FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): January 31, 1994
Zenith Electronics Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-4115 36-1996520
(State of jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1000 Milwaukee Avenue
Glenview, Illinois 60025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (708) 391-7000
Not applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
A. On January 28, 1994, Zenith Electronics Corporation (the
"Company") entered into an amendment (the "Fourth Amendment")
to its $90 million Credit Agreement dated as of May 21, 1993,
as amended on November 8, 1993, December 29, 1993 and January 7,
1994 (the "Credit Agreement"), among the Company, General Electric
Capital Corporation, as agent for itself and the other lenders named
therein, to revise restrictive financial covenants as of December
31, 1993. The Fourth Amendment was negotiated as a result of the
Company's previously announced plan to take a fourth quarter 1993
special charge of about $30 million. The revisions were made to
financial covenants relating to (i) restrictions on capital
expenditures for each fiscal quarter; (ii) a quarterly minimum
net worth test (total assets less reserves and total liabilities)
at revised amounts ranging from a high of $140 million to a low
of $101 million; and (iii) a quarterly leverage ratio requirement
(total liabilities, other than contingent obligations under letters
of credit, to net worth, calculated as set forth above) at various
revised levels ranging from a high of 4.95 to 1.0 to a low of 3.70
to 1.0. The Fourth Amendment reduced the required minimum net worth
as of December 31, 1993 from $178.0 million to $140 million and
reduced the required leverage ratio requirement at December 31, 1993
from 2.27 to 1.0 to 3.70 to 1.0. On January 28, 1994 the Company had
borrowings of $19 million under the Credit Agreement. The Credit
Agreement terminates December 31, 1994. A copy of the Fourth
Amendment is attached as Exhibit Number 4 hereto and is incorporated
by reference herein.
B. On January 31, 1994, Zenith Electronics Corporation issued a press
release announcing that it has issued about 1 million shares of
common stock with a market value of about $8 million to Zenith's
employee profit sharing plans. A copy of the press release is
attached as Exhibit No. 20 hereto and is incorporated by
reference herein.
C. At its meeting on January 24, 1994, the Company's Board of Directors
amended the Company's By-laws in the following respect:
1. To provide that the Executive Committee of the board
of directors be authorized to appoint a successor
chief executive officer or a successor chairman, in the
event of a vacancy in either or both offices, to serve
until the next meeting of the board of directors.
2. To provide that the keeping of regular minutes of any
committee of the board of directors shall be left to the
discretion of such Committee unless required to do so
by the board of directors.
A copy of the Amended and Restated By-Laws is attached as Exhibit
No. 3 hereto and is incorporated by reference herein.
<PAGE>
Item 7. Financial Statements, Pro forma Financial Information and Exhibits.
(c) The exhibits accompanying this report are listed in the
accompanying Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ZENITH ELECTRONICS CORPORATION
By:/s/ David S. Levin
David S. Levin, Secretary
Date: January 31, 1994
<PAGE>
Exhibit Index
Exhibit
Number Exhibit Description
3 Amended and Restated By-Laws of Zenith
Electronics Corporation effective January 24, 1994
4 Amendment No. 4 dated January 28, 1994 to
Credit Agreement dated as of May 21, 1993,
as amended, between the Company, General
Electric Capital Corporation, as agent for itself
and the other lenders named therein
20 Press Release dated January 31, 1994
EXHIBIT 3
Effective 1/24/94
ZENITH ELECTRONICS CORPORATION
BY-LAWS
______________________________
ARTICLE I
OFFICES
Section l. The registered office in the State of Delaware shall be in
the City of Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such place, either within or without the State of
Delaware, as may be fixed from time to time by the board of directors.
Meetings of stockholders for any other purpose may be held at such time
and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held on
such business day as the Board of Directors shall, by resolution,
designate. At annual meetings, the stockholders shall elect by a plurality
vote a board of directors and shall transact such other business as may
properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder
entitled to vote thereat not less than twenty nor more than sixty days
before the date of the meeting. At an annual meeting of the stockholders,
only such business shall be conducted as shall have been brought before
the meeting (a) by or at the direction of the board of directors or (b) by any
stockholder of the corporation who complies with the notice procedures
set forth in this Section 3. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the secretary of the corporation. Except as
otherwise provided in Regulation 14A under the Securities Exchange Act
of 1934, as amended, to be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than sixty days nor more than ninety days prior to the
meeting; provided, however, that in the event that less than seventy-five
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day following the
day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. A stockholder's notice to the secretary
shall set forth as to each matter the stockholder proposes to bring before
the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they
appear on the corporation's books, of the stockholder proposing such
business, (c) the number of shares of common stock of the corporation
which are beneficially owned by the stockholder and (d) any material
interest of the stockholder in such business. Notwithstanding anything in
these by-laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 3. The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this
Section 3, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting
shall not be transacted.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every
meeting of stockholders a complete list of the stockholders entitled to vote
at said meeting, arranged in alphabetical order, showing the address of
and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any
purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city, town or village where the meeting is to be held and which place shall
be specified in the notice of the meeting, or, if not specified, at the place
where said meeting is to be held, and the list shall be produced and kept
at the time and place of the meeting during the whole time thereof, and
subject to the inspection of any stockholder who may be present.
