UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 1994
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_____________to____________
Commission File Number: 1-4115
ZENITH ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-1996520
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1000 Milwaukee Avenue, Glenview, Illinois 60025
(Address of principal executive offices) (Zip Code)
(708)391-7000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of August 1, 1994, there were 44,232,975 shares of Common Stock, par
value $1 per share, outstanding.
<PAGE>
ZENITH ELECTRONICS CORPORATION
FORM 10-Q
INDEX
Page
Number
--------
Part I. Financial Information:
Item 1. Financial Statements
Condensed Consolidated Statements of Operations --
Three and Six months ended July 2, 1994 and July 3, 1993 3
Condensed Consolidated Balance Sheets --
July 2, 1994, December 31, 1993 and July 3, 1993 4
Condensed Consolidated Statements of Cash Flows --
Six months ended July 2, 1994 and July 3, 1993 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Analysis of Operations 8
Liquidity and Capital Resources 8
Outlook 9
Part II. Other Information:
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 13
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ZENITH ELECTRONICS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Millions, Except Per Share Amounts
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------- ---------------------
July 2, July 3, July 2, July 3,
1994 1993 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 299.0 $ 274.7 $ 596.1 $ 565.2
--------- --------- --------- ---------
Costs, expenses and other:
Cost of products sold 270.1 265.7 546.4 544.2
Selling, general and administrative 26.0 23.2 49.8 45.7
Engineering and research 11.4 11.6 22.8 24.5
Other operating expense
(income), net (Note 2) (3.6) (4.7) (9.5) (9.5)
--------- --------- --------- ---------
Operating income (loss) (4.9) (21.1) (13.4) (39.7)
Interest expense (3.7) (3.7) (7.1) (6.9)
Interest income .2 .1 .2 .1
--------- --------- --------- ---------
Income (loss) before income taxes (8.4) (24.7) (20.3) (46.5)
Income taxes (credit) (Note 3) - - - -
--------- --------- --------- ---------
Net income (loss) $ (8.4) $ (24.7) $ (20.3) $ (46.5)
========= ========= ========= =========
Net income (loss) per share of
common stock (Note 4) $ (.20) $ (.79) $ (.51) $ (1.51)
========= ========= ========= =========
</TABLE>
[FN]
See accompanying Notes to Condensed Consolidated Financial Statements.
<PAGE>
ZENITH ELECTRONICS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Millions
<TABLE>
<CAPTION>
July 2, December 31, July 3,
1994 1993 1993
--------- ------------ ---------
<C> <C> <C>
ASSETS
- ------
Current assets:
Cash $ - $ 20.8 $ -
Receivables, net of allowance for
doubtful accounts of $2.8, $2.5
and $2.9, respectively 183.4 162.5 174.8
Inventories (Note 5) 303.9 206.2 222.8
Other 9.4 6.1 6.4
--------- ------------ ---------
Total current assets 496.7 395.6 404.0
Property, plant and equipment, net 153.1 153.9 175.3
Other 15.1 9.9 7.6
--------- ------------ ---------
Total assets $ 664.9 $ 559.4 $ 586.9
========= ============ =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
<S> <C> <C> <C>
Current liabilities:
Short-term debt (Note 6) $ 49.4 $ - $ 45.9
Current portion of long-term debt - 34.5 -
Accounts payable 115.9 81.8 87.0
Income taxes payable 1.8 1.1 1.8
Accrued expenses 117.2 119.6 124.9
--------- ------------ ---------
Total current liabilities 284.3 237.0 259.6
Long-term debt (Note 7) 182.0 170.0 149.5
Stockholders' equity:
Preferred stock - - -
Common stock (Note 8) 43.0 35.9 32.4
Additional paid-in capital 264.5 205.1 183.5
Retained earnings (deficit) (108.4) (88.1) (37.6)
Treasury stock (.5) (.5) (.5)
--------- ------------ ---------
Total stockholders' equity 198.6 152.4 177.8
--------- ------------ ---------
Total liabilities and stockholders' equity $ 664.9 $ 559.4 $ 586.9
========= ============ =========
</TABLE>
[FN]
See accompanying Notes to Condensed Consolidated Financial Statements.
