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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT #8
TO
SCHEDULE 14D-1
(FINAL AMENDMENT)
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
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AST RESEARCH, INC.
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(NAME OF SUBJECT COMPANY)
SAMSUNG ELECTRONICS CO., LTD.
SAMSUNG ELECTRONICS AMERICA, INC.
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(BIDDERS)
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. 8, the final amendment, 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 ("Samsung Electronics"), and Samsung Electronics America, Inc., a
New York corporation ("Samsung America"), filed in connection with Samsung
America'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 issued pursuant to the Amended and Restated Rights Agreement dated as of
January 28, 1994 between the Company and American Stock Transfer & Trust
Company, as amended as of March 1, 1995 (collectively, the "Common Stock") of
AST Research, Inc., a Delaware corporation (the "Company"), as set forth in the
Schedule 14D-1, as amended (the "Offer").
The Offer terminated at 6:00 p.m., New York City time, on Friday, July
28, 1995. Pursuant to the Offer, 5,820,000 Shares were purchased for a
total aggregate purchase price of $128,040,000.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
In connection with the closing of the acquisition of Common Stock of
the Company by Samsung Electronics and Samsung America, the Company and Samsung
Electronics entered into Amendment No. 2 to Stock Purchase Agreement, dated as
of July 29, 1995, and a letter agreement dated as of July 31, 1995.
Copies of Amendment No. 2 to Stock Purchase Agreement and the letter
agreement are filed as Exhibits (a)(16) and (a)(17) to the Schedule 14D-1 and
are incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
A copy of Samsung Electronics' press release with respect to the
number of shares of Common Stock purchased in the Offer and the proration factor
is filed as Exhibit (a)(18) to the Schedule 14D-1 and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO.
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(a)(16) Amendment No. 2 to Stock Purchase Agreement dated as of July
29, 1995 by and between Samsung Electronics and the Company.
(a)(17) Letter agreement dated as of July 31, 1995 by and between
the Company and Samsung Electronics.
(a)(18) Press release dated August 9, 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: August 8, 1995
SAMSUNG ELECTRONICS CO., LTD.
/s/ Heon H. Chung
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Name: Heon H. Chung
Title: Executive Director
SAMSUNG ELECTRONICS AMERICA, INC.
/s/ Bo-Soon Song
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Name: Bo-Soon Song
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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(a)(16) Amendment No. 2 to Stock Purchase Agreement
dated as of July 29, 1995 by and between Samsung
Electronics and the Company.
(a)(17) Letter agreement dated as of July 31, 1995 by
and between the Company and Samsung Electronics.
(a)(18) Press release dated August 9, 1995.
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Exhibit (a)(16)
AMENDMENT NO. 2
TO
STOCK PURCHASE AGREEMENT
This Amendment No. 2 ("AMENDMENT NO. 2") to the Stock Purchase
Agreement dated as of February 27, 1995, as amended by Amendment No. 1 thereto
("AMENDMENT NO. 1") dated as of June 1, 1995 (as so amended, the "AGREEMENT"),
is entered into as of July 29, 1995, between Samsung Electronics Co., Ltd., a
Korean corporation (the "PURCHASER"), and AST Research, Inc., a Delaware
corporation (the "COMPANY"). Capitalized terms used in this Amendment No. 2 and
not otherwise defined herein shall have the meanings set forth in the Agreement.
WHEREAS, the Purchaser and the Company desire to document certain
understandings regarding the transactions contemplated in the Agreement and
the Closing thereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the undersigned,
intending to be legally bound, hereby agree as follows:
ARTICLE 1
EXTENSION OF OUTSIDE DATE
Clause (ii) of Section 8.3 of the Agreement is hereby amended by
substituting "that date which is five Business Days following July 31, 1995" for
"July 31, 1995."
ARTICLE 2
THE CLOSING
The Closing will occur at the headquarters of the Company on July 31,
1995 or as soon thereafter as is practicable.
