ZENITH ELECTRONICS CORP
8-K, 1994-02-15
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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                                 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):                                February 15, 1994



                    Zenith Electronics Corporation
          (Exact name of registrant as specified in its charter)



     Delaware                   1-4115               36-1996520
(State or 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.
           -------------
                     
           On February 15, 1994, Zenith Electronics Corporation issued 
           a press release announcing fourth quarter and full year
           financial results for 1993, which is attached as Exhibit
           20 hereto and is incorporated by reference herein.

Item 7.    Financial Statements, Pro forma Financial Information 
           ----------------------------------------------------- 
           and Exhibits.
           -------------
          
      (c)  The following exhibits are included as part of this report:

           Exhibit 20 - Zenith Electronics Corporation Press Release
           dated February 15, 1994.
          


                              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:  February 15, 1994


<PAGE>


                               Exhibit Index     

Exhibit
Number            Exhibit Description
- -------     --------------------------------------- 

  20         Press Release dated February 15, 1994 






FOR IMMEDIATE RELEASE 
- ---------------------

        ZENITH REPORTS FOURTH-QUARTER LOSS, RESTRUCTURING CHARGES 


GLENVIEW, Ill., Feb. 15, 1994 --  Zenith Electronics Corporation's 
fourth-quarter 1993 pre-tax operating results were essentially unchanged 
from the fourth quarter of 1992 -- an operating loss of $5 million 
before restructuring charges.
		Major cost-reduction efforts helped offset the effect of a $26 million 
drop in sales in non-core business areas, $8 million of color TV price 
reductions implemented a year ago, and a $3 million charge for increases 
in certain inventories accounted for on a LIFO basis. 
		Special fourth-quarter 1993 charges were $31 million, primarily related 
to restructuring and re-engineering actions announced in December.  The 
charges cover actions that, together with other initiatives, are expected 
to reduce ongoing costs by about $50 million in 1994, compared with 1993.  
		The total fourth-quarter loss was $36.0 million, or $1.04 per share in 
1993, compared with a net loss of $20.3 million, or 67 cents per share in 
1992. (Fourth-quarter 1992 results included net charges of $15 million, 
made up of a $25 million special charge, offset in part by a $10 million 
tax credit.)
		Fourth-quarter sales were $361 million in 1993 and $385 million in 1992. 
Sales in the core product areas were up slightly in the fourth quarter. 
Sales for non-core product areas declined by $26 million.
  						    
                                                               (MORE) 
<PAGE>                                                          

                                                                  -2- 		

  Color television dollar sales were up substantially, despite the $8 million 
of lower prices compared with the fourth quarter of 1992 (although pricing 
remained relatively stable throughout 1993).  The higher TV sales were 
largely offset by lower sales of other core products, primarily picture 
tubes sold to other manufacturers, due to a glass shortage which also 
adversely impacted Zenith color TV sales.   
		For the full year, Zenith reported a net loss of $97.0 million, or $3.01 
per share, compared with a 1992 loss of $105.9 million, or $3.59 per share.  
Results for 1992 included restructuring charges of $48 million and tax 
credits of $16 million.  		
  Full-year sales were $1,228 million in 1993, compared with $1,243 million 
in 1992. 	
 	Zenith Electronics Corporation, based in Glenview, Ill., has been a 
leader in electronics for 75 years.  Zenith's core business -- consumer 
electronics, cable and networking products -- is at the center of the 
company's digital strategy, which includes interactive television, digital 
cable, video dial- tone, networking and high-definition television systems.
                                
                                  -30- 


MEDIA CONTACT:     John Taylor (708) 391-8181
INVESTOR CONTACT:  Bill McNitt (708) 391-7713
  

<PAGE>


                       ZENITH ELECTRONICS CORPORATION
                   STATEMENTS OF CONSOLIDATED OPERATIONS 
                   (In millions, except per share amount)


<TABLE>
<CAPTION>
                                           (Unaudited)
                                      Three Months Ended  Twelve Months Ended                                                       
                                      ------------------  ---------------------- 
                                      Dec. 31,   Dec. 31,   Dec. 31,    Dec. 31,  
                                        1993      1992       1993        1992
                                      --------  --------  ----------  ---------- 
<S>                                   <C>       <C>       <C>         <C>     
Net sales                             $ 361.2   $ 385.0   $1,228.2    $1,243.5     
                                      --------  --------  ----------  ---------- 

Costs, expenses and other:
  Cost of products sold                 335.1     357.9    1,163.9     1,179.3
  Selling, general and administrative    24.3      24.8       92.5        94.0
  Engineering and research               11.2      14.3       47.8        55.4
  Other operating expense (income), net  (8.7)     (9.9)     (25.2)      (24.3)
  Restructuring and other charges        31.0      24.8       31.0        48.1
                                      --------  --------  ----------  ----------

Operating income (loss)                 (31.7)    (26.9)     (81.8)     (109.0)
Interest expense                         (4.4)     (3.9)     (15.5)      (13.7)
Interest income                            -         .5         .3          .9
                                      --------  --------  ----------  ----------

Income (loss) before income taxes       (36.1)    (30.3)     (97.0)     (121.8) 
Income taxes (credit)                     (.1)    (10.0)        -        (15.9)
                                      --------  --------  ----------  ----------

Net income (loss)                     $ (36.0)  $ (20.3)   $ (97.0)    $(105.9)
                                      ========  ========  ==========  ==========
     
Net income (loss) 
  per share of common stock           $ (1.04)  $ (.67)    $ (3.01)    $(3.59)
                                      ========= =========  =========   =========


Average shares outstanding               34.7      30.3       32.3        29.5


</TABLE>


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