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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT #2
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
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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. 2 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, as set forth in the Schedule 14D-1 (the "Offer").
ITEM 4. SOURCE AND AMOUNT AND OTHER CONSIDERATION.
Items 4(a)-(c) are hereby amended and supplemented as follows:
The total amount of funds required by the Purchaser to purchase the Offer
Shares and the New Issue Shares and to pay related fees and expenses is
estimated to be approximately $378 million. The Purchaser intends to obtain such
funds from two bank loan facilities, one to be arranged by The Korea Development
Bank and the other to be raised by Korea Export-Import Bank.
The Korea Development Bank ("KDB") has delivered a letter of intent to
Purchaser (the "Letter of Intent") pursuant to which KDB has indicated that it
is willing to provide $278 million in loan facilities (collectively, the "KDB
Loan Facility"), as to which it expects to act as arranger for a syndicate of
financial institutions. The Korea Export-Import Bank ("KEIB") has informed
Purchaser that KEIB is willing to provide $100 million in loan facilities
(collectively, the "KEIB Loan Facility" and, together with the KDB Loan
Facility, the "Loan Facilities").
Set forth below is a summary description of the proposed Loan Facilities.
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 Loan Facilities, and such
documentation will include provisions in addition to those described.
The KDB Loan Facility will consist of a five-year term loan. There will be
no scheduled prepayments prior to maturity. Loans under the KDB Loan Facility
will bear interest at the London interbank offered rate ("LIBOR") plus .45%
payable in arrears every six months.
The documentation governing the KDB Loan Facility will include conditions
precedent to the lenders' funding obligations, including receipt of the required
Korean governmental approvals, representations and warranties, funding and yield
protection provisions, covenants, events of default and other provisions
determined by the lenders to be appropriate for transactions of this type. The
Letter of Intent provides that the definitive documents will include covenants,
among others, limiting the Purchaser's ability to encumber or dispose of its
assets.
Purchaser has agreed to pay commitment, arrangement and agency fees to KDB
and to pay certain of the expenses of KDB incurred in connection with the KDB
Loan Facility.
The KEIB Loan Facility will consist of a ten-year term loan. Principal
payments will commence 48 months from the first drawdown date. Loans under the
KEIB Loan Facility will bear interest at LIBOR plus .6% payable in arrears
every six months.
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The documentation governing the KEIB Loan Facility will include a payment
guarantee from Mr. Kun-Hee Lee, Chairman of the Samsung Group, and other
provisions as required by KEIB.
KEIB's agreement to provide the KEIB Loan Facility is subject to, among
other things, receipt of the required Korean governmental approvals.
The Purchaser anticipates that the indebtedness incurred through borrowings
under the Loan Facilities will be repaid from a variety of sources, which may
include, but may not be limited to, funds generated internally by Purchaser and
its affiliates, bank refinancing, and the public or private sale of debt or
equity securities. No decision has been made concerning the method Purchaser
will employ to repay such indebtedness. Such decision will be made based on
Purchaser'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 Purchaser may deem appropriate.
Item 10. ADDITIONAL INFORMATION.
On April 21, 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 Thursday, June 1,
1995, unless further extended.
A copy of the press release issued by Purchaser is filed as Exhibit
(a)(10) to the Schedule 14D-1 and is incorporated herein by reference.
Item 11. MATERIAL TO BE FILED AS EXHIBITS.
99.(a)(10) Press release, dated April 21, 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: April 21, 1995
SAMSUNG ELECTRONICS CO., LTD.
/s/ Heon H. Chung
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Name: Heon H. Chung
Title: Executive Director
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EXHIBIT INDEX
Exhibit No. Description
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99.(a)(10) Press release, dated April 21, 1995.
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EXHIBIT 99.(a)(10)
NEWS RELEASE MACKENZIE
PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
212 929-5500
FAX 212 929-0308
CONTACT:
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Stan Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
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SAMSUNG ELECTRONICS CO., LTD. ANNOUNCES
EXTENSION OF AST TENDER OFFER
SAN JOSE, CA., April 21, 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 Thursday, June 1, 1995, unless further extended.
Samsung has been informed by the Depositary that approximately 26,374,194
shares have been tendered as of April 20, 1995.
In addition, Samsung announced that it has arranged $378 million of loan
facilities through two Korean banks to finance the purchase of 40.25% of the
outstanding shares of common stock of AST Research, including the shares
purchased in the tender offer, and to pay related fees and expenses.
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