OFF TOPIC!
MENTOR GRAPHICS (MENT)
Just LIKE PMTC, MENT has a whole bunch of institutional buyers as below!
Wisconsin Investment Board owns 8975000 shares or 13.98 %
Crabb Huson owns 2084137 shares or 3.37 %
Merrill Lynch owns 3289350 shares or 5.12 %
Private Cap. Management owns 6746282 shares or 10.5 %
Bruce Sherman owns 6896282 shares or 10.7 %
SPS partners owns 150000 shares or 0.2 %
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G - AMENDMENT 1
(Name of Issuer)
Mentor Graphics Corporation
(Title of Class of Securities)
Common Stock
(CUSIP Number)
587200106
NAME OF REPORTING PERSON
Private Capital Management, Inc.
I.R.S. IDENTIFICATION NO.
59-2756929
MEMBER OF A GROUP?
(b) X
PLACE OF ORGANIZATION
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 0
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 0
SHARED DISPOSITIVE POWER 6746282
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6746282
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
10.5%
TYPE OF REPORTING PERSON
IA
NAME OF REPORTING PERSON
Bruce S. Sherman
I.R.S. IDENTIFICATION NO.
076-40-9647
MEMBER OF A GROUP?
(b) X
CITIZENSHIP
U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 0
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 0
SHARED DISPOSITIVE POWER 6896282
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6896282
AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES
(yes)
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
10.7%
TYPE OF REPORTING PERSON
IN
NAME OF REPORTING PERSON
SPS Partners, L.P.
I.R.S. IDENTIFICATION NO.
65-0496234
MEMBER OF A GROUP?
(b) X
PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 0
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 0
SHARED DISPOSITIVE POWER 150,000
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED
0.2%
TYPE OF REPORTING PERSON
IA
ITEMS 1 - 10 OF GENERAL INSTRUCTIONS
Item 1.
(a)Name of Issuer: Mentor Graphics Corporation
(b)Address of Issuer: 8005 S.W. Boekman Road, Wilsonville, OR 97070
Item 2.
(a)Name of Person Filing: See Exhibit 1
(b)Address of Person Filing:3003 Tamiami Trail N., Naples, FL 34109
(c)Citizenship: See Exhibit 1
(d)Title of Class of Securities: Common Stock
(e)CUSIP Number: 587200106
Item 3.
The reporting person is filing as an Investment Adviser registered
under section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership
(a)Amount Beneficially Owned: See Exhibit 1
(b)Percent of Class: See Exhibit 1
(c)Number of Shares as to which such person has:
(i)sole power to vote or to direct the vote:
See Exhibit 1
(ii)shared power to vote or to direct the vote:
See Exhibit 1
(iii)sole power to dispose or to direct the disposition of:
See Exhibit 1
(iv)shared power to dispose or to direct the disposition of:
See Exhibit 1
Item 5. Ownership of Five Percent or Less of Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person: N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: N/A
Item 8. Identification and Classification of Members of the Group:
See Exhibit 1
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: See Exhibit 2
Signature: See Exhibit 2
Name/Title: See Exhibit 2
Exhibit 1
Item 2.
(a) Name of Person Filing
1) Private Capital Management, Inc.
2) Bruce S. Sherman
3) SPS Partners, L.P.
(c)Citizenship
1) Florida
2) U.S.
3) Maryland
Item 4.
(a) Amount Beneficially Owned
1) 6746282
2) 6896282
3) 150000
(b) Percent of Class
1) 10.5%
2) 10.7%
3) 0.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1) 0
2) 0
3) 0
(ii) shared power to vote or to direct the vote
1) 0
2) 0
3) 0
(iii) sole power to dispose or to direct the disposition of
1) 0
2) 0
3) 0
(iv) shared power to dispose or to direct the disposition of
1) 6746282
2) 6896282
3) 150000
*Bruce S. Sherman is Chairman of Private Capital Management, Inc.
