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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
AMENDMENT NO. 8
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 22)
AST RESEARCH, INC.
(Name of Subject Company)
SAMSUNG ELECTRONICS CO., LTD.
(Bidder)
Common Stock, par value $0.01 per share
(including the Associated Rights)
(Title of Class of Securities)
001907104
(CUSIP Number of Class of Securities)
Jae Chang Lee, Esq.
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)
COPIES TO:
Thomas D. Magill, Esq. Henry Lesser, Esq.
Gibson, Dunn & Crutcher LLP Irell & Manella LLP
Jamboree Center, 4 Park Plaza 333 South Hope Street, Suite 3300
Irvine, California 92614 Los Angeles, California 90071
(714) 451-3800 (213) 620-1555
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This Amendment No. 8 to the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") dated April 21, 1997 and Amendment No. 22 to the Schedule 13D
dated March 6, 1995, as amended, of Samsung Electronics Co., Ltd., a Korean
corporation ("Purchaser"), amends and supplements the tender offer by Purchaser
to purchase all outstanding shares of common stock, par value $.01 per share
(the "Common Stock"), of AST Research, Inc., a Delaware corporation (the
"Company") and the associated preferred stock purchase rights (the "Rights" and
together with the Common Stock, the "Shares") issued pursuant to the Company's
Amended and Restated Rights Agreement, dated January 28, 1994, between the
Company and American Stock Transfer and Trust Company, as Successor Rights
Agent, as amended by the First Amendment to Rights Agreement, dated as of March
1, 1995, and the Second Amendment to Rights Agreement, dated as of April 15,
1997, not owned by Samsung or its affiliates at $5.40 per Share, net to the
Seller in cash, as set forth in the Offer to Purchase dated April 21, 1997 (the
"Offer to Purchase") and the related Letter of Transmittal.
Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Schedule 14D-1.
Item 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended and supplemented by addition of the following
information thereto:
On August 8, 1997, Purchaser issued a press release announcing that the
Offer expired at 5:00 p.m., New York City time, on Friday, August 8, 1997.
A copy of the press release issued by Purchaser 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
Item 11 is hereby amended and supplemented by addition of the following
exhibit thereto:
(a)(15) Press release dated August 8, 1997, issued by Purchaser.
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SIGNATURES
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.
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Jae Chang Lee
----------------------
Name: Jae Chang Lee
Title: Director/General Legal Counsel
Dated: August 11, 1997
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
(a)(15) Press release dated August 8, 1997, issued by Purchaser.
</TABLE>
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Exhibit (a)(15)
SAMSUNG ELECTRONICS CO., LTD.
COMPLETES TENDER OFFER FOR
AST RESEARCH, INC.
IRVINE, CA., August 8, 1997--Samsung Electronics Co., Ltd. announced today the
successful completion of its cash tender offer to acquire all of the outstanding
shares of AST Research, Inc. (NASDAQ: ASTA) not owned by Samsung for $5.40 per
share.
Preliminary results indicate that as of the final expiration of the Offer at
5:00 p.m., New York City Time, on Friday, August 8, 1997, 28,537,986 shares
(including 162,948 shares tendered by means of guaranteed delivery) had been
tendered and not withdrawn, representing approximately 90% of the outstanding
shares not owned by Samsung.
With the Offer completed, the previously announced merger of Samsung's wholly
owned subsidiary AST Acquisition, Inc. with and into AST Research, Inc. is
expected to be consummated Monday, August 11, 1997, pursuant to the short-form
merger provisions of the Delaware General Corporation Law, whereby AST Research
will become a subsidiary of Samsung. In the merger, each share of AST's common
stock not purchased in the Offer (other than shares as to which appraisal rights
are exercised) will be converted into the right to receive $5.40 in cash.
Shortly following the merger, materials will be mailed to AST stockholders whose
shares were not tendered, along with a letter of transmittal which will provide
instructions to receive the $5.40 per share.
