<PAGE>
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
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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
_______________________________________________________________________
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
_______________________________________________________________________
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
LG Electronics Inc. -- 36,569,000 shares of Common Stock* <F1>
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%* <F1>
LG Semicon Co., Ltd. --44.32%
_______________________________________________________________________
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10 TYPE OF REPORTING PERSON
CO
_______________________________________________________________________
<F1> * 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.
<PAGE>
This Amendment No. 5 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 2. IDENTITY AND BACKGROUND.
On November 8, 1995, Messrs. Hun Jo Lee, Cha Hong (John) Koo, Yong
Nam, Nam K. Woo, K.S. Cho and Eugene B. Connolly were elected as directors
of the Company. Also on November 8, 1995, Mr. Hun Jo Lee was elected as
Chairman of the Board of Directors, Mr. Cha Hong (John) Koo was elected as
Chairman of the Executive Committee of the Board of Directors, Mr. Eugene
B. Connolly was elected as Chairman of the Organization and Compensation
Committee of the Board of Directors and as a member of the Executive
Committee of the Board of Directors and Mr. K.S. Cho was elected as a
member of the Executive Committee of the Board of Directors.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The transactions contemplated by the Stock Purchase Agreement were
consummated on November 8, 1995. Accordingly, Purchaser has accepted
18,619,000 Offer Shares for payment, subject to final proration and has
caused the purchase of 16,500,000 Issue Shares from the Company. As
previously disclosed, Purchaser has caused LG Semicon to purchase 80% of
the Offer Shares and 80% of the Issue Shares. As a result, LG Semicon is
the holder of 28,095,200 shares of Common Stock, representing approximately
44.32% of the Company's total outstanding shares of Common Stock as of June
30, 1995. Purchaser has retained the remaining 20% of the Offer Shares and
20% of the Issue Shares as well as the 1,450,000 shares of Common Stock
previously held by it. As a result, Purchaser is the direct holder of
8,473,800 shares of Common Stock. Together with the shares of Common Stock
held by LG Semicon, Purchaser is the beneficial owner of a total of
36,569,000 shares of Common Stock representing approximately 57.68% of the
Company's total outstanding shares of Common Stock as of June 30, 1995.
ITEM 10. ADDITIONAL INFORMATION.
The Offer terminated according to its terms at 12:00 midnight New
York City time on November 7, 1995 and has not been extended. The
Purchaser issued two press releases on November 8, 1995. The Purchaser's
press releases are attached as exhibits hereto and are incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
__________ ___________
99(a)(13) Purchaser's Press Release dated November 8, 1995.
99(a)(14) Purchaser's Press Release dated November 8, 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 8, 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)(13) Purchaser's Press Release dated November 8, 1995.
99(a)(14) Purchaser's Press Release dated November 8, 1995.
EXHIBIT 99(a)(13)
For Immediate Release
LG ELECTRONICS ANNOUNCES PURCHASE OF ZENITH STOCK
Seoul, Korea, November 8, 1995 -- LG Electronics Inc.
announced today that its tender offer for up to 18,619,000 shares
of common stock of Zenith Electronics Corporation has terminated
and that a total of 35,125,567.33 shares were tendered in
response to the tender offer, including 3,742,771.196 shares
tendered pursuant to guaranteed delivery procedures.
Accordingly, assuming that 18,619,000 tendered shares are
purchased in the tender offer, the preliminary proration factor
(the percentage of shares validly tendered that may be purchased)
would be 53.006973%.
The tender offer and a direct purchase of an additional
16,500,000 newly issued shares from Zenith are being made
pursuant to a Stock Purchase Agreement between LG Electronics and
Zenith. Zenith's stockholders approved the transactions at a
special meeting of stockholders held yesterday. A closing for
the transactions is scheduled to occur later today.
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, video dial-tone, 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
# # #
EXHIBIT 99(a)(14)
LG ELECTRONICS ANNOUNCES PURCHASE OF ZENITH STOCK
Seoul, Korea, November 8, 1995 -- LG Electronics Inc.
announced today that, pursuant to the terms of its tender offer,
it has accepted for purchase 18,619,000 shares of Zenith
Electronics Corporation's common stock for $10.00 per share,
subject to final proration. The total number of shares tendered
was 35,125,567.33, including 3,742,771.196 shares tendered pursuant
to guaranteed delivery procedures, and the preliminary proration
factor (the percentage of shares validly tendered that were
purchased) is 53.006973%.
The shares purchased under the tender offer were acquired by
LG Electronics and its majority-owned subsidiary, LG Semicon Co.,
Ltd. LG Electronics and LG Semicon also purchased 16,500,000
Zenith common shares directly from Zenith for $10.00 per share.
The tender offer and the direct purchase of shares from Zenith
were both made pursuant to a Stock Purchase Agreement between LG
Electronics and Zenith.
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, video dial-tone, 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
# # #
