SC 14D9/A

 
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
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                                Amendment No. 5
                                      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

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     This Amendment No. 5 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 July 2, 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
Monday, July 21, 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
27,891,897 Shares (or approximately 88% of the outstanding Shares not owned by
Samsung or its affiliates) had been tendered as of July 1, 1997. A copy of the
press release issued by Samsung is filed as Exhibit 64 to this Schedule 14D-9
and is incorporated herein by reference.

Item 9.  Material to Be Filed as Exhibits.

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

Exhibit 64  Press Release, dated July 2, 1997, issued by Samsung Electronics
            Co., Ltd. 

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                                   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:  July 2, 1997
                                  AST RESEARCH, INC.

                                  By:   /s/ Koon Shik Choi
                                      -----------------------------------------
                                      Koon Shik Choi
                                      Chief Financial Officer  

                                       3


 

                                 EXHIBIT INDEX
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Exhibit
  No.                  Description of Exhibit
- -------                ----------------------
                    
64                     Press Release, dated July 2, 1997, issued by Samsung 
                       Electronics Co., Ltd.

EX-99.64

 
                                                                      EXHIBIT 64


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

IRVINE, CA., July 2, 1997 --  Samsung Electronics Co., Ltd. announced today 
that it has extended its cash tender offer to acquire all of the outstanding 
shares of AST Research, Inc. (NASDAQ: ASTA) not currently owned by Samsung for 
$5.40 per share. 

The offer is being extended to allow additional time for the receipt of the
required approvals by the government of the Republic of Korea. All other
government approvals have been obtained. The tender offer and withdrawal rights
will now expire at 5:00 p.m., New York City time, on Monday, July 21, 1997,
unless further extended. Samsung has been informed by the Depositary that
27,891,897 shares (or approximately 88% of the outstanding shares not owned by
Samsung) had been tendered as of July 1, 1997.

Samsung stated that it believes it has provided all information required by the 
Korean governmental authorities; and that it has no reason to believe that the 
required approvals from the requisite Korean governmental authorities will not 
be obtained.