<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT #6
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.
- --------------------------------------------------------------------------------
(NAME OF SUBJECT COMPANY)
SAMSUNG ELECTRONICS CO., LTD.
SAMSUNG ELECTRONICS AMERICA, INC.
- --------------------------------------------------------------------------------
(BIDDERS)
Common Stock, $.01 par value per share (Including the Associated Rights)
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
001907104
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 001907104 14D-1 AND 13D
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Samsung Electronics America, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,890,000*
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
40.25%*
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
- ---------------
*Prior to the execution of the agreement described below, neither Samsung
Electronics Co., Ltd., a Korean corporation ("Samsung Electronics") nor its
wholly owned subsidiary Samsung Electronics America, Inc., a New York
corporation ("Samsung America"), beneficially owned any shares of the common
stock, $.01 par value per share (the "Common Stock"), of AST Research, Inc. (the
"Company"). On February 27, 1995, Samsung Electronics and the Company entered
into a Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to
which Samsung Electronics agreed to purchase 6,440,000 newly issued shares of
Common Stock for $19.50 per share (the "First Issuance Shares") and to commence
an offer (the "Offer") to purchase 5,820,000 additional shares of Common Stock
(the "Offer Shares") for $22.00 per share from the Company's stockholders (the
"Offer"). Samsung Electronics also agreed to purchase such additional number
(5,630,000 based on the
2
<PAGE>
number of shares of the Company issued and outstanding as of the date of the
Stock Purchase Agreement) of shares of Common Stock (the "Second Issuance
Shares") for $22.00 per share as may be required such that, upon issuance
thereof to Samsung Electronics at the closing of the transactions contemplated
by the Stock Purchase Agreement, and together with the First Issuance Shares and
the number of Offer Shares actually purchased pursuant to the Offer, Samsung
Electronics' percentage ownership of the total number of votes that may be cast
in the election of directors of the Company at an annual meeting of the
Company's stockholders, assuming all shares of voting stock of the Company were
present and voting, would equal 40.25%.
The Stock Purchase Agreement permits Samsung Electronics to exercise any
or all of its rights and/or fulfill any or all of its obligations thereunder in
conjunction with or through one or more wholly owned subsidiaries of Samsung
Electronics. Accordingly, Samsung Electronics has assigned to Samsung America
its rights to purchase the Offer Shares, the Second Issuance Shares, and certain
of the First Issuance Shares. Based on the foregoing, after consummation of the
Offer and the transactions contemplated by the Stock Purchase Agreement, Samsung
America and Samsung Electronics will together beneficially own 40.25% of the
outstanding shares of Common Stock based on the number of shares of the Company
issued and outstanding as of the date of the Stock Purchase Agreement.
3
<PAGE>
This Amendment No. 6 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"), filed in connection with Samsung Electronics' 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 (the "Offer").
The purpose of this Amendment No. 6 is to reflect (i) the assignment by Samsung
Electronics of certain of its rights to purchase shares of Common Stock of the
Company pursuant to the Stock Purchase Agreement described below, including the
right to purchase shares pursuant to the Offer, to its wholly owned subsidiary
Samsung Electronics America, Inc., a New York corporation ("Samsung America");
and (ii) Samsung America's financing of a portion of the Offer through its
issuance of floating rate notes as described herein.
Accordingly, this Statement now relates to (i) the purchase by Samsung
America of up to 5,820,000 shares of the outstanding Common Stock of the Company
(the "Offer Shares") upon the terms and subject to the conditions set forth in
the Offer to Purchase dated March 6, 1995 and in the related Letter of
Transmittal (which together constitute the "Offer"), at the purchase price of
$22.00 per Share, net to the tendering stockholder in cash; and (ii) the
ownership by Samsung America and Samsung Electronics of an aggregate of 40.25%
of the outstanding shares of Common Stock (based on the number of shares of the
Company issued and outstanding as of the date of the Stock Purchase Agreement),
consisting of the Offer Shares and a total of 12,070,000 additional shares of
Common Stock to be issued by the Company pursuant to that certain Stock Purchase
Agreement dated as of February 27, 1995 between the Company and Samsung
Electronics, as amended by Amendment No. 1 thereto (the "Stock Purchase
Agreement").
