0000898430-95-001366.txt : 19950802 0000898430-95-001366.hdr.sgml : 19950802 ACCESSION NUMBER: 0000898430-95-001366 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950801 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: 95558028 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 AMEND #7 SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- AMENDMENT #7 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 -------------------------------------------------------------------------------- This Amendment No. 7 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"), and Samsung Electronics America, Inc., a New York corporation ("Samsung America"), filed in connection with Samsung America's 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, as amended (the "Offer"). ITEM 10. ADDITIONAL INFORMATION. A copy of Samsung Electronics' press release with respect to the expiration of the Offer is filed as Exhibit (a)(15) to the Schedule 14D-1 and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(15) Press release, dated July 31, 1995. 2 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 31, 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 3 EXHIBIT INDEX Exhibit No. Description ----------- ------------------------ (a)(15) Press release, dated July 31, 1995. 4 EX-99.(A)(15) 2 PRESS RELEASE NEWS RELEASE [LETTERHEAD OF MACKENZIE PARTNERS, INC.] CONTACT: ------- GRACE COSACHOV (212) 929-5802 FOR IMMEDIATE RELEASE: --------------------- SAMSUNG ANNOUNCES EXPIRATION OF AST TENDER OFFER SAN JOSE, CA., July 31, 1995 -- Samsung Electronics Co., Ltd. announced today that its previously announced cash tender offer to acquire up to 5,820,000 shares of common stock of AST Research, Inc. (NASDAQ:ASTA) at $22.00 per share expired at 6:00 p.m., New York City time, on Friday, July 28, 1995. Samsung has been informed by the Depositary that approximately 27,827,975 shares of AST common stock had been validly tendered and not withdrawn or tendered pursuant to notices of guaranteed delivery. On the basis of this preliminary number, Samsung expects to purchase approximately 20.9% of the shares tendered on a pro-rata basis. Samsung expects to announce the final proration number on August 7, 1995, following which payment for purchased shares will be made and certificates for shares not purchased due to proration will be returned. Samsung also announced today the consummation of its acquisition of additional newly-issued shares of AST such that, including the 5,820,000 shares to be purchased by Samsung in the tender offer, Samsung will own an approximately 40% interest in AST.