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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AST RESEARCH, INC.
(Name of Subject Company)
AST RESEARCH, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
(Title of Class of Securities)
001907104
(CUSIP Number of Class of Securities)
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SAFI U. QURESHEY
CHIEF EXECUTIVE OFFICER
AST RESEARCH, INC.
16215 ALTON PARKWAY
IRVINE, CALIFORNIA 92718
(714) 727-4141
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
WITH COPIES TO:
THOMAS C. JANSON, JR. NICK E. YOCCA
SKADDEN, ARPS, SLATE, MEAGHER & FLOM STRADLING, YOCCA, CARLSON & RAUTH
300 SOUTH GRAND AVENUE 660 NEWPORT CENTER DRIVE
LOS ANGELES, CALIFORNIA 90071 NEWPORT BEACH, CA 92660
(213) 687-5000 (714) 725-4000
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed on March 6, 1995, as
amended, by AST Research Inc., a Delaware corporation (the "Company"), and
relates to the tender offer made by Samsung Electronics Co., Ltd., a Korean
corporation (the "Purchaser"), disclosed in a Tender Offer Statement on
Schedule 14D-1, dated March 6, 1995, as amended, to purchase 5,820,000 shares
of the Company's common stock, par value $0.01 per share (the "Common Stock")
at $22.00 per share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated March 6, 1995, as
amended (the "Revised Offer to Purchase"), and the related Letter of
Transmittal (which collectively in its revised form with the Revised Offer to
Purchase constitute the "Revised Offer"). The purpose of this Amendment No. 2
is to correct a typographical error contained in Item 8 of Amendment No. 1 to
Schedule 14D-9, filed on June 8, 1995, by the Company. All capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Paragraph five (5) of Item 8 is hereby deleted in its entirety and replace by
the following:
However, after extensive discussions with the Staff, the Company's financial
statements for the year ended July 2, 1994, have been restated from those
originally issued to reflect the $33.6 million reduction in the carrying value
of GRiD pen-based products inventories, made in the fourth quarter of fiscal
1994, as a charge to cost of sales rather than an increase in the carrying
value of goodwill.
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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: June 12, 1995
AST Research, Inc.
By: /s/ Bruce C. Edwards
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Name: Bruce C. Edwards
Title: Executive Vice President and
Chief Financial Officer
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