-----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, HCqMxxY39aTyda67ApGy9j+8EOE6pLsrMro8dXiG8U8zWA3uIVySCv+IXvVUIb+n /A5BHS2/gRYVbnHeWO0cbw== 0001017062-97-000112.txt : 19970203 0001017062-97-000112.hdr.sgml : 19970203 ACCESSION NUMBER: 0001017062-97-000112 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970131 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35964 FILM NUMBER: 97514821 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/A AMENDMENT #12 OMB APPROVAL --------------------------- UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997 WASHINGTON, D.C. 20549 Estimated average burden hours per response....14.90 --------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 12)* --- 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 LLP 4 Park Plaza Irvine, CA 92614 (714) 451-3855 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 30, 1997 - -------------------------------------------------------------------------------- (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. 12 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. On January 30, 1997, Samsung delivered a letter from Jong Yong Yun, President and Chief Executive Officer of Samsung, addressed to the Independent Directors of the Company, proposing to enter into negotiations with respect to the acquisition by Samsung of all of the outstanding shares of common stock of the Company not currently owned by Samsung or its affiliates at a price of $5.10 per share. Consummation of the proposed acquisition would be subject to several conditions, including negotiation and execution of a mutually satisfactory merger agreement, approval of the transaction by the Independent Directors of the Company and receipt of all required United States and Korean governmental approvals. No assurance can be given that the above conditions will be satisfied or that the proposed acquisition will be consummated. A copy of Samsung's proposal letter is attached hereto as Exhibit 22. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NO. ----------- 22 Letter from Jong Yong Yun, President and Chief Executive Officer of Samsung to the Independent Directors, dated January 30, 1997 23 Power of Attorney (Samsung Electronics America, Inc.) 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: January 31, 1997 SAMSUNG ELECTRONICS CO., LTD. By: /s/ JAE CHANG LEE ----------------------------------- Jae Chang Lee, Director/General Legal Counsel SAMSUNG ELECTRONICS AMERICA, INC. By: /s/ JAE CHANG LEE ----------------------------------- Jae Chang Lee, Attorney-in-Fact EXHIBIT INDEX
Exhibit No. Description ---------- ----------- 22 Letter from Jong Yong Yun, President and Chief Executive Officer of Samsung to the Independent Directors, dated January 30, 1997 23 Power of Attorney (Samsung Electronics America, Inc.)
EX-22 2 ACQUISITION LETTER [SAMSUNG LETTERHEAD] Exhibit 22 -------------------- January 30, 1997 The Independent Directors AST Research, Inc. 16215 Alton Parkway Irvine, California 92718 U. S. A. Gentlemen: I am pleased to inform you that Samsung Electronics Co., Ltd. ("Samsung") wishes to commence negotiations with respect to the acquisition by Samsung of all of the outstanding shares of common stock of AST Research, Inc. ("AST") not currently owned by Samsung or its affiliates at a price of $ 5.10 per share. We believe that this price is fair to AST's stockholders in light of AST's present financial condition and future prospects. As you may know, Samsung currently beneficially owns approximately 49% of the outstanding shares of AST and has provided AST with considerable financial and operational support. It is apparent that in order for AST to continue as a viable competitor in the intensely competitive PC industry, significant further support from Samsung will be necessary. The acquisition of 100% ownership of AST by Samsung would give AST direct access to Samsung's resources and would provide AST with the best reasonably available way to return to profitability. Without Samsung's ongoing operational and financial support, AST's ability to survive as an independent company is questionable. Accordingly, we believe our proposal is in the best interests not only of AST's stockholders, but all of AST's constituents, including its employees, customers and suppliers. Our proposal to enter into negotiations with you is being made in accordance with the provisions of Article 2 of the Stockholder Agreement dated as of July 31, 1995, as amended, between Samsung and AST. Consummation of the proposed acquisition would be subject to several conditions, including negotiation and execution of a mutually satisfactory merger agreement, approval of the transaction by the independent Directors and receipt of all required United States and Korean governmental approvals. We and our advisors are available to meet you at your earliest convenience to discuss our proposal and answer any questions you might have. We look forward to working with you on this transaction. Sincerely yours, /s/ JONG YONG YUN ------------------- Jong Yong Yun President & CEO EX-23 3 POWER OF ATTORNEY POWER OF ATTORNEY Exhibit 23 ----------------- KNOW ALL BY THESE PRESENTS: That SAMSUNG ELECTRONICS AMERICA, INC., a Korean corporation (the "Company"), hereby constitutes and appoints JAE CHANG LEE as its true and lawful attorney-in-fact for the Company and in its name, place and stead, as its act and deed, to execute, file and deliver such reports, schedules, notices and other documents, and any amendments thereto, relating to the Company's direct or indirect beneficial ownership or proposed acquisition of the capital stock of AST Research, Inc., a Delaware corporation ("AST") as, in each case, such attorney-in-fact deems advisable (which shall be conclusively evidenced by his taking such action), including without limitation, all filings required under the Securities Exchange Act of 1934, as amended, the Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended, and the Exon-Florio Amendment to the Defense Production Act of 1950. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed as of January 29, 1997. SAMSUNG ELECTRONICS AMERICA, INC. By: /s/ BO-SOON SONG ----------------------- Name: Bo-Soon Song Title: Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----