FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): February 9, 1995
Zenith Electronics Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-4115 36-1996520
(State or jurisdiction (Commission File (IRS Employer
of incorporation) Number) identification No.)
1000 Milwaukee Avenue
Glenview, Illinois 60025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (708) 391-7000
Not applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On December 27, 1994, Zenith notified its 15 remaining independent
wholesale distributors of color television and other consumer
electronics products of its intent to change to "one-step" (direct
to retail) distribution on a nationwide basis during the first half
of 1995. The 15 distributors operated under one-year distributorship
agreements, expiring on December 31 of each year. Zenith offered to
extend its 1994 agreement with each distributor for a period to be
negotiated up to and including June 30, 1995.
These remaining independent distributors currently distribute
Zenith products in certain regions of the Northeast, Atlantic,
Southeast, Midwest and Northwest sections of the U.S. In the early
1970s, approximately 50 independent distributors located throughout
the U.S. handled the majority of Zenith's consumer electronics
business. Most of the balance of such business was handled through
wholly-owned Zenith distributors. Following industry trends, however,
the majority of Zenith's current sales are made directly to retail
customers.
On or about February 7, 1995, one of the independent distributors,
Electrical Distributing, Inc. ("EDI"), based in Portland, Oregon,
filed suit in the Oregon state court challenging Zenith's right to
cease its relationship with EDI and alleging that certain Zenith
policies and practices during the course of the relationship have
damaged EDI. The EDI lawsuit seeks injunctive relief, actual damages
of $8 million, and punitive damages of $20 million.
Zenith believes it has the right to change its method of distribution
and has met all of its legal obligations to EDI. Accordingly, Zenith
intends to defend itself vigorously.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZENITH ELECTRONICS CORPORATION
By:
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Richard F. Vitkus
Senior Vice President and
General Counsel
Date: February 9, 1995
