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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 8
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. 8 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:
On August 8, 1997, Samsung issued a press release announcing that the
Offer expired at 5:00 p.m., New York City time, on Friday, August 8, 1997. A
copy of the press release issued by Samsung is filed as Exhibit 67 to this
Schedule 14D-9 and is incorporated herein by reference.
Item 9. Material to Be Filed as Exhibits.
This section is hereby amended and supplemented by addition of the
following additional exhibit:
Exhibit 67 Press Release, dated August 8, 1997, issued by Samsung Electronics
Co., Ltd.
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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 11, 1997
AST RESEARCH, INC.
By: /s/ Koon Shik Choi
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Koon Shik Choi
Chief Financial Officer
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
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<C> <S>
67 Press Release, dated August 8, 1997, issued by Samsung
Electronics Co., Ltd.
</TABLE>
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Exhibit 67
SAMSUNG ELECTRONICS CO., LTD.
COMPLETES TENDER OFFER FOR
AST RESEARCH, INC.
IRVINE, CA., August 8, 1997--Samsung Electronics Co., Ltd. announced today the
successful completion of its cash tender offer to acquire all of the outstanding
shares of AST Research, Inc. (NASDAQ: ASTA) not owned by Samsung for $5.40 per
share.
Preliminary results indicate that as of the final expiration of the Offer at
5:00 p.m., New York City Time, on Friday, August 8, 1997, 28,537,986 shares
(including 162,948 shares tendered by means of guaranteed delivery) had been
tendered and not withdrawn, representing approximately 90% of the outstanding
shares not owned by Samsung.
With the Offer completed, the previously announced merger of Samsung's wholly
owned subsidiary AST Acquisition, Inc. with and into AST Research, Inc. is
expected to be consummated Monday, August 11, 1997, pursuant to the short-form
merger provisions of the Delaware General Corporation Law, whereby AST Research
will become a subsidiary of Samsung. In the merger, each share of AST's common
stock not purchased in the Offer (other than shares as to which appraisal rights
are exercised) will be converted into the right to receive $5.40 in cash.
Shortly following the merger, materials will be mailed to AST stockholders whose
shares were not tendered, along with a letter of transmittal which will provide
instructions to receive the $5.40 per share.
