<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ZENITH ELECTRONICS CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-1996520
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
1000 MILWAUKEE AVENUE
Glenview, Illinois 60025
708-391-7000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
John Borst, Jr.
General Counsel
Zenith Electronics Corporation
1000 Milwaukee Avenue
Glenview, Illinois 60025
708-391-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPY TO:
Thomas A. Cole
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, check the following box. /X/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value..................... 6,835,246(1) $7.8125(2) $53,400,359(2) $18,414
Common Stock Purchase Rights...................... 6,835,246(3) -- (3) -- (3) -- (3)
<FN>
(1) Based on the number of shares issuable upon conversion of $55,000,000
principal amount of the Company's 8.5% Senior Subordinated Convertible
Debentures due 2000 at the initial conversion price of $9.76 and
$12,000,000 principal amount of the Company's 8.5% Senior Subordinated
Convertible Debentures due 2001 at the initial conversion price of $10.00.
The number of shares issuable upon conversion is subject to change to
prevent dilution resulting from stock splits, stock dividends or similar
transactions, and this Registration Statement shall cover the additional
securities to be offered or issued in connection therewith.
(2) Estimated solely for the purpose of calculating the registration fee and
based upon the average of the high and low sale price of Common Stock of
the Registrant on the New York Stock Exchange on February 1, 1994.
(3) Rights are initially carried and traded with the Common Stock of the
Registrant. Value attributable to such Rights, if any, is reflected in the
market price of the Common Stock.
</TABLE>
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
[LOGO]
ZENITH ELECTRONICS CORPORATION
COMMON STOCK
($1.00 PAR VALUE)
------------------------
This Prospectus relates to shares of Common Stock, $1.00 par value (the "Common
Stock"), of Zenith Electronics Corporation ("Zenith" or the "Company") issuable
upon the conversion of the Company's $55 million principal amount of 8.5% Senior
Subordinated Convertible Debentures due 2000 and $12 million principal amount of
8.5% Senior Subordinated Convertible Debentures due 2001 (collectively, the
"8.5% Debentures"). The shares of Common Stock to which this Prospectus relates
(the "Shares") will be offered by the holders of the 8.5% Debentures who
exercise their right to convert the 8.5% Debentures into Common Stock (the
"Selling Stockholders"). See "Selling Stockholders."
The Selling Stockholders will receive all of the net proceeds from the sale of
the Shares and will pay all underwriting discounts or commissions, if any,
applicable to the sale of the Shares. The Company is responsible for the payment
of all other expenses incident to the offer and sale of the Shares.
The Selling Stockholders have not advised the Company of any specific plans for
the distribution of the Shares, but it is anticipated that the Shares may be
sold from time to time in transactions (which may include block transactions) on
the New York Stock Exchange or the Chicago Stock Exchange. Sales of the Shares
may also be made through negotiated transactions or otherwise. The Selling
Stockholders and any broker-dealers, agents or underwriters which participate in
the distribution of the Shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commission received by them or purchases by them of the Shares at a price
less than the initial price to the public may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution."
The Common Stock is listed on the New York and Chicago Stock Exchanges under the
symbol "ZE" and is also registered on the Basel, Geneva and Zurich, Switzerland
Stock Exchanges. On February 3, 1994, the last reported sale price of the Common
Stock on the New York Stock Exchange was $8 3/4 per share. See "Price Range of
Common Stock."
SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF FACTORS THAT SHOULD BE
CONSIDERED BY INVESTORS BEFORE PURCHASING THE SHARES OF COMMON STOCK OFFERED
HEREBY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is February , 1994.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE
OFFER MADE BY THIS PROSPECTUS AND PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. NEITHER THIS
PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY OR THEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Certain information, as
of particular dates, concerning the Company's directors and officers, their
compensation, the principal holders of securities of the Company and any
material interests of such persons in transactions with the Company is discussed
in proxy statements of the Company distributed to stockholders of the Company
and filed with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the following regional offices of the Commission:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 13th Floor, Seven World Trade Center, New York, New York
10048. Copies of such materials may be obtained from the Public Reference Branch
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, such reports, proxy statements and other
information can be inspected at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005 and the Chicago Stock Exchange, 440 South
LaSalle Street, Chicago, Illinois 60605.
The Company has filed with the Commission in Washington, D.C. a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and exhibits thereto, as permitted by the rules and regulations of the
Commission. For further information pertaining to the Company and the securities
offered hereby, reference is made to the Registration Statement and the exhibits
thereto, which may be examined without charge at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies thereof may be obtained from the Public Reference Branch of the
Commission upon payment at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Commission are incorporated by reference in this Prospectus:
(a)the Company's Annual Report on Form 10-K for the year ended December
31, 1992;
(b)the Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended April 3, 1993, July 3, 1993 and October 2, 1993; and
(c)the Company's Current Reports on Form 8-K, dated March 11, 1993, March
26, 1993, May 21, 1993, July 29, 1993, September 21, 1993, October 21,
1993, November 19, 1993, November 24, 1993, December 14, 1993, December 15,
1993, January 11, 1994, January 13, 1994, January 31, 1994 and February 4,
1993.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of securities contemplated hereby shall be deemed to
be incorporated by reference in this Prospectus or any Prospectus Supplement and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference or deemed to be incorporated
by reference in this Prospectus or any Prospectus Supplement shall be deemed to
be modified or superseded for all purposes of this Prospectus or such Prospectus
Supplement to the extent that a statement contained herein, therein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein or in such Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or any Prospectus Supplement.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any and all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to: David S. Levin,
Secretary, Zenith Electronics Corporation, 1000 Milwaukee Avenue, Glenview,
Illinois 60025; telephone number (708) 391-8048.
2
<PAGE>
THE COMPANY
Zenith was founded in 1918 and has been a leader in consumer electronics,
first in radio and later in monochrome and color television and other video
products.
Zenith operations involve a dominant industry segment, the design,
development, and manufacture of video products (including color television sets
and other consumer products) along with parts and accessories for such products.
These products along with purchased video cassette recorders are sold
principally to retail dealers and wholesale distributors in the United States,
Canada and other foreign countries. The Company also sells directly to buying
groups, private label customers and the lodging, health care and rent-to-own
industries.
Zenith's video products also include color picture tubes that are produced
for and sold to other manufacturers; video monitors (including monitors that use
the Company's patented flat tension mask (FTM) picture tube) which are primarily
produced for and sold to computer manufacturers; and cable and subscription
television products which are sold primarily to cable television operators. The
Company also makes power supplies, hybrid microcircuits and high-security
electronic equipment.
The Company has reported substantial losses from its continuing operations
for the last eight years. These results reflect the cumulative effect of
frequent and significant color TV price reductions during the 1980s and, in more
recent years, also reflect recessionary conditions in the United States. In
addition, the Company has invested significant amounts in engineering and
research in recent years, which amounts have been expensed as incurred.
The Company, which is incorporated under the laws of the State of Delaware,
has its principal executive offices at 1000 Milwaukee Avenue, Glenview, Illinois
60025. Its telephone number is (708) 391-7000.
RECENT DEVELOPMENTS
On January 28, 1994, the Company entered into the Fourth Amendment (the
"Fourth Amendment") dated as of January 28, 1994 to its Credit Agreement dated
as of 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, as amended (the "Credit Agreement"). The
Fourth Amendment revised certain financial covenants (restrictions on capital
expenditures, the quarterly minimum net worth test and the quarterly ratio of
liabilities to net worth requirement) as of December 31, 1993. See "Credit
Agreement." 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, primarily for non-cash fixed assets and inventory write downs, as
well as severance costs. The special charge relates to the Company's plan to
restructure certain product areas and re-engineer its core consumer electronics
and cable business, which will affect computer monitors and magnetics, product
areas in which the Company is bringing production capacity more in line with
expected levels of business.
