-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, N8frseu1tiu+szUNNX4KYgrasSJjCRfq1xevYeJh5K1BGLGWqkaGpCbrxNlSIRkZ vh4B2mb5YWptkM2umtte+A== 0000898430-95-001332.txt : 19950728 0000898430-95-001332.hdr.sgml : 19950728 ACCESSION NUMBER: 0000898430-95-001332 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950727 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AST RESEARCH INC /DE/ CENTRAL INDEX KEY: 0000725182 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 953525565 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35964 FILM NUMBER: 95556650 BUSINESS ADDRESS: STREET 1: 16215 ALTON PKWY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147274141 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAMSUNG ELECTRONICS CO LTD /FI CENTRAL INDEX KEY: 0000879316 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 953170778 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 250 2 KA TAEPYUNG RO CHUNG KU STREET 2: SEOUL CITY: KOREA STATE: M5 ZIP: 100742 BUSINESS PHONE: 8227277020 MAIL ADDRESS: STREET 1: 250 2 KA TAEPYUNG RO CHUNG KU STREET 2: SEOUL CITY: KOREA STATE: M5 ZIP: 100742 FORMER COMPANY: FORMER CONFORMED NAME: SAMSUNG ELECTRONICS CO LTD /FI DATE OF NAME CHANGE: 19950302 SC 14D1/A 1 AMENDMENT #6 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- AMENDMENT #6 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 -------------- AST RESEARCH, INC. - -------------------------------------------------------------------------------- (NAME OF SUBJECT COMPANY) SAMSUNG ELECTRONICS CO., LTD. SAMSUNG ELECTRONICS AMERICA, INC. - -------------------------------------------------------------------------------- (BIDDERS) Common Stock, $.01 par value per share (Including the Associated Rights) - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 001907104 - -------------------------------------------------------------------------------- (CUSIP NUMBER OF CLASS OF SECURITIES) Jae Chang Lee 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) Copy to: Thomas Magill, Esq. Gibson, Dunn & Crutcher Jamboree Center, 4 Park Plaza Irvine, CA 92714 (714) 451-3855 - -------------------------------------------------------------------------------- CUSIP NO.: 001907104 14D-1 AND 13D - --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Samsung Electronics America, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,890,000* - -------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 40.25%* - -------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- - --------------- *Prior to the execution of the agreement described below, neither Samsung Electronics Co., Ltd., a Korean corporation ("Samsung Electronics") nor its wholly owned subsidiary Samsung Electronics America, Inc., a New York corporation ("Samsung America"), beneficially owned any shares of the common stock, $.01 par value per share (the "Common Stock"), of AST Research, Inc. (the "Company"). On February 27, 1995, Samsung Electronics and the Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which Samsung Electronics agreed to purchase 6,440,000 newly issued shares of Common Stock for $19.50 per share (the "First Issuance Shares") and to commence an offer (the "Offer") to purchase 5,820,000 additional shares of Common Stock (the "Offer Shares") for $22.00 per share from the Company's stockholders (the "Offer"). Samsung Electronics also agreed to purchase such additional number (5,630,000 based on the 2 number of shares of the Company issued and outstanding as of the date of the Stock Purchase Agreement) of shares of Common Stock (the "Second Issuance Shares") for $22.00 per share as may be required such that, upon issuance thereof to Samsung Electronics at the closing of the transactions contemplated by the Stock Purchase Agreement, and together with the First Issuance Shares and the number of Offer Shares actually purchased pursuant to the Offer, Samsung Electronics' percentage ownership of the total number of votes that may be cast in the election of directors of the Company at an annual meeting of the Company's stockholders, assuming all shares of voting stock of the Company were present and voting, would equal 40.25%. The Stock Purchase Agreement permits Samsung Electronics to exercise any or all of its rights and/or fulfill any or all of its obligations thereunder in conjunction with or through one or more wholly owned subsidiaries of Samsung Electronics. Accordingly, Samsung Electronics has assigned to Samsung America its rights to purchase the Offer Shares, the Second Issuance Shares, and certain of the First Issuance Shares. Based on the foregoing, after consummation of the Offer and the transactions contemplated by the Stock Purchase Agreement, Samsung America and Samsung Electronics will together beneficially own 40.25% of the outstanding shares of Common Stock based on the number of shares of the Company issued and outstanding as of the date of the Stock Purchase Agreement. 3 This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule 14D-1 and Schedule 13D dated March 6, 1995, as amended (the "Schedule 14D-1"), of Samsung Electronics Co., Ltd., a Korean corporation ("Samsung Electronics"), filed in connection with Samsung Electronics' offer to purchase up to 5,820,000 shares of the outstanding Common Stock, par value $.01 per share, and the associated preferred stock purchase rights issued pursuant to the Amended and Restated Rights Agreement dated as of January 28, 1994 between the Company and American Stock Transfer & Trust Company, as amended as of March 1, 1995 (collectively, the "Common Stock") of AST Research, Inc., a Delaware corporation (the "Company"), as set forth in the Schedule 14D-1 (the "Offer"). The purpose of this Amendment No. 6 is to reflect (i) the assignment by Samsung Electronics of certain of its rights to purchase shares of Common Stock of the Company pursuant to the Stock Purchase Agreement described below, including the right to purchase shares pursuant to the Offer, to its wholly owned subsidiary Samsung Electronics America, Inc., a New York corporation ("Samsung America"); and (ii) Samsung America's financing