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d); (g) Samsung America is a New York corporation. The name, business
address, present principal occupation or employment, the material occupations,
positions, offices or employments for the past five years and citizenship of
each executive officer and director of Samsung America, and the name, principal
business and address of any corporation or other organization in which such
occupations, positions, officers and employments are or were carried on are set
forth below:
Bo-Soon Song Director; Chief Executive Officer of Samsung
Samsung Electronics America, Inc Electronics America, Inc. since January
105 Challenger Road 1995; Senior Managing Director of Samsung
Ridgefield Park, NJ 07660 Electronics America, Inc. from March 1992 to
December 1994; Director of Samsung
Electronics America, Inc. from July 1991 to
February 1992; Acting Director of Samsung
Electronics America, Inc. from March 1989 to
June 1991.
Citizenship: Republic of Korea
4
<PAGE>
In-Soo Kim Director; Executive Vice President and Chief
Samsung Electronics America, Inc. Financial Officer of Samsung Electronics
105 Challenger Road America, Inc. since March 1990.
Ridgefield Park, NJ 07660
Citizenship: Republic of Korea
Young On Kim Director; Chief Operating Officer, Samsung
Samsung Electronics America, Inc. Electronics America, Inc. since January
105 Challenger Road 1995; President of Samsung Electronics
Ridgefield Park, NJ 07660 America, Inc. from October 1993 to December
1994; Chief Executive Officer of Central and
South America Operations, Samsung
Electronics from January 1993 to September
1993.
Citizenship: Republic of Korea
Ki Ryong Song Director; President, Samsung Electronics
Samsung Electronics America, Inc. America, Inc. from December 1994-present;
105 Challenger Road Executive Vice President; Consumer
Ridgefield Park, NJ 07660 Electronics Division of Samsung Electronics
America, Inc. from June 1991-November 1994.
Citizenship: Republic of Korea
(e); (f) During the last five years, Samsung America or, to the best of its
knowledge, any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such law.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The total amount of funds required by Samsung America and Samsung
Electronics to purchase the Offer Shares and the New Issue Shares is
approximately $377.5 million. Samsung Electronics will provide approximately
$75.5 million of such funds from its working capital. Samsung America will
provide the remaining approximately $302 million, approximately $113 million of
which will come from its working capital and approximately $189 million of which
will be financed through an issuance by Samsung America of Floating Rate Notes
(the "Notes").
Set forth below is a summary description of the Notes. The summary
description does not purport to be complete. There can be no assurance that the
terms set forth below will be contained as described in the definitive
documentation with respect to the Notes, and such documentation will include
provisions in addition to those described.
The issuance of the Notes will be arranged by BA Asia Limited and several
arrangers. The Notes will mature five-years from their date of issuance, will
bear interest at the London interbank offered rate ("LIBOR") plus .35% payable
in arrears every six months and will be
5
<PAGE>
guaranteed by Samsung Electronics. It is anticipated that the Notes will be
listed on the Luxembourg Stock Exchange.
The documentation governing the Notes will include representations and
warranties, funding and yield protection provisions, covenants, events of
default and other provisions determined by the arrangers to be appropriate for
transactions of this type.
Samsung America will pay commissions in connection with the issuance of the
Notes and an agency fee to the arrangers and pay certain of the expenses of the
arrangers incurred in connection with the issuance of the Notes.
Samsung America anticipates that the Notes will be repaid from a variety of
sources, which may include, but may not be limited to, funds generated
internally by Samsung America and its affiliates, bank refinancing, and the
public or private sale of debt or equity securities. No decision has been made
concerning the method Samsung America or its affiliates will employ to repay
such indebtedness. Such decision will be made based on Samsung America's review
from time to time of the advisability of particular actions, as well as on
prevailing interest rates and financial and other economic conditions and such
other factors as Samsung America may deem appropriate. Samsung Electronics will
guaranty payment of the Notes.
(c) Not applicable.
6
<PAGE>
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 27, 1995
SAMSUNG ELECTRONICS CO., LTD.
/s/ Heon H. Chung
------------------------------------------
Name: Heon H. Chung
Title: Executive Director
SAMSUNG ELECTRONICS AMERICA, INC.
/s/ Bo-Soon Song
------------------------------------------
Name: Bo-Soon Song
Title: Chief Executive Officer
7
