ZENITH ELECTRONICS CORP
8-K, 1996-12-18
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):                                        December 18, 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 December 18, 1996, the company announced that in a major
           restructuring designed to help accelerate the company's return
           to profitability and conserve cash, it is cutting its U.S.
           workforce by more than 25 percent.  The employment reductions
           are expected to reduce expenses by approximately $20 million
           in 1997, and will require a fourth-quarter restructuring
           charge of approximately $25 million.  In October, the company
           reported net losses of $109 million for the first nine months 
           of 1996.  The company is in discussions with its lenders and 
           expects to amend certain financial covenants in its lending
           agreement.            


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

           Exhibit No.          Exhibit
           -----------      ----------------
       
              99            Press Release dated December 18, 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:  December 18, 1996

<PAGE>


                              EXHIBIT INDEX

Exhibit No.               Exhibit
- -------------             -------------
   99                     Press Release dated December 18, 1996




                                                                Exhibit 99



[LOGO]

NEWS RELEASE                                       FOR IMMEDIATE RELEASE
                                                   ---------------------
             
                ZENITH TO CUT U.S. WORKFORCE BY 25 PERCENT


   GLENVIEW, ILL. Dec. 18, 1996 -- In a major restructuring designed to help
accelerate the company's return to profitability and conserve cash, Zenith 
Electronics Corporation (NYSE:ZE) is cutting its U.S. workforce by more than
25 percent.
   Peter S. Willmott, who was elected president and CEO last month, announced
today that Zenith plans to eliminate about 375 salaried positions, reducing 
its U.S. salaried workforce to fewer than 1,500 positions.  In addition,
Zenith plans in 1997 to cut about 800 hourly positions (largely through
attrition) at its Melrose Park, ILL., color picture tube plant as new 
automated processes improve productivity.  This will reduce Zenith's total
U.S. hourly workforce to about 2,000 positions.
   "Our fixed costs are simply too high for a company with sales at our
levels and reporting such huge losses," Willmott said in a letter to 
employees.  He called these actions "a necessary step in Zenith's turnaround 
process."
   The employment reductions are expected to reduce expenses by 
approximately $20 million in 1997, and will require a fourth-quarter
restructuring charge of approximately $25 million.  In October, Zenith 
reported net losses of $109 million for the first nine months of 1996.
The company is in discussions with its lenders and expects to amend certain
financial covenants in its lending agreement.
  Zenith Electronics Corporation, based in Glenview, ILL., is a leader in
consumer electronics and network systems technologies.  Zenith's largest 
shareholder is LG Electronics Inc., which owns 55 percent of the company's
outstanding shares.
                                   -30-
       

CONTACT:  John Taylor (847) 391-8181



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