of a portion of the Offer through its issuance of floating rate notes as described herein. Accordingly, this Statement now relates to (i) the purchase by Samsung America of up to 5,820,000 shares of the outstanding Common Stock of the Company (the "Offer Shares") upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 6, 1995 and in the related Letter of Transmittal (which together constitute the "Offer"), at the purchase price of $22.00 per Share, net to the tendering stockholder in cash; and (ii) the ownership by Samsung America and Samsung Electronics of an aggregate of 40.25% of the outstanding shares of Common Stock (based on the number of shares of the Company issued and outstanding as of the date of the Stock Purchase Agreement), consisting of the Offer Shares and a total of 12,070,000 additional shares of Common Stock to be issued by the Company pursuant to that certain Stock Purchase Agreement dated as of February 27, 1995 between the Company and Samsung Electronics, as amended by Amendment No. 1 thereto (the "Stock Purchase Agreement"). ITEM 2. IDENTITY AND BACKGROUND. (a)-(d); (g) Samsung America is a New York corporation. The name, business address, present principal occupation or employment, the material occupations, positions, offices or employments for the past five years and citizenship of each executive officer and director of Samsung America, and the name, principal business and address of any corporation or other organization in which such occupations, positions, officers and employments are or were carried on are set forth below: Bo-Soon Song Director; Chief Executive Officer of Samsung Samsung Electronics America, Inc Electronics America, Inc. since January 105 Challenger Road 1995; Senior Managing Director of Samsung Ridgefield Park, NJ 07660 Electronics America, Inc. from March 1992 to December 1994; Director of Samsung Electronics America, Inc. from July 1991 to February 1992; Acting Director of Samsung Electronics America, Inc. from March 1989 to June 1991. Citizenship: Republic of Korea 4 In-Soo Kim Director; Executive Vice President and Chief Samsung Electronics America, Inc. Financial Officer of Samsung Electronics 105 Challenger Road America, Inc. since March 1990. Ridgefield Park, NJ 07660 Citizenship: Republic of Korea Young On Kim Director; Chief Operating Officer, Samsung Samsung Electronics America, Inc. Electronics America, Inc. since January 105 Challenger Road 1995; President of Samsung Electronics Ridgefield Park, NJ 07660 America, Inc. from October 1993 to December 1994; Chief Executive Officer of Central and South America Operations, Samsung Electronics from January 1993 to September 1993. Citizenship: Republic of Korea Ki Ryong Song Director; President, Samsung Electronics Samsung Electronics America, Inc. America, Inc. from December 1994-present; 105 Challenger Road Executive Vice President; Consumer Ridgefield Park, NJ 07660 Electronics Division of Samsung Electronics America, Inc. from June 1991-November 1994. Citizenship: Republic of Korea (e); (f) During the last five years, Samsung America or, to the best of its knowledge, any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such law. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The total amount of funds required by Samsung America and Samsung Electronics to purchase the Offer Shares and the New Issue Shares is approximately $377.5 million. Samsung Electronics will provide approximately $75.5 million of such funds from its working capital. Samsung America will provide the remaining approximately $302 million, approximately $113 million of which will come from its working capital and approximately $189 million of which will be financed through an issuance by Samsung America of Floating Rate Notes (the "Notes"). Set forth below is a summary description of the Notes. The summary description does not purport to be complete. There can be no assurance that the terms set forth below will be contained as described in the definitive documentation with respect to the Notes, and such documentation will include provisions in addition to those described. The issuance of the Notes will be arranged by BA Asia Limited and several arrangers. The Notes will mature five-years from their date of issuance, will bear interest at the London interbank offered rate ("LIBOR") plus .35% payable in arrears every six months and will be 5 guaranteed by Samsung Electronics. It is anticipated that the Notes will be listed on the Luxembourg Stock Exchange. The documentation governing the Notes will include representations and warranties, funding and yield protection provisions, covenants, events of default and other provisions determined by the arrangers to be appropriate for transactions of this type. Samsung America will pay commissions in connection with the issuance of the Notes and an agency fee to the arrangers and pay certain of the expenses of the arrangers incurred in connection with the issuance of the Notes. Samsung America anticipates that the Notes will be repaid from a variety of sources, which may include, but may not be limited to, funds generated internally by Samsung America and its affiliates, bank refinancing, and the public or private sale of debt or equity securities. No decision has been made concerning the method Samsung America or its affiliates will employ to repay such indebtedness. Such decision will be made based on Samsung America's review from time to time of the advisability of particular actions, as well as on prevailing interest rates and financial and other economic conditions and such other factors as Samsung America may deem appropriate. Samsung Electronics will guaranty payment of the Notes. (c) Not applicable. 6 SIGNATURE 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. Dated: July 27, 1995 SAMSUNG ELECTRONICS CO., LTD. /s/ Heon H. Chung ------------------------------------------ Name: Heon H. Chung Title: Executive Director SAMSUNG ELECTRONICS AMERICA, INC. /s/ Bo-Soon Song ------------------------------------------ Name: Bo-Soon Song Title: Chief Executive Officer 7 -----END PRIVACY-ENHANCED MESSAGE-----