seek to elect certain persons (the “Icahn Nominees”) to the Issuer’s Board. Subsequently, on February 22, 2011, the Icahn Parties made an offer to acquire the Issuer for $17 per share in cash.

The Reporting Persons have reviewed the information and proposals contained in the Icahn Letter and other documents the Icahn Parties have filed with the SEC and support the position that the Board should explore a sale of the Issuer as a means of maximizing value for all shareholders and that the Issuer would benefit from having independent, new directors on the Board who will act in the best interests of all shareholders in conducting this process.  The Reporting Persons also believe that to avoid shareholder confusion that could arise from multiple nominations, and to create the most efficient process for electing nominees to the Board, it is in the best interests of all shareholders that only one group of shareholders nominate a competing slate of nominees for election to the Board.

In light of the reported qualifications of the Icahn Nominees, and the Icahn Parties’ ownership position and proposals, the Reporting Persons no longer intend to nominate candidates for the Board at the Issuer’s upcoming Annual Meeting.  The Reporting Persons currently intend to vote for the Icahn Nominees at the 2011 annual meeting of the Issuer’s shareholders, although the Reporting Persons do not have any commitment, agreement or understanding to do so.
 
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties concerning matters with respect to the Reporting Persons’ investment in the Shares, including, without limitation, the business, operations, governance (including the election of directors), management, strategy and future plans of the Issuer.  Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Board of Directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, selling some or all of their Shares and/or engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 
 
 
 
CUSIP No.  587200106
 
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: March 10, 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.  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.
  
 
By:
/s/ Francisco D’Agostino
  
 
Name:
Francisco D’Agostino
  
 
Title:
President and 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