Section 5. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman or president or a majority of
the board of directors.
Section 6. Written notice of a special meeting of stockholders,
stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each
stockholder entitled to vote thereat, not less than ten nor more than sixty
days before the date fixed for the meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute or by
the certificate of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 9. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which by express provision
of the statutes or of the certificate of incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation and subject to statutory provisions relating to the fixing of
record dates, each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be
voted on after three years from its date, unless the proxy provides for a
longer period.
Section 11. (a) Any action which is required to be or may be taken
at any annual or special meeting of stockholders of the corporation may be
taken without a meeting, without prior notice to stockholders and without a
vote if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or to
take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded.
Delivery made to the corporation's registered office in the State of
Delaware shall be by hand or by certified or registered mail, return receipt
requested.
(b) Every written consent to corporate action shall bear the date of
signature of each stockholder who signs the consent. Consents to
corporate action shall be valid for a maximum of sixty (60) days after the
date of the earliest dated consent delivered to the corporation in the
manner provided in Section 228(c) of the General Corporation Law of the
State of Delaware. Consents may be revoked by written notice (i) to the
corporation, (ii) to the stockholder or stockholders soliciting consents or
soliciting revocations in opposition to action by consent proposed by the
Corporation (the "Soliciting Stockholders"), if any, or (iii) to a proxy
solicitor or other agent designated by the corporation or the Soliciting
Stockholders.
(c) Within three (3) business days after receipt of the earliest dated
consent delivered to the corporation in the manner provided in Section
228(c) of the General Corporation Law of the State of Delaware or the
determination by the Board that the corporation should seek corporate
action by written consent, as the case may be, the Secretary shall engage
nationally recognized independent inspectors of elections for the purpose
of performing a ministerial review of the validity of the consents and
revocations. The cost of retaining inspectors of election shall be borne by
the corporation.
Consents and/or revocations shall be delivered to the inspectors
promptly upon receipt by the corporation, the Soliciting Stockholders, if
any, or their proxy solicitors or other designated agents. As soon as
consents and revocations are received, the inspectors shall review the
consents and revocations and shall maintain a count of the number of
valid and unrevoked consents. The inspectors shall keep such count
confidential and shall not reveal the count to the corporation, the Soliciting
Stockholders, if any, their respective representatives or any other entity.
As soon as practicable after the earlier of (i) a written request therefor by
the corporation or the Soliciting Stockholders sixty (60) days after the date
of the earliest dated consent delivered to the corporation in the manner
provided in Section 228(c) of the General Corporation Law of the State of
Delaware or (ii) a written request therefor by the corporation or the
Soliciting Stockholders (whichever is soliciting consents), notice of which
request shall be given to the party opposing the solicitation of consents, if
any, which request shall state that the corporation or Soliciting
Stockholders, as the case may be, have a good faith belief that the
requisite number of valid and unrevoked consents to authorize or take the
action specified in the consents has been received in accordance with
these By-Laws, the inspectors shall issue a preliminary report to the
corporation and the Soliciting Stockholders stating: (i) the number of valid
consents; (ii) the number of valid revocations; (iii) the number of valid and
unrevoked consents; (iv) the number of invalid consents; (v) the number of
invalid revocations; and (vi) whether, based on their preliminary count, the
requisite number of valid and unrevoked consents has been obtained to
authorize or take the action specified in the consents.
Unless the corporation and the Soliciting Stockholders, if any, shall
agree to a shorter or longer period, the corporation and the Soliciting
Stockholders, if any, shall have 48 hours to review the consents and
revocations and to advise the inspectors and the opposing party, if any, in
writing as to whether they intend to challenge the preliminary report of the
inspectors. If no written notice of an intention to challenge the preliminary
report is received within 48 hours after the inspectors' issuance of the
preliminary report, the inspectors shall issue to the corporation and the
Soliciting Stockholders, if any, their final report containing the information
from the inspectors' determination with respect to whether the requisite
number of valid and unrevoked consents was obtained to authorize and
take the action specified in the consents. If the corporation or the
Soliciting Stockholders, if any, issue written notice of an intention to
challenge the inspectors' preliminary report within 48 hours after the
issuance of that report, a challenge session shall be scheduled by the
inspectors as promptly as practicable. A transcript of the challenge
session shall be recorded by a certified court reporter. Following
completion of the challenge session, the inspectors shall as promptly as
practicable issue their final report to the Soliciting Stockholders, if any,
and the corporation, which report shall contain the information included in the
preliminary report, plus all changes in the vote totals as a result of the
challenge and a certification of whether the requisite number of valid and
unrevoked consents was obtained to authorize or take the action specified
in the consents. A copy of the final report of the inspectors shall be
included in the book in which the proceedings of meetings of stockholders
are recorded.
