-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mghd6rM+ySeFgteiZo/WxNKuugncne2OpQQqbfzKHU3ma6rTott/Ny/CnDYj75U+ vRurPjsNeV6nHNFcjwTUoA== 0000096289-96-000008.txt : 19960715 0000096289-96-000008.hdr.sgml : 19960715 ACCESSION NUMBER: 0000096289-96-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960712 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TANDY CORP /DE/ CENTRAL INDEX KEY: 0000096289 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 751047710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-12406 FILM NUMBER: 96594271 BUSINESS ADDRESS: STREET 1: 1800 ONE TANDY CNTR STREET 2: P O BOX 17180 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173903700 MAIL ADDRESS: STREET 1: P O BOX 17180 CITY: FORTH WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: TANDY LEATHER CO DATE OF NAME CHANGE: 19681216 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HIDE & LEATHER CO DATE OF NAME CHANGE: 19660825 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANDY CORP /DE/ CENTRAL INDEX KEY: 0000096289 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 751047710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1800 ONE TANDY CNTR STREET 2: P O BOX 17180 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173903700 MAIL ADDRESS: STREET 1: P O BOX 17180 CITY: FORTH WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: TANDY LEATHER CO DATE OF NAME CHANGE: 19681216 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HIDE & LEATHER CO DATE OF NAME CHANGE: 19660825 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AST Research, Inc. ____________________________________________________ (Name of Issuer) Common Stock ____________________________________________________ (Title of Class of Securities) 001 907 104 ____________________________________________________ (CUSIP Number) Herschel C. Winn, Senior Vice President Tandy Corporation 1800 One Tandy Center Fort Worth, Texas 76102 (817) 390-3752 ____________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 1996 ____________________________________________________ (Date of Event which Requires Filing of Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ X ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.)(See Rule 13d-7.) (1) SCHEDULE 13D CUSIP NO. 001 907 104 Page 2 of 5 Pages _______________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TANDY CORPORATION, 75-1047710 _______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] _______________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________ 4 SOURCE OF FUNDS* OO _______________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] _______________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 4,498,594 SHARES ________________________________________________________ OWNED BY 8 SHARED VOTING POWER EACH NONE REPORTING ________________________________________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 4,498,594 ________________________________________________________ 10 SHARED DISPOSITIVE POWER NONE _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,498,594 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% (all outstanding common stock) _______________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _______________________________________________________________________ (2) SCHEDULE 13D CUSIP NO. 001 907 104 Page 3 of 5 Pages Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $.01 per share of AST Research, Inc., a Delaware corporation ("AST"). Principal executive officers of AST: Name and Title Address Ian W. Diery, President and 16215 Alton Parkway Chief Executive Officer Irvine, California 92718 Gerald T. Devlin, Senior Vice 16215 Alton Parkway President, Americas Irvine, California 92718 Dennis R. Leibel, Senior Vice 16215 Alton Parkway President, Legal, Administration, Irvine, California 92718 and Secretary Gary D. Weaver, Senior Vice 16215 Alton Parkway President, Worldwide Manufacturing Irvine, California 92718 Operations Michael Willcocks, Senior Vice 16215 Alton Parkway President, Asia Pacific Region Irvine, California 92718 Mark P. de Raad, Vice President, 16215 Alton Parkway Controller and Principal Accounting Irvine, California 92718 Officer Item 2. Identity and Background (a) Name of Filing Person: Tandy Corporation (b) Business Address of Filing Person: 1800 One Tandy Center Fort Worth, Texas 76102 (c) Principal Occupation: Not Applicable (d) Certain Criminal Proceedings: Not Applicable. Filing Person has not been convicted of a violation of any state or federal securities laws in one of the named types of criminal proceedings during the last five calendar years. (e) Certain Civil Proceedings: Not Applicable. Filing Person has not been a party to any civil proceeding involving a judgment, decree or final order enjoining future violations of or prohibiting or mandating certain actions subject to state or federal securities laws or finding any violations with respect to such laws. (f) Jurisdiction of organization: A Delaware corporation Item 3. Source and Amount of Funds or Other Consideration See response to Item 4 below. (3) SCHEDULE 13D CUSIP NO. 001 907 104 Page 4 of 5 Pages Item 4. Purpose of Transaction Pursuant to an Agreement for Purchase and Sale of Assets dated as of June 30, 1993 between and among AST and Tandy Corporation, TE Electronics, Inc. and GRID Systems Corporation (the "Agreement for Purchase and Sale of Assets"), on July 11, 1996 AST issued to Tandy Corporation 4,498,594 shares of AST common stock, par value $.01 per share ("Common Stock"). The Common Stock was issued to Tandy Corporation by AST as partial payment of its obligations under a Promissory Note dated July 12, 1992 delivered by AST to Tandy Corporation under the Agreement for Purchase and Sale of Assets. On June 11, 1996, AST filed a Registration Statement on Form-S-3 with the Securities and Exchange Commission ("SEC") to register the Common Stock under the Securities Act of 1933. As of July 11, 1996 such Registration has not yet been declared effective by the SEC. Depending on a variety of factors, including market conditions and prices, Tandy Corporation currently intends to dispose of some or all of the shares of Common Stock. The disposition of the shares of Common Stock may be effected from time to time in one or more transactions at prices and terms then obtainable or in negotiated transactions at negotiated prices. In connection with its ownership of the common Stock, Tandy Corporation may from time to time in its sole discretion, engage in hedging transactions with broker-dealers or other financial institutions. Item 5. Interest in Securities of the Issuer (a) Aggregate Number and Percent of Class of Securities: 4,498,594 shares of AST Common Stock which is approximately 7.8% of AST common stock outstanding. (b) Sole Voting and Dispositive Power: 4,498,594 shares. (c) Transactions in Common Stock During the Next Sixty Days: See Response to Item 4. (d) Other Persons with Right to Receive or Direct the Receipt of Dividends From, or The Proceeds From the Sale of Such Securities: None. (e) Date on Which Person Ceased to Own Securities: Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not Applicable Item 7. Material to Be Filed as Exhibits (1) Not Applicable (2) a) Agreement for Purchase and Sale of Assets (3) Not Applicable 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. July ___, 1996 ________________________________________ Dwain H. Hughes Senior Vice President and Chief Financial Officer (4) SCHEDULE 13D CUSIP NO. 001 907 104 Page 5 of 5 Pages INDEX TO EXHIBITS EXHIBIT PAGE NO. DESCRIPTION NO. _______ ___________ ____ 2 (a) Agreement for Purchase and Sale of Assets dated as of June 30, 1993 between AST Research, Inc. as Purchaser and Tandy Corporation, TE Electronics Inc., and GRID Systems Corporation, as Sellers (without exhibits) (filed as Exhibit 2 to Tandy Corporation July 13, 1993 Form 8-K filed on July 27, 1993, Accession No. 0000096289-93-000004 and incorporated herein by this reference). (5) -----END PRIVACY-ENHANCED MESSAGE-----