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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
AMENDMENT NO. 4
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)
_______________
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 (714) 620-1555 (714) 760-9600
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This Amendment No. 4 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 terms 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:
On June 18, 1997, Purchaser issued a press release announcing that the
Offer has been extended in order to allow additional time for the receipt of the
required approvals by the government of the Republic of Korea. All other
government approvals have been obtained. The Offer and withdrawal rights will
now expire at 5:00 p.m., New York City time, on Tuesday, July 1, 1997, unless
further extended.
A copy of the press release issued by Purchaser is filed as Exhibit (a)(11)
to Purchaser's Tender Offer Statement on Schedule 14D-1 dated April 21, 1997, as
amended (the "Schedule 14D-1"), and is incorporated herein by reference.
Item 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Items 6(a) and 6(c) are hereby amended and supplemented by addition of the
following information thereto:
The total amount of funds required by Purchaser to purchase the Shares
pursuant to the Offer and to pay related fees and expenses is estimated to be
approximately $173 million. Purchaser will provide approximately $25 million
from its working capital and intends to obtain approximately $148 million from a
bank loan facility to be arranged by The Korea Development Bank ("KDB"). KDB
has delivered a proposal pursuant to which KDB has indicated that it is willing
to arrange through a syndicate of financial institutions loan facilities
(collectively, the "Loan Facility") of 17.1 billion Japanese yen (approximately
$148 million).
Set forth below is a summary description of the proposed Loan Facility.
The summary description does not purport to be complete. There can be no
assurance that the terms set forth
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below will be contained as described in the definitive documentation with
respect to the Loan Facility, and such documentation will include provisions in
addition to those described.
The Loan Facility will consist of a five-year term loan. There will be no
scheduled principal payments prior to maturity. The loan will bear interest at
the London Interbank Offered Rate ("LIBOR") plus .50% payable in arrears every
six months. Purchaser will pay commitment, arrangement and agency fees in
connection with the Loan Facility and will reimburse the lenders for certain
out-of-pocket expenses.
The Loan Facility will include conditions precedent to the lenders' funding
obligations, including receipt of all required governmental approvals and
negotiation, execution and delivery of mutually satisfactory loan documentation
containing representations and warranties, funding and yield protection
provisions, covenants, events of default and provisions determined by the
lenders to be appropriate for transactions of this type. The Loan Facility will
be unsecured but will contain a covenant limiting Purchaser's ability to
encumber its assets.
Purchaser anticipates that the indebtedness incurred under the Loan
Facility will be repaid from a variety of sources, which may include, but may
not be limited to, funds generated internally by Purchaser and its affiliates,
bank refinancing and public or private sale of debt or equity securities. No
decision has been made concerning the method Purchaser will employ to repay such
indebtedness. Such decision will be made based on Purchaser's review from time
to time of the advisability of particular actions, as well as on prevailing
interest rates and financial and other economic conditions and such other
factors as Purchaser may deem appropriate.
Item 16. ADDITIONAL INFORMATION
Items 16 is hereby amended and supplemented by addition of the following
information thereto:
Settlement of the California Action. Following the execution of the
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Memorandum of Understanding by the Delaware Plaintiffs, negotiations occurred
between counsel for Purchaser and plaintiff Daniel Sigler regarding a possible
settlement of the California Action. As a part of this process, certain
discussions also occurred between the Special Committee and its counsel, on the
one hand, and Mr. Sigler, on the other. As a result of such negotiations, as
of June 18, 1997, Purchaser entered into a memorandum of understanding with Mr.
Sigler and the Delaware Plaintiffs (the "Sigler Memorandum of Understanding").
The Sigler Memorandum of Understanding provides, among other things, that
Mr. Sigler will seek dismissal of the California Action, without prejudice,
based upon the pendency of the Delaware Action, which incorporates much of the
same claims brought on behalf of the same class of plaintiffs, and the pending
settlement of the Delaware Action. Additionally, Mr. Sigler will become an
associated co-counsel and member of the plaintiffs' counsels' committee in the
Delaware Action. The Sigler Memorandum of Understanding further provides that,
to the extent the Court in the Delaware Action makes an award of attorneys' fees
to plaintiffs' counsel in connection with their efforts, Mr. Sigler shall
receive up to $110,000 or 12% of the total amount of attorneys' fees awarded,
whichever amount is less. In the event the Court in the Delaware
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Action also awards costs and expenses, Mr. Sigler shall receive no portion of
that award. In addition, Mr. Sigler agreed not to seek any award of attorneys'
fees or costs in connection with the dismissal of the California Action.
The parties further agreed that, after execution of a Stipulation of
Settlement and final Court approval of the settlement, including class release
and dismissal of the Delaware Action, plaintiffs' counsel of record in the
Delaware Action, including Mr. Sigler, will jointly apply to the Delaware
Chancery Court for an award of attorneys' fees not to exceed $935,000 and an
award of expenses not to exceed $50,000, and Purchaser will pay such fees and
costs. Defendants will not oppose the application for attorneys' fees and
expenses. The Purchaser further agreed to disseminate notice of the settlement
of both the California Action and the Delaware Action to the class and to pay
costs and expenses incurred in providing such notice. The parties intend to
seek to complete as soon as possible the process of entering into, implementing
and seeking Delaware Chancery Court approval of, the settlement agreement
contemplated by the Delaware Memorandum of Understanding and the Sigler
Memorandum of Understanding.
Item 17. MATERIAL TO BE FILED AS EXHIBITS
Item 17 is hereby amended and supplemented by addition of the following
exhibit thereto:
(d)(11) Press release, dated June 18, 1997, issued by Purchaser
(incorporated herein by reference to Exhibit (a)(11) 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.
By: /s/ Koon Shik Choi
-------------------
Name: Koon Shik Choi
Title: Chief Financial Officer
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Jae Chang Lee
------------------
Name: Jae Chang
Title: Director/General Legal Counsel
Dated: June 18, 1997
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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(d)(11) Press release, dated June 18, 1997, issued by
Purchaser (incorporated herein by reference to
Exhibit (a)(11) to the Schedule 14D-1.)
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