ZENITH ELECTRONICS CORP
8-K, 1994-05-16
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):                                May 16, 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 May 16, 1994, Zenith Electronics Corporation issued a press 
           release, 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
           May 16, 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:  May 16, 1994


<PAGE>

                               Exhibit Index     

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

  20               Press Release dated May 16, 1994







NEWS RELEASE                                                     Exhibit 20
- -------------

                    PHILIPS, ZENITH AND COMPRESSION LABS
                   --------------------------------------
                SIGN JOINT DEVELOPMENT AND MARKETING AGREEMENT
                -----------------------------------------------

          Companies Create One-Stop Source For A New Generation Of
         ---------------------------------------------------------
         Digital and Hybrid Digital/Analog Video-On-Demand Products
         ----------------------------------------------------------

NEW YORK, May 16, 1994 - Philips Consumer Electronics Company, Zenith 
Electronics Corporation and Compression Labs, Inc. (CLI), have signed 
an agreement to combine their efforts in offering cable operators, 
telecommunications companies and other network providers essential signal 
delivery products for full-service digital and analog networks.
   With the products produced under this agreement, network providers will 
be able to operate in both the digital and analog domains through open-
architecture, consumer-oriented decoders, and, for the first time, access 
a common integrated network management and security system.  The result 
is a cost-effective solution offering simplified network operation and an 
enhanced ability to extend the services of third-party information providers 
into the network.
   Zenith, Philips and CLI have agreed to combine their complementary 
technologies, product development and marketing capabilities to design and 
manufacture digital video-on-demand and hybrid digital/analog set-top 
terminals.  Network providers will be able to bring a wide range of 
programming into the home, such as video-on-demand, video games, home 
shopping and other video services, with two-way interactive communication 
available.  High-data-rate digital transmissions over fiber and cable 
will be delivered to the new set-top decoders.
   The agreement comes as leading network providers are selecting the products
they will deploy for revolutionary interactive entertainment and information 
services.  It also comes at a time when Philips, Zenith and other consumer 
electronics manufacturers are preparing for the ultimate migration of the 
features of set-top decoders into future digital television sets and VCRs.
   "Our extensive global engineering, marketing, manufacturing and support 
infrastructures, together with those of Zenith and Compression Labs, make 
the group a powerhouse that understands what consumers and network providers 
need in this emerging business," says Bill Kennedy, senior vice president, 
Philips Digital Videocommunication Systems, a Philips Consumer Electronics 
unit.
   "The group bring a unique vision to this emerging marketplace based on 
open standards, powerful solutions for a family of set-top decoder products 
and a look ahead to the advanced digital color television sets of the future," 
says Dean DeBiase, vice president, corporate marketing, Zenith Electronics 
Corporation.
   Jim Lakin, vice president, sales and marketing of CLI's Broadcast Products 
Group, says, "The combination of Zenith's digital VSB and two-way analog 
cable technologies with the Philips/CLI MPEG-2 digital set-top system 
provides, for the first time, an economical, open architecture for the 
delivery of clear-channel and digital video-on-demand in the full service 
network."

A New Family Of Set-Top Decoders
- ---------------------------------
   The allied group, with years of experience incorporating digital features 
into consumer electronics products, will offer a broad family of set-top 
devices ranging from analog, to hybrid digital/analog, to all-digital 
designs as well as ADSL boxes.
   Of great benefit to network providers will be the combination of MPEG-2 
(Moving Picture Experts Group) world-standard digital decoder technology 
from Philips and CLI with the robust Vestigial Sideband (16-VSB) transmission 
and real-time two-way technologies from Zenith.  The integration of MPEG-2 
with 16-VSB digital transmission creates a new hybrid digital/analog decoder 
configuration capable of receiving today's analog cable transmissions and 
future MPEG-2 digital transmissions within a single set-top unit.  MPEG and 
VSB are key features of the Digital HDTV Grand Alliance high-definition 
television system expected to be adopted next year as the U.S. broadcast 
standard by the Federal Communications Commission.
   Set-top decoders designed by the three companies will offer the industry's 
most consumer-oriented interface, including Zenith's down-loadable software 
functions allowing network providers to alter in-home functionality from the 
headend, the superior graphics of Philips' CD-i system, and Microware's 
"DAVID" multimedia operating system based on OS-9 technology.
   As integral parts of full-service, end-to-end networks, the digital set-top 
models will be compatible with video servers currently under development by 
a number of manufacturers, including Oracle Corporation, IBM Corporation, 
Digital Equipment Corporation and Hewlett-Packard Company.  They also will 
be compatible with CLI's line of real-time MPEG-2 encoders, and with 
Zenith's line of headend equipment including analog scrambling systems 
and digital VSB modulators.
   Philips, Zenith and CLI will employ their quality-driven, high-volume 
manufacturing resources to offer customers reliable and flexible supplies 
of decoders.
   As digital building blocks are incorporated into a new generation of 
television sets, the decoders themselves are expected to become less 
expensive, smaller "set-back" boxes.
 