On January 13, 1994, the Company redeemed all $34.5 million outstanding
principal amount of its 12 1/8% Notes due January 15, 1995 at a redemption price
equal to par plus accrued interest.
INVESTMENT CONSIDERATIONS
THE FOLLOWING FACTORS SHOULD BE CAREFULLY CONSIDERED IN EVALUATING AN
INVESTMENT IN ANY SHARES OF COMMON STOCK OFFERED HEREBY:
LOSSES FROM CONTINUING OPERATIONS. The Company has reported substantial
losses from its continuing operations for the last eight years. The color
television market in the United States has been under intense pricing pressure
for many years and color television prices have dropped sharply, resulting in
substantially reduced profit margins. Although the Company has benefitted from
major cost-reduction programs, lower sales and inflationary cost increases have
more than offset such cost reduction benefits. In recent years, operating
results have also been adversely affected by significant
3
<PAGE>
restructuring charges, start-up costs for new programs and costs related to
downsizing certain non-consumer businesses. The Company expects a loss in the
fourth quarter and the full year 1993 despite record industry unit volume. The
Company also plans to take a special charge of about $30 million in the fourth
quarter of 1993. See "Recent Developments." There can be no assurance that the
Company's net operating losses will not continue for the foreseeable future.
LIQUIDITY. Cash decreased from $176 million at December 31, 1989 to zero at
October 2, 1993. (Due to the seasonal nature of the Company's business, cash
available peaks after year ends). Of the total cash decrease, $67 million was
related to the disposition of the discontinued computer products business and
took place in 1990, while the remaining $109 million related to ongoing
operations, including cash used for operating activities, investing activities
and financing activities. The Company's borrowings during this period have
increased, and the Company entered into the Credit Agreement in May of 1993. The
maximum commitment of funds available for borrowing under the Credit Agreement
is $90 million, based upon a borrowing base formula related to eligible accounts
and eligible inventory (each as defined in the Credit Agreement). As of February
3, 1994, the Company had outstanding borrowings under the Credit Agreement of
$25 million. The Credit Agreement is scheduled to expire in December 1994. See
"Credit Agreement." Although the Company believes that its Credit Agreement,
together with extended-term payables available from a foreign supplier and its
continuing efforts to obtain other financing sources, will be adequate to meet
its seasonal working capital needs, there can be no assurance that the Company
may not experience liquidity problems in the future because of adverse market
conditions or other unfavorable events.
BUSINESS STRATEGY. The Company's business strategy involves improving the
profitability of core businesses and the introduction of new products, such as
high-definition television, home theater TVs and new digital cable products, as
well as the restructuring of certain business operations. These efforts to
improve profitability, develop and introduce new products and restructure
operations are expected to continue to involve significant expenditures by the
Company in 1994 and beyond. There can be no assurance that the Company will
achieve the improvement in financial results expected from this business
strategy.
COMPETITION. The Company's major product areas, including the color
television market, are highly competitive. The Company's major competitors are
foreign-owned global giants, generally with greater financial, marketing,
manufacturing and technical resources. In efforts to increase market share or
achieve higher production volumes, the Company's competitors have aggressively
lowered their selling prices. Some of the Company's foreign competitors have
been capable of offsetting the effects of U.S. price reductions through sales at
higher margins in their home markets and through direct governmental supports.
There can be no assurance that such competition will not continue to adversely
affect the Company's performance or that the Company will be able to maintain
its market share in the face of such competition.
CREDIT AGREEMENT
THE FOLLOWING IS A SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE
CREDIT AGREEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CREDIT
AGREEMENT, AS AMENDED, A COPY OF WHICH IS FILED AS AN EXHIBIT TO THE
REGISTRATION STATEMENT.
The Credit Agreement provides the Company with a credit facility having an
aggregate maximum commitment of $90 million based on a borrowing base formula
related to eligible accounts and eligible inventory (each as defined in the
Credit Agreement). The Credit Agreement includes terms, conditions,
representations and warranties, covenants, indemnities and events of default and
other provisions which are customary in such agreements.
The Credit Agreement terminates on December 31, 1994 (unless extended by
agreement of the lenders), at which time all outstanding indebtedness under such
credit facility would have to be repaid or refinanced. In the event that the
Company receives proceeds from the issuance of certain debt or equity
4
<PAGE>
securities or from the sale of certain material assets, such proceeds must be
applied to prepay any outstanding borrowings under the Credit Agreement. In the
event of certain material asset transactions, the Credit Agreement requires a
partial reduction in the maximum commitment of the lenders.
The Credit Agreement interest rate is the Base Rate (as defined) plus 1 3/4%
per annum on the outstanding borrowings. Additionally, the Company pays a 1/2%
non-use fee on the unused portion of the credit facility. Loans under the Credit
Agreement are secured by accounts receivable, inventory, general intangibles,
trademarks and the tuning system patent license agreements of the Company and
certain of its domestic subsidiaries.
The Credit Agreement contains covenants that include, among other things,
requirements to maintain certain financial tests and ratios (including a minimum
net worth and a liabilities to net worth ratio), and certain restrictions and
limitations, including those on capital expenditures, dollar limits on the
amount of inventory for certain of the Company's products, changes in control,
payments of dividends, sales of assets, investments, additional borrowings,
mergers and purchases of stock and assets.
The Credit Agreement contains restrictive financial covenants that must be
maintained as of the end of each fiscal quarter, including a liabilities to net
worth ratio and a minimum net worth amount. The ratio of liabilities to net
worth and minimum net worth amount varies from quarter to quarter. As of October
2, 1993, the ratio of liabilities to net worth was required to be not greater
than 2.93 to 1.0 and was actually 2.60 to 1.0, and net worth was required to be
equal to or greater than $170.0 million and was actually $174.9 million. The
Fourth Amendment to the Credit Agreement increased the allowed ratio of
liabilities to net worth as of December 31, 1993 from 2.29 to 1.0 to 3.70 to 1.0
and reduced the required net worth as of December 31, 1993 from $178.0 million
to $140.0 million. Also due to the Fourth Amendment, at the end of each of the
first three fiscal quarters of 1994, 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 3.70 to 1.0, and minimum net worth is required to be maintained at
amounts ranging from a high of $140 million to a low of $101 million. See
"Recent Developments."
The Credit Agreement prohibits dividend payments on Common Stock and any of
the Company's preferred stock, if issued. See "Dividend Policy."