The corporation shall give prompt notice to the stockholders of the
taking of corporate action without a meeting and by less than unanimous
written consent.
ARTICLE III
DIRECTORS
Section 1. The number of Directors which shall constitute the
whole Board shall be ten. Directors need not be stockholders. Each
Director shall hold office until his successor is elected and qualified. Only
persons who are nominated in accordance with the procedures set forth in
these by-laws shall be eligible for election as directors. Nominations of
persons for election to the board of directors of the corporation may be
made at a meeting of stockholders (a) by or at the direction of the board of
directors or (b) by any stockholder of the corporation entitled to vote for
the election of directors at the meeting who complies with the notice
procedures set forth in this Section 1. Such nominations, other than those
made by or at the direction of the board of directors, shall be made
pursuant to timely notice in writing to the secretary of the corporation. To
be timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the corporation not less than
sixty days nor more than ninety days prior to the meeting; provided
however, that in the event that less than seventy-five days' notice or prior
public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the tenth day following the day on
which such notice of the date of the meeting was mailed or such public
disclosure was made. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including such
person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on
the corporation's books, of such stockholder and (ii) the number of shares
of common stock of the corporation which are beneficially owned by such
stockholder. At the request of the board of directors any person
nominated by the board of directors for election as a director shall furnish
to the secretary of the corporation that information required to be set forth
in a stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth in these by-laws.
The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with
the procedures prescribed by these by-laws, and if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. Anything in this Section 1 to the contrary
notwithstanding, except as provided in the first three sentences of this
Section 1, this Section 1 shall not apply to or in any way restrict the rights
of stockholders to elect directors by written consents without a meeting as
provided in Section 228 of the General Corporation Law of the State of
Delaware.
Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and the
directors so chosen shall hold office until their successors are duly elected
and shall qualify, unless sooner displaced.
Section 3. The business of the corporation shall be managed by
or under the direction of its board of directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are not
by statute or by the certificate of incorporation or by these by-laws directed
or required to be exercised or done by the stockholders.
MEETING OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held immediately following and at the place of the annual
meeting of stockholders and no notice of such meeting shall be necessary
to the newly elected directors in order legally to constitute the meeting,
provided a quorum shall be present. In the event such meeting is not held
at such time and place, the meeting may be held at such other time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to
time be determined by the board.
Section 7. Special meetings of the board and meetings of any
committee of the board may be called by the chairman on one day notice
to each director or committee member, either by telephone or by mail or by
telegram; special meetings of the board of directors shall be called by the
chairman or secretary in like manner and on like notice on the written
request of two directors.
Section 8. At all meetings of the board a majority shall constitute
a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the
act of the board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a quorum shall
not be present at any meeting of the board of directors the directors
present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.
Section 9. Any action required or permitted to be taken at any
meeting of the board of directors or of any committee thereof may be
taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing, or writings are
filed with the minutes of proceedings of the board or committee.
Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the
board of directors, or any committee, by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in
a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation,
which, to the extent provided in the resolution and to the extent permitted
by Delaware Law, shall have and may exercise the powers of the board of
directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to all papers
which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution
adopted by the board of directors.
Section 12. Each committee shall report to the board of directors
on the actions taken at its meetings, but need not keep regular minutes
thereof unless required to do so by the board of directors.
Section 13. There shall be an Executive Committee of the board
of directors of the Company. The board of directors shall, at its first
meeting after the annual meeting of stockholders in each year, elect a
chairman and other members of the Committee. The directors elected as
members of the Executive Committee shall serve as such for one year and
until their respective successors, willing to serve, shall have been elected.