("PCM") and exercises shared dispositive power with respect to
shares held by it on behalf of its clients. Mr. Sherman is also the
Managing General Partner of SPS Partners, LP ("SPS") which act as
the Investment Advisor for the Entrepreneurial Value Fund, L.P. ("EVF"),
and exercises shared dispositive power with respect to those shares.
Mr. Sherman declaims the existence of a group.
Exhibit 2
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 14, 2000
_____________________________________
Bruce S. Sherman
Chairman of Private Capital Management, Inc.
_____________________________________
Bruce S. Sherman
Individually
_____________________________________
Bruce S. Sherman
Managing Director of SPS Partners, LLC
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Mentor Graphics Corporation
-------------------------------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------------------------------
(Title of Class of Securities)
587200106
--------------
(CUSIP NUMBER)
December 31, 1999
-------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
*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 the disclosures provided in a prior cover page.
The information required in 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 (the "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).
Page 2 of 7
CUSIP NO. 587200106 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))**
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) { }
(b) { }
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
3,289,350
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
3,289,350
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,289,350 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.12%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT|
**SEE EXHIBIT A
Page 3 of 7
14. CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
{X} Rule 13d-1(b)
{ } Rule 13d-1(c)
{ } Rule 13d-1(d)
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Mentor Graphics Corporation (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
8005 SW Boeckman Road
Wilsonville, OR 97070-7777
ITEM 2 (a) Name of Persons Filing:
---------------------
Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
World Financial Center, North Tower
250 Vesey Street
New York, NY 10381
ITEM 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
ITEM 2 (d) Title of Class of Securities:
----------------------------
Common Stock
ITEM 2 (e) CUSIP NUMBER:
See Cover Page
Page 4 of 7
ITEM 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
(a) { } Broker or Dealer registered under Section 15 of the Act,
(b) { } Bank as defined in Section 3(a)(6) of the Act,
(c) { } Insurance Company as defined in Section 3(a)(19) of the Act,
(d) { } Investment Company registered under Section 8 of the Investment
Company Act of 1940,
(e) {X} Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
(f) { } Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F),
(g) {X} Parent Holding Company or Control Person in accordance with
Rule 13d-1(b)(ii)(G); see Item 7,
(h) { } A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813),
(i) { } A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940,
(j) { } Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of the Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
Page 5 of 7
ITEM 5 Ownership of Five Percent or Less of a Class.
--------------------------------------------
Not applicable.
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
The Merrill Lynch Asset Management Group ("AMG") is an operating division
of ML&Co. consisting of ML&Co.'s indirectly owned asset management
subsidiaries. Certain of these subsidiaries hold certain shares of the
security which is the subject of this report. (See Item 7).
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
---------------------------------------------------------------------
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
The Merrill Lynch Asset Management Group ("AMG") is an operating division
of ML&Co. consisting of ML&Co.'s indirectly-owned asset management
subsidiaries. The following asset management subsidiaries hold certain
shares of the common stock, which is the subject of this 13G filing:
Merrill Lynch Asset Management, L.P.
Fund Asset Management, L.P.
ITEM 8 Identification and Classification of Members of the Group.
----------------------------------------------------------
Not Applicable
ITEM 9 Notice of Dissolution of Group.
------------------------------
Not Applicable
Page 6 of 7
ITEM 10 Certification
-------------
By signing below each of the undersigned certifies that, to the best of
their knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of such securities and were not acquired and are
not held in connection with or as a participant in any transaction having such
purpose or effect.
Signature.
---------
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: February 4, 2000
Merrill Lynch & Co, Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
/s/ Thomas D. Jones, III
-----------------------------
Name: Thomas D. Jones, III
Title: Attorney-In-Fact*
------------------------------------
*Signed pursuant to a power of attorney, dated January 25, 1999, included
as Exhibit B to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co, Inc. (on behalf of Merrill Lynch Asset
Management Group ("AMG")) on January 28, 1999 with respect to Creative
Technology, Limited.
