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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4
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. 4 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 June 18, 1997, Samsung issued a press release announcing that it has
extended its cash tender offer to acquire all of the outstanding Shares
not currently owned by Samsung or its affiliates for $5.40 per Share. 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. Consummation of the
Offer remains subject to receipt of approval by the government of the Republic
of Korea. Samsung has been informed by the Depositary that approximately
27,390,884 Shares (or approximately 87% of the outstanding Shares not owned by
Samsung or its affiliates) had been tendered as of June 17, 1997. A copy of the
press release issued by Samsung is filed as Exhibit 63 to this Schedule 14D-9
and is incorporated herein by reference.
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 attorney's 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 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 9. Material to Be Filed as Exhibits.
This section is hereby amended and supplemented by addition of the
following additional exhibit:
Exhibit 63 Press Release, dated June 18, 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: June 18, 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>
63 Press Release, dated June 18, 1997, issued by Samsung
Electronics Co., Ltd.
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EXHIBIT 63
FOR IMMEDIATE RELEASE
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SAMSUNG ELECTRONICS CO., LTD. ANNOUNCES
EXTENSION OF AST TENDER OFFER
IRVINE, CA., June 18, 1997 -- Samsung Electronics Co., Ltd. announced today
that it has extended its cash tender offer to acquire all of the outstanding
shares of AST Research, Inc. (NASDAQ: ASTA) not currently owned by Samsung for
$5.40 per share. The offer is being extended 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 tender offer and
withdrawal rights will now expire at 5:00 p.m., New York City time, on Tuesday,
July 1, 1997, unless further extended. Samsung has been informed by the
Depositary that 27,390,884 shares (or approximately 87% of the outstanding
shares not owned by Samsung) had been tendered as of June 17, 1997.