The Executive Committee shall, when the board is not in session, have and
may exercise all of the authority of the board of directors in the
management of the Company; provided, however, that the Executive
Committee shall not have the authority of the board of directors in
reference to (1) amending the articles of incorporation, (2) adopting a plan
of merger or adopting a plan of consolidation with another corporation or
corporations, (3) recommending to the stockholders the sale, lease,
exchange, mortgage, pledge or other disposition of all or substantially all of
the property and assets of the Company, (4) recommending to the
stockholders a voluntary dissolution of the Company or a revocation
thereof, (5) amending, altering or repealing the by-laws of the Company,
(6) electing or removing officers of the Company or members of the
Executive Committee, (7) fixing the compensation of any member of the
Executive Committee, (8) declaring dividends, (9) authorizing the issuance
of stock, or (10) amending, altering or repealing any resolution of the board
of directors which by its terms provides that it shall not be amended,
altered or repealed by the Executive Committee; provided further, that in
the event of the death, disability or refusal to act of the chief executive
officer or the chairman, the Executive Committee shall appoint a chief
executive officer or a chairman who shall serve until the next meeting of
the board of directors. Vacancies in the regular membership of the
Executive Committee shall be filled by the board of directors.
COMPENSATION OF DIRECTORS
Section 14. The board of directors shall have the authority to fix
the compensation of directors.
ARTICLE IV
NOTICES
Section 1. Notices to stockholders shall be in writing and
delivered personally or mailed to the stockholders at their addresses
appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a chief executive officer, a chairman, a
president, a vice president, a secretary and a treasurer. The board of
directors may also choose additional vice presidents, executive vice
presidents, senior vice presidents, assistant secretaries and assistant
treasurers. Two or more offices may be held by the same person.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman from among the
directors, and shall choose a chief executive officer, a president and one
or more vice presidents, a secretary and a treasurer, none of whom need
be a member of the Board.
Section 3. The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers of the corporation shall be
fixed by a committee appointed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative
vote of a majority of the board of directors. Except as otherwise provided
in Section 13 of Article III, any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
CHIEF EXECUTIVE OFFICER
Section 6. The chief executive officer of the corporation shall
have, under the direction of the board of directors, general charge of the
affairs of the corporation. He shall see that all orders and resolutions of
the board of directors are carried into effect. He may execute all contracts
and agreements authorized by the board of directors and shall vote all
shares of stock in other corporations standing in the name of the
corporation. He may sign bonds, mortgages, certificates for shares of
stock and all other contracts and documents whether or not under the
seal of the corporation except in cases where the signing and execution
thereof shall be expressly delegated by law, by the board of directors, or by
these by-laws, to some other officer or agent of the corporation. He shall
from time to time report to the board of directors all matters within his
knowledge which the interest of the corporation may require be brought to
its notice. He shall have the general powers of supervision and shall be
the final arbiter in all differences between all officers of the corporation
and his decision as to any matter affecting the corporation shall be final and
binding as between officers of the corporation subject only to the board of
directors; provided however, that in the event of differences between the
chief executive officer and the chairman, the board of directors shall be the
final arbiter.
THE CHAIRMAN
Section 7. The chairman shall act as chairman of all meetings of
stockholders and of the board of directors. The chairman shall from time
to time report to the board of directors all matters within his knowledge
which the interest of the corporation may require be brought to its notice.
He shall have concurrent power with the chief executive officer and the
president to execute all contracts and agreements authorized by the
board of directors and shall have concurrent power with the chief executive
officer and the president to vote all shares of stock in other corporations
standing in the name of the corporation. He may sign bonds, mortgages,
certificates for shares of stock and all other contracts and documents
whether or not under the seal of the corporation except in cases where the
signing and execution thereof shall be expressly delegated by law, by the
board of directors, or by these by-laws, to some other officer or agent of
the corporation. In the absence of the chief executive officer or in the
event of his death, disability or refusal to act, he shall have such other
powers as are vested in the chief executive officer.
THE PRESIDENT
Section 8. The president shall have the direction and active
management of the business of the corporation under the general
supervision of the chief executive officer. He shall have concurrent power
with the chief executive officer and the chairman to execute all contracts
and agreements authorized by the board of directors and shall have
concurrent power with the chief executive officer and the chairman to vote
all shares of stock in other corporations standing in the name of the
corporation. He may sign bonds, mortgages, certificates for shares of
stock and all other contracts and documents whether or not under the
seal of the corporation except in cases where the signing and execution
thereof shall be expressly delegated by law, by the board of directors, or by
these by-laws, to some other officer or agent of the corporation. In the
absence of the chairman or in the event of his death, disability or refusal to
act, (i) the president shall have such other powers as are vested in the
chairman other than the power to act as chairman of meetings of the
stockholders, and (ii) the board of directors shall separately designate the
officer (which may be the president) who shall act as chairman of all
meetings of stockholders and of the board of directors.
THE VICE PRESIDENTS
Section 9. The executive vice presidents, senior vice presidents
and vice presidents shall perform such duties and have such powers as
may be prescribed by the board of directors.
