SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
UNDER THE SECURITIES ACT OF 1934
ZENITH ELECTRONICS CORPORATION
____________________________________________________________________________
(NAME OF SUBJECT COMPANY)
LG ELECTRONICS INC.
____________________________________________________________________________
(BIDDER)
Common Stock, par value $1.00 per share (Including the Associated Rights)
____________________________________________________________________________
(TITLE OF CLASS OF SECURITIES)
989349 10 5
____________________________________________________________________________
(CUSIP NUMBER OF CLASS OF SECURITIES)
K.S. Cho
Managing Director
LG Electronics Inc.
LG Twin Towers
20, Yoido-dong
Youngdungpo-gu
Seoul, Korea 150-721
011-82-2-3777-3480
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
BEHALF OF BIDDER)
Copy to:
Scott J. Davis
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, IL 60603
(312) 782-0600
This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D dated July 21, 1995 as amended
by Amendment No. 1 dated August 3, 1995 (the "Schedule 14D-1") of LG
Electronics Inc., a corporation organized under the laws of the Republic of
Korea (the "Purchaser"), filed in connection with the Purchaser's offer to
purchase up to 18,619,000 shares of the outstanding common stock, par value
$1.00 per share (the "Common Stock"), of Zenith Electronics Corporation, a
Delaware corporation (the "Company"), and the associated Common Stock
purchase rights (the "Rights" and, together with the Common Stock, the
"Shares") upon the terms and subject to the conditions set forth in the
Schedule 14D-1. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to those terms in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The Purchaser issued a press release on September 15, 1995. The
press release is attached as an exhibit hereto and is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
99(a)(9) Press Release dated September 15, 1995.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: September 15, 1995
LG ELECTRONICS INC.
/s/ K.S. Cho
Name: K.S. Cho
Title: Managing Director
EXHIBIT INDEX
Exhibit No. Description
99(a)(9) Press Release dated September 15, 1995.
EXHIBIT 99(a)(9)
FOR IMMEDIATE RELEASE
LG ELECTRONICS INC. EXTENDS EXPIRATION OF
TENDER OFFER FOR ZENITH COMMON STOCK
Seoul, Korea, September 15, 1995 -- LG Electronics Inc. has extended
the expiration of its tender offer to purchase up to 18,619,000 shares of
common stock, par value $1.00 per share of Zenith Electronics Corporation
for $10.00 per share. The tender offer, originally scheduled to expire on
September 19, 1995, is now scheduled to expire at 12:00 midnight, New York
City time, on Thursday, October 19, 1995. The tender offer is being
extended in order to allow additional time for satisfaction of the
conditions to the tender offer and the direct purchase from Zenith of an
additional 16,500,000 newly issued shares at $10.00 per share. LG
Electronics will extend the tender offer from time to time as necessary
until all of the conditions to the tender offer have been satisfied or
until the Stock Purchase Agreement with Zenith is terminated.
The waiting period has expired under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 in connection with LG Electronics' previously
announced agreement to acquire an approximately 57% interest in Zenith.
The termination of the Hart-Scott-Rodino waiting period satisfies one of
the conditions to the tender offer.
Approximately 13,504,716 shares have been tendered and not withdrawn
in response to the tender offer to date.
LG Electronics, Inc. is a leading manufacturer of consumer electronics,
multimedia and magnetic media products, including televisions, VCRs, VCPs,
VHS(registered trademark), VCR/double decks, ViewMax(trademark) TVCRs,
camcorders, CD-i, 3DO(trademark) and other multimedia products, compact
disc player/changers, portable and home audio products, including facsimile
machines, a complete line of computer monitors and CD-ROM drives, audio/
video tape and floppy discs.
Zenith Electronics corporation, based in Glenview, Ill., has been a leader in
electronics for more than 75 years. Zenith's core business--Consumer
Electronics and Network Systems--is at the center of the company's digital
strategy, which includes interactive television, digital video disc (DVD)
players, digital and wireless cable, video dial-tone, data communication and
HDTV systems.
Media Contacts: Matt Afflixio--LGE (Access Public Relations)
415/904-7070 ext. 278 or 1-800-501-2945
John Taylor--Zenith Electronics Corporation
708/391-8181
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