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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. 8)
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)
Chan Ho Lee 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
011-82-2-3777-3049
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 3, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
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CUSIP NO.: 989349 10
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
WC
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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 -- 38,155,000 shares of Common Stock*
8 SHARED VOTING POWER
N/A
9 SOLE DISPOSITIVE POWER
LG Electronics Inc. -- 12,059,800 shares of Common Stock
LG Semicon Co., Ltd. -- 26,095,200 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
LG Electronics Inc. -- 38,155,000 shares of Common Stock*
LG Semicon Co., Ltd. -- 26,095,200 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. -- 56.9%*
LG Semicon Co., Ltd. -- 38.9%
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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. 8 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 amendment relates to are 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 Twin Towers
20, Yoido-Dong Youngdungpo-gu
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 Purchaser will
provide the funds in the amount of $13,250,000 being the purchase price of
2,000,000 shares of the Common Stock of the Company, as agreed upon by the
Purchaser and LG Semicon, based on the closing price per share of the Common
Stock on the New York Stock Exchange on the business day immediately preceding
the date of transfer, from its existing funds.
ITEM 4. PURPOSE OF TRANSACTION. 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.
LG Semicon transferred the 2,000,000 shares of Common Stock of the Company
owned by LG Semicon to the Purchaser pursuant to a transfer agreement dated
March 3, 1998 in order to adjust the legal ownership of the Company by the
Purchaser and its minority-owned subsidiary, LG Semicon. The transfer of the
Common Stock of the Company from LG Semicon to the Purchaser is intended to
exclude the Company from the definition of Principal Subsidiary and,
consequently, the coverage of certain events of default and cross defaults
contained in debt instruments of LG Semicon.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Lines 7, 11 and 13 of the Cover
Page to this Amendment No. 8 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 a transfer agreement dated March 3,
1998, LG Semicon transferred to the Purchaser the 2,000,000 shares of Common
Stock of the Company owned by LG Semicon.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
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99(a)(16) Agreement re: transfer agreement between LG Semicon Co., Ltd.
and LG Electronics Inc. dated March 3, 1998
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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: March 6, 1998
LG ELECTRONICS INC.
/s/ Chan-Ho Lee
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Name: Chan-Ho Lee
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Title: Managing Director
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LG SEMICON CO., LTD.
/s/ Kyoung-Ji Lee
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Name: Kyoung-Ji Lee
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Title: Managing Director
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EXHIBIT 99(a)(16)
STOCK POWER
For Value Received, the undersigned does hereby sell, convey, assign,
transfer and deliver unto LG Electronics Inc., a Korean corporation, TWO
MILLION (2,000,000) shares of the common stock of Zenith Electronics
Corporation, a Delaware corporation (the "Corporation"), standing in the
undersigned's name on the books of the Corporation represented by Certificate
No. B 158015 herewith, and does hereby irrevocably constitute and appoint The
Bank of New York to transfer the said stock on the books of the Corporation
with full power of substitution in the premises.
Dated: March 3, 1998 LC SEMICON CO., LTD.
/s/ Bon Joon Koo
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LC Semicon Co., Ltd.
Bon Joon Koo, President
Signature Guaranteed By
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Accepted and Agreed this
3rd day of March, 1998
LG ELECTRONICS INC.
/s/ Cha Hong (John) Koo
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Cha Hong (John) Koo, President
