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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
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This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D dated July 21, 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.
E. On July 18, 1995, a purported stockholder class action suit was
filed in the Court of Chancery of the State of Delaware in and for New
Castle County against the Company, the members of the board of directors of
the Company and the Purchaser (Horwits v. Zenith Electronics Corporation,
et al., C.A. No. 14424). On July 27, 1995, the plaintiff filed an amended
complaint (as so amended, the "Complaint"). The Complaint alleges that the
Company's directors breached their fiduciary duties and failed to exercise
loyalty, good faith, due care and complete disclosure toward the Company
and the stockholders of the Company in connection (i) with the Company's
1995 annual meeting and (ii) the subsequent proposal by the Purchaser to
acquire a controlling interest in the Company pursuant to the Offer and the
purchase of the Issue Shares (collectively, the "Transaction").
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The Complaint alleges that the Company's proxy statement for its 1995
annual meeting failed to disclose (i) discussions regarding a possible
change of control transaction, (ii) the Company's retention of Merrill
Lynch, (iii) the halting of a proposed public equity offering in April,
1995 and (iv) the amendment of agreements providing certain "change in
control" benefits to certain Zenith executives. In addition, the Complaint
alleges that, in executing the Stock Purchase Agreement and recommending
that stockholders approve the Transaction, the Company's directors failed
to adequately explore the availability of alternatives to maximize
stockholder value or otherwise conduct a process to obtain the highest
value reasonably available to stockholders in a sale of control. The
Complaint also alleges that the Company's Solicitation/Recommendation
Statement on Schedule 14D-9, dated July 21, 1995 (the "Schedule 14D-9")
fails to disclose (i) material facts relating to Merrill Lynch's fairness
opinion, (ii) the factual basis or rationale for the Company's management
and financial advisors' views as to the unlikelihood of a superior
transaction, (iii) the factual basis for the Company's board of directors'
conclusion that alternative financing of a similar magnitude was not
reasonably available and (iv) the basis for the Company's board of
directors' apparent rejection of the Purchaser's June 27, 1995 joint
venture proposal in favor of a sale of control. The Complaint alleges that
the Purchaser's Schedule 14D-1 and the Company's Schedule 14D-9 fail to
disclose (i) a schedule of "change of control" payments required to be
made, stock options which vest and restricted Shares which vest in
connection with the transaction, (ii) the structure, terms or timing of any
proposals from the Purchaser prior to the two alternative proposals
presented by the Purchaser on June 27, 1995, (iii) the terms and structure
of the joint venture proposal made by the Purchaser on June 27, 1995, (iv)
the structure, terms or timing of the proposed transaction or
counter-proposal of the Other Consumer Products Entity or whether the
counter-proposal was affirmatively rejected by the Other Consumer Products
Entity and (v) the specific dates of certain developments regarding the
Other Consumer Products Entity. The Complaint further alleges that the
Purchaser aided and abetted the Company's directors' alleged breach of
their fiduciary duties. The Complaint seeks (i) a declaration that the
action may be maintained as a class action, (ii) a declaration that the
Transaction is unfair, unjust and inequitable, (iii) invalidation of the
stockholder vote, including the election of directors, at the Company's
1995 annual meeting, (iv) invalidation of the Stock Purchase Agreement, (v)
an order compelling the Company's directors to conduct a proper process to
explore the availability of alternatives to maximize stockholder value and
to disseminate completely all material information relating to the
Transaction, (vi) to enjoin further steps necessary to accomplish or
implement the proposed Transaction, (vii) to compensate the plaintiff and
members of the class for all losses and damages allegedly suffered and to
be suffered by them and (viii) to award plaintiff costs, including
reasonable attorneys', accountants' and experts' fees. The Company and the
Purchaser believe that the Complaint is without merit and intend to
vigorously defend against the alleged claims.
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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: August 3, 1995
LG ELECTRONICS INC.
/s/ K.S. Cho
Name: K.S. Cho
Title: Managing Director