THE SECRETARY
Section 10. The secretary shall keep the minutes of all meetings
of the board of directors, the minutes of all meetings of the stockholders,
the minutes of all meetings of the committees, which from time to time may
be appointed under authority of these by-laws, in books provided by the
corporation for such purpose. He shall attend to the giving and serving of
all notices of the corporation whereby meetings of the board of directors,
stockholders and committees are assembled. He shall prepare all lists of
stockholders and their addresses required to be prepared by the
provisions of any present or future statute of the State of Delaware. He
may sign, with the chief executive officer or the chairman or the president
or a vice president, in the name of the corporation, when authorized by the
board of directors so to do, all contracts or other instruments requiring the
seal of the corporation and may affix the seal thereto. He shall have
concurrent power, acting alone or jointly, with the chief executive officer,
the chairman, or the president to vote all shares of stock in other
corporations the majority of the voting stock of which is owned by the
corporation. He shall have charge of such books and such papers as the
board of directors may direct. He shall, in general, perform all of the duties
which are incident to the office of secretary of a corporation, subject at all
times, to the direction and control of the board of directors.
THE TREASURER
Section 11. The treasurer shall have custody of all funds and
securities of the corporation. When necessary or proper he shall endorse
for collection checks, drafts and other instruments for the payment of
money and shall deposit them to the credit of the corporation in an
authorized bank or depository. Whenever required by the board of
directors, he shall render an account of his transactions. He shall perform
all acts incident to the position of treasurer, subject to the control of the
board of directors. He shall have such powers and perform such duties as
may be assigned to him by the board of directors. He shall submit such
reports and records to the board of directors as may be requested by
them.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. The shares of the corporation shall be represented by
certificates signed by the chief executive officer or the chairman or the
president or a vice president and by the treasurer or an assistant treasurer
or the secretary or an assistant secretary and may be sealed with the seal,
or a facsimile of the seal of the corporation. In case the seal of the
corporation is changed after the certificate is sealed with the seal or a
facsimile of the seal of the corporation, but before it is issued, the
certificate may be issued by the corporation with the same effect as if the
seal had not been changed. Any or all signatures on the certificate may
be a facsimile. In case any officer of the corporation, transfer agent or
registrar, or any officer or employee of the transfer agent or registrar who
has signed or whose facsimile signature has been placed upon such
certificate ceases to be an officer of the corporation, transfer agent or
registrar before such certificate is issued, the certificate may be issued by
the corporation with the same effect as if the officer of the corporation,
transfer agent or registrar had not ceased to be such at the date of its
issue.
LOST CERTIFICATES
Section 2. The board of directors may by resolution adopt such
procedures as it deems appropriate for the issuance of certificates to
replace certificates which have
been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 3. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority
to transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
FIXING RECORD DATE
Section 4. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to
any other action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. The board of directors may set apart out of any of the
funds of the corporation available for dividends a reserve or reserves for
any proper purpose and may abolish any such reserve.
ANNUAL STATEMENT
Section 3. The chief executive officer shall present at each
annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the
name of the corporation and the words "Corporate Seal, Delaware". The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
Section 1. Each person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, and
whether or not the action is by or in the right of the corporation, by reason
of the fact that he is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director or officer of
another enterprise, shall be indemnified by the corporation against
expenses, (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding in accordance with, and to the fullest
extent authorized by, the General Corporation Law of the State of
Delaware as it may be in effect from time to time.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered or repealed at any
regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration or repeal be contained in the notice of such special
meeting.
FOURTH AMENDMENT TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this
"Amendment"), dated as of January 28, 1994, is by and between
ZENITH ELECTRONICS CORPORATION, a Delaware corporation, as
Borrower, GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation, as Agent and as Lender, THE BANK OF NEW YORK
COMMERCIAL CORPORATION, a New York corporation, as Lender, and
CONGRESS FINANCIAL CORPORATION, a California corporation, as
Lender.
RECITALS
A. Borrower, Agent and Lenders are parties to that
certain Credit Agreement dated as of the May 21, 1993, as amended
by that certain First Amendment to Credit Agreement dated as of
November 8, 1993, as further amended by that certain Second
Amendment to Credit Agreement dated as of December 29, 1993, and
as further amended by that certain Third Amendment to Credit
Agreement dated as of January 7, 1994 (collectively, as amended,
restated, supplemented or otherwise modified from time to time,
the "Credit Agreement"), pursuant to which Lenders have made and
may hereafter make loans and advances and other extensions of
credit to Borrower;
B. Borrower wishes, and Agent and Lenders are
willing, to amend certain provisions of the Credit Agreement, all
on the terms and conditions set forth in this Amendment; and
C. Each capitalized term used in this Amendment and
not otherwise defined in this Amendment shall have the meaning
ascribed thereto in Schedule A to the Credit Agreement; this
Amendment shall constitute a Loan Document; these Recitals shall
be construed as part of this Amendment.
