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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT #7
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.
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. 7 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").
ITEM 10. ADDITIONAL INFORMATION.
A copy of Samsung Electronics' press release with respect to the expiration
of the Offer is filed as Exhibit (a)(15) to the Schedule 14D-1 and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(15) Press release, dated July 31, 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 31, 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)(15) Press release, dated July 31, 1995.
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NEWS RELEASE [LETTERHEAD OF MACKENZIE PARTNERS, INC.]
CONTACT:
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GRACE COSACHOV
(212) 929-5802
FOR IMMEDIATE RELEASE:
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SAMSUNG ANNOUNCES
EXPIRATION OF AST TENDER OFFER
SAN JOSE, CA., July 31, 1995 -- Samsung Electronics Co., Ltd. announced
today that 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
expired at 6:00 p.m., New York City time, on Friday, July 28, 1995. Samsung has
been informed by the Depositary that approximately 27,827,975 shares of AST
common stock had been validly tendered and not withdrawn or tendered pursuant to
notices of guaranteed delivery.
On the basis of this preliminary number, Samsung expects to purchase
approximately 20.9% of the shares tendered on a pro-rata basis. Samsung expects
to announce the final proration number on August 7, 1995, following which
payment for purchased shares will be made and certificates for shares not
purchased due to proration will be returned.
Samsung also announced today the consummation of its acquisition of
additional newly-issued shares of AST such that, including the 5,820,000 shares
to be purchased by Samsung in the tender offer, Samsung will own an
approximately 40% interest in AST.