<PAGE>
ZENITH ELECTRONICS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
In Millions
<TABLE>
<CAPTION>
Increase (Decrease) in Cash
Six Months Ended
---------------------------
July 2, July 3,
1994 1993
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Income (loss) from operations $ (20.3) $ (46.5)
Adjustments to reconcile income (loss) to
net cash used by operations:
Depreciation 14.9 18.0
Gain on sales of business and property,
plant and equipment (1.4) -
Changes in assets and liabilities:
Current accounts (94.1) (15.4)
Other assets (.1) -
------------ ------------
Net cash used by operating activities (101.0) (43.9)
------------ ------------
Cash flows from investing activities:
Capital additions (28.0) (12.0)
Proceeds from sales of business and property,
plant and equipment 14.8 .1
------------ ------------
Net cash used by investing activities (13.2) (11.9)
------------ ------------
Cash flows from financing activities:
Short-term borrowings, net 49.4 35.8
Proceeds from issuance of long-term debt 12.0 -
Proceeds from issuance of common stock, net 66.5 14.2
Principal payments on long-term debt (34.5) -
------------ ------------
Net cash provided by financing activities 93.4 50.0
------------ ------------
Decrease in cash (20.8) (5.8)
Cash at beginning of period 20.8 5.8
------------ ------------
Cash at end of period $ - $ -
============ ============
Increase (decrease) in cash attributable to
changes in current accounts:
Receivables, net $ (21.7) $ 4.4
Income taxes, net .8 -
Inventories (101.2) (24.9)
Other assets (3.3) (.2)
Accounts payable and accrued expenses 31.3 5.3
------------ ------------
Net change in current accounts $ (94.1) $ (15.4)
============ ============
Supplemental disclosure of cash flow information:
Cash paid (refunded) during the period for:
Interest $ 8.6 $ 6.9
Income taxes (.1) .1
</TABLE>
[FN]
See accompanying Notes to Condensed Consolidated Financial Statements.
<PAGE>
ZENITH ELECTRONICS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 - Basis of presentation
The accompanying unaudited condensed consolidated financial statements
("financial statements") have been prepared in accordance with generally
accepted accounting principles and pursuant to the rules and regulations of
the Securities and Exchange Commission. The accuracy of the amounts in the
financial statements is in some respects dependent upon facts that will
exist, and procedures that will be performed by the Company, later in the
year. In the opinion of management, all adjustments necessary for a fair
presentation of the financial statements have been included and are of a
normal, recurring nature. For further information, refer to the consolidated
financial statements and notes thereto included in the Company's Form 10-K
for the year ended December 31, 1993.
Note 2 - Other operating expense (income)
Royalty income that related to tuning system patents (after deducting legal
expenses) was $4.8 million and $9.9 million for the three and six months ended
July 2, 1994, respectively, and $4.8 million and $10.5 million for the three
and six months ended July 3, 1993, respectively. These amounts are included
in Other Operating Expense (Income).
Note 3 - Income taxes
As of July 3, 1994, the Company had $399.0 million of net operating loss
carryforwards (NOLs) available for financial statement purposes. For Federal
income tax purposes, the Company had NOLs of $376.4 million and unused tax
credits of $4.9 million. The NOLs and tax credits expire from 2000 to 2009.
Note 4 - Earnings per share
Primary earnings per share are based upon the weighted average number of
shares outstanding and common stock equivalents, if dilutive. Fully diluted
earnings per share, assuming conversion of the 6-1/4% convertible subordinated
debentures and the 8.5% convertible senior subordinated debentures, are not
presented because the effect of the assumed conversion is antidilutive. The
weighted average number of shares was 41.6 million and 39.6 million for the
three and six months ended July 2, 1994, respectively, and 31.3 million and
30.9 million for the three and six months ended July 3, 1993, respectively.
Note 5 - Inventories
Inventories consisted of the following (in millions):
<TABLE>
<CAPTION>
July 2, December 31, July 3,
1994 1993 1993
-------- ------------ --------
<S> <C> <C> <C>
Raw materials and work-in-process $ 183.0 $ 137.2 $ 154.0
Finished goods 130.0 78.1 74.1
-------- ------------ --------
313.0 215.3 228.1
Excess of FIFO cost over LIFO cost (9.1) (9.1) (5.3)
-------- ------------ --------
Total $ 303.9 $ 206.2 $ 222.8
======== ============ ========
</TABLE>
As of July 2, 1994, December 31, 1993 and July 3, 1993, $36.0 million, $24.1
million and $33.9 million, respectively, of inventories were valued using the
LIFO method.
