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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934)
AST RESEARCH, INC.
(NAME OF THE ISSUER)
SAMSUNG ELECTRONICS CO., LTD.
AST RESEARCH, INC.
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
(TITLE OF CLASS OF SECURITIES)
001907104
(CUSIP NUMBER OF CLASS OF SECURITIES)
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<S> <C>
JAE CHANG LEE, ESQ. RANDALL G. WICK, ESQ.
SAMSUNG ELECTRONICS CO., LTD. AST RESEARCH, INC.
SAMSUNG MAIN BUILDING 16215 ALTON PARKWAY
250, 2-KA, TAEPYUNG-RO, CHUNG-KU IRVINE, CALIFORNIA 92718
SEOUL, KOREA 100-742 (714) 727-7777
011-82-2-727-7100
</TABLE>
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
COPIES TO:
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<S> <C> <C>
THOMAS D. MAGILL, ESQ. HENRY LESSER, ESQ. GARY J. SINGER, ESQ.
GIBSON, DUNN & CRUTCHER LLP IRELL & MANELLA LLP O'MELVENY & MYERS LLP
JAMBOREE CENTER, 4 PARK PLAZA 333 SOUTH HOPE STREET, SUITE 3300 616 NEWPORT CENTER DRIVE, SUITE 1700
IRVINE, CALIFORNIA 92614 LOS ANGELES, CALIFORNIA 90071 NEWPORT BEACH, CALIFORNIA 92660
(714) 451-3800 (213) 620-1555 (714) 760-9600
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This Amendment No. 1 amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3 dated April 21, 1997 (the "Schedule 13E-3") of
Samsung Electronics Co., Ltd., a Korean corporation ("Purchaser"), and AST
Research, Inc., a Delaware corporation (the "Company") filed in connection
with the tender offer by Purchaser to purchase all outstanding shares of
common stock, par value $.01 per share, of the Company (the "Common Stock")
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").
Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Schedule 13E-3.
ITEM 2.IDENTITY AND BACKGROUND
Item 2(g) is hereby amended and supplemented by addition of the following
information hereto:
On April 28, 1997, AST announced Mr. Soon-Teak (S.T.) Kim was named
President and Chief Executive Officer following the resignation of Mr. Young
Soo (Y.S.) Kim from both posts. Mr. Y.S. Kim, who is resigning from these
positions for personal reasons, will remain as an AST board member.
Mr. S.T. Kim, 47, was appointed a member of the board of directors of the
Company on April 25, 1997. Before joining AST, Mr. S.T. Kim was Chief
Executive Officer of Samsung Heavy Industries. From January 1995 until
assuming his position with Samsung Heavy Industries, Mr. S.T. Kim was Vice
President of the Samsung Group Office of the Executive Staff, reporting
directly to Samsung Chairman Kun-Hee Lee, and from March 1994 to January 1995,
served on the Executive Staff as Senior Executive Manager. From January 1993
to March 1994 Mr. S.T. Kim served as the Senior Executive Manager of Samsung
Display Devices Co., Ltd. Mr. S.T. Kim joined the Samsung Group in 1972 and
was named a member of the Samsung Group Office of the Executive Staff in 1977.
He holds a bachelor's degree in economics from Kyongbuk National University,
located in Kyongbuk, Korea.
Mr. S.T. Kim does not beneficially own any Shares or convertible securities
that may be exercised for Shares.
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SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
AST RESEARCH, INC.
/s/ Won Suk Yang
By: _________________________________
Name: Won Suk Yang
Title: Senior Vice President and
Chief Financial Officer
SAMSUNG ELECTRONICS CO., LTD.
/s/ Jae Chang Lee
By: _________________________________
Name: Jae Chang Lee
Title: Director/General Legal Counsel
Dated: April 28, 1997
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