0000902664-11-000651.txt : 20110314 0000902664-11-000651.hdr.sgml : 20110314 20110314130848 ACCESSION NUMBER: 0000902664-11-000651 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110314 DATE AS OF CHANGE: 20110314 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: 11684627 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 p11-0949sc13da.htm MENTOR GRAPHICS CORPORATION p11-0949sc13da.htm
 
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)
 
 (Rule 13d-101)
(Amendment No. 4)*
 
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 14, 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 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.  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 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.  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 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.  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 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.  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 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.  587200106
 
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 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.  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 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.  587200106
 
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 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.  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 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.  587200106
 
SCHEDULE 13D/A
Page 11 of 13 Pages



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.
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 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.
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.



 
 
 
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.
 
Dated:  March 14, 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:
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



EX-99 2 p11-0949exh10.htm EXHIBIT 10 p11-0949exh10.htm

EXHIBIT 10

Letter dated March 14, 2011, from Casablanca Special Opportunities Fund I, LLC
to Mentor Graphics Corporation.


Casablanca Special Opportunities Fund I, LLC
450 Park Avenue, Suite 1403
New York, New York 10022

March 14, 2011
 
BY EMAIL, HAND DELIVERY & FEDEX
 

MENTOR GRAPHICS CORPORATION
8005 S.W. BOECKMAN ROAD
WILSONVILLE, OR 97070-7777
Attn: Mr. Dean Freed, Secretary
 
 

Re:           Withdrawal of Shareholder Notice of Intent to Nominate Persons for Election as Directors of Mentor Graphics Corporation


Dear Mr. Freed:
 
Reference is made to the Shareholder Notice of Intent to Nominate Persons for Election as Directors dated February 11, 2011 (the "Nomination Notice") submitted by Casablanca Special Opportunities Fund I, LLC, a Delaware limited liability company ("Casablanca Special Opportunities"), to Mentor Graphics Corporation (the "Company") in accordance with Section 1.12 of Article I of the Company's By-Laws, as amended, filed as Exhibit 3.(B) to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2009.
 
Please be advised that Casablanca Special Opportunities no longer intends to nominate persons for election to the Board of Directors of the Company at the 2011 annual meeting of shareholders of the Company and is hereby withdrawing the Nomination Notice.
 
                       
  Very truly yours,   
     
 
CASABLANCA SPECIAL OPPORTUNITIES FUND I, LLC
  
       
  By: 
CASABLANCA CAPITAL, LLC,
  
    its investment manager  
       
 
By:
/s/ Douglas Taylor
  
   
Name:  Douglas Taylor
  
   
Title:  Chief Executive Officer