An actual determination of inventory under the LIFO method can only be made
at the end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations are based on management's estimates
of expected year-end inventory levels and costs. Since these estimates are
subject to many factors beyond management's control, interim results are
subject to the final year-end LIFO inventory determination.
<PAGE>
Note 6 - Short-term debt and credit arrangements
On April 21, 1994, the Company entered into an amendment to its $90 million
Credit Agreement dated as of May 21, 1993. The amendment extended the
termination date from December 31, 1994 to June 30, 1996 on modestly improved
terms. As of July 2, 1994, the Company had borrowings of $49.4 million under
the Credit Agreement.
The Credit Agreement (as amended) contains restrictive financial covenants
that must be maintained as of the end of each fiscal quarter, including
restrictions on capital expenditures, a minimum net worth amount and a
liabilities to net worth ratio. The financial covenant's requirements vary
from quarter to quarter. As of July 2, 1994, the Company was required to not
make capital expenditures (as defined) that exceed $47.1 million for the
period of July 4, 1993, through July 2, 1994. Capital expenditures for that
period were actually $42.1 million. As of July 2, 1994, the ratio of
liabilities to net worth was required to be not greater than 4.90 to 1.0 and
was actually 2.35 to 1.0, and net worth was required to be equal to or greater
than $101.0 million and was actually $198.6 million. At the end of each future
fiscal quarter through March 30, 1996, the amount of capital expenditures is
required to be not greater than various amounts ranging from a high of $63.0
million to a low of $38.0 million for the applicable twelve month period, the
liabilities to net worth ratio is required to be maintained at various levels
ranging from a high of 4.95 to 1.0 to a low of 3.50 to 1.0 and minimum net
worth is required to be maintained at amounts ranging from a high of $166.0
million to a low of $108.0 million.
Note 7 - Long-term debt
In January 1994 the Company redeemed $34.5 million of 12-1/8% notes due
January 1995 at a redemption price equal to par value plus accrued interest.
The Company also issued and sold $12.0 million aggregate principal amount of
8.5% senior subordinated convertible debentures due 2001 (with similar terms
to the $55.0 million 8.5% senior subordinated convertible debentures due
2000 sold during 1993) in a private placement.
Note 8 - Stockholders' equity
During the first six months of 1994, the Company sold 6.8 million shares of
authorized but unissued shares of common stock to investors under three
separate registration statements that had been filed with the Securities and
Exchange Commission. The Company also sold .4 million shares of authorized
but unissued shares of common stock through the exercise of stock options.
The combined result of these stock sales was to increase equity by $66.5
million. As of July 2, 1994, the Company had approximately 1.8 million
shares available to be sold under the current registration statement.
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Analysis of Operations
- -----------------------
The Company incurred a net loss of $8.4 million, or 20 cents per share, for the
second quarter of 1994, compared with a net loss of $24.7 million, or 79 cents
per share for the second quarter of 1993. Second quarter net sales were up
about 9 percent to $299.0 million in 1994 from $274.7 million in 1993.
Contributing to the $16.3 million improvement in quarterly results were
higher sales in the Company's core Consumer Electronics and Network Systems
business, lower costs resulting largely from new re-engineering programs and
a substantial reduction in losses from non-core business areas that have been
sold or downsized. Sales for the core Consumer Electronics and Network Systems
business increased by $42 million, even after absorbing $12 million of lower
consumer electronics selling prices from a year ago. Non-core business
revenues declined by $18 million.
Driving the increase in Consumer Electronics sales were higher color TV
unit sales to dealers compared with the year-earlier period, reflecting the
acceptance of the Company's new color TV line and increased industry sales.
In non-core business areas, the Company completed the sale of its switch
mode power supply magnetics business in the quarter. The sale did not have a
material effect on earnings. Non-core business areas represented less than 2
percent of second-quarter 1994 revenues, versus about 8 percent a year earlier.
Cost reductions achieved in the second quarter were on plan as the Company
continues to implement major re-engineering actions in the core business.