5
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following consolidated results of operations data relating to the years
ended December 31, 1992, December 31, 1991 and December 31, 1990 and the
following consolidated balance sheet data at December 31, 1992 and December 31,
1991 are derived from and should be read in conjunction with the consolidated
financial statements, including the notes thereto, included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated
by reference herein. The consolidated results of operations data relating to the
years ended December 31, 1989 and December 31, 1988 and the consolidated balance
sheet data at December 31, 1990, December 31, 1989 and December 31, 1988 are
derived from the Company's previously audited financial statements.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1992(2) 1991 1990 1989 1988
----------- ----------- ----------- ----------- -----------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS DATA:
Net sales............................... $ 1,243.5 $ 1,321.6 $ 1,409.9 $ 1,548.9 $ 1,401.0
----------- ----------- ----------- ----------- -----------
Cost of products sold................... 1,179.3 1,208.4 1,295.9 1,407.0 1,248.2
Selling, general and administrative..... 94.0 101.2 106.5 103.9 109.1
Engineering and research................ 55.4 54.1 55.9 51.4 59.0
Other operating expense (income), net... (24.3) .5 (2.0) (2.7) (1.1)
Restructuring and other charges......... 48.1 -- -- -- --
----------- ----------- ----------- ----------- -----------
Operating income (loss)................. (109.0) (42.6) (46.4) (10.7) (14.2)
Interest expense........................ (13.7) (12.4) (12.6) (6.0) (6.5)
Interest income......................... .9 3.6 4.6 .8 .9
Gain on sale of properties, and other,
net.................................... -- -- 1.1 1.1 6.6
----------- ----------- ----------- ----------- -----------
Income (loss) before income taxes....... (121.8) (51.4) (53.3) (14.8) (13.2)
Income taxes (credit)................... (15.9) .2 .9 .2 .8
----------- ----------- ----------- ----------- -----------
Income (loss) from continuing
operations............................. (105.9) (51.6) (54.2) (15.0) (14.0)
Income (loss) from discontinued
operations(1).......................... -- -- (11.0) (51.4) 22.7
----------- ----------- ----------- ----------- -----------
Net income (loss)....................... $ (105.9) $ (51.6) $ (65.2) $ (66.4) $ 8.7
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
PER SHARE DATA:
Income (loss) from continuing
operations............................. $ (3.59) $ (1.79) $ (2.02) $ (.56) $ (.54)
Income (loss) from discontinued
operations(1).......................... -- -- (.41) (1.92) .87
----------- ----------- ----------- ----------- -----------
Net income (loss) per share............. $ (3.59) $ (1.79) $ (2.43) $ (2.48) $ .33
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
BALANCE SHEET DATA (END OF PERIOD):
Assets of continuing operations......... $ 578.6 $ 686.9 $ 722.7 $ 920.7 $ 724.2
Assets of discontinued operations(1).... -- -- -- -- 442.8
----------- ----------- ----------- ----------- -----------
Total assets........................ $ 578.6 $ 686.9 $ 722.7 $ 920.7 $ 1,167.0
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
OTHER DATA (CONTINUING OPERATIONS):
Depreciation............................ $ 37.7 $ 37.9 $ 38.8 $ 40.5 $ 38.9
Capital additions, net.................. 25.7 23.9 30.8 32.9 19.9
Cash.................................... 5.8 36.3 56.3 175.7 26.3
Working capital......................... 170.6 254.3 283.8 333.1 107.0
Short-term debt......................... 10.1 -- -- 38.9 106.9
Long-term debt.......................... 149.5 149.5 151.1 150.9 308.6
Stockholders' equity.................... 210.1 308.8 345.9 404.5 470.0
<FN>
- ------------------------------
(1) On December 28, 1989, the Company sold its computer products business to
Groupe Bull and received a closing-date payment of $496.4 million in cash.
The 1990 results reflect an $11.0 million adjustment to the previously
recorded gain on such sale based upon the receipt of an additional, final
post-closing payment of $15.0 million.
(2) Includes $48.1 million of restructuring and other charges, $26.0 million
of royalty income and $15.9 million of income tax credits.
</TABLE>
6
<PAGE>
CAPITALIZATION
The following table sets forth a summary of the short-term debt and
capitalization of the Company, on a consolidated basis (a) at October 2, 1993,
and (b) as adjusted to reflect the issuance and sale by the Company of $67
million principal amount of 8.5% Debentures and the use of the net proceeds
therefrom to repay borrowings under the Credit Agreement and to redeem the
12 1/8% Notes on January 13, 1994. See "Recent Developments."
<TABLE>
<CAPTION>
OCTOBER 2, 1993
-----------------------
ACTUAL AS ADJUSTED
------- -------------
(DOLLARS IN MILLIONS)
(UNAUDITED)
<S> <C> <C>
SHORT-TERM DEBT:
Total short-term debt.............................. $ 61.5 $ 29.0
------- -------------
------- -------------
LONG-TERM DEBT:
12 1/8% Notes due 1995................................. $ 34.5 -$-
6 1/4% Convertible Subordinated Debentures due 2011.... 115.0 115.0
8.5% Senior Subordinated Convertible Debentures due
2000.................................................. -- 55.0
8.5% Senior Subordinated Convertible Debentures due
2001.................................................. -- 12.0
------- -------------
Total long-term debt............................... 149.5 182.0
------- -------------
STOCKHOLDERS' EQUITY:
Common stock, $1 par value; 100,000,000 shares
authorized;
34,111,358 shares issued(1)........................... 34.1 34.1
Additional paid-in capital............................. 193.4 193.4
Retained earnings (deficit)............................ (52.1) (52.1)
Cost of 21,000 common shares in treasury............... (.5) (.5)
------- -------------
Total stockholders' equity......................... 174.9 174.9
------- -------------
Total long-term debt and stockholders' equity...... $ 324.4 $356.9
------- -------------
------- -------------
<FN>
- ------------------------
(1) Shares of Common Stock issued and outstanding as of October 2, 1993 do not
include, as of February 2, 1994, (i) 10,515,246 shares reserved for
conversion of the 8.5% Debentures and the 6 1/4% Convertible Subordinated
Debentures, (ii) 2,674,136 shares reserved for sale to directors, officers
and key employees of the Company under approved stock option plans, (iii)
18,198,207 shares reserved for issuance under the Company's Stockholder
Rights Plan (see "Description of Capital Stock -- Stockholder Rights
Plan"), (iv) 96,552 shares issued January 13, 1994 in a private placement
in settlement of a patent infringement action, (v) 995,904 shares issued
January 28, 1994 to the Company's employee profit sharing plans and (vi)
approximately 1,772,700 shares sold by the Company after October 2, 1993
and prior to February 4, 1994 through an agent by means of ordinary
broker's transactions on the New York Stock Exchange. The Company has the
ability to sell up to approximately 477,300 additional shares pursuant to
an effective registration statement. At the Company's Annual Meeting of
Stockholders held on May 4, 1993, the stockholders approved the
authorization of 8,000,000 shares of preferred stock of which none are
issued or outstanding as of the date of this Prospectus.
</TABLE>
7
<PAGE>
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is listed on the New York and Chicago Stock
Exchanges. Set forth below are the high and low sale prices per share (as
reported on the New York Stock Exchange) for the fiscal quarters indicated.
<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
1991:
First Quarter.......... $ 9 3/8 $ 6 1/8
Second Quarter......... 8 5/8 6 3/8
Third Quarter.......... 7 1/4 5 3/8
Fourth Quarter......... 7 5/8 5 1/8
1992:
First Quarter.......... 11 1/8 7 1/4
Second Quarter......... 9 3/8 6 3/4
Third Quarter.......... 8 6 1/8
Fourth Quarter......... 7 5
1993:
First Quarter.......... 8 3/8 5 7/8
Second Quarter......... 10 1/2 6 1/2
Third Quarter.......... 8 3/8 6 1/4
Fourth Quarter......... 8 1/8 6 1/4
1994:
First Quarter (through
February 3, 1994)..... 8 3/4 7
</TABLE>
The last reported sale price for the Common Stock on the New York Stock
Exchange on February 3, 1994 was $8 3/4 per share.
