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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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SCHEDULE 13D/A
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO. 7)
ZENITH ELECTRONICS CORPORATION
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(NAME OF ISSUER)
Common Stock, par value $1.00 per share (Including the Associated Rights)
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(TITLE OF CLASS OF SECURITIES)
989349 10 5
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(CUSIP NUMBER)
K.S. Cho Copy to:
Managing Director Younghee Jin Ottley
LG Electronics Inc. Winston & Strawn
LG Twin Towers 35 West Wacker Drive
20, Yoido-dong Chicago, Illinois 60601
Youngdungpo-gu (312) 558-5600
Seoul, Korea 150-721
011-82-2-3777-3480
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 31, 1997
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
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CUSIP NO.: 989349 10 5
1 NAME OF REPORTING PERSONS
LG Electronics Inc.
LG Semicon Co., Ltd.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (__)
(b) (__)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) (___)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
LG Electronics Inc -- 37,362,000 shares of Common Stock*
8 SHARED VOTING POWER
N/A
9 SOLE DISPOSITIVE POWER
LG Electronics Inc. -- 9,266,800 shares of Common Stock
LG Semicon Co., Ltd. -- 28,095,200 shares of Common Stock
10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
LG Electronics Inc. -- 37,362,000 shares of Common Stock*
LG Semicon Co., Ltd. -- 28,095,200 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (____)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LG Electronics Inc. -- 56.2%*
LG Semicon Co., Ltd. -- 42.3%
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14 TYPE OF PERSON REPORTING
CO
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* Includes the shares of Zenith Electronics Corporation's common stock, par
value $1.00 ("Common Stock"), held by LG Semicon Co., Ltd., a
minority-owned subsidiary of LG Electronics Inc. LG Semicon Co., Ltd.
granted LG Electronics Inc. a voting proxy with respect to the Common
Stock held by LG Semicon Co., Ltd. Also includes 793,000 shares held by
LG Electronics Inc. obtainable pursuant to stock options exercisable
within sixty (60) days of the date hereof.
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This Amendment No. 7 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Schedule 13D dated July 21, 1995, as amended (the "Schedule
13-D") 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 upon the terms and subject to the
conditions set forth in the Schedule 13-D. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to those terms in the
Schedule 13-D.
ITEM 1. SECURITY AND ISSUER. The name of the subject company is Zenith
Electronics Corporation, a Delaware corporation, with its principal executive
offices located at 1000 Milwaukee Avenue, Glenview, Illinois 60025. The equity
securities to which this statement relates to are options to purchase the
Common Stock of the Company.
ITEM 2. IDENTITY AND BACKGROUND. Each reporting person is a corporation
organized under the laws of the Republic of Korea. The location of their
principal offices are as follows:
LG Electronics Inc. LG Semicon Co., Ltd.
LG Twin Towers 1, Hyangjeong-dong Hungduk-gu
20, Yoido-Dong Youngdungdo-gu Cheongju, Chungchong Buk Do, Korea 360-481
Seoul, Korea 150-721
During the last five years, neither reporting person nor, to the best of the
knowledge of such reporting persons, any of the executive officers of the
reporting persons or the persons carrying out functions on behalf of such
reporting persons similar to that of a director in a United States corporation
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The options to
purchase 793,000 shares of Common Stock were acquired pursuant to that certain
Financial Support Agreement dated March 31, 1997 (the "Support Agreement")
between the Purchaser and the Company. The consideration received by the
Company in exchange for issuance of such options includes certain covenant
obligations and performance guarantees by the Purchaser in connection with
certain financing and lease transactions by the Company.
ITEM 4. PURPOSE OF TRANSACTION. Pursuant to the Support Agreement, the
Purchaser has agreed to guarantee or undertake certain financial obligations of
the Company pursuant to various financing and lease transactions. Pursuant to
the Support Agreement, the Purchaser received options to purchase an aggregate
amount of 3,965,000 shares of Common Stock of the Company. 793,000 of such
options vest on May 1, 1997, 1998 and 1999; 175,000 of such options vest on
each of May 1, 2000 through 2008; and 11,000 of such options vest on May 1,
2009.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Lines 7, 11 and 13 of the Cover
Page to this Amendment No. 7 are hereby incorporated by reference as if
originally contained herein.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER. Pursuant to an agreement dated March 25, 1997, LG
Semicon appointed the Purchaser as its true-and-lawful attorney-in-fact to vote
the 28,095,200 shares of Common Stock of the Company owned by LG Semicon. The
proxy expires on March 25, 2010.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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<CAPTION>
Exhibit No. Description
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<S> <C>
99(a)(16) Agreement re: proxy between LG Semicon Co., Ltd. and LG
Electronics Inc. dated March 25, 1997
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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: June 30, 1997
LG ELECTRONICS INC.
/s/ Ki-Song Cho
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Name: Ki-Song Cho
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Title: Managing Director
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LG SEMICON CO., LTD.
/s/ Young-Pyo Bae
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Name: Young-Pyo Bae
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Title: Managing Director
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EXHIBIT 99(a)(16)
AGREEMENT
1. LG Semicon Co., Ltd., a Korean corporation ("Semicon"), as the record
and beneficial owner of approximately 42% of the issued and outstanding voting
capital stock (the "Semicon-Owned Stock") of Zenith Electronics Corporation, a
Delaware corporation ("Zenith"), hereby appoints LG Electronics Inc., a Korean
corporation ("LGE") (and any officer or agent of LGE, with full power of
substitution) as its true and lawful attorney-in-fact and in its name, place
and stead to vote the Semicon-Owned Stock at any meeting of stockholders of
Zenith, and to execute written consents in respect of the Semicon-Owned Stock
in lieu of any such meeting.
2. This proxy is irrevocable. The foregoing power of attorney shall be
fully binding upon any individual, partnership, corporation or other entity who
shall acquire any beneficial interest in the Semicon-Owned Stock.
3. This proxy shall terminate thirteen (13) years after the date hereof.
Executed and delivered as of this 25th day of March, 1997.
LG SEMICON CO., LTD.
/s/ Chung Hwan Mun
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LG Semicon Co., Ltd.
Chung Hwan Mun, President
Accepted and Agreed this
25th day of March, 1997
LG ELECTRONICS, INC.
/s/ Cha Hong (John) Koo
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Cha Hong (John) Koo, President
