-----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, BrMFW1+zrMg37ZIXIpuZ6Rxc2a47zjf2T5tfGdfmbOzYBZjOQDkxCb3Ihk56CWtD rm+dphwFpR3SbMU7CTOswA== 0000898430-95-002140.txt : 19951106 0000898430-95-002140.hdr.sgml : 19951106 ACCESSION NUMBER: 0000898430-95-002140 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951103 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35964 FILM NUMBER: 95587179 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 13D/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 13D/A 1 SCHEDULE 13D-AMEND NO. 9 ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response.......14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* AST RESEARCH, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 001907104 (CUSIP Number) Thomas D. Magill, Esq. Gibson, Dunn & Crutcher 4 Park Plaza Irvine, CA 92714 (714) 451-3855 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 2, 1995 (Date of Event which Requires Filing of this 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 the statement / /. (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). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). This Amendment No. 9 amends and supplements the Schedule 13D dated March 6, 1995, as amended (the "Schedule 13D") of Samsung Electronics Co., Ltd., a Korean corporation and its subsidiary Samsung Electronics America, Inc., a New York corporation (collectively, "Samsung"), with respect to the Common Stock, $.01 par value, of AST Research, Inc., a Delaware corporation (the "Company"). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On November 2, 1995, Samsung and the Company entered into a non-binding letter of intent pursuant to which Samsung will provide certain additional support to AST. The arrangements include credit support, or a loan, of up to $100 million through November 30, 1996 and an increase in the Company's vendor line with Samsung, together with extended payment terms. The letter of intent provides that, in connection with the support arrangements, Samsung's equity interest in the Company would increase to as much as 49.9% if certain support targets are met, and Samsung would appoint two additional directors to the Company's board. As a result, the Samsung designated directors would represent a majority of the board. In addition, the parties agreed to negotiate further support arrangements under which Samsung's equity interest could increase to as much as 60%. The transactions described above are subject to negotiation of definitive agreements and to certain other conditions, including approval of the definitive agreements by the independent directors of the Company. A copy of the letter of intent is filed herewith as Exhibit 18 and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NO. 18 Letter of Intent dated November 2, 1995. 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: November 2, 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: Executive Director EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 18 Letter of Intent dated November 2, 1995 EX-18 2 LETTER OF INTENT EXHIBIT 18 AST RESEARCH, INC. 16215 Alton Parkway Irvine, California 92718 November 2, 1995 Samsung Electronics Co., Ltd. Samsung Main Building 250, 2-Ka, Taepyung-Ro, Chung-Ku Seoul, Korea 100-742 Gentlemen: This letter confirms our mutual understandings regarding certain support arrangements to be implemented by Samsung Electronics Co., Ltd., a Korean corporation ("Samsung"), and AST Research, Inc., a Delaware corporation ("AST"), and also sets forth our understandings with respect to certain matters related thereto. Except for the agreements set forth in paragraph 3 below, which are intended to be binding, this letter and the transactions described herein are not to be considered as a legally binding or enforceable agreement of either AST or Samsung. Rather, this letter will serve to assist the parties in negotiating and entering into enforceable Definitive Agreements. Subject to the foregoing, our understanding is as follows: 1. The Support Arrangements. Subject to the terms and conditions of definitive agreements to be entered into between AST and Samsung (all such agreements and other instruments, the "Definitive Agreements"), Samsung, or one or more wholly-owned subsidiaries of Samsung designated by Samsung, will provide the support arrangements and Samsung and AST will enter into the other transactions consistent with the terms set forth in Exhibit I attached hereto. 2. Definitive Agreements. AST and Samsung shall enter into as expeditiously as possible the Definitive Agreements pertaining to CEO and Board Composition, Amendment to Stockholder Agreement, Issuance of Additional Shares and Samsung Support Transactions, each of which shall be consistent with the terms set forth in Exhibit I attached hereto. The transactions contemplated hereby shall be subject to the final approval of the Independent Directors on the Board of Directors of AST and, if so desired by the Independent Directors or the full Board of Directors of AST, to the receipt by the Board of Directors of AST of a fairness opinion, in form and substance satisfactory to the Independent Directors, from a nationally recognized investment banking firm selected by the Independent Directors. 