<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Zenith Electronics Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Including the Associated Rights)
(Title of Class of Securities)
989349 10 5
(CUSIP Number)
Chan-Ho Lee Copy to:
Managing Director Steven R. Gross, Esq.
LG Electronics Inc. Debevoise & Plimpton
LG Twin Towers 875 Third Avenue
20, Yoido-dong New York, NY 10022
Youngdungpo-gu (212) 909-6000
Seoul, Korea 150-721
011-82-2-3777-3049
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 21, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 989349 10 5 Page 2 of 6 Pages
1 NAMES OF REPORTING PERSONS
LG Electronics Inc.
LG Semicon Co., Ltd.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF LG Electronics Inc. -- 38,155,000*
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON LG Electronics Inc. -- 12,059,800
WITH LG Semicon Co., Ltd. -- 26,095,200
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
- --------------------------------------------------------------------------------
- ----------
*. Includes the shares of Zenith Electronics Corporation's common stock,
par value $1.00 per share ("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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SCHEDULE 13D
CUSIP No. 989349 10 5 Page 3 of 6 Pages
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
LG Electronics Inc. -- 38,155,000*
LG Semicon Co., Ltd. -- 26,095,200
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
LG Electronics Inc. -- 56.9%*
LG Semicon Co., Ltd. -- 38.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP No. 989349 10 5 Page 4 of 6 Pages
AMENDMENT NO. 10 TO STATEMENT ON SCHEDULE 13D
This Amendment No. 10 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 ("LGE"), and LG Semicon Co., Ltd, a corporation
organized under the laws of the Republic of Korea ("LG Semicon"), filed in
connection with shares of 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. This Amendment is
being filed on behalf of the reporting persons identified in the cover page of
this Amendment. This Amendment amends Item 4 of the Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
LGE and the Company have reached an agreement in principle regarding
a proposed, prepackaged plan of reorganization of the Company (the "Plan")
designed to reduce the Company's debt and improve its financial health. Under
the proposed Plan, LGE will convert approximately $200 million of the Company's
obligations to LGE into newly issued common stock of the Company, representing
100% of the equity of the restructured Company. In addition, approximately $210
million of claims held by LGE will be exchanged for certain manufacturing assets
of the Company located in Mexico and secured notes due 2008 on which interest
may be paid in kind under certain circumstances. Pursuant to the proposed Plan,
LGE would provide an additional $60 million of credit support to help finance
the implementation of the Plan. The proposed Plan also will provide that all
currently outstanding Common Stock, including Common Stock held by LGE and LG
Semicon, will be canceled and holders of Common Stock will receive no
distribution.
The Company has indicated that it intends to file the proposed Plan
with the Securities and Exchange Commission shortly and thereafter to solicit
acceptance of the Plan from certain existing creditors. Upon receiving the
necessary level of acceptance, the Company intends to initiate a prepackaged
reorganization proceeding under Chapter 11 of the United States Bankruptcy Code.
The proposed restructuring of the Company is subject to a number of
conditions, including definitive documentation and receipt of necessary approval
from the Company's creditors and the court presiding
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SCHEDULE 13D
CUSIP No. 989349 10 5 Page 5 of 6 Pages
over the prepackaged Plan. LGE's support for the proposed Plan is subject to the
Company securing additional financing from third parties, the implementation of
the Company's operational restructuring, receipt by LGE of necessary approvals
from regulatory authorities in the Republic of Korea and numerous other
conditions. There can be no assurance that the proposed restructuring will be
consummated or that it will not be modified or that completion of such
restructuring will not be delayed.
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SCHEDULE 13D
CUSIP No. 989349 10 5 Page 6 of 6 Pages
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: May 26, 1998
LG ELECTRONICS INC.
/s/ Chan-Ho Lee
---------------------------
Name: Chan-Ho Lee
Title: Managing Director
LG SEMICON CO., LTD.
/s/ Kyoung-Ji Lee
----------------------------
Name: Kyoung-Ji Lee
Title: Managing Director