DIVIDEND POLICY
The Company has paid no cash dividends on its Common Stock since 1982 and
does not anticipate paying any in the foreseeable future. Dividends may be paid
on the Common Stock, when and if declared by the Company's Board of Directors,
out of funds legally available therefor. In general, the Credit Agreement
provides that the Company and its subsidiaries cannot pay dividends, make any
other distributions or redeem, purchase, prepay or otherwise acquire or retire
any class of stock of the Company or its subsidiaries and restricts dividend
payments on any of the Company's preferred stock, if issued. In addition, the
agreements under which the 8.5% Debentures were issued each provide that the
aggregate amount of the dividend payments, distributions or purchases or
redemptions of any class of capital stock of the Company or its subsidiaries
from and after November 19, 1993 cannot exceed the sum of (i) 80% of the
Company's cumulative consolidated operating net income (or if a loss, 100% of
such loss) plus (ii) the aggregate net proceeds received by the Company from
certain issuances of its capital stock (except redeemable stock) less the
aggregate amount of proceeds used to prepay, redeem, retire or otherwise acquire
securities subordinate in right of payment to the 8.5% Debentures.
DESCRIPTION OF CAPITAL STOCK
THE FOLLOWING SUMMARIES DO NOT PURPORT TO BE COMPLETE AND ARE SUBJECT TO,
AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO, THE FOLLOWING DOCUMENTS:
(I) THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, (II) THE
COMPANY'S BY-LAWS, AS AMENDED TO DATE (THE "BY-LAWS"), AND (III) THE RIGHTS
AGREEMENT, AS AMENDED, BETWEEN THE COMPANY AND THE BANK OF NEW YORK, AS RIGHTS
AGENT (THE "RIGHTS AGREEMENT"). A COPY OF EACH OF THE RESTATED CERTIFICATE OF
INCORPORATION, BY-LAWS AND RIGHTS AGREEMENT IS FILED AS AN EXHIBIT TO THE
REGISTRATION STATEMENT.
8
<PAGE>
The Company's Restated Certificate of Incorporation, as amended, authorizes
the issuance of 100,000,000 shares of Common Stock, par value $1.00 per share,
of which 36,396,414 shares were outstanding on February 2, 1994, and 8,000,000
shares of preferred stock, par value $1.00 per share (the "Preferred Stock"), of
which none is outstanding as of the date of this Prospectus.
PREFERRED STOCK
Under the Restated Certificate of Incorporation, the Board of Directors of
the Company is authorized, without the necessity of further action or
authorization by the stockholders (unless required in a specific case by
applicable law or regulations or stock exchange rules), to issue Preferred Stock
from time to time in one or more series and to determine all relevant terms of
each such series, including but not limited to the following: (a) the number of
shares constituting such series; (b) the dividend rates and priority, if any,
and whether the dividends would be cumulative and, if so, from what date or
dates; (c) whether the holders of the shares of such series would have full,
limited or no voting powers; (d) whether, and upon what terms, the shares of
such series would be convertible into, or exchangeable for, other securities;
(e) whether and upon what terms, the shares of such series would be redeemable;
(f) whether a sinking fund would be provided for the redemption of the shares of
such series and, if so, the terms thereof; and (g) the preference, if any, to
which shares of such series would be entitled in the event of voluntary or
involuntary liquidation of the Company. The Restated Certificate of
Incorporation, however, provides that, with respect to voting powers, holders of
a series of Preferred Stock (i) will not be entitled to more than the lesser of
(x) one vote per $100 of liquidation value or (y) one vote per share and (ii)
will not be entitled to a class vote (other than as required by law and other
than the limited right to elect two additional directors in the event of the
failure to pay in full dividends on any series of Preferred Stock for any six
quarterly dividend periods).
Even though the voting rights of any Preferred Stock that may be issued will
be limited, the issuance of Preferred Stock could be used to discourage attempts
to acquire control of the Company which the Board of Directors oppose. The Board
of Directors has represented that it will not authorize the Company to issue,
without prior stockholder approval, any series of Preferred Stock to any
individual or group (i) for any defensive or anti-takeover purpose, (ii) with
features intended to make any attempted acquisition of the Company more
difficult or costly or (iii) for the purpose of creating a block of voting power
which has agreed to support the Board and management on a controversial issue.
This representation does not preclude the Board from authorizing the issuance of
a series of Preferred Stock in a public offering.
COMMON STOCK
Holders of the Common Stock are entitled to one vote for each share held of
record, in person or by proxy, at all meetings of the stockholders and on all
propositions before such meetings. The Common Stock does not have cumulative
voting rights in the election of directors. Holders of the Common Stock have no
preemptive, subscription, redemption or conversion rights. All outstanding
shares of Common Stock are fully paid and nonassessable. In the event of
liquidation, dissolution or winding up of the affairs of the Company, the assets
remaining after provision for payment of creditors and after distribution in
full of the preferential amount to be distributed to the holders of shares of
any Preferred Stock, are distributable pro rata among holders of Common Stock.
The transfer agent and registrar of the Company's Common Stock is The Bank
of New York, 101 Barclay Street, New York, New York 10286.
STOCKHOLDER RIGHTS PLAN
Pursuant to a Stockholder Rights Plan adopted in 1986 and subsequently
amended, the Company distributed one common stock purchase right (collectively,
the "Rights") for each outstanding share of Common Stock and will issue a Right
with each share of Common Stock that subsequently becomes outstanding (including
shares of Common Stock offered hereby) unless the Board of Directors provides
otherwise at the time of issuance of such share. The Company will issue a Right
with each share of Common Stock offered hereby. Each Right will entitle the
holder thereof, until October 14, 1996 (or, if earlier, the redemption of the
Rights) to purchase one-half of one share of Common Stock at an exercise price
of $37.50, subject to certain antidilution adjustments. The Rights will be
represented by the
9
<PAGE>
Common Stock certificates and will not be exercisable, or transferable apart
from the Common Stock, until the earlier of (i) the tenth day after the date
(the "Stock Acquisition Date") of a public announcement that a person or group
of associated or affiliated persons (an "Acquiring Person") has acquired
beneficial ownership of 25% or more of the Common Stock or (ii) the tenth day
after the date of the commencement by any person or group of, or first public
announcement of the intent of any person or group to commence, a tender or
exchange offer, the consummation of which would result in such person or group
having beneficial ownership of 25% or more of the Common Stock (the earlier of
such days being referred to herein as the "Distribution Date"). The Rights will
at no time have any voting rights.
In the event that any person becomes an Acquiring Person (i.e. beneficial
owner of 25% or more of the Company's Common Stock), proper provision shall be
made so that each holder of a Right will thereafter have the right to receive
upon such exercise, that number of shares of Common Stock having a market value
of two times the exercise price of the Right. This provision is generally
referred to as the "flip-in" provision. Thus, a holder of a Right could purchase
shares of Common Stock having a market value of $75.00 upon payment of $37.50.
Notwithstanding the foregoing, following the occurrence of such event, all
Rights that are or (under certain circumstances) were beneficially owned by an
Acquiring Person will be null and void.
In the event that on or after the Stock Acquisition Date (i) the Company is
acquired in a merger or other business combination transaction or (ii) 50% or
more of its assets or earning power are sold (in one transaction or a series of
transactions), proper provision shall be made so that each holder of a Right
(other than an Acquiring Person) shall thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of two times the exercise price of
the Right. This provision is generally referred to as the "flip-over" provision.
