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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT #5
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
----------------
AST RESEARCH, INC.
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(NAME OF SUBJECT COMPANY)
SAMSUNG ELECTRONICS CO., LTD.
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(BIDDER)
Common Stock, $.01 par value per share (Including the Associated Rights)
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(TITLE OF CLASS OF SECURITIES)
001907104
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(CUSIP NUMBER OF CLASS OF SECURITIES)
Jae Chang Lee
Samsung Electronics Co., Ltd.
Samsung Main Building
250, 2-Ka, Taepyung-Ro, Chung-Ku
Seoul, Korea 100-742
011-82-2-727-7100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
Copy to:
Thomas Magill, Esq.
Gibson, Dunn & Crutcher
Jamboree Center, 4 Park Plaza
Irvine, CA 92714
(714) 451-3855
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This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Schedule 13D dated March 6, 1995, as amended (the "Schedule
14D-1"), of Samsung Electronics Co., Ltd., a Korean corporation (the
"Purchaser"), filed in connection with the Purchaser's offer to purchase up to
5,820,000 shares of the outstanding Common Stock, par value $.01 per share, and
the associated preferred stock purchase rights of AST Research, Inc., a
Delaware corporation (the "Company"), as set forth in the Schedule 14D-1 (the
"Offer"). Capitalized terms used herein without definition shall have the
meanings given such terms in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
On July 11, 1995, Purchaser issued a press release announcing that the Offer
has been extended and that the Offer, proration period and withdrawal rights
will now expire at 6:00 p.m., New York City time, on Friday, July 28, 1995,
unless further extended.
A copy of the press release issued by Purchaser is filed as Exhibit (a)(14)
to the Schedule 14D-1 and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(14) Press release, dated July 11, 1995.
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SIGNATURE
After due 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: July 11, 1995
SAMSUNG ELECTRONICS CO., LTD.
/s/ Heon H. Chung
-------------------------------------
Name: Heon H. Chung
Title: Executive Director
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
(a)(14) Press release, dated July 11, 1995
</TABLE>
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NEWS RELEASE
[LETTERHEAD OF MACKENZIE PARTNERS, INC.]
CONTACTS:
STANLEY J. KAY
(212) 929-5940
GRACE COSACHOV
(212) 929-5802
FOR IMMEDIATE RELEASE:
SAMSUNG ELECTRONICS CO., LTD. ANNOUNCES
EXTENSION OF AST TENDER OFFER
SAN JOSE, CA., July 11, 1995--Samsung Electronics Co., Ltd. announced today
that it has extended its cash tender offer to acquire up to 5,820,000 shares of
common stock of AST Research, Inc. (NASDAQ:ASTA) at $22.00 per share. The
tender offer, proration period and withdrawal rights will now expire at 6:00
p.m., New York City time, on Friday, July 28, 1995, unless further extended.
The extension is being made in order for Samsung and AST to finalize
arrangements for the closing of Samsung's investment in AST, which the parties
currently anticipate to occur on July 31, 1995. Samsung has been informed by
the Depositary that approximately 26,446,468 shares of AST common stock have
been tendered as of July 10, 1995.
