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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997
WASHINGTON, D.C. 20549 Estimated average burden
hours per response....14.90
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)*
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AST RESEARCH, INC.
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(Name of Issuer)
COMMON STOCK, $.01 par value
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(Title of Class of Securities)
001907104
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(CUSIP Number)
Thomas D. Magill, Esq.
Gibson, Dunn & Crutcher LLP
4 Park Plaza
Irvine, CA 92614
(714) 451-3855
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 30, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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This Amendment No. 12 amends and supplements the Schedule 13D dated
March 6, 1995, as amended (the "Schedule 13D") of Samsung Electronics Co., Ltd.,
a Korean corporation and its subsidiary Samsung Electronics America, Inc., a New
York corporation (collectively, "Samsung"), with respect to the Common Stock,
$.01 par value, of AST Research, Inc., a Delaware corporation (the "Company").
Unless otherwise defined herein, all capitalized terms shall have the meanings
ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
On January 30, 1997, Samsung delivered a letter from Jong Yong Yun,
President and Chief Executive Officer of Samsung, addressed to the Independent
Directors of the Company, proposing to enter into negotiations with respect to
the acquisition by Samsung of all of the outstanding shares of common stock of
the Company not currently owned by Samsung or its affiliates at a price of $5.10
per share. Consummation of the proposed acquisition would be subject to several
conditions, including negotiation and execution of a mutually satisfactory
merger agreement, approval of the transaction by the Independent Directors of
the Company and receipt of all required United States and Korean governmental
approvals.
No assurance can be given that the above conditions will be satisfied
or that the proposed acquisition will be consummated. A copy of Samsung's
proposal letter is attached hereto as Exhibit 22.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO.
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22 Letter from Jong Yong Yun, President and Chief Executive Officer
of Samsung to the Independent Directors, dated January 30, 1997
23 Power of Attorney (Samsung Electronics America, Inc.)
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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: January 31, 1997
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ JAE CHANG LEE
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Jae Chang Lee,
Director/General Legal Counsel
SAMSUNG ELECTRONICS AMERICA, INC.
By: /s/ JAE CHANG LEE
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Jae Chang Lee,
Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit No. Description
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22 Letter from Jong Yong Yun, President and Chief
Executive Officer of Samsung to the Independent
Directors, dated January 30, 1997
23 Power of Attorney (Samsung Electronics America, Inc.)
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[SAMSUNG LETTERHEAD] Exhibit 22
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January 30, 1997
The Independent Directors
AST Research, Inc.
16215 Alton Parkway
Irvine, California 92718
U. S. A.
Gentlemen:
I am pleased to inform you that Samsung Electronics Co., Ltd. ("Samsung")
wishes to commence negotiations with respect to the acquisition by Samsung of
all of the outstanding shares of common stock of AST Research, Inc. ("AST") not
currently owned by Samsung or its affiliates at a price of $ 5.10 per share. We
believe that this price is fair to AST's stockholders in light of AST's present
financial condition and future prospects.
As you may know, Samsung currently beneficially owns approximately 49% of
the outstanding shares of AST and has provided AST with considerable financial
and operational support. It is apparent that in order for AST to continue as a
viable competitor in the intensely competitive PC industry, significant further
support from Samsung will be necessary. The acquisition of 100% ownership of
AST by Samsung would give AST direct access to Samsung's resources and would
provide AST with the best reasonably available way to return to profitability.
Without Samsung's ongoing operational and financial support, AST's ability to
survive as an independent company is questionable. Accordingly, we believe our
proposal is in the best interests not only of AST's stockholders, but all of
AST's constituents, including its employees, customers and suppliers.
Our proposal to enter into negotiations with you is being made in
accordance with the provisions of Article 2 of the Stockholder Agreement dated
as of July 31, 1995, as amended, between Samsung and AST. Consummation of the
proposed acquisition would be subject to several conditions, including
negotiation and execution of a mutually satisfactory merger agreement, approval
of the transaction by the independent Directors and receipt of all required
United States and Korean governmental approvals.
We and our advisors are available to meet you at your earliest convenience
to discuss our proposal and answer any questions you might have. We look
forward to working with you on this transaction.
Sincerely yours,
/s/ JONG YONG YUN
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Jong Yong Yun
President & CEO
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POWER OF ATTORNEY Exhibit 23
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KNOW ALL BY THESE PRESENTS: That SAMSUNG ELECTRONICS AMERICA, INC., a
Korean corporation (the "Company"), hereby constitutes and appoints JAE CHANG
LEE as its true and lawful attorney-in-fact for the Company and in its name,
place and stead, as its act and deed, to execute, file and deliver such reports,
schedules, notices and other documents, and any amendments thereto, relating to
the Company's direct or indirect beneficial ownership or proposed acquisition of
the capital stock of AST Research, Inc., a Delaware corporation ("AST") as, in
each case, such attorney-in-fact deems advisable (which shall be conclusively
evidenced by his taking such action), including without limitation, all filings
required under the Securities Exchange Act of 1934, as amended, the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, and the Exon-Florio
Amendment to the Defense Production Act of 1950.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be
executed as of January 29, 1997.
SAMSUNG ELECTRONICS AMERICA, INC.
By: /s/ BO-SOON SONG
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Name: Bo-Soon Song
Title: Chief Executive Officer