These improvements, along with the reduced duty costs under the North American
Free Trade Agreement, were, in part, offset by inflationary cost increases,
primarily labor costs in Mexico and picture tube glass costs. These actions
should benefit the second half of the year as well.
Selling, general and administrative expenses during the second quarter of
1994 were up $2.8 million or about 12% from the prior year, primarily due to
increased cooperative advertising costs to support the higher sales volume,
while engineering and research expenses remained about the same from the
second quarter of 1993.
The Company is continuing to implement as scheduled the restructuring, re-
engineering and other actions designed to reduce on-going operating expenses
as described in the Company's Form 10-K for the year ended December 31, 1993.
No material changes are anticipated in the program or in the estimated costs
or benefits of the program.
The Company completed the sale of its 1.7 million square foot Springfield,
Mo., plant in the second quarter bringing the amount of plant and office space
that the Company has sold so far in 1994 to 2.6 million square feet. The sale
transactions did not have a material effect on earnings.
For the first six months of 1994, the Company reported a net loss of $20.3
million, or 51 cents per share, compared with a net loss of $46.5 million, or
$1.51 per share for the first six months of 1993. First-half sales were $596.1
million in 1994, compared with $565.2 million in 1993. Results for the first
six months of 1994 improved over the same period of 1993 as a result of
substantially the same factors as those described above for the second quarter.
Liquidity and Capital Resources
- -------------------------------
Cash decreased $20.8 million during the six months ended July 2, 1994. The
decrease consisted of $101.0 million of cash used by operating activities and
$13.2 million, net, used to purchase fixed assets. These uses of cash were
offset by $93.4 million, net, of cash provided from financing activities which
included sales of the Company's common stock, borrowings under the Company's
$90 million credit agreement and the issuance of long-term debt offset by
cash used for the redemption of the Company's 12-1/8% notes due January 1995.
<PAGE>
During the six months ended July 2, 1994, the $101.0 million of cash used by
operating activities funded a $94.1 million change in current accounts and $6.8
million of net losses from operations as adjusted for depreciation and gains on
the sales of a business and property, plant and equipment. The change in
current accounts was mainly composed of a $101.2 million increase in
inventories (due mainly to increased levels of color television production
to support higher projected shipment schedules in future months when production
is at capacity) and a $21.7 million increase in receivables (due to higher
sales), partially offset by a $31.3 million increase in accounts payable
and accrued expenses.
During the six months ended July 2, 1994, investing activities used $13.2
million of cash which consisted of capital additions of $28.0 million offset
by $14.8 million of proceeds from sales of a business and property, plant and
equipment. In the same period of 1993, investing activities used $11.9 million,
net, of cash for capital additions. Capital additions for the full year 1994
are expected to be about $60 million, significantly higher than the $26.1
million for the full year 1993 due mainly to moving the Company's injection
molding operation to Mexico and re-engineering activities related to the
core consumer electronics business.
During the six months ended July 2, 1994, financing activities provided $93.4
million of cash. Sales of the Company's common stock (including stock options)
provided $66.5 million of cash, borrowings under the Company's $90 million
credit agreement provided $49.4 million of cash and the sale of 8.5% senior
subordinated convertible debentures due 2001 provided $12.0 million of cash.
This was offset by $34.5 million of cash used to redeem the Company's
outstanding 12-1/8% notes due January 1995 at a redemption price equal to par
value (plus accrued interest).
As of July 2, 1994, total interest-bearing obligations of the Company
consisted of $182.0 million of long-term debt and $14.5 million of extended-
term payables with a foreign supplier. The Company's long-term debt is
composed of $115.0 million of 6-1/4% convertible subordinated debentures due
2011 that require annual sinking fund payments of $5.8 million beginning in
1997, $55.0 million aggregate principal amount of 8.5% senior subordinated
convertible debentures due 2000 and $12.0 million aggregate principal amount
of 8.5% senior subordinated convertible debentures due 2001.
On April 21, 1994, the Company entered into an amendment to its $90 million
Credit Agreement to extend the termination date of the Credit Agreement from
December 31, 1994 to June 30, 1996 on modestly improved terms. The financial
covenants included in the Credit Agreement relate to restrictions on capital
expenditures for each fiscal quarter, a quarterly minimum net worth test and a
quarterly leverage ratio requirement. (See Note 6 to Condensed Consolidated
Financial Statements for further discussion on the financial covenants.) On
August 5, 1994, the Company had $46.8 million of borrowings outstanding under
the Credit Agreement.
