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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2
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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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
(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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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. 2 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")
and the related Letter of Transmittal.
Capitalized terms used and not otherwise defined herein shall have the
meanings given such term in the Schedule 13E-3.
ITEM 4. TERMS OF THE TRANSACTION
Item 4(a) is hereby amended and supplemented by addition of the following
information thereto:
A copy of Purchaser's press release with respect to early termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 is filed as Exhibit (a)(9) to the Schedule 14D-1 and is incorporated herein
by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(d)(9) Press release, dated May 5, 1997 (incorporated herein by reference
to Exhibit (a)(9) to the Schedule 14D-1).
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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: May 5, 1997
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