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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
AMENDMENT NO. 9
(Final Amendment)
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. 9, the final amendment, 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 August 11, 1997 the merger of Sub with and into the Company, pursuant to
the short-form merger provisions of the Delaware General Corporation Law, was
completed and the Company thereby became a wholly owned subsidiary of Purchaser.
In the merger, Shares not previously purchased by Purchaser or its affiliates
were converted into the right to receive $5.40 per Share in cash.
Item 10. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 10 is hereby amended and supplemented by addition of the following
information thereto:
At 5:00 p.m., New York City time, on Friday, August 8, 1997, the Offer
expired. A total of 28,448,356 Shares (or approximately 90% of the issued and
outstanding Shares not already owned by Purchaser and its affiliates) were
purchased pursuant to the Offer. The Purchaser has paid for all such shares at
the Offer Price of $5.40 per Share, in cash, net to the tendering stockholder.
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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
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Name: Koon Shik Choi
Title: Chief Financial Officer
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ JAE CHANG LEE
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Name: Jae Chang Lee
Title: Director/General Legal Counsel
Dated: August 15, 1997
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