In March 1994 the Company filed a Registration Statement with the Securities
and Exchange Commission for 5.0 million shares of common stock to be sold by
means of a prospectus. This Registration Statement became effective in March
and the Company subsequently sold approximately 3.2 million shares of common
stock through July 2, 1994. As of August 8, 1994, the Company had sold 4.4
million of those shares.
Although the Company believes that the Credit Agreement, together with
extended-term payables expected to be available from a foreign supplier and its
continuing efforts to obtain other financing sources, will be adequate to meet
its seasonal working capital, capital expenditure and other needs in 1994,
there can be no assurance that the Company will not experience liquidity
problems in the future because of adverse market conditions or other
unfavorable events.
Outlook
- -------
The overall outlook for the Company (including its competitive condition and
business strategy) is essentially the same as described in the "Outlook"
section of "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" included in the Company's Form 10-K
for the year ended December 31, 1993.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
During the three months ended July 2, 1994, no reportable events or material
developments occurred with respect to the legal proceedings described under
Part II, Item 1 in the Company's Quarterly Report on Form 10-Q for the
Quarter ended April 2, 1994, and under Item 3 in the Company's Annual Report
on Form 10-K for the year ended December 31, 1993.
Item 2. Changes in Securities
(b) The Credit Agreement, as amended, prohibits dividend payments on the
Company's common stock, restricts dividend payments on any of its preferred
stock, if issued, and prohibits the redemption or repurchase of stock.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders was held on April 26, 1994.
(c) At the meeting, the following matters were voted on by security holders:
1. Ten Directors were elected and received the following votes:
Broker
For Withheld Non-Votes
---------- ------- ---------
Harry G. Beckner 32,478,143 618,255 0
T. Kimball Brooker 32,556,618 539,780 0
David H. Cohen 32,542,630 553,768 0
Ilene S. Gordon 32,611,691 484,707 0
Charles Marshall 32,549,376 547,022 0
Gerald M. McCarthy 32,497,068 599,330 0
Andrew McNally IV 32,499,064 597,334 0
Albin F. Moschner 32,366,256 730,142 0
Jerry K. Pearlman 32,293,079 803,319 0
Peter S. Willmott 32,644,162 452,236 0
2. A stockholder proposal requesting the Board of Directors to take the
steps necessary to provide for cumulative voting in the election of
directors was defeated with 4,837,768 shares voted for, 13,476,900
shares voted against, 645,052 shares abstaining and 14,136,678
broker non-votes.
3. Arthur Andersen & Co. was approved as independent public accountants
to examine the consolidated financial statements of the Company for
the year 1994 with 32,559,056 shares voted for, 272,278 shares voted
against and 265,064 shares abstaining. There were no broker
non-votes.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(4a) Indenture, dated as of April 1, 1986, for 6-1/4% Convertible
Subordinated Debentures due 2011 with The First National Bank
of Boston, Trustee (incorporated by reference to Exhibit 1 of
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1991)
(4b) Stockholder Rights Agreement, dated as of October 3, 1986 (incorporated
by reference to Exhibit 4c of the Company's Quarterly Report on
Form 10-Q for the quarter ended September 28, 1991)
(4c) Amendment, dated April 26, 1988, to Stockholder Rights Agreement
(incorporated by reference to Exhibit 4d of the Company's Quarterly
Report on Form 10-Q for the quarter ended April 3, 1993)
(4d) Amended and Restated Summary of Rights to Purchase Common Stock
(incorporated by reference to Exhibit 4e of the Company's Quarterly
Report on Form 10-Q for the quarter ended July 3, 1993)
(4e) Amendment, dated July 7, 1988, to Stockholder Rights Agreement
(incorporated by reference to Exhibit 4f of the Company's Quarterly
Report on Form 10-Q for the quarter ended July 3, 1993)
(4f) Agreement, dated May 23, 1991, among Zenith Electronics Corporation,
