ZENITH ELECTRONICS CORP
8-K, 1995-04-21
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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                                 FORM 8-K

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                              CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of
                   The Securities Exchange Act of 1934

  

Date of Report (Date of earliest
event reported):                                April 20, 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)


<PAGE>



Item 5.    Other Events.
           ------------           
           
           On April 20, 1995, Zenith Electronics Corporation issued a
           press release announcing first quarter 1995 results, which is
           attached as Exhibit 20 hereto and is incorporated by reference
           herein.


Item 7.    Financial Statements, Pro forma Financial Information and Exhibits.
           -------------------------------------------------------------------

          (c) The following exhibit is included as part of this report:

              Exhibit 20 - Zenith Electronics Corporation Press Release dated
              April 20, 1995.




                                SIGNATURES
                               ------------

    Pursuant to the requirements of the Securities Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                         ZENITH ELECTRONICS CORPORATION


                                         By: /s/ David S. Levin
                                             ------------------------
                                             David S. Levin, Secretary
                                           


Date:  April 20, 1995

<PAGE>

                           Exhibit Index
                           -------------

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

  20             Press Release dated April 20, 1995.           




  [LOGO]

  NEWS RELEASE

                                                  FOR IMMEDIATE RELEASE
                                                  ---------------------


                    ZENITH REPORTS FIRST-QUARTER RESULTS

GLENVIEW, Ill., April 20, 1995 -- Zenith Electronics Corporation today 
reported a net loss for the first quarter of 1995 of $24.3 million, or 53 
cents per share, compared with a first-quarter 1994 net loss of $11.9 
million, or 32 cents per share.  Total revenues in the quarter declined 
by $35 million to $262 million from $297 million in 1994. 
    As disclosed in February, first-quarter 1995 results were affected by 
lower color television shipments to customers in Mexico and in the United 
States.  First-quarter results also were affected by selling price 
reductions of $9 million compared with the same period a year ago. 
    Domestic industry color TV sales to dealers were flat in the quarter 
versus a year ago.  Zenith's U.S. color TV shipments were affected by 
higher-than-normal retail inventories and, as disclosed earlier, by start-
up problems associated with a new finished-goods warehouse early in the		
                                                                
                                                                    (MORE)
<PAGE>                                                                     
                                                                     -2-

quarter (problems that have since been resolved).  In Mexico, Zenith and 
industry TV sales to dealers were curtailed in the quarter due to the 
devaluation of the peso.  While the Mexican TV market is expected to recover 
slowly, Zenith expects to benefit from the peso devaluation for full-year 
1995.
    Sales of Network Systems products -- set-top boxes, cable modems and other 
equipment primarily for cable TV operators -- were up by almost 50 percent 
compared with the first quarter of 1994, reflecting the continuing strength 
of Zenith's high-performance analog set-top units.
    Sales for non-core businesses dropped to $2 million from $7 million as 
power supplies and computer monitors have been phased down.
    Major progress was made during the first quarter in completing the 
integration of the Digital HDTV Grand Alliance high-definition television 
system.  The system, which includes Zenith's proven vestigial sideband 
digital transmission technology, was delivered for final laboratory testing 
at the end of March.  The Federal Communications Commission is expected to 
adopt the Grand Alliance system as the digital broadcast standard by late 
1995.

                                   -30-

MEDIA CONTACT: John Taylor (708) 391-8181
INVESTOR CONTACT: Bill McNitt (708) 391-7713 
		
<PAGE>


                       ZENITH ELECTRONICS CORPORATION
                    STATEMENT OF CONSOLIDATED OPERATIONS
                  (In millions, except per share amounts)





                                                         (Unaudited)
                                                      Three Months Ended
                                                     -------------------- 	
                                                      April 1,   April 2,	
                                                        1995       1994*
                                                     ---------  ---------

    Net sales                                         $ 262.1    $ 297.1 		
                                                     ---------  ---------

    Costs, expenses and other:
      Cost of products sold                             248.5      276.3	 
      Selling, general and administrative                26.6       23.8	
      Engineering and research                           11.9       11.4	
      Other operating expense (income), net              (4.5)      (4.9)
                                                     ---------  ---------	

    Operating income (loss)                             (20.4)      (9.5)	
    Gain on asset sales, net                              --         1.0	
    Interest expense                                     (4.1)      (3.4)	
    Interest income                                        .2        -- 		
                                                     ---------  ---------

    Income (loss) before income taxes                   (24.3)     (11.9)	
    Income taxes (credit)                                 --         --
                                                     ---------  --------- 		

    Net income (loss)                                 $ (24.3)   $ (11.9)	
                                                     =========  =========
                                                         
    Net income (loss) per share of 
      common stock                                    $  (.53)   $  (.32)	
                                                     =========  =========
                                                           
    Average shares outstanding                           46.0       37.7	

    __________
    * Certain prior amounts have been reclassified to conform with the 
      presentation currently used.  




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