-----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, AlMqj3qVuVKOdk0/71gLbWPCP3GbyMjxgI9VBC2Xl/8ynsefKRTutETx4ti9JIoF CuHJVXh4JTtvfG5jleY1/w== 0001017062-97-001581.txt : 19970818 0001017062-97-001581.hdr.sgml : 19970818 ACCESSION NUMBER: 0001017062-97-001581 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970815 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: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35964 FILM NUMBER: 97665300 BUSINESS ADDRESS: STREET 1: 16215 ALTON PKWY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147274141 FILED BY: 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: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 16215 ALTON PKWY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147274141 SC 14D9/A 1 SCHEDULE 14D-9 AMENDMENT #9 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Amendment No. 9 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 & Meyers 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 =============================================================================== This Amendment No. 9 is the final amendment and amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, dated April 21, 1997, of AST Research, Inc., a Delaware corporation ("AST" or the "Company"), as amended, 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, as amended. 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, 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, as amended (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 8. Additional Information to be Furnished. This section is hereby amended and supplemented by addition of the following information thereto: The Offer expired at 5:00 p.m., New York City time, on Friday, August 8, 1997. A total of 28,448,356 Shares (or approximately 90% of the issued are outstanding Shares not already owned by Samsung and its affiliates) were purchased pursuant to the Offer. The Company has been informed that Samsung has paid for all such Shares at the Offer Price of $5.40 per Share, in cash, net to the tendering stockholder. On August 11, 1997, the Merger of AST Acquisition, Inc with and into the Company, pursuant to the short form merger provisions of the Delaware General Corporation Law, was completed and the Company became a wholly owned subsidiary of Samsung. In the Merger, Shares not previously purchased by Samsung or its affiliates were converted into the right to receive $5.40 per Share in cash. 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: August 15, 1997 AST RESEARCH, INC. By: /s/ Koon Shik Choi ----------------------------------------- Koon Shik Choi Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----