The First National Bank of Boston and Harris Trust and Savings Bank
(incorporated by reference to Exhibit 1 of Form 8, dated May 30, 1991)
(4g) Amendment, dated May 24, 1991, to Stockholder Rights Agreement
(incorporated by reference to Exhibit 2 of Form 8, dated May 30, 1991)
(4h) Agreement, dated as of February 1, 1993, among Zenith Electronics
Corporation, Harris Trust and Savings Bank and The Bank of New York
(incorporated by reference to Exhibit 1 of Form 8 dated March 25, 1993)
(4i) Credit Agreement, dated as of May 21, 1993, with General Electric
Capital Corporation, as agent and lender, and the other lenders named
therein (incorporated by reference to Exhibit 4 of the Company's
Current Report on Form 8-K, dated May 21, 1993)
(4j) Amendment No. 1 dated November 8, 1993, to the Credit Agreement dated
May 21, 1993, with General Electric Capital Corporation, as agent and
lender, and the other lenders named therein (incorporated by reference
to Exhibit 4(b) of the Company's Current Report on Form 8-K, dated
November 19, 1993)
(4k) Amendment No. 3 dated January 7, 1994, to the Credit Agreement dated
May 21, 1993, with General Electric Capital Corporation, as agent and
lender, The Bank of New York Commercial Corporation, as lender, and
Congress Financial Corporation, as lender (incorporated by reference to
Exhibit 4(b) of the Company's Current Report on Form 8-K dated January
11, 1994)
<PAGE>
(4l) Fourth Amendment dated January 28, 1994, to the Credit Agreement dated
May 21, 1993, with General Electric Capital Corporation, as agent and
lender, The Bank of New York Commercial Corporation, as lender, and
Congress Financial Corporation, as lender (incorporated by reference to
Exhibit 4 of the Company's Current Report on Form 8-K dated January 31,
1994)
(4m) Fifth Amendment dated April 21, 1994, to the Credit Agreement dated
May 21, 1993, with General Electric Capital Corporation, as agent and
lender, The Bank of New York Commercial Corporation, as lender, and
Congress Financial Corporation, as lender (incorporated by reference to
Exhibit 4 of the Company's Current Report on Form 8-K dated April 21,
1994)
(4n) Debenture Purchase Agreement dated as of November 19, 1993, with the
institutional investors named therein (incorporated by reference to
Exhibit 4(a) of the Company's Current Report on Form 8-K dated
November 19, 1993)
(4o) Amendment No. 1 dated November 24, 1993, to the Debenture Purchase
Agreement dated as of November 19, 1993, with the institutional investor
named therein (incorporated by reference to Exhibit 4(a) of the
Company's Current Report on Form 8-K dated November 24, 1993)
(4p) Amendment No. 2 dated January 11, 1994, to the Debenture Purchase
Agreement dated as of November 19, 1993, (incorporated by reference
to Exhibit 4(c) of the Company's Current Report on Form 8-K dated
January 11, 1994)
(4q) Debenture Purchase Agreement dated as of January 11, 1994, with the
institutional investors named therein (incorporated by reference to
Exhibit 4(a) of the Company's Current Report on Form 8-K dated
January 11, 1994)
(b) Reports on Form 8-K:
A report on Form 8-K dated April 20, 1994, was filed by the Company stating
under Item 5 that Zenith Electronics Corporation had issued a press release
announcing first quarter financial results for 1994.
A report on Form 8-K dated April 21, 1994, was filed by the Company stating
under Item 5 that Zenith Electronics Corporation had entered into an amendment
(the Fifth Amendment) to its $90 million Credit Agreement dated as of May 21,
1993 and that Zenith Electronics Corporation had completed its sale of the
power supply business to ORYX Technology Corporation.
A report on Form 8-K dated May 16, 1994, was filed by the Company stating
under Item 5 that Zenith Electronics Company had issued a press release stating
that Philips Consumer Electronics Company, Zenith Electronics Corporation and
Compression Labs, Inc. signed a joint development and marketing agreement.
<PAGE>
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 thereunto duly authorized.
ZENITH ELECTRONICS CORPORATION
(Registrant)
Date: August 8, 1994 By: /s/ Kell B. Benson
--------------------------
Kell B. Benson
Vice President-Finance
and Chief Financial Officer
(Principal Financial Officer)