NOW, THEREFORE, in consideration of the premises and
the mutual covenants hereinafter contained, the parties hereto
agree as follows:
1. Amendment of the Credit Agreement.
1.1 The Credit Agreement is hereby amended by deleting from
subsection 1.2(b)(A) thereof the reference to "twenty-five
percent (25%)" and by substituting therefor a reference to
"thirty-five percent (35%)."
1.2 The Credit Agreement is hereby amended by inserting
immediately after the reference to "Mexico" contained in the
first paragraph of Section 6.22 thereof the following reference:
"and which, in addition, may maintain a supply of
finished goods Inventory in the ordinary course of
business for sale to customers located in Central
America and South America"
1.3 The Credit Agreement is hereby amended by inserting
immediately at the end of the second sentence of Section 5.5
thereof the following reference:
", except as otherwise approved in writing in advance
by Agent in its sole discretion"
1.4 The Credit Agreement is hereby amended by deleting
Schedule 3.20, Part II thereto in its entirety and by
substituting therefor the new Schedule 3.20, Part II attached as
Exhibit A hereto.
1.5 The Credit Agreement is hereby amended, which amendment
shall be effective as of December 31, 1993, by deleting Schedule
6.11 thereto in its entirety and by substituting therefor the new
Schedule 6.11 attached as Exhibit B hereto.
2. Amendment of the First, Second and Third Amendments
to the Credit Agreement.
2.1 The First and Third Amendments to the Credit Agreement
are each hereby amended by deleting from Section 12 of each
thereof the reference to "NEW YORK," and by substituting in each
case therefor a reference to "ILLINOIS."
2.2 The First, Second and Third Amendments to the Credit
Agreement are each hereby amended by deleting from the signature
page of each thereof the reference to "and delivered in New
York."
3. Conditions to Effectiveness. This Amendment shall
not become effective, and neither the Agent nor any Lender shall
have any obligation hereunder, until the following conditions
shall have been satisfied in full, in Agent's sole discretion:
(a) Agent, on behalf of itself and Lenders, shall have
received all duly executed counterparts of this Amendment;
(b) Agent, on behalf of itself and Lenders, shall have
received a duly executed original of that certain Fee Letter
dated as of the date hereof between Borrower and Agent (the
"Fee Letter"), together with payment in full in immediately
available funds, for the benefit of each Lender as set forth
in the Fee Letter, of the fee referred to in the Fee Letter;
(c) Borrower and each Domestic Subsidiary shall have
obtained all consents (including, without limitation,
consents of all Governmental Authorities and all holders of
such Person's capital stock) necessary in connection with
the execution and delivery of this Amendment and any other
agreement, certificate, document or other instrument
contemplated hereunder, and shall have provided satisfactory
evidence thereof to Agent, on behalf of itself and Lenders;
(d) except for Schedules which, pursuant to the terms
of the Credit Agreement, are not specifically required to be
updated subsequent to the Closing Date, Agent, on behalf of
itself and Lenders, shall have received revised Schedules to
the Credit Agreement to the extent necessary to make the
information contained therein true, accurate and complete in
all respects;
(e) Agent, on behalf of itself and Lenders, shall have
received such other agreements, certificates, documents or
other instruments as Agent may request; and
(f) on and as of the date hereof, the representations
and warranties of Borrower made pursuant to Section 4 hereof
shall be true, accurate and complete in all respects.
4. Representations and Warranties of Borrower. In
order to induce Agent and Lenders to enter into this Amendment,
Borrower hereby makes the following representations and
warranties, each of which shall survive the execution and
delivery of this Amendment:
(a) after giving effect to this Amendment and the
transactions contemplated hereby, no Default or Event of
Default shall have occurred and be continuing;
(b) on and as of the date hereof and after giving
effect to this Amendment and the transactions contemplated
hereby, the representations and warranties of Borrower and
each Domestic Subsidiary contained in the Loan Documents are
true, accurate and complete in all respects on and as of the
date hereof to the same extent as though made on and as of
the date hereof, except to the extent that any such
representation or warranty expressly relates to an earlier
date;
(c) the execution, delivery and performance by
Borrower and each Guarantor Subsidiary of this Amendment and
each of the agreements, certificates, documents and other
instruments described herein or contemplated hereby to which
such Person is a party are within its corporate powers and
have been duly authorized by all necessary corporate action
on the part of such Person (including, without limitation,
resolutions of the board of directors and, as applicable,
the stockholders, of such Person), and this Amendment and
such agreements, certificates, documents and instruments are
the legal, valid and binding obligation of such Person
enforceable against such Person in accordance with their
respective terms, except as enforceability may be limited by
bankruptcy, insolvency or other similar laws affecting the
rights of creditors generally or by application of general
principles of equity; and
(d) a true, accurate and complete copy of Borrower's
1994 budgeted statement of cash flow, income statement and
balance sheet, together with Borrower's letter to Agent
dated December 15, 1993 containing assumptions supporting
the same (each of the foregoing collectively referred to
herein as the "Projections") are attached as Exhibit C
hereto. Borrower has prepared the Projections carefully and
diligently and based upon assumptions which are reasonable
and realistic and reflect in good faith the current
conditions affecting Borrower and its Subsidiaries.
