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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 16)
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 & 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. 2 to the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") dated April 21, 1997 and Amendment No. 16 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 term in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
Items 10(b)-(c) are hereby amended and supplemented by addition of the
following information thereto:
A copy of Purchaser's press release with respect to early termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 is filed as Exhibit (a)(9) to the Schedule 14D-1 and is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(9) Press release dated May 5, 1997.
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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 5, 1997
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EXHIBIT (a)(9)
PRESS RELEASE
FOR IMMEDIATE RELEASE:
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SAMSUNG ELECTRONICS CO., LTD. ANNOUNCES
EARLY TERMINATION OF HART-SCOTT-RODINO
IRVINE, CA, May 5, 1997 -- Samsung Electronics Co., Ltd. announced that it was
granted early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 in connection with its previously announced
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. Termination of the Hart-Scott-Rodino waiting period satisfies one of the
conditions to Samsung's tender offer, which remains subject to receipt of
certain other governmental approvals, including approval by the government of
the Republic of Korea. The tender offer is currently scheduled to expire on May
19, 1997, unless extended.
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