ARTICLE 3
CONTINGENT SHARES
3.1 ISSUANCE OF CONTINGENT SHARES FOLLOWING ADVERSE EVENT. The
first two sentences of Section 2.1.2 of Amendment No. 1 are hereby amended to
read in their entirety as follows:
In the event that at any time or from time to time an action
results in an Adverse Event that requires the payment by the
Company of amounts in settlement of such action or in
satisfaction of a judgment in such action and the aggregate
amounts actually so paid by the Company including, without
limitation, any amounts paid by the Company for attorneys' fees,
(all such amounts being referred to herein as "Specified
Amounts") exceeds the Excess Loss Amount, as defined below, then
the Company shall issue to the Purchaser, without the payment by
the Purchaser of any additional consideration, a number of
additional shares of Common Stock (the "Contingent Shares")
determined in accordance with Section 2.1.3. For purposes of
this Amendment, the term "EXCESS LOSS AMOUNT" at the time of
payment of any particular Specified Amount shall mean (a) the
portion of all Specified Amounts theretofore paid by the Company
in the form of Contingent Shares and/or Preferred Stock (as
defined below) plus (b) the sum of (i) $5 million plus (ii) the
aggregate of all
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amounts paid or to be paid to the Company by way of
reimbursement, contribution or indemnification by any insurance
company or third party in respect of all Specified Amounts.
3.2. DETERMINATION OF NUMBER OF CONTINGENT SHARES. The first clause
of the first sentence of Section 2.1.3 of Amendment No. 1 is hereby amended to
read in its entirety as follows:
The number of Contingent Shares to be issued shall equal such
number of shares of Common Stock (rounded to the nearest whole
share) determined by dividing the amount by which the Specified
Amounts exceed the Excess Loss Amount by the Market Price;
ARTICLE 4
SECOND ISSUANCE SHARES
The definition of "Second Issuance Shares" in Section 1.1 of the
Agreement is hereby amended to read in its entirety as follows:
"SECOND ISSUANCE SHARES" means 5,630,000 shares of Common
Stock, to be newly issued and sold by the Company to the Purchaser
at the Closing pursuant to Article 2.
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ARTICLE 5
STOCKHOLDER AGREEMENT
The Stockholder Agreement shall be amended to read in its entirety as
set forth in Exhibit I hereto.
ARTICLE 6
LETTER OF CREDIT AGREEMENT
The Letter of Credit Agreement shall be amended to read in its
entirety as set forth in Exhibit II hereto.
ARTICLE 7
MISCELLANEOUS
7.1 EFFECT OF AMENDMENT NO. 2. Except as set forth in this Amendment
No. 2, the provisions of the Agreement shall remain in full force and effect and
all references in the Agreement, the Investment Agreements and the Commercial
Agreements shall be deemed to refer to and mean the Agreement, as amended by
this Amendment No. 2.
7.2 COUNTERPARTS. This Amendment No. 2 may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 2 as of the date first above written.
AST RESEARCH, INC. SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Safi U. Qureshey By: /s/ Bo-Soon Song
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Safi U. Qureshey Name: Bo-Soon Song
Chairman and Chief Executive Officer Title: Senior Managing Director
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Exhibit (a)(17)
July 31, 1995
AST Research, Inc.
16215 Alton Parkway
Irvine, California, 92718
Re: Closing Agreement
Gentlemen,
This is to set forth the agreement we have reached concerning the closing
of the transactions contemplated by that certain Stock Purchase Agreement dated
as of February 27, 1995, as amended (the "Stock Purchase Agreement"), between
AST Research, Inc. ("AST") and Samsung Electronics Co., Ltd. ("Samsung").
As the result of losses incurred by AST during the fourth quarter of its
fiscal year ended July 3, 1995, and in connection with the consummation of the
transactions contemplated by the Stock Purchase Agreement, this letter agreement
sets forth certain actions to be taken by AST after the closing of the
transactions contemplated by the Stock Purchase Agreement and shall constitute a
legally binding agreement between us. For good and valuable consideration,
receipt of which is hereby acknowledged, and as an inducement to Samsung to
complete the transactions contemplated by the Stock Purchase Agreement, we
hereby agree as follows:
1. Within ten business days of the Closing of the transactions contemplated
by the Stock Purchase Agreement, AST shall engage a nationally recognized
management consulting firm with experience in the personal computer industry and
with no prior relationship with AST or any of its affiliates, officers or
directors (the "Consultants") to perform a review of AST as described herein
(the "Review"). The Consultants shall be subject to the approval of Samsung,
which approval shall not be unreasonably withheld. The Review shall commence as
soon as practicable after the Consultants are engaged.