Leadership In Developing Television Technologies
- ------------------------------------------------
   The three companies are leaders in consumer electronics, cable television 
and digital compression.
   Philips and Zenith are two of the largest color television manufacturers in 
North America.  In addition to broad cable experience, the two companies 
bring advanced consumer electronics design, low-cost manufacturing and 
extensive consumer marketing expertise to this agreement.  And, they are 
well-positioned to serve the needs of consumers and network providers alike 
as the functions of digital set-top boxes migrate into future consumer 
electronics products to be produced by the entire industry.
   In January 1994, Philips and CLI entered into an agreement to develop 
a line of MPEG-2 digital set-top decoders which were subsequently selected 
by Bell Atlantic for deployment in their ADSL and wideband networks.  
CLI technology had been previously chosen by Bell Atlantic for its 
video-on-demand trial in the Spring of 1993.  Zenith digital set-top 
boxes based on MPEG-2 and VSB technology were selected earlier this 
month for a NYNEX video-on-demand digital trial.
   CLI brings more than 17 years of experience as a premier supplier of 
real-time digital video encoding and decoding systems.  CLI offers 
MPEG-based encoders and decoders that allow a wide variety of customers 
to economically deliver real-time broadcast and non-real-time video-
on-demand services over twisted pair, coaxial cable, optical fiber 
and satellite.
   Compression Labs Inc. (CLI) (NASDAQ/NMS:CLIX) is a leader in the rapidly 
expanding video compression market.  The company's Compressed Digital 
Video (CDVTM) technology digitizes and compresses full-motion video signals 
for practical and economical transmission over telephone, satellite, fiber 
and cable networks.  With headquarters in San Jose, Calif., CLI develops 
and markets products and services for group video conferencing, broadcast 
video and personal video.
   Philips Consumer Electronics Company (PCEC), Knoxville, Tenn., is home 
to the domestic offices of Philips Digital Videocommunication Systems, 
provider of system solutions for signal delivery in the full service 
network.  Philips' network capabilities include Philips Broadband Networks, 
Inc., Manlius, New York, a major supplier of video signal delivery equipment 
to the cable television industry.  The inventor of digital audio CD technology, 
Philips has led in the development of MPEG-based, compressed full motion, 
full screen digital video, already available on five-inch discs to buyers of 
its CD-i system.  The marketer of Magnavox and Philips consumer and 
professional electronics in North America, Philips is among the world's 
largest developers and manufacturers of television, video and audio products.
   Zenith and Philips are members of the Digital HDTV Grand Alliance.
   Zenith Electronics Corporation (NYSE:ZE), based in Glenview, Ill., has been 
a leader in electronics for 75 years.  Zenith's core business -- consumer 
electronics and network systems -- is at the center of the company's digital 
strategy, which includes interactive television, digital cable, video dial-
tone, networking and HDTV systems.  With extensive expertise in analog 
scrambling systems, real-time two-way cable systems, digital transmission 
technologies and computer networks, Zenith has more than 15 years of 
experience in the network systems area.

                                         ###

For more information, contact:

CLI Public Relations     Philips Public Relations     Zenith Public Relations
Joyce Strand             Jon Kasle                    John Taylor
(408)922-4610            (615)521-3274                (708)391-8181
Mia Bradway                   or
(408)428-6735            David Elliott                Zenith Investor Relations
                         (404)880-5276                Bill McNitt
CLI Investor Relations                                (708)391-7713
Susan Upcher
(408)922-5523



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