At any time until the Stock Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.05 per Right, subject to
adjustment (the "Redemption Price"). After the Stock Acquisition Date, the
Company's right of redemption will be reinstated if an Acquiring Person reduces
his beneficial ownership to 10% or less of the outstanding shares of Common
Stock in a transaction or series of transactions not involving the Company,
provided that there is no other Acquiring Person at the time.
In addition, if a bidder who does not beneficially own more than 1% (or who
owned more than 1% of the Common Stock on April 26, 1988 but does not acquire
any additional shares after such date and prior to the submission of the
proposal described below) of the Common Stock (and who has not within the past
year owned in excess of 1% (subject to the exception set forth above) of the
Common Stock and has not disclosed, or caused the disclosure of, an intention
which relates to or would result in the acquisition of influence of control of
the Company) proposes to acquire all of the Common Stock for cash at a price
which a nationally recognized investment banker selected by such bidder states
in writing is fair, and such bidder has obtained written financing commitments
(or otherwise has financing) and complies with certain procedural requirements,
then the Company, upon the request of the bidder, will hold a special
stockholders meeting to vote on a resolution requesting the Board of Directors
to accept the bidder's proposal.
If a majority of the outstanding shares entitled to vote on the proposal
vote in favor of such resolution, then for a period of 60 days after such
meeting the Rights will be automatically redeemed at the Redemption Price
immediately prior to the consummation of any tender offer for all of such shares
at a price per share in cash equal to or greater than the price offered by such
bidder; PROVIDED, HOWEVER, that no such redemption will be permitted or required
after any person has become an Acquiring Person.
Immediately upon the action of the Board of Directors of the Company
ordering redemption of the Rights or upon the effectiveness of the redemption
pursuant to the stockholder vote, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
At any time after any person has become an Acquiring Person, the Board of
Directors of the Company may exchange the Rights (other than the Rights owned by
such person or group which have
10
<PAGE>
become void), in whole or in part, for Common Stock at an exchange ratio of
one-half of a share of Common Stock per Right (subject to adjustment), PROVIDED,
that no such exchange shall be effected unless (i) the market value of one-half
of a share of Common Stock exceeds the Redemption Price per Right and (ii) the
exchange has been approved by a majority of the Disinterested Directors (as
defined).
Prior to the Distribution Date, the Company may, without the approval of the
holders of Common Stock, amend any provision of the Rights Agreement, except
that no such amendment shall be made which reduces the Redemption Price,
shortens the "Final Expiration Date" (as defined), or increases the "Purchase
Price" (as defined) or the number of one-halves of a share of Common Stock for
which a Right is exercisable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company since the Board of Directors
may, at its option, at any time prior to the Stock Acquisition Date redeem all
but not less than all the then outstanding Rights at the Redemption Price.
The Rights Agreement dated as of October 3, 1986 and as subsequently amended
between the Company and The Bank of New York, successor Rights Agent, specifies
the terms of the Rights, and the foregoing description of the Rights is
qualified in its entirety by reference to such Rights Agreement. A copy of the
Rights Agreement is available upon written request, which should be directed to
David S. Levin, Secretary, Zenith Electronics Corporation, 1000 Milwaukee
Avenue, Glenview, Illinois 60025.
REGISTRATION RIGHTS
GoldStar Co., Ltd ("GoldStar"), the holder of 1,450,000 shares of Common
Stock, and the Company have entered into a Registration Rights Agreement, dated
as of February 25, 1991, (the "Registration Rights Agreement"), granting
GoldStar the right to two demand registrations under the Securities Act of 1933,
as amended, of Common Stock and unlimited piggyback registrations over a period
of three years from the date thereof. Such registration rights may be
transferred to any subsequent holder of at least 300,000 shares; provided, that
the total number of demand registrations shall not be affected thereby. The
Company will not be required to effect any demand registration unless the
registration request relates to Voting Securities (as defined in the
Registration Rights Agreement) representing at least 2% of the total voting
power of all outstanding Voting Securities.
DELAWARE STATUTE
The Company is subject to Section 203 of the Delaware General Corporation
Law ("Section 203"), which restricts certain transactions and business
combinations between a corporation and an "Interested Stockholder" owning 15% or
more of the corporation's outstanding voting stock, for a period of three years
from the date the stockholder becomes an Interested Stockholder. Subject to
certain exceptions, unless the transaction is approved by the Board of Directors
and the holders of at least 66 2/3% of the outstanding voting stock of the
corporation (excluding shares held by the Interested Stockholder), Section 203
prohibits significant business transactions such as a merger with, disposition
of assets to or receipt of disproportionate financial benefits by the Interested
Stockholder, or any other transaction that would increase the Interested
Stockholder's proportionate ownership of any class or series of the
corporation's stock. The statutory ban does not apply if, upon consummation of
the transaction in which any person becomes an Interested Stockholder, the
Interested Stockholder owns at least 85% of the outstanding voting stock of the
corporation (excluding shares held by persons who are both directors and
officers or by certain employee stock plans).
SELLING STOCKHOLDERS
The shares of Common Stock offered by this Prospectus (i) are issuable to
the holder(s) of the 8.5% Debentures upon conversion thereof, if converted (the
"Selling Stockholders"), and (ii) are offered for the account of the Selling
Stockholders. The 8.5% Debentures may be transferred or assigned by the holders
thereof between the date of this Prospectus and the date of conversion, if
converted. In addition,
11
<PAGE>
the number of shares of Common Stock issuable to the holders of 8.5% Debentures
upon conversion will be determined based upon the applicable conversion price at
the time of conversion. The Prospectus Supplement(s) to this Prospectus relating
to the offering of shares of Common Stock by the Selling Stockholders will set
forth the names of the Selling Stockholder(s)offering shares of Common Stock,
and the number of shares of Common Stock (i) owned by such Selling
Stockholder(s) prior to the offering, (ii) offered pursuant thereto and (iii) to
be owned upon completion of the offering.
Set forth below is a list of the principal amount of 8.5% Debentures owned
by the holders thereof as of February 3, 1994. Such holders of 8.5% Debentures
may or may not be Selling Stockholders hereunder after conversion of the 8.5%
Debentures, if converted.
8.5% DEBENTURES DUE 2000
<TABLE>
<CAPTION>
NAME OF HOLDER PRINCIPAL AMOUNT PERCENTAGE
- --------------------------------------------------------------------------------- ----------------- -------------
<S> <C> <C>
Zeneca Holdings Pension Fund..................................................... $ 460,000 .9
State of Delaware Retirement Fund................................................ 1,000,000 1.8
Oregon Equity Fund............................................................... 2,000,000 3.6
SAIF Corp. ...................................................................... 1,850,000 3.4
Nalco Chemical Retirement Trust.................................................. 150,000 .3
Merrill Lynch World Income Fund.................................................. 1,000,000 1.8
Cincinnati Financial Corporation................................................. 1,500,000 2.8
ICI America...................................................................... 540,000 1.0
Reliance Insurance Company....................................................... 36,000,000 65.5
Investors Bank & Trust Co........................................................ 1,000,000 1.8
McMahan Capital Markets L.P...................................................... 1,000,000 1.8
The Bond Fund For Growth......................................................... 1,000,000 1.8
RAS Trading L.P.................................................................. 4,500,000 8.2
Bear, Stearns & Co., Inc......................................................... 3,000,000 5.5
----------------- -----
Total.................................................................... $ 55,000,000 100
----------------- -----
----------------- -----
</TABLE>
8.5% DEBENTURES DUE 2001
<TABLE>
<CAPTION>
NAME OF HOLDER PRINCIPAL AMOUNT PERCENTAGE
- --------------------------------------------------------------------------------- ----------------- -------------
<S> <C> <C>
RAS Trading L.P.................................................................. $ 3,000,000 25.0
Cincinnati Financial Corporation................................................. 1,500,000 12.5
Loomis Sayles Orange City........................................................ 1,000,000 8.3
McMahan Capital Markets L.P...................................................... 1,000,000 8.4
The Bond Fund For Growth......................................................... 500,000 4.2
Investors Bank & Trust Co........................................................ 500,000 4.2
Merill Lynch World Income Fund................................................... 2,000,000 16.7
Loomis Sayles World B............................................................ 1,100,000....... 9.2
Loomis Sayles World RSBP......................................................... 400,000 3.4
HFD Loomis Sayles................................................................ 1,000,000 8.3
----------------- ---
Total.................................................................... $ 12,000,000 100
----------------- ---
----------------- ---
</TABLE>
12
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Stockholders acting
as principals for their own accounts. The Company will not receive any of the
proceeds of this offering.
