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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 9
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d) (4)
of the Securities Exchange Act of 1934
AST Research, Inc.
(Name of Subject Company)
AST Research, Inc.
(Name of Person 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)
Randall G. Wick, Esq.
Vice President and General Counsel
AST Research, Inc.
16215 Alton Parkway
Irvine, California 92718
(714) 727-7777
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of the person filing statement)
with a copy to:
Gary J. Singer, Esq. Henry Lesser, Esq.
O'Melveny & Meyers LLP Irell & Manella LLP
610 Newport Center Drive 333 South Hope Street
Suite 1700 Suite 3300
Newport Beach, CA 92660-6429 Los Angeles, CA 90071
(714) 760-9600 (213) 620-1555
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This Amendment No. 9 is the final amendment and amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated April 21, 1997,
of AST Research, Inc., a Delaware corporation ("AST" or the "Company"), as
amended, relating to the tender offer (the "Offer") by Samsung Electronics Co.,
Ltd., a Korean corporation ("Purchaser" or "Samsung"), described in a Tender
Offer Statement on Schedule 14D-1, dated April 21, 1997, as amended. The Offer
by Samsung relates to the purchase of all outstanding common stock, par value
$.01 per share, of the Company (the "Common Stock"), including 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 AST Research, Inc. and
American Stock Transfer and Trust Company, as Successor Rights Agent, as
amended, not owned by Samsung or its affiliates at $5.40 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated April 21, 1997, of the Purchaser, as amended (the
"Offer to Purchase"). The Offer is being made pursuant to the terms of an
Agreement and Plan of Merger, dated as of April 14, 1997, by and among
Purchaser, AST Acquisition, Inc., a Delaware corporation and wholly-owned
subsidiary of Purchaser, and the Company. Capitalized terms used and not
otherwise defined herein have the meanings set forth in the Offer to Purchase.
Item 8. Additional Information to be Furnished.
This section is hereby amended and supplemented by addition of the
following information thereto:
The Offer expired at 5:00 p.m., New York City time, on Friday, August 8,
1997. A total of 28,448,356 Shares (or approximately 90% of the issued are
outstanding Shares not already owned by Samsung and its affiliates) were
purchased pursuant to the Offer. The Company has been informed that Samsung has
paid for all such Shares at the Offer Price of $5.40 per Share, in cash, net to
the tendering stockholder.
On August 11, 1997, the Merger of AST Acquisition, Inc with and into the
Company, pursuant to the short form merger provisions of the Delaware General
Corporation Law, was completed and the Company became a wholly owned subsidiary
of Samsung. In the Merger, Shares not previously purchased by Samsung or its
affiliates were converted into the right to receive $5.40 per Share in cash.
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SIGNATURE
After reasonable 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: August 15, 1997
AST RESEARCH, INC.
By: /s/ Koon Shik Choi
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Koon Shik Choi
Chief Financial Officer
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