5. Reference to and Effect on the Credit Agreement.
5.1. Except as specifically amended above, the Credit
Agreement shall remain in full force and effect and the Credit
Agreement, as amended by this Amendment, is hereby ratified and
confirmed in all respects.
5.2. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or
remedy of Agent or Lenders under the Credit Agreement or any of
the other Loan Documents, or constitute a waiver of any provision
of the Credit Agreement or any of the other Loan Documents. Upon
the effectiveness of this Amendment each reference in (a) the
Credit Agreement to "this Agreement," "hereunder," "hereof," or
words of similar import and (b) any other Loan Document to "the
Credit Agreement," shall, in each case, mean and be a reference
to the Credit Agreement, as amended hereby.
6. Miscellaneous.
6.1 Successors and Assigns. This Amendment shall be
binding on and shall inure to the benefit of Borrower, each
Domestic Subsidiary, Agent, each Lender and each such Person's
respective successors and assigns, except as otherwise provided
herein or therein. Neither Borrower nor any Domestic Subsidiary
may assign, transfer, hypothecate or otherwise convey its rights,
benefits, obligations or duties hereunder without the prior
express written consent of Agent and Requisite Lenders. Any such
purported assignment, transfer, hypothecation or other conveyance
by Borrower or any Domestic Subsidiary without the prior express
written consent of Agent and Requisite Lenders shall be null and
void, as if the same shall have never occurred. The terms and
provisions of this Amendment are for the purpose of defining the
relative rights and obligations of Borrower, each Domestic
Subsidiary, Agent and each Lender with respect to the
transactions contemplated hereby and there shall be no third
party beneficiaries of any of the terms and provisions of this
Amendment.
6.2 Entire Agreement. This Amendment, including all
agreements, certificates, documents, exhibits, schedules and
other instruments attached hereto or incorporated by reference
herein, constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all other
understandings, oral or written, with respect to the subject
matter hereof.
6.3 Fees and Expenses. Borrower agrees to pay on
demand all fees, costs and expenses incurred by or otherwise due
to Agent, on behalf of itself and Lenders, in connection with the
preparation, execution and delivery of this Amendment, together
with all fees, costs and expenses incurred by or otherwise due to
Agent, on behalf of itself and Lenders, prior to the date hereof
which are payable by Borrower pursuant to the Credit Agreement.
6.4 Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
6.5 Severability. Wherever possible, each provision
of this Amendment shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of
this Amendment shall be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this
Amendment.
6.6 Counterparts. This Amendment may be executed in
any number of separate counterparts, each of which shall
collectively and separately constitute one agreement.
6.7 GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS AND DECISIONS OF THE
STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES)
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. BORROWER, EACH
GUARANTOR SUBSIDIARY, AGENT AND EACH LENDER HEREBY CONSENTS AND
AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF
COOK, CITY OF CHICAGO, ILLINOIS, SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
BORROWER, ANY GUARANTOR SUBSIDIARY, AGENT AND ANY LENDER
PERTAINING TO THIS AMENDMENT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS AMENDMENT, PROVIDED, THAT AGENT, EACH LENDER,
BORROWER AND EACH GUARANTOR SUBSIDIARY ACKNOWLEDGES THAT ANY
APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF THE COUNTY OF COOK, CITY OF CHICAGO, ILLINOIS AND,
PROVIDED, FURTHER, THAT NOTHING IN THIS AMENDMENT SHALL BE DEEMED
OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT OR ANY
LENDER. BORROWER, EACH GUARANTOR SUBSIDIARY, AGENT AND EACH
LENDER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND BORROWER, EACH GUARANTOR SUBSIDIARY, AGENT AND EACH LENDER
HEREBY WAIVES ANY OBJECTION WHICH SUCH PERSON MAY HAVE BASED UPON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
BORROWER, EACH GUARANTOR SUBSIDIARY, AGENT AND EACH LENDER HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND HEREBY AGREES THAT
SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL ADDRESSED, IN THE CASE OF
BORROWER OR ANY GUARANTOR SUBSIDIARY, TO BORROWER, IN THE CASE OF
AGENT, TO AGENT, IN THE CASE OF ANY LENDER, TO SUCH LENDER, AT
ITS RESPECTIVE ADDRESS SET FORTH ON SCHEDULE 11.10 OF THE CREDIT
AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON
THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER
DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.