The Selling Stockholders, directly or through brokers, dealers, underwriters
or agents, may sell some or all of the Shares. Any broker, dealer, underwriter
or agent participating in a transaction involving the Shares may receive a
commission from the Selling Stockholders. The broker, dealer or underwriter may
agree to sell a specified number of the Shares at a stipulated price per Share
and, to the extent that such person is unable to do so acting as an agent for
the Selling Stockholders, to purchase as principal any of the Shares remaining
unsold at a price per Share required to fulfill the person's commitment to the
Selling Stockholders.
A broker, dealer or underwriter who acquires the Shares from the Selling
Stockholders as a principal for its own account may thereafter resell such
Shares from time to time in transactions (which may involve block transactions
and which may also involve sales to or through another broker, dealer,
underwriter or agent including transactions of the nature described above) on
the New York or Chicago Stock Exchanges, in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale or at negotiated
prices. In connection with such resales, the broker, dealer, underwriter or
agent may pay commissions to or receive commissions from the purchasers of the
Shares. The Selling Stockholders also may sell some or all of the Shares
directly to purchasers without the assistance of a broker, dealer, underwriter
or agent and without the payment of any commissions.
The Company is bearing all of the costs relating to the registration of the
Shares. Any commissions, discounts or other fees payable to a broker, dealer or
underwriter in connection with the sale of any of the Shares will be borne by
the Selling Stockholders or other persons selling the Shares.
The Company has agreed to indemnify the Selling Stockholders, any
"underwriter" and any person who controls the Selling Stockholders or any
underwriter against certain liabilities and expenses arising out of or based
upon the information set forth or incorporated by reference in this Prospectus,
and the Registration Statement of which this Prospectus is a part, including
liabilities under the Securities Act. Any commissions paid or any discounts or
concessions, allowed to any broker, dealer or underwriter and if any such
broker, dealer or underwriter purchases any of the Shares as principal, any
profits received on the resale of such Shares, may be deemed to be underwriting
commissions or discounts under the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby and certain legal
matters will be passed upon for the Company by John Borst, Jr., Vice
President-General Counsel of the Company, and by Sidley & Austin, Chicago,
Illinois. As of December 31, 1993, Mr. Borst owned beneficially 4,925 shares of
Common Stock (of which 2,021 shares are held in the Zenith Salaried Profit
Sharing Retirement Plan) and held options to purchase 37,596 shares, of which
25,596 were exercisable as of such date, of Common Stock.
EXPERTS
The Consolidated Financial Statements and Schedules of Zenith Electronics
Corporation and Subsidiaries included and incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1992, which
are incorporated herein by reference in this Prospectus, have been audited by
Arthur Andersen & Co., independent public accountants, as indicated in their
reports with respect thereto, (which contain an explanatory paragraph that
states the Company has incurred losses from continuing operations of $105.9
million, $51.6 million and $54.2 million in 1992, 1991 and 1990, respectively,
and that management's plan for meeting obligations as they come due is
summarized in Note 2 to the consolidated financial statements) and have been so
incorporated in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions,
are estimated to be:
<TABLE>
<S> <C>
SEC Filing Fee................................................... $ 18,414
*NYSE Fee......................................................... 24,000
*Printing and Engraving........................................... 5,000
*Accounting Fees.................................................. 2,000
*Legal Fees and Expenses.......................................... 15,000
*Blue Sky Fees and Expenses....................................... 2,000
*Miscellaneous.................................................... 586
---------
Total......................................................... $ 67,000
---------
---------
<FN>
- ------------------------
*Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 ("Section 145") of the Delaware General
Corporation Law of the State of Delaware (the "Delaware GCL") which provides for
indemnification of directors and officers in certain circumstances.
In accordance with Section 102(b)(7) of the Delaware GCL, the Company's
Restated Certificate of Incorporation, as amended, provides that directors shall
not be personally liable for monetary damages for breaches of their fiduciary
duty as directors except for (i) breaches of their duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (iii) under Section
174 of the Delaware GCL (unlawful payment of dividends) or (iv) transactions
from which a director derives an improper personal benefit.
The Restated Certificate of Incorporation, as amended, of the Company
provides for indemnification of directors and officers to the full extent
provided by the Delaware GCL, as amended from time to time. It states that the
indemnification provided therein shall not be deemed exclusive. The Company may
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify him against such
expense, liability or loss, under the provisions of the Delaware GCL.
The Company has entered into agreements with each of its directors and
officers pursuant to which it has agreed to indemnify each such person under
certain circumstances.
Pursuant to Section 145 and the Certificate of Incorporation, the Company
maintains directors' and officers' liability insurance coverage.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- ---------------------------------------------------------------------
<C> <S>
4(a) Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992).
4(b) Certificate of Amendment to Restated Certificate of Incorporation of
the Company dated May 4, 1993 (incorporated by reference to Exhibit
4(l) of the Company's Quarterly Report on Form 10-Q quarter ended
April 3, 1993).
4(c) By-laws of the Company, as amended (incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K , dated
January 31, 1994).
4(d) Specimen certificate representing Common Stock, $1.00 par value
(incorporated by reference to Exhibit 4(c) to the Company's
Registration Statement on Form S-3, Registration Number 33-15277).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- ---------------------------------------------------------------------
<C> <S>
4(e) 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).
4(f) Amendment, dated April 26, 1988, to Stockholder Rights Agreement
(incorporated by reference to Exhibit 4(d) of the Company's
Quarterly Report on Form 10-Q for the quarter ended April 3, 1993).
4(g) Amended and Restated Summary of Rights to Purchase Common Stock
(incorporated by reference to Exhibit 4(e) of the Company's
Quarterly Report on Form 10-Q for the quarter ended July 3, 1993).
4(h) Amendment, dated July 7, 1988, to Stockholder Rights Agreement
(incorporated by reference to Exhibit 4(f) of the Company's
Quarterly Report on Form 10-Q for the quarter ended July 3, 1993).
4(i) 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).
4(j) Amendment, dated May 24, 1991, to Stockholder Rights Agreement
(incorporated by reference to Exhibit 2 of Form 8 dated May 30,
1991).
4(k) Agreement, dated as of February 1, 1993, among Zenith Electronics
Corporation, The Bank of New York and Harris Trust and Savings Bank
(incorporated by reference to Exhibit 1 to Form 8 dated March 25,
1993).