Mentor Graphics Corporation
Page 7 of 7
EXHIBIT A
Merrill Lynch Asset Management Group of ML&Co. ("AMG") is comprised of
The following legal entities: Merrill Lynch Asset Management, L.P.
doing business as Merrill Lynch Asset Management ("MLAM"), QA Advisers,
LLC ("QA"), Merrill Lynch Quantitative Advisers, Inc. Hotchkis and Wiley
divisions thereof; Fund Asset Management, L.P., doing business as Fund
Asset Management ("FAM"); Merrill Lynch Asset Management U.K. Limited
("MLAM UK"); Merrill Lynch (Suisse) Investment Management Limited
("MLS"); Mercury Asset Management International Limited ("MAMI");
Mercury Asset Management Ltd; Mercury Asset Management, Ltd.; Mercury
Asset Management (Asia Pacific Limited); Mercury Asset Management
Asia Limited; Merrill Lynch Mercury Kapitalanlagegesellschaft MBH;
Munich London Investment Management, Ltd.; Merrill Lynch Asset
Management (Hong Kong)Limited; Merrill Lynch Mercury Asset Management
Japan Limited; Atlas Asset Management, Inc.; Merrill Lynch Investment
Management Canada, Inc.; DSP Merrill Lynch Asset Management
(India) Limited; PT Merrill Lynch Indonesia; Merrill Lynch Phatra
Securities Co., Ltd.; Merrill Lynch Global Asset Management, Limited;
Mercury Asset Management Channel Islands, Limited; Mercury Asset
Management International Channel Islands Limited ("MAMCI"); Grosvenor
Venture Managers, Limited; and Mercury Fund Managers, Limited. Each of
MLAM, FAM, MLAM UK, MAMCI, QA, MLS, and MAMI is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940,
which acts as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of
1940. Each other firm constituting part of AMG is an investment adviser
operating under the laws of a jurisdiction other than the United States.
The investment advisers that comprise AMG exercise voting and investment
powers over portfolio securities independently from other direct and
indirect subsidiaries of ML&Co.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
------------
Mentor Graphics Corporation
------------------------------------------------------------
(Name of Issuer)
common stock has no par value
------------------------------------------------------------
(Title of Class of Securities)
587200106
------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement { }.
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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 13G Page 2 of 4 Pages
---------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Crabbe Huson Group, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) { }
(b) { X }
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,084,137
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,252,537
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,252,537
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.37%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 4 Pages
Item 1. (a) Name of Issuer:
Mentor Graphics Corporation, an Massachusetts Corporation
(b) Address of Issuer's Principal Executive Offices:
8005 SW Boeckman Road, Wilsonville, OR 97070-7777
Item 2. (a) Name of Person Filing:
Crabbe Huson Group, Inc.
(b) Address of Principal Business Office:
121 SW Morrison, Suite 1400, Portland, OR 97204
(c) Citizenship:
Massachusetts
(d) Title of Class of Securities:
Common Stock, no par value per share
(e) CUSIP Number:
587200106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) { } Broker or Dealer registered under Section 15 of the
Act
(b) { } Bank as defined in section 3(a)(6) of the Act
(c) { } Insurance Company as defined in section 3(a)(19) of
the Act
(d) { } Investment Company registered under section 8 of the
Investment Company Act
(e) {X} Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) { } Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) { } Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G)
(h) ( ) Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
Page 4 of 4 Pages
Item 4. Ownership.
(a) & (b) The aggregate number of shares owned beneficially by the
reporting person as of December 31, 1999 is 2,252,537, representing 3.37% of
the outstanding common shares.
(c) Crabbe Huson Group, Inc. does not directly own any shares of the
Issuer. The number of shares as to which the reporting person has:
(i) Sole Power to Vote or Direct the Vote: -0- shares
(ii) Shared Power to Vote or Direct the Vote: 2,084,137 shares
(iii) Sole Powewr to Dispose or Direct the Disposition of: -0- shares
(iv) Shared Power to Dispose or Direct the Disposition of: 2,252,537
Item 5. Ownership of Five Percent or Less of a Class.