3. Public Announcements. Neither the parties nor their respective agents shall make any public announcement with respect to this Letter of Intent or the transactions contemplated hereby, except as required by applicable law, without prior consultation with the other party. The parties agree to make all filings required under the securities laws in connection with this Letter of Intent. Samsung Electronics Co., Ltd. November 2, 1995 Page 2 4. Governing Law. This Letter of Intent shall be governed by and construed in accordance with the laws of the State of California applicable to contracts to be performed in such state. If the foregoing is in accordance with your understanding, please return a signed copy of this letter to the undersigned. Very truly yours, AST RESEARCH, INC. By: /s/ Safi U. Qureshey --------------------------------------- Name: Safi U. Qureshey --------------------------------- Title: Chairman -------------------------------- Accepted and agreed to: SAMSUNG ELECTRONICS CO., LTD. By: /s/ Won Suk Yang ---------------------------------- Name: Won Suk Yang ----------------------------- Title: Senior Executive Managing Director ------------------------------------ EXHIBIT I TERM SHEET FOR ADDITIONAL SUPPORT CEO AND BOARD COMPOSITION . Ian Diery to be appointed CEO and to the board of directors. . Samsung designates two additional new directors (so that the Samsung designees represent a majority of the board). . Committee of the board comprised of Messrs. Goeglein (chairman), Santoro and Peltason is established to seek an agreement on Samsung ownership above the 49.9% referred to in the final bullet point below under "Conditions". AMENDMENT TO STOCKHOLDER AGREEMENT . Permit open market purchases by Samsung at any price./1/ . Retain Samsung's ownership limit at 49.9% during Standstill Period until such time as: (i) December 14, 1998 or such earlier date as the Lyons shall be amended to exempt Samsung ownership of more than 50% from the Change in Control put, (ii) the closing price for the Lyons is an agreed upon percentage in excess of the Change in Control Purchase Price for 20 consecutive trading days or (iii) the Independent Directors approve removing the 49.9% ownership limit. Thereafter, Samsung's ownership limit shall be 66 2/3%. . Remove the timing restrictions currently provided in Sections 3.1 (pro rata transactions) and 3.2 (registered public offerings); retain the ability to sell pursuant to Independent Director-approved transactions. . Eliminate provisions regarding board selection in Article 4, provided that the requirement that at least 3 directors shall be "Independent Directors" shall remain; and provided further that rights will revert to existing if Samsung sells down below 40%. Add provision that at least one Independent Director will serve on committees. Amend definition of Independent Director to require no prior relationship with the Company, Samsung or their respective affiliates. . Delete limitations on Samsung voting and proxy solicitations in Article 6, other than Section 6.3 requiring Independent Director approval of material transactions between Samsung and the Company. - ------------------- /1/ If Samsung desires to make any purchases, they and the Company will explore at that time the possibility of Samsung acquiring newly issued shares from the Company on mutually acceptable terms. ISSUANCE OF ADDITIONAL SHARES . Issue to Samsung such number of shares of Common Stock as would increase its ownership to 49.9%, in consideration of the agreements referred to herein. SAMSUNG SUPPORT TRANSACTIONS . Samsung provides the Company a line of credit or other form of credit support through 11/30/96 in the amount of US $100 million, secured by a security interest in inventory, accounts receivable, and other available assets of the Company if requested by Samsung. . Samsung increases supplier line of credit to $100 million through 11/30/96 and extends payment terms to 90 days for product shipped prior to 11/30/96. Payment terms for product shipped from 11/30/96 and prior to 12/30/96 shall be 60 days; 45 days from 12/30/96 and prior to 1/30/97; and 30 days thereafter. . It is anticipated that Samsung will provide certain other elements of support to the Company. Such benefits shall be valued as mutually agreed by Samsung and the Independent Directors. If the aggregate value of such benefits, as so determined, delivered through September 30, 1996 shall be less than an agreed upon target value, Samsung shall, at its election, either make payment in cash of the shortfall or return for cancellation such number of shares equal to the quotient obtained by dividing the amount of the shortfall by an agreed price per share. CONDITIONS . The Company receives a fairness opinion from its financial advisor regarding the foregoing. . The foregoing is approved by a majority of the non-Samsung-designated directors. . The new committee and Samsung commit to negotiate in good faith the terms on which Samsung would provide additional support and increase its ownership to the 60% level. The Company will retain the right to condition any such additional transactions on shareholder approval and/or the receipt of a fairness opinion, in addition to independent board approval and appropriate exploration of reasonably available alternatives. 2 -----END PRIVACY-ENHANCED MESSAGE-----