SC 14D9/A

 
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                Amendment No. 3
                                       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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     This Amendment No. 3 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:

     On May 19, 1997, Samsung issued a press release announcing that it has
extended its cash tender offer to acquire all of the outstanding Shares 
not currently owned by Samsung or its affiliates for $5.40 per Share. The Offer
and withdrawal rights will now expire at 5:00 p.m., New York City time, on
Tuesday, June 17, 1997, unless further extended. Consummation of the
Offer remains subject to receipt of approval by the government of the Republic
of Korea. Samsung has been informed by the Depositary that approximately
26,698,266 Shares (or approximately 85% of the outstanding Shares not owned by
Samsung or its affiliates) had been tendered as of May 19, 1997 including Shares
tendered pursuant to a Notice of Guaranteed Delivery.


Item 9.  Material to Be Filed as Exhibits.

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

Exhibit 62  Press Release, dated May 19, 1997, issued by Samsung Electronics
            Co., Ltd. 

                                       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: May 19, 1997
                                AST RESEARCH, INC.
              
                                By:   /s/ Won Suk Yang
                                    -------------------------------------------
                                    Won Suk Yang
                                    Senior Vice President of Finance, 
                                    Acting Chief Financial Officer

                                       3

 
                                 EXHIBIT INDEX
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Exhibit
  No.               Description of Exhibit
- -------             ----------------------
                 
62                  Press Release, dated May 19, 1997, issued by Samsung
                    Electronics Co., Ltd. 

 

EX-99.62

 
                                                                      EXHIBIT 62

FOR IMMEDIATE RELEASE
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                    SAMSUNG ELECTRONICS CO., LTD. ANNOUNCES
                         EXTENSION OF AST TENDER OFFER


IRVINE, CA., May 19, 1997 -- Samsung Electronics Co., Ltd. announced today that 
it has extended its cash tender offer to acquire all of the outstanding shares 
of common stock of AST Research, Inc. (NASDAQ: ASTA) not currently owned by 
Samsung for $5.40 per share. The tender offer and withdrawal rights will now
expire at 5:00 p.m., New York City time, on Tuesday, June 17, 1997, unless 
further extended.  Consummation of the tender offer remains subject to receipt 
of approval by the government of the Republic of Korea. Samsung has been 
informed by the Depositary that 26,698,266 shares (or approximately 85% of the 
outstanding shares not owned by Samsung) had been tendered as of May 19, 1997 
including shares tendered pursuant to a Notice of Guaranteed Delivery.


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