4(l) 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).
4(m) 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).
4(n) 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).
4(o) 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 Capital 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).
4(p) 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).
4(q) Amendment No. 1 dated as of 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).
4(r) Amendment No. 2 dated as of 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).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- ---------------------------------------------------------------------
4(s) Debenture Purchase Agreement dated as of January 11, 1994 with the
institutional investor named therein (incorporated by reference to
Exhibit 4(a) of the Company's Current Report on Form 8-K dated
January 11, 1994).
<C> <S>
5 Opinion of John Borst, Jr.*
10(a) Investment Agreement dated as of March 25, 1993 between Zenith
Electronics Corporation and Fletcher Capital Markets, Inc.
(incorporated by reference to Exhibit 1 of the Company's Current
Report on Form 8-K dated March 26, 1993).
10(b) Investment Agreement dated as of July 29, 1993 between Zenith
Electronics Corporation and Fletcher Capital Markets, Inc.
(incorporated by reference to Exhibit 5(a) of the Company's Current
Report on Form 8-K dated July 29, 1993).
23(a) Consent of Arthur Andersen & Co.*
23(b) The consent of John Borst, Jr. is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
24 Powers of Attorney.*
<FN>
- ------------------------
*Filed herewith
</TABLE>
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes (1) to file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if this Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement; (2) that, for the
purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; (3)
to remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering; (4) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; (5) that, for purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this Registration Statement as of the time it was declared effective;
and (6) that, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Glenview, State of Illinois on February 3, 1994.
ZENITH ELECTRONICS CORPORATION
By: /s/ Jerry K. Pearlman
-----------------------------------
Jerry K. Pearlman
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on February 3, 1994 by the
following persons in the capacities indicated:
<TABLE>
<C> <S>
/s/ Jerry K. Pearlman Director, Chairman and Chief Executive Officer
-------------------------------------------- (Principal Executive Officer)
Jerry K. Pearlman
/s/ Kell B. Benson Vice President-Finance and Chief Financial
-------------------------------------------- Officer (Principal Financial and Principal
Kell B. Benson Accounting Officer).
* Director
--------------------------------------------
Harry G. Beckner
* Director
--------------------------------------------
T. Kimball Brooker
* Director
--------------------------------------------
David H. Cohen
* Director
--------------------------------------------
Charles Marshall
* Director
--------------------------------------------
Gerald M. McCarthy
* Director
--------------------------------------------
Andrew McNally IV
* Director
--------------------------------------------
Albin F. Moschner
* Director
--------------------------------------------
Peter S. Willmott
*By: /s/ David S. Levin
----------------------------------------
David S. Levin
(Attorney-in-fact)
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
- ------- --------------------------------------------------------------- ----------
<S> <C> <C>
4(a) Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992).
4(b) Certificate of Amendment to Restated Certificate of
Incorporation of the Company dated May 4, 1993 (incorporated
by reference to Exhibit 4(l) of the Company's Quarterly Report
on Form 10-Q quarter ended April 3, 1993).
4(c) By-laws of the Company, as amended (incorporated by reference
to Exhibit 3 to the Company's Current Report on Form 8-K,
dated January 31, 1994).
4(d) Specimen certificate representing Common Stock, $1.00 par value
(incorporated by reference to Exhibit 4(c) to the Company's
Registration Statement on Form S-3, Registration Number
33-15277).
4(e) 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).
4(f) Amendment, dated April 26, 1988, to Stockholder Rights
Agreement (incorporated by reference to Exhibit 4(d) of the
Company's Quarterly Report on Form 10-Q for the quarter ended
April 3, 1993).
4(g) Amended and Restated Summary of Rights to Purchase Common Stock
(incorporated by reference to Exhibit 4(e) of the Company's
Quarterly Report on Form 10-Q for the quarter ended July 3,
1993).
4(h) Amendment, dated July 7, 1988, to Stockholder Rights Agreement
(incorporated by reference to Exhibit 4(f) of the Company's
Quarterly Report on Form 10-Q for the quarter ended July 3,
1993).
4(i) 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).
4(j) Amendment, dated May 24, 1991, to Stockholder Rights Agreement
(incorporated by reference to Exhibit 2 of Form 8 dated May
30, 1991).
4(k) Agreement, dated as of February 1, 1993, among Zenith
Electronics Corporation, The Bank of New York and Harris Trust
and Savings Bank (incorporated by reference to Exhibit 1 to
Form 8 dated March 25, 1993).
4(l) 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).
4(m) 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).
4(n) 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).
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
- ------- --------------------------------------------------------------- ----------
<S> <C> <C>
4(o) 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).
4(p) 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).
4(q) Amendment No. 1 dated as of 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).
4(r) Amendment No. 2 dated as of 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).
4(s) Debenture Purchase Agreement dated as of January 11, 1994 with
the institutional investor named therein (incorporated by
reference to Exhibit 4(a) of the Company's Current Report on
Form 8-K dated January 11, 1994).
5 Opinion of John Borst, Jr.*
10(a) Investment Agreement dated as of March 25, 1993 between Zenith
Electronics Corporation and Fletcher Capital Markets, Inc.
(incorporated by reference to Exhibit 1 of the Company's
Current Report on Form 8-K dated March 26, 1993).
10(b) Investment Agreement dated as of July 29, 1993 between Zenith
Electronics Corporation and Fletcher Capital Markets, Inc.
(incorporated by reference to Exhibit 5(a) of the Company's
Current Report on Form 8-K dated July 29, 1993).
23(a) Consent of Arthur Andersen & Co.*
23(b) The consent of John Borst, Jr. is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney.*
<FN>
- ------------------------
*Filed herewith
</TABLE>
II-7
<PAGE>
EXHIBIT 5
February 3, 1994
Zenith Electronics Corporation
1000 Milwaukee Avenue
Glenview, Illinois 60025
Re: 6,835,246 Shares of Common Stock,
$1.00 par value per share, and
Associated Stock Purchase Rights
Gentlemen:
I refer to the Registration Statement on Form S-3 (the
"Registration Statement") filed by Zenith Electronics
Corporation (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of 6,835,246
shares of Common Stock, $1.00 par value per share (the "New
Shares"), of the Company and associated Common Stock Purchase
Rights (the "Rights") initially issuable upon conversion of
the $55 million aggregate principal amount of 8.5% Senior
Subordinated Convertible Debentures due 2000 of the Company
(the "Debentures due 2000") previously issued and sold by the
Company under a Debenture Purchase Agreement dated as of
November 19, 1993, as amended, between the Company and the
Purchasers named therein (the "First Purchase Agreement") and
the $12 million aggregate principal amount of 8.5% Senior
Subordinated Convertible Debentures due 2001 of the Company
(the "Debentures due 2001") previously issued and sold by the
Company under a Debenture Purchase Agreement dated as of
January 11, 1994 between the Company and the Purchaser named
therein (the "Second Purchase Agreement"). The New Shares are
being registered for sale by the holders thereof if and when
such New Shares are issued upon conversion of the Debentures
due 2000 and the Debentures due 2001.
I am familiar with the proceedings to date with respect to
the issuance of the New Shares and the Rights upon conversion
of the Debentures due 2000 and the Debentures due 2001, if
converted, and have examined such records, documents and
questions of law, and satisfied myself as to such matters of
fact, as I have considered relevant and necessary as a basis
for this opinion.