This statement is being filed to report the fact that as of December
31, 1999 the reporting person has ceased to be the beneficial owner of more than
5% of the class of securities.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group. Crabbe
Huson Group, Inc. disclaims beneficial ownership of all shares owned
by each of its clients and employees and also disclaims that a "group"
within the meaning of Rule 13d-5(b) under the Securities Exchange Act
of 1934 has been or will be formed.
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 3, 2000
--------------------
Crabbe Huson Group, Inc.
By: /s/Thomas F. Biesiadecki
-------------------------
Thomas F. Biesiadecki
Compliance Officer
1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 10 )* --------- Mentor Graphics Corp. ----------------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------------- (Title of Class of Securities) 587200106 ---------------------------- (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person'sinitial filing on this form with respect to the subject class of securities,and for any subsequent amendment containing information which would alter thedisclosures provided in a prior cover page. The information required in the remainder of this cover page shall not bedeemed to be "filed" for the purpose of Section 18 of the Securities ExchangeAct of 1934 ("Act") or otherwise subject to the liabilities of that section ofthe Act but shall be subject to all other provisions of the Act (however, seethe Notes). 2 CUSIP NO. 587200106 --------- 13G________________________________________________________________________________1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON State of Wisconsin Investment Board 39-6006423________________________________________________________________________________2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)_____ Not Applicable (b)_____________________________________________________________________________________3 SEC USE ONLY ________________________________________________________________________________4 CITIZENSHIP OR PLACE OF ORGANIZATION Madison, Wisconsin________________________________________________________________________________ 5 SOLE VOTING POWER NUMBER OF 8,975,000 SHARES _________________________________________________________________BENEFICIALLY 6 SHARED VOTING POWER OWNED BY Not Applicable EACH REPORTING _________________________________________________________________ PERSON 7 SOLE DISPOSITIVE POWER WITH 8,975,000 _________________________________________________________________ 8 SHARED DISPOSITIVE POWER Not Applicable ________________________________________________________________________________9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,975,000________________________________________________________________________________10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * Not Applicable ________________________________________________________________________________11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.98________________________________________________________________________________12 TYPE OF REPORTING PERSON * EP (Public Pension Fund) ________________________________________________________________________________ * SEE INSTRUCTION BEFORE FILLING OUT| 3 ITEM 1. ISSUER (a) Mentor Graphics Corp. (b) 8005 S.W. Boekman Rd. Wilsonville, Oregon 97070-7777 ITEM 2. PERSON FILING (a) State of Wisconsin Investment Board (b) P.O. Box 7842 Madison, WI 53707 (c) Wisconsin State Agency (d) See cover page (e) See cover page ITEM 3. THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) AND THE STATE OF WISCONSIN INVESTMENT BOARD IS A GOVERNMENT AGENCY WHICH MANAGES PUBLIC PENSION FUNDS SUBJECT TO PROVISIONS COMPARABLE TO ERISA. ITEM 4. OWNERSHIP (a) See Row 9 on Page 2 (b) See Row 11 on Page 2 (c) The State of Wisconsin Investment Board retains sole voting and dispositive power for all shares. ITEM 5. IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING ____. ITEM 6. NOT APPLICABLE ITEM 7. NOT APPLICABLE ITEM 8. NOT APPLICABLE ITEM 9. NOT APPLICABLE ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief,the securities referred to above were acquired in the ordinary course ofbusiness and were not acquired for the purpose of and do not have the effect ofchanging or influencing the control of the issuer of such securities and werenot acquired in connection with or as a participant in any transaction havingsuch purposes or effect. SIGNATURE After reasonable inquiry to the best of my knowledge and belief, I certifythat the information set forth in this statement is true, complete and correct. February 10, 2000 ----------------- Date /S/ George Natzke ----------------- Signature George Natzke, Chief Financial Officer -------------------------------------- Name/Title |
