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): July 21, 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 July 21, 1995, Zenith Electronics Corporation issued a press
release announcing second 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
July 21, 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: July 21, 1995
<PAGE>
Exhibit Index
-------------
Exhibit
Number Exhibit Description
- ------- --------------------
20 Zenith Electronics Corporation Press Release dated
July 21, 1995.
EXHIBIT 20
----------
[ LOGO ]
NEWS RELEASE FOR IMMEDIATE RELEASE
---------------------
ZENITH ANNOUNCES SECOND-QUARTER LOSS
GLENVIEW, Ill., July 21, 1995 -- Zenith Electronics Corporation, which on
Monday announced that LG Electronics Inc. plans to acquire a majority
interest in the company, said today that difficult industry conditions,
special charges and a variety of other factors contributed to its net loss
for the second quarter of 1995.
The company reported a second-quarter 1995 net loss of $45.3 million or
97 cents per share, compared with a net loss of $8.4 million, or 20 cents
per share in the second quarter of 1994. Second-quarter 1995 results
included $18 million in special charges for severance and other non-recurring
items.
Total second-quarter sales were $285 million in 1995 and $299 million in
1994.
A number of negative factors impacted the quarter. Consumer electronics
selling prices were $12 million lower than in the second quarter a year ago.
The quarter also was affected by the expensing of significant deferred
overhead costs caused by inventory reductions, and inflationary cost
increases for materials.
Special charges of $18 million included $12 million of one-time
restructuring charges related to severance expenses and realigned distribution
activities. The remaining charges covered various non-recurring items.
(MORE)
<PAGE>
-2-
Zenith's consumer electronics revenues declined in the quarter,
reflecting the lower selling prices and softer industry color TV sales
to dealers compared to the 1994 quarter, although the company expects
stronger second-half industry sales. Sales of Network Systems products
- -- set-top boxes and data modems sold primarily to the cable television
industry -- were up slightly in the quarter.
Major cost reductions from re-engineering programs, reduced cycle times
and improved efficiencies helped offset some of the negative factors in the
quarter. In addition, even with wage increases for employees in Mexico and
significantly lower TV sales there, the devaluation of the Mexican peso had
a positive impact on the second quarter.
For the first six months of 1995, Zenith reported a net loss of $69.6
million, or $1.50 per share, compared with a first-half 1994 loss of $20.3
million, or 51 cents per share. First-half sales were $547 million in 1995
and $596 million in 1994.
On Monday, Zenith signed a definitive agreement under which LG Electronics
Inc. (formerly Goldstar) would acquire 57.7 percent of the company's common
stock in a combination of a tender offer and direct investment in Zenith.
Subject to shareholder and regulatory approvals, as well as the successful
completion of the tender offer, the $351 million transaction is expected
to be completed in October.
-30-
MEDIA CONTACT: John Taylor (708) 391-8181
INVESTOR CONTACT: Bill McNitt (708) 391-7713
<PAGE>
ZENITH ELECTRONICS CORPORATION
STATEMENT OF CONSOLIDATED OPERATIONS (Unaudited)
(In millions, except per share amounts)
Three Months Ended Six Months Ended
------------------ ------------------
July 1, July 2, July 1, July 2,
1995 1994* 1995 1994*
-------- -------- -------- --------
Net sales $ 284.6 $ 299.0 $ 546.7 $ 596.1
-------- -------- -------- --------
Costs, expenses and other:
Cost of products sold 276.6 270.1 525.1 546.4
Selling, general and administrative 24.7 26.0 51.3 49.8
Engineering and research 11.6 11.4 23.5 22.8
Other operating expense
(income), net (5.9) (3.2) (10.4) (8.1)
Restructuring and other charges 18.0 -- 18.0 --
-------- -------- -------- --------
Operating income (loss) (40.4) (5.3) (60.8) (14.8)
Gain on asset sales, net -- .4 -- 1.4
Interest expense (5.3) (3.7) (9.4) (7.1)
Interest income .2 .2 .4 .2
-------- -------- -------- --------
Income (loss) before income taxes (45.5) (8.4) (69.8) (20.3)
Income taxes (credit) (.2) -- (.2) --
-------- -------- -------- --------
Net income (loss) $ (45.3) $ (8.4) $ (69.6) $ (20.3)
======== ======== ======== ========
Net income (loss) per share of
common stock $ (.97) $ (.20) $ (1.50) $ (.51)
======== ======== ======== ========
Average shares outstanding 46.9 41.6 46.4 39.6
___________________
* Certain prior amounts have been reclassified to conform with the presentation
currently used.
