SC 14D9/A

 
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             
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                                Amendment No. 1
                                       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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        AST Research, Inc., a Delaware corporation ("AST" or the "Company"),
hereby amends and supplements its Solicitation/Recommendation Statement on
Schedule 14D-9, dated April 21, 1997, 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.  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 by the First Amendment to Rights Agreement, dated as of
March 1, 1995, and the Second Amendment to Rights Agreement, dated as of April
15, 1997, 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 (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 3. IDENTITY AND BACKGROUND.

        (b)(1) and (b)(2)

        These subsections are hereby amended and supplemented by addition of the
following information to Schedule I hereto:

        AST announced on April 28, 1997 that Mr. Soon-Teak (S.T.) Kim was named
President and Chief Executive Officer following the resignation of Mr. Young Soo
(Y.S.) Kim from both posts. Mr. Y.S. Kim, who is resigning from these positions
for personal reasons, will remain as an AST board member.

        Mr. S.T. Kim, 47, was appointed a member of the board of directors of
AST on April 25, 1997. Before joining AST, Mr. S.T. Kim was Chief Executive
Officer of Samsung Heavy Industries. From January 1995 Mr. S.T. Kim was Vice
President of the Samsung Group Office of the Executive Staff, reporting directly
to Samsung Chairman Kun-Hee Lee, and from March 1994 to January 1995, served on
the Executive Staff as Senior Executive Manager. From January 1993 to March 1994
Mr. S.T. Kim served as the Senior Executive Manager of Samsung Display Devices
Co., Ltd. Mr. S.T. Kim joined the Samsung Group in 1972 and was named a member
of the Samsung Group Office of the Executive Staff in 1977. He holds a
bachelor's degree in economics from Kyongbuk National University, located in
Kyongbuk, Korea.

        Mr. S.T. Kim does not beneficially own any Shares or convertible
securities that may be exercised for Shares.


ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

       This subsection is hereby amended and supplemented by addition of the
following additional exhibit which is filed herewith:

Exhibit 60  Press Release, dated April 28, 1997, issued by AST Research, Inc.,
            Ltd. and attached hereto.

                                       2


 
                                   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: April 28, 1997           AST RESEARCH, INC.
                                

                                By: /s/ WON SUK YANG
                                    ------------------------------------------
                                    Won Suk Yang
                                    Senior Vice President and Chief Financial
                                    Officer


                                       3


 
                                 EXHIBIT INDEX
                                 -------------


Exhibit
  No.               Description of Exhibit
- -------             ----------------------

60                  Press Release, dated April 28, 1997.


                                       4

EX-99.60

 
MONDAY APRIL 28 7:00 AM EDT

AST APPOINTS NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER

IRVINE, Calif.--(BUSINESS WIRE)--April 28, 1997--AST Research Inc. today 
announced Soon-Taek (S.T.) Kim was named president and chief executive officer 
following the resignation of Young Soo (Y.S.) Kim from both posts. Y.S. Kim, who
is resigning these positions for personal reasons, will remain as an AST board 
member.

S.T. Kim was formerly chief executive officer of Samsung Heavy Industries. Prior
to that position, he was vice president of the Samsung Group Office of the 
Executive Staff, reporting directly to chairman Kun-Hee Lee on major issues 
concerning the Samsung Group. S.T. Kim has served in senior-level executive 
positions at Samsung since 1985, where he has led successful turnaround efforts 
within the company's semiconductor, monitor and heavy industry ventures. He 
holds a bachelor's degree in economics from Kyongbuk National University, 
located in Kyongbuk, Korea.

S.T. Kim stated, "My immediate priority is to restore confidence in AST among 
our customers, vendors and employees as AST and Samsung continue to work 
together to complete the pending acquisition of AST by Samsung."

Kim said that AST will remain in its current Irvine headquarters.

On April 21, 1997, Samsung commenced a cash tender offer for any and all 
outstanding AST common shares not currently owned by it and its affiliates. The 
tender offer, which is for $5.40 per share in cash, is being made pursuant to a 
merger agreement between AST and Samsung dated April 14, 1997. The tender offer 
is scheduled to expire on May 19, 1997, unless extended. Under the merger 
agreement, if the tender offer is consummated, and subject to certain 
conditions, Samsung is obligated to acquire through a merger for $5.40 per share
in cash those shares not purchased in the tender offer.

AST Research Inc. develops and markets a broad spectrum of desktop, mobile and 
server PC products that are sold in more than 100 countries worldwide. AST 
systems meet a wide range of customer needs, ranging from corporate business 
applications to advanced home and home office use. Corporate headquarters is 
located at 16215 Alton Parkway, P.O. Box 57005, Irvine, Calif. 92619-7005. 
Telephone: 714/727-4141, Fax: 714/727-9335. Information about AST and its 
products can be found on the World Wide Web at http://www.ast.com.

CONTACT: AST Research Inc.
Emory Epperson, 714/727-7958