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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14 (D) (4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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ZENITH ELECTRONICS CORPORATION
(Name of Subject Company)
ZENITH ELECTRONICS CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
(Title of Class of Securities)
989349105
(CUSIP Numbers of Class of Securities)
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ALBIN F. MOSCHNER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ZENITH ELECTRONICS CORPORATION
1000 MILWAUKEE AVENUE
GLENVIEW, ILLINOIS 60025
(708) 391-7383
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
WITH COPIES TO:
RICHARD F. VITKUS THOMAS A. COLE
ZENITH ELECTRONICS CORPORATION SIDLEY & AUSTIN
1000 MILWAUKEE AVENUE ONE FIRST NATIONAL PLAZA
GLENVIEW, ILLINOIS 60025 CHICAGO, ILLINOIS 60603
(708) 391-8064 (312) 853-7473
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated July 21, 1995 (the "Schedule 14D-9"), filed
by Zenith Electronics Corporation, a Delaware corporation (the "Company"),
relating to the tender offer by LG Electronics Inc., a corporation organized
under the laws of the Republic of Korea (the "Purchaser"), disclosed in a
Tender Offer Statement on Schedule 14D-1, dated July 21, 1995, to purchase
up to 18,619,000 shares of common stock, $1.00 par value, of the Company,
including the associated common stock purchase rights issued pursuant to the
Company's rights agreement, at $10.00 per share, net to seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated July 21, 1995 (the "Offer to Purchase"), and the related Letter of
Transmittal (which together with the Offer to Purchase, and any amendments
or supplements thereto, collectively constitute the "Offer"). Unless
otherwise defined, all terms used in this Amendment have the respective
meanings attributed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Company has been served with a Class Action Complaint (the "Complaint"),
filed in the Court of Chancery of the State of Delaware in and for New Castle
County, against the Company, the Board of Directors of the Company and the
Purchaser, alleging that the Board of Directors breached their fiduciary
duties and failed to exercise loyalty, good faith and due care toward the
Company and the stockholders of the Company in regard to the 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").
The Complaint seeks to enjoin further steps necessary to accomplish or
implement the proposed Transaction, to compensate the plaintiff and members
of the class for all losses and damages suffered and to be suffered by them
and to award plaintiff costs, including reasonable attorneys', accountants'
and experts' fees. A copy of the Complaint is filed as an exhibit hereto
and is incorporated herein by reference. The Company believes that the
Complaint is without merit and intends to vigorously defend the alleged
claims.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No.
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Exhibit 8 Gwynne L. Horwitz, SEP IRA, Plaintiff v. Harry G. Beckner,
et al, Defendants, Class Action Complaint filed in the Court
of Chancery of the State of Delaware in and for New Castle
County as Civil Action No. 14424. (1)
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(1) Incorporated by reference to the exhibits filed with the Company's
Current Report on Form 8-K dated July 25, 1995.
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SIGNATURE
After reasonable 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: July 26, 1995
ZENITH ELECTRONICS CORPORATION
By: /s/ Albin F. Moschner
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Name: Albin F. Moschner
Title: President and Chief
Executive Officer
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