ZENITH ELECTRONICS CORP
8-K, 1996-07-29
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):                                          July 24, 1996
                                                        -----------------


                    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                                  (847) 391-7000
                                                     --------------

                        Not applicable
                        --------------
 (Former name or former address, if changed since last report)


<PAGE>



Item 5.    Other Events.
           ------------           

           On July 24, 1996, Mr. Albin F. Moschner resigned as president,
           chief executive officer and director of Zenith Electronics 
           Corporation (the "Company").  Mr. Peter S. Willmott, a director
           of the Company since 1990, was named interim president and chief
           executive officer.  A press release announcing the foregoing
           is attached as an exhibit hereto and the full text of the press
           release is incorporated herein by reference.



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

           Exhibit No.          Exhibit
           -----------      ----------------
       
              99            Press Release dated July 24, 1996.




                                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 thereunto duly authorized.


                                 ZENITH ELECTRONICS CORPORATION
                                 (Registrant)



                                 By: /s/ Richard F. Vitkus
                                     ------------------------
                                     Richard F. Vitkus
                                     Senior Vice President, General 
                                     Counsel and Secretary



Date:  July 29, 1996

<PAGE>


                              EXHIBIT INDEX

Exhibit No.               Exhibit
- -------------             -------------
   99                     Press Release dated July 24, 1996




                                                                Exhibit 99


FOR IMMEDIATE RELEASE                     For more information
                                          contact:
                                          John I. Taylor
                                          (847) 391-8181 


                 ZENITH ELECTRONICS CEO MOSCHNER RESIGNS;
            PETER S. WILLMOTT NAMED INTERIM PRESIDENT AND CEO

   GLENVIEW, ILL. July 24 -- Albin F. Moschner, president and chief 
executive officer of Zenith Electronics Corporation resigned today, the 
company announced.

   Peter S. Willmott, 59, former president and chief operating officer of 
Federal Express Corp. (now known as FedEx), as well as a member of Zenith's 
board for the past six years, was named interim president and chief executive 
officer.  A search led by Mr. Willmott and the board is being undertaken for 
Mr. Moschner's successor.

   In a statement being issued to Zenith employees worldwide, Willmott said:
"Al Moschner has led the company through a difficult transition period, securing
new capital, streamlining the manufacturing process, creating new distribution
and logistics systems, and establishing a presence in additional international
markets.  As a result, Zenith has become a much more competitive organization,
positioned for new initiatives.

   "Our goal now is to find a successor capable of building on these strengths,
while providing dynamic new leadership that focuses on energizing our engineer-
ing, research and development efforts, expanding our promising network system 
capabilities, and continuing to execute our strategies in consumer electronics
and CRT," added Willmott.

   "It has been a privilege to serve Zenith shareholders, customers and 
employees worldwide.  We have had to deal with extraordinary challenges in the 
past few years, but together we made significant progress.  I believe that 
Zenith has a bright future.  I wish you all well as I pursue my own personal 
business interests," Moschner said.

   Moschner came to Zenith in 1991 from Control Data Corp., where he served 
as chief operating officer of ETA Systems, its supercomputer subsidiary.  He
previously served as chief operating officer of Tricord Systems and also served
14 years with IBM in a series of engineering and manufacturing positions.  He
had served as chief executive officer of Zenith since February of 1995.

   In addition to serving in senior executive roles at Federal Express, Willmott
has served as chairman and chief executive officer of Carson Pirie Scott & Co.,
a leading retailer.  He currently holds executive positions as chief executive 
officer of Willmott Services, Inc., as well as serving as the non-executive
chairman of MacFrugal's Inc.

   In November of last year, LG Electronics, a Korea-based global manufacturer 
and marketer of electronic products whose best known brand name is GoldStar,
purchased a majority stake in Zenith.

   Zenith has recently announced a series of new products, including Internet-
compatible TVs scheduled for introduction this fall, and is a leading player
in the development of High Definition Television (HDTV).

   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, data modem and HDTV systems.

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