2. The purposes of the Review shall be to (i) develop strategies to
strengthen AST's competitive position; (ii) determine the causes of AST's
operating loss for the fiscal year ended July 3, 1995 and its failure to achieve
results consistent with its business plan; (iii) determine what factors,
including without limitation management, organizational and operational factors,
were responsible therefor; and (iv) make specific recommendations as described
in paragraph 7.
3. In order to accomplish the purposes of the Review, the Consultants shall
conduct a full management diagnostic analysis and a review of AST's
organizational structure, with specific emphasis upon the roles and
effectiveness of management and the functions and procedures of each of AST's
operating and administrative divisions and operations. This agreement shall not
limit the scope of the Review, and the Consultants shall undertake such
additional inquiries and procedures as they may deem appropriate or as the
Committee referred to in paragraph 4 may direct in order to fulfill the purposes
of the Review.
4. A committee of four persons, consisting of Safi Qureshey, two
representatives designated by Samsung, and one non-employee director of AST (the
"Committee") shall meet regularly with the Consultants in order to monitor,
supervise and direct the Review. The members of the Committee shall be available
to participate actively in the Review process. The Committee shall define the
work product to be delivered by the Consultants as a result of
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the Review and may in its discretion modify the purposes and scope of the
Review. All Committee decisions shall be by majority vote.
5. AST shall cause all of its employees and agents to cooperate fully and
in all respects with the Consultants, including, without limitation, by
providing to them all information they request. Samsung shall be permitted to
participate in the Review process to the extent it deems desirable, and, subject
to applicable law, shall have full access to all information requested by the
Consultants.
6. The Consultants shall be instructed to complete the Review within 30
days of its inception, or as soon thereafter as the Consultants shall determine
is practicable in light of the purposes and scope of the Review and parties'
desire that the Review be completed as quickly as possible.
7. Based upon the Review, the Consultants shall present to the Committee
specific, detailed and thorough recommendations to remedy the causes referred to
in paragraph 2, to address the management, organizational and operational
factors responsible for those causes, and to enhance employee morale and
effectiveness, with the ultimate goal of developing AST into one of the world's
top three manufacturers of personal computers.
8. The Committee shall promptly review the Consultants' recommendations,
ratify them to the extent the Committee deems appropriate, and then pass the
Consultants' recommendations to AST's Board of Directors (the "Board"), together
with the Committee's ratification decisions and any additional recommendations
or comments the Committee deems appropriate. Within seven days of delivery to
the Board of the Consultants' recommendations, the Board shall meet to consider
such Review and the Consultants' recommendations and the Committee's action
thereon and comments, and consistent with its fiduciary duties, shall commence
implementation of specific, detailed and thorough actions to accomplish the
objectives described in paragraph 7.
9. All expenses incurred in connection with the Review shall be borne
by AST.
10. The actions contemplated herein, including without limitation Samsung's
participation in the Review, the implementation of the Consultants'
recommendations, and any other actions the Board deems necessary or appropriate
to accomplish the objectives described in paragraph 7, shall not constitute a
violation of the Stockholder Agreement.
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If the foregoing accurately sets forth our agreement and has been approved
by the Board, please sign in the space provided below, whereupon this letter
shall constitute our binding agreement, enforceable in accordance with the laws
of Delaware.
Sincerely yours,
Samsung Electronics Co., Ltd.
By: /s/ Bo-Soon Song
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Name: Bo-Soon Song
Title: Senior Managing Director
Agreed as set forth above:
AST Research, Inc.
By: /s/ Safi U. Qureshey
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Name: Safi U. Qureshey
Title: Chairman and Chief Executive Officer
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Exhibit (a)(18)
[LETTERHEAD OF MACKENZIE PARTNERS, INC.]
NEWS RELEASE
CONTACT:
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GRACE COSACHOV
(212) 929-5802
FOR IMMEDIATE RELEASE:
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SAMSUNG ANNOUNCES
FINAL RESULTS OF AST TENDER OFFER
SAN JOSE, CA., August 9, 1995 -- Samsung Electronics Co., Ltd. announced
today the final results of its previously announced 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 expired at 6:00 p.m., New York City time, on
Friday, July 28, 1995. Samsung has been informed by the Depositary that
29,581,931 shares of AST common stock were validly tendered and not withdrawn.
The proration factor has been determined to be 19.671089%.
