SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Mentor Graphics Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
587200106
(CUSIP Number)
November 30, 2008, as amended on December 10, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
This Schedule is filed pursuant to Rule 13d-1(b)
The information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) 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.
CUSIP NO. 587200106
1) Name of Reporting Person Ameriprise Financial, Inc.
S.S. or I.R.S. Identification IRS No. 13-3180631
No. of Above Person
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2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]*
* This filing describes the reporting person's relationship with other
persons, but the reporting person does not affirm the existence of a group.
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3) SEC Use Only
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4) Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) Sole Voting Power -0-
6) Shared Voting Power 13,839,041**
7) Sole Dispositive Power -0-
8) Shared Dispositive Power 13,839,041**
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person 13,839,041**
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10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
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11) Percent of Class Represented by
Amount In Row (9) 14.98%**
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12) Type of Reporting Person CO
** Data is as of December 10, 2008. As of November 30, 2008, 15,322,141 shares
were deemed beneficially owned by the reporting person, all of which were
held with shared voting and shared dispositive power.
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CUSIP NO. 587200106
1) Name of Reporting Person RiverSource Investments, LLC
S.S. or I.R.S. Identification IRS No. 13-3180631
No. of Above Person
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2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]*
* This filing describes the reporting person's relationship with other
persons, but the reporting person does not affirm the existence of a group.
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3) SEC Use Only
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4) Citizenship or Place of Organization Minnesota
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) Sole Voting Power -0-
6) Shared Voting Power 13,839,041**
7) Sole Dispositive Power -0-
8) Shared Dispositive Power 13,839,041**
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person 13,839,041**
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
--------------------------------------------------------------------------------
11) Percent of Class Represented by
Amount In Row (9) 14.98%**
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12) Type of Reporting Person IA
** Data is as of December 10, 2008. As of November 30, 2008, 15,322,141 shares
were deemed beneficially owned by the reporting person, all of which were
held with shared voting and shared dispositive power.
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CUSIP NO. 587200106
1) Name of Reporting Person Seligman Communications and
Information Fund, Inc.
S.S. or I.R.S. Identification IRS No. 13-31544499
No. of Above Person
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2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]*
* This filing describes the reporting person's relationship with other
persons, but the reporting person does not affirm the existence of a group.
--------------------------------------------------------------------------------
3) SEC Use Only
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4) Citizenship or Place of Organization Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) Sole Voting Power -0-
6) Shared Voting Power 7,603,600**
7) Sole Dispositive Power -0-
8) Shared Dispositive Power 7,603,600**
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person 7,603,600**
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
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11) Percent of Class Represented by
Amount In Row (9) 8.23%**
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12) Type of Reporting Person IV
** Data is as of December 10, 2008. As of November 30, 2008, 8,604,800 shares
were deemed beneficially owned by the reporting person, all of which were
held with shared voting and shared dispositive power.
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1(a) Name of Issuer: Mentor Graphics Corporation
1(b) Address of Issuer's Principal 8005 Southwest Boeckman Road
Executive Offices: Wilsonville, OR 97070
2(a) Name of Person Filing: (a) Ameriprise Financial, Inc. ("AFI")
(b) RiverSource Investments, LLC ("RvS")
(c) Seligman Communications and
Information Fund, Inc. ("C&I Fund")
2(b) Address of Principal Business Office:
c/o Ameriprise Financial, Inc.
145 Ameriprise Financial Center
Minneapolis, MN 55474
2(c) Citizenship: (a) Delaware
(b) Minnesota
(c) Maryland
2(d) Title of Class of Securities: Common Stock
2(e) Cusip Number: 587200106
3 Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):
(a) Ameriprise Financial, Inc.
A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G).
(Note: See Item 7)
(b) RiverSource Investments, LLC
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(c) Seligman Communications and Information Fund, Inc.
An Investment company registered under Section 8 of the Investment
Company Act of 1940.
4 Incorporated by reference to Items (5)-(9) and (11) of the cover page
pertaining to each reporting person. As of November 30, 2008, two of the
reporting persons exceeded the 15% threshold reflected in the Issuer's
Rights Agreement. However, these reporting persons do not believe that
either of them is, or was at any time, an
Acquiring Person for purposes of the Rights Agreement and they are seeking
a determination from the Issuer's board to that effect. The reporting
person expect the Issuer's board to make this determination.
RvS, as an investment adviser to the C&I Fund, may be deemed to
beneficially own the shares reported herein by the C&I Fund. Accordingly,
the shares reported herein by RvS include those shares separately reported
herein by the C&I Fund.
AFI, as the parent company of RvS, may be deemed to beneficially own the
shares reported herein by RvS. Accordingly, the shares reported herein by
AFI include those shares separately reported herein by RvS.
Each of Ameriprise Financial, Inc. and RiverSource Investments, LLC , and
the subsidiaries identified on the attached Exhibit I, disclaims beneficial
ownership of any shares reported on this Schedule.
5 Ownership of 5% or Less of a Class: Not Applicable
6 Ownership of more than 5% on Behalf of Another Person: The clients of
RiverSource Investments, LLC, a registered investment adviser, including
investment companies registered under the Investment Company Act of 1940
and other managed accounts, have the right to receive or the power to
direct the receipt of dividends and proceeds from the sale of shares
included on this Schedule. As of December 10, 2008, only the C&I Fund, a
registered investment company, owned shares of more than 5% of the class of
securities reported herein. Any remaining shares reported herein by RvS are
owned by various other accounts managed by RvS on a discretionary basis. To
the best of RvS's knowledge, none of these other accounts own more than 5%
of the outstanding shares.
7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
AFI: See Exhibit I
8 Identification and Classification of Members of the Group:
Not Applicable
9 Notice of Dissolution of Group:
Not Applicable
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.
Dated: December 10, 2008
Ameriprise Financial, Inc.
By /s/ Wade M. Voigt
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Name: Wade M. Voigt
Title: Director - Fund Administration
Contact Information
Wade M. Voigt
Director - Fund Administration
Telephone: (612) 671-5682
Exhibit Index
Exhibit I Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company.
Exhibit II Joint Filing Agreement
Exhibit I
to
Schedule 13G
Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company.
The classification and identity of the relevant subsidiaries is as follows:
Investment Company - RiverSource Funds and Seligman Funds, comprised of
investment companies registered under section 8 of the Investment Company Act of
1940
Investment Adviser - RiverSource Investments, LLC, an investment adviser
registered under section 203 of the Investment Advisers Act of 1940.
Exhibit II
to
Schedule 13G
Joint Filing Agreement
The undersigned persons agree and consent to the joint filing on their behalf of
this Schedule 13G dated December 10, 2008 in connection with their beneficial
ownership of Mentor Graphics Corporation. Each of Seligman Communications and
Information Fund, Inc. and RiverSource Investments, LLC authorizes Ameriprise
Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached
and make any necessary amendments thereto.
Ameriprise Financial, Inc.
By: /s/ Wade M. Voigt
Wade M. Voigt
Director - Fund Administration
Seligman Communications and Information Fund, Inc.
By: /s/ Scott R. Plummer
Scott R. Plummer
General Counsel
RiverSource Investments, LLC
By: /s/ Peter A. Gallus
Peter A. Gallus
Senior Vice President and Chief Operating Officer