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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
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 & Myers 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. 2 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 May 2, 1997, the Company and Samsung received notification that they had
been granted early termination of the waiting period with respect to their
filings made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), in connection with the Offer. Termination of the HSR
Act waiting period satisfies one of the conditions to the Offer, which remains
subject to receipt of certain other governmental approvals, including approval
by the government of the Republic of Korea. The Offer is currently scheduled to
expire on May 19, 1997, unless extended.
Item 9. Material to Be Filed as Exhibits.
This subsection is hereby amended and supplemented by addition of the
following additional exhibit:
Exhibit 61 Press Release, dated May 5, 1997, issued by Samsung Electronics
Co., Ltd. (incorporated herein by reference to Exhibit (a)(9) to
the Schedule 14D-1).
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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: May 6, 1997
AST RESEARCH, INC.
By: /s/ Won Suk Yang
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Won Suk Yang
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
61 Press Release, dated May 5, 1997, issued by Samsung
Electronics Co., Ltd. (incorporated herein by reference to
Exhibit (a)(9) to the Schedule 14D-1).
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