<PAGE>
Zenith Electronics Corporation
February 3, 1994
Page 2
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing
under the laws of the State of Delaware.
2. The New Shares issued upon conversion of the
Debentures due 2000 and the Debentures due 2001 in accordance
with their terms and the terms of the First Purchase Agreement
and Second Purchase Agreement, respectively, will be legally
issued, fully paid and non-assessable and the associated Rights
will be validly issued, in each case when (i) the Registration
Statement, as finally amended, shall have become effective
under the Securities Act; and (ii) certificates representing
the New Shares shall have been duly executed, countersigned and
registered and duly delivered to the persons entitled thereto
against payment of the agreed consideration therefor as
provided in the First Purchase Agreement or the Second Purchase
Agreement, as the case may be.
I do not find it necessary for the purposes of this
opinion to cover, and accordingly I express no opinion as to,
the application of the securities or blue sky laws of the
various states to the issuance of the New Shares and associated
Rights.
I hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to all references to
myself included in or made a part of the Registration Statement.
In giving such consent, I do not thereby admit that I am
within the category of persons whose consent is required by
Section 7 of the Securities Act or the related Rules and
Regulations promulgated by the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ John Borst, Jr.
John Borst, Jr.
Vice President and
General Counsel
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our reports dated March
11, 1993, included and incorporated by reference in Zenith Electronics
Corporation's Annual Report on Form 10-K for the year ended December 31, 1992,
and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN & CO.
Chicago, Illinois,
February 4, 1994
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below constitutes and appoints John
Borst, Jr., Kell B. Benson and David S. Levin, and each of
them, the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign a
registration statement on Form S-3 relating to the Common
Stock and accompanying Common Stock Purchase Rights of
Zenith Electronics Corporation issuable upon the conversion
of its senior subordinated convertible debentures,
and any and all amendments (including post-effective
amendments) to such registration statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification
or registration under state Blue Sky or securities laws of
such securities, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all
intents and purposes the undersigned might or could do in
person, ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or the
substitute or substitutes of said attorneys-in-fact and
agents or any of them, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
this Power of Attorney this 15th day of January, 1994.
/s/ Harry G. Beckner
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below constitutes and appoints John
Borst, Jr., Kell B. Benson and David S. Levin, and each of
them, the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign a
registration statement on Form S-3 relating to the Common
Stock and accompanying Common Stock Purchase Rights of
Zenith Electronics Corporation issuable upon the conversion
of its senior subordinated convertible debentures,
and any and all amendments (including post-effective
amendments) to such registration statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification
or registration under state Blue Sky or securities laws of
such securities, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all
intents and purposes the undersigned might or could do in
person, ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or the
substitute or substitutes of said attorneys-in-fact and
agents or any of them, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
this Power of Attorney this 17th day of January, 1994.
/s/ T. Kimball Brooker
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below constitutes and appoints John
Borst, Jr., Kell B. Benson and David S. Levin, and each of
them, the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign a
registration statement on Form S-3 relating to the Common
Stock and accompanying Common Stock Purchase Rights of
Zenith Electronics Corporation issuable upon the conversion
of its senior subordinated convertible debentures,
and any and all amendments (including post-effective
amendments) to such registration statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification
or registration under state Blue Sky or securities laws of
such securities, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all
intents and purposes the undersigned might or could do in
person, ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or the
substitute or substitutes of said attorneys-in-fact and
agents or any of them, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
this Power of Attorney this 17th day of January, 1994.
/s/ David H. Cohen
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below constitutes and appoints John
Borst, Jr., Kell B. Benson and David S. Levin, and each of
them, the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign a
registration statement on Form S-3 relating to the Common
Stock and accompanying Common Stock Purchase Rights of
Zenith Electronics Corporation issuable upon the conversion
of its senior subordinated convertible debentures,
and any and all amendments (including post-effective
amendments) to such registration statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification
or registration under state Blue Sky or securities laws of
such securities, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all
intents and purposes the undersigned might or could do in
person, ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or the
substitute or substitutes of said attorneys-in-fact and
agents or any of them, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
this Power of Attorney this 15th day of January, 1994.
/s/ Charles Marshall
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below constitutes and appoints John
Borst, Jr., Kell B. Benson and David S. Levin, and each of
them, the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign a
registration statement on Form S-3 relating to the Common
Stock and accompanying Common Stock Purchase Rights of
Zenith Electronics Corporation issuable upon the conversion
of its senior subordinated convertible debentures,
and any and all amendments (including post-effective
amendments) to such registration statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification
or registration under state Blue Sky or securities laws of
such securities, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all
intents and purposes the undersigned might or could do in
person, ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or the
substitute or substitutes of said attorneys-in-fact and
agents or any of them, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
this Power of Attorney this 17th day of January, 1994.
/s/ Gerald M. McCarthy
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below constitutes and appoints John
Borst, Jr., Kell B. Benson and David S. Levin, and each of
them, the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign a
registration statement on Form S-3 relating to the Common
Stock and accompanying Common Stock Purchase Rights of
Zenith Electronics Corporation issuable upon the conversion
of its senior subordinated convertible debentures,
and any and all amendments (including post-effective
amendments) to such registration statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification
or registration under state Blue Sky or securities laws of
such securities, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all
intents and purposes the undersigned might or could do in
person, ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or the
substitute or substitutes of said attorneys-in-fact and
agents or any of them, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
this Power of Attorney this 17th day of January, 1994.
/s/ Andrew McNally IV
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below constitutes and appoints John
Borst, Jr., Kell B. Benson and David S. Levin, and each of
them, the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign a
registration statement on Form S-3 relating to the Common
Stock and accompanying Common Stock Purchase Rights of
Zenith Electronics Corporation issuable upon the conversion
of its senior subordinated convertible debentures,
and any and all amendments (including post-effective
amendments) to such registration statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification
or registration under state Blue Sky or securities laws of
such securities, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all
intents and purposes the undersigned might or could do in
person, ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or the
substitute or substitutes of said attorneys-in-fact and
agents or any of them, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
this Power of Attorney this 17th day of January, 1994.
/s/ Albin F. Moschner
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below constitutes and appoints John
Borst, Jr., Kell B. Benson and David S. Levin, and each of
them, the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign a
registration statement on Form S-3 relating to the Common
Stock and accompanying Common Stock Purchase Rights of
Zenith Electronics Corporation issuable upon the conversion
of its senior subordinated convertible debentures,
and any and all amendments (including post-effective
amendments) to such registration statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification
or registration under state Blue Sky or securities laws of
such securities, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all
intents and purposes the undersigned might or could do in
person, ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or the
substitute or substitutes of said attorneys-in-fact and
agents or any of them, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
this Power of Attorney this 14th day of January, 1994.
/s/ Jerry K. Pearlman
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below constitutes and appoints John
Borst, Jr., Kell B. Benson and David S. Levin, and each of
them, the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign a
registration statement on Form S-3 relating to the Common
Stock and accompanying Common Stock Purchase Rights of
Zenith Electronics Corporation issuable upon the conversion
of its senior subordinated convertible debentures,
and any and all amendments (including post-effective
amendments) to such registration statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification
or registration under state Blue Sky or securities laws of
such securities, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all
intents and purposes the undersigned might or could do in
person, ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or the
substitute or substitutes of said attorneys-in-fact and
agents or any of them, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
this Power of Attorney this 18th day of January, 1994.
/s/ Peter S. Willmott
----------------------------------
