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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 3
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. 17)
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 and 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. 3 to the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") dated April 21, 1997 and Amendment No. 17 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 is hereby amended and supplemented by addition of the following
information thereto:
A copy of Purchaser's press release announcing that the Offer has been
extended and that the Offer and withdrawal rights will now expire at 5:00 p.m.,
New York City time, on Tuesday, June 17, 1997, unless further extended, is filed
as Exhibit (a)(10) 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)(10) Press release dated May 19, 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
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Name: Jae Chang Lee
Title: Director/General Legal Counsel
Dated: May 19, 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)(10) Press release dated May 19, 1997, issued by Purchaser.
</TABLE>
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EXHIBIT (a)(10)
FOR IMMEDIATE RELEASE
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SAMSUNG ELECTRONICS CO., LTD. ANNOUNCES
EXTENSION OF AST TENDER OFFER
IRVINE, CA., May 19, 1997 -- Samsung Electronics Co., Ltd. announced today that
it has extended its cash tender offer to acquire all of the outstanding shares
of common stock of AST Research, Inc. (NASDAQ: ASTA) not currently owned by
Samsung for $5.40 per share. The tender offer and withdrawal rights will now
expire at 5:00 p.m., New York City time, on Tuesday, June 17, 1997, unless
further extended. Consummation of the tender offer remains subject to receipt
of approval by the government of the Republic of Korea. Samsung has been
informed by the Depositary that 26,698,266 shares (or approximately 85% of the
outstanding shares not owned by Samsung) had been tendered as of May 19, 1997
including shares tendered pursuant to a Notice of Guaranteed Delivery.
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