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.
LG SEMICON CO., LTD.
__________________________________________________________________________
(BIDDERS)
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)
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Copy to:
Scott J. Davis
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, IL 60603
(312) 782-0600
<PAGE>
CUSIP NO.: 989349 10 5 14D-1 AND 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS
LG Electronics Inc.
LG Semicon Co., Ltd.
_______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_)
(b) (_)
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS
BK, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f) (_)
_______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
LG Electronics Inc. -- 36,569,000 shares of Common Stock* [FN]
LG Semicon Co., Ltd. -- 28,095,200 shares of Common Stock
_______________________________________________________________________
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES (_)
_______________________________________________________________________
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
LG Electronics Inc. --57.68%* [FN]
LG Semicon Co., Ltd. --44.32%
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10 TYPE OF REPORTING PERSON
CO
_______________________________________________________________________
* [FN] Includes the shares of Zenith Electronics Corporation's common stock,
par value $1.00 ("Common Stock"), held by LG Semicon Co., Ltd., a
majority owned subsidiary of LG Electronics Inc.
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This Amendment No. 6 amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D dated July 21, 1995, as
amended (the "Schedule 14D-1") of LG Electronics Inc., a corporation
organized under the laws of the Republic of Korea (the "Purchaser") and LG
Semicon Co., Ltd., a corporation organized under the laws of the Republic
of Korea ("LG Semicon"), 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.
As previously disclosed, the Offer terminated according to its terms
at 12:00 midnight New York City time on November 7, 1995 and on November 8,
1995, the Purchaser accepted for payment, and therefor purchased,
18,619,000 tendered shares, subject to the determination of the final
proration factor. The Purchaser issued a press release on November 16,
1995 announcing the final results of the tender offer. The Purchaser's
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)(15) Purchaser's Press Release dated November 16, 1995.
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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: November 17, 1995
LG ELECTRONICS INC.
/s/ K.S. Cho
Name: K.S. Cho
Title: Managing Director
LG SEMICON CO., LTD.
/s/ Young-Pyo Bae
Name: Young-Pyo Bae
Title: Executive Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99(a)(15) Press Release dated November 16, 1995.
Exhibit 99(a)(15)
For Immediate Release
LG ELECTRONICS ANNOUNCES FINAL RESULTS OF TENDER OFFER FOR ZENITH
STOCK
Seoul, Korea, November 16, 1995 -- LG Electronics Inc. today
announced the final results of its tender offer for 18,619,000
shares of common stock of Zenith Electronics Corporation. A
total of 34,702,297.557 shares were properly tendered in response
to the tender offer and LG Electronics, together with its
majority-owned subsidiary, LG Semicon Co., Ltd., have purchased
18,619,000 of the shares tendered. As a result, the final
proration factor (the percentage of shares validly tendered that
have been purchased) is 53.653508%. On or about November 17, LG
Electronics will deposit the purchase price of $10 for each share
purchased in the tender offer with the depositary for
transmission to the tendering shareholders. Shares tendered but
not purchased in the tender offer are expected to be returned on
or about November 22.
LG Electronics Inc. is a leading manufacturer of consumer
electronics, multimedia products, home appliances and, through LG
Semicon, semiconductors with combined worldwide sales of $8
billion in 1994.
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, data communication and HDTV systems.
Media Contacts: Matt Afflixio--LGE (Access Public Relations)
415/904-7070
John Taylor--Zenith Electronics Corporation
708/391-8181
Investor Contact: Bill McNitt--Zenith Electronics Corporation
708/391-7713
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