6.8 MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES
ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE
MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE
THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE
PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG AGENT, ANY LENDER,
BORROWER OR ANY DOMESTIC SUBSIDIARY ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
AMONG THEM IN CONNECTION WITH, THIS AMENDMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
* * * *
IN WITNESS WHEREOF, each party hereto has caused this
Fourth Amendment to be duly executed and delivered by its proper
and duly authorized officer as of the date first written above.
ZENITH ELECTRONICS CORPORATION,
as Borrower
By: /s/ Willard C. McNitt
---------------------------
Vice President and Treasurer
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Agent and as Lender
By: /s/ Robert Battle
-----------------------------
Duly Authorized Signatory
THE BANK OF NEW YORK COMMERCIAL
CORPORATION, as Lender
By: _____________________________
Title: ________________________
CONGRESS FINANCIAL CORPORATION,
as Lender
By:/s/ Kevin Madigan
------------------------------
Title: V.P.
-----------------------------
(signature pages continue)
ACKNOWLEDGEMENT AND CONSENT
AS OF THE DATE FIRST WRITTEN ABOVE, EACH OF THE
UNDERSIGNED GUARANTOR SUBSIDIARIES HEREBY ACKNOWLEDGES AND
CONSENTS TO BE BOUND BY THE FOREGOING FOURTH AMENDMENT AND
CONFIRMS AND AGREES THAT, AFTER GIVING EFFECT TO SUCH FOURTH
AMENDMENT, ALL OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY ARE
AND SHALL CONTINUE TO BE IN FULL FORCE AND AFFECT AND ARE HEREBY
CONFIRMED AND RATIFIED IN ALL RESPECTS.
ZENITH DISTRIBUTING CORPORATION OF
ILLINOIS
By:/s/ David S. Levin
_____________________________
Secretary
ZENITH DISTRIBUTING CORPORATION -
MIDSTATES
By:/s/ David S. Levin
_____________________________
Secretary
ZENITH DISTRIBUTING CORPORATION OF
NEW ENGLAND
By:/s/ David S. Levin
_____________________________
Secretary
ZENITH DISTRIBUTING CORPORATION OF
NEW YORK
By: /s/ David S. Levin
_____________________________
Secretary
ZENITH DISTRIBUTING CORPORATION -
SOUTHEAST
By: /s/ David S. Levin
_____________________________
Secretary
ZENITH DISTRIBUTING CORPORATION -
WEST
By:/s/ David S. Levin
_____________________________
Secretary
(signature pages continue)
ZENITH DISTRIBUTING CORPORATION -
WEST
By:/s/ David S. Levin
_____________________________
Secretary
ZENITH/INTEQ, INC.
By:/s/ David S. Levin
_____________________________
Secretary
ZENITH ELECTRONICS CORPORATION OF
ARIZONA
By:/s/ David S. Levin
_____________________________
Secretary
ZENITH ELECTRONICS CORPORATION OF
TEXAS
By:/s/ David S. Levin
_____________________________
Secretary
ZENITH MICROCIRCUITS CORPORATION
By:/s/ David S. Levin
_____________________________
Secretary
ZENITH VIDEO TECH CORPORATION -
FLORIDA
By:/s/ David S. Levin
_____________________________
Secretary
ZENTRANS, INC.
By:/s/ David S. Levin
_____________________________
Secretary
FOR IMMEDIATE RELEASE
ZENITH ISSUES STOCK TO PROFIT-SHARING RETIREMENT PLAN
GLENVIEW, Ill., Jan. 31, 1994 -- Zenith Electronics Corporation
has issued about 1 million shares of common stock with a market
value of approximately $8 million to Zenith's employee profit-
sharing retirement plans, the company announced today.
The stock contribution fulfills the 1993 profit-sharing
obligations to eligible salaried employees and fulfills a large
portion of the 1993 profit-sharing obligations for hourly groups.
The number of shares issued was based on the average
closing price of Zenith's stock on the New York Stock Exchange
for the 20 trading days prior to issuance.
The stock was issued to the First National Bank of
Chicago, trustee of the Zenith Profit-Sharing Retirement Plans.
With the 1993 stock contribution, the plans now hold about 9 per-
cent of Zenith's outstanding shares.
-30-
MEDIA CONTACT: John Taylor (708) 391-8181
INVESTOR CONTACT: Bill McNitt (708) 391-7713
