<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
ZENITH ELECTRONICS CORPORATION
(Name of Issuer)
ZENITH ELECTRONICS CORPORATION
LG ELECTRONICS INC.
(Name of Persons Filing Statement)
6 1/4% CONVERTIBLE SUBORDINATE DEBENTURES DUE 2011
(Name of Persons Filing Statement)
989349AB1
(CUSIP Number of Class of Securities)
Edward J. McNulty Chan-Ho Lee
Zenith Electronics Corporation LG Electronics Inc.
1000 Milwaukee Avenue LG Twin Towers, 20, Yoido - dong
Glenview, Illinois 60025-2493 Youngdungpo -gu, Seoul, Korea, 150-721
Telephone: (847) 391-7000 Telephone: 011-82-2-3777-3049
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
Copies to:
Richard F. Vitkus Steven R. Gross
Zenith Electronics Corporation Debevoise & Plimpton
1000 Milwaukee Avenue 875 Third Avenue
Glenview, Illinois New York, New York 10022
60025-2493 (212) 909-6586
(847) 391-7000
Michael G. Timmers
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
This statement is filed in connection with (check the appropriate box):
a. |X| The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. |X| The filing of registration statement under the Securities Act of 1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: |X|
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
$103,500,000 $10,178
- --------------------------------------------------------------------------------
*The transaction valuation has been calculated pursuant to Rule 0-11(b)(2)
|X| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid: $10,178
Form or Registration No: Form S-4 Registration Statement
Filing Party: Zenith Electronics Corporation
Date Filed: August 10, 1998
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<PAGE> 2
INTRODUCTION
This Rule 13E-3 Transaction Statement (this "Statement") relates to a
Disclosure Statement and Proxy Statement- Prospectus (the "Registration
Statement") for the solicitation of votes for the Prepackaged Plan of
Reorganization (the "Prepackaged Plan") of Zenith Electronics Corporation, a
Delaware corporation (the "Issuer"). The purpose of the Prepackaged Plan is to
reduce the Issuer's debt service obligations, facilitate future borrowing to
fund liquidity needs and permit the Issuer to implement a restructuring of its
operations. The Prepackaged Plan will reduce the Issuer's overall debt and other
obligations by approximately $300 million by exchanging (i) $200 million of debt
and other liabilities owed to LG Electronics Inc. (the "Affiliate") for all of
the newly issued common stock, par value $.01 per share, of the reorganized
Issuer (the "New Common Stock"), (ii) the 6 1/4% Convertible Subordinated
Debentures due 2011 (the "Old Subordinated Debentures") in an aggregate
principal amount of $103.5 million plus accrued interest thereon for the 6 1/4%
Senior Subordinated Debentures due 2010 (the "New Subordinated Debentures") of
the reorganized Issuer in an aggregate principal amount of $40 million and (iii)
approximately $32.4 million of indebtedness to the Affiliate for certain
property, plant and equipment owned by the Issuer's subsidiaries located in
Reynosa, Tamaulipas, Mexico, which have an appraised value equal to such amount.
In addition, as a consequence of the Prepackaged Plan, the common stock, par
value $1.00 par value, of the Issuer (the "Old Common Stock"), together with all
outstanding options, warrants or rights to acquire shares of common stock, will
be cancelled and the holders of the Old Common Stock (including the Affiliate
and its affiliate) will receive no distributions and retain no property under
the Prepackaged Plan in respect of their holdings of the Old Common Stock.
The cross reference sheet on the following pages, which is being supplied
pursuant to General Instruction F to Schedule 13E-3, shows the location in the
Registration Statement of the information required to be included in response to
the items of this Statement. The information set forth in the Registration
Statement, which is attached hereto as Exhibit (d)(1), is incorporated herein by
reference in its entirety, and responses to each item herein are qualified in
their entirety by such reference. The Registration Statement will be completed
and, if appropriate, amended prior to the time it is first sent or given to
securityholders. This Statement will be amended to reflect such completion or
amendment to the Registration Statement.
<PAGE> 3
CROSS REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)
All references are to portions of the Proxy Statement which are
incorporated herein and made a part hereof by reference.
<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM RESPONSE / CAPTION IN
NUMBER AND CAPTION REGISTRATION STATEMENT
<S> <C>
1. Issuer and Class of Security
Subject to the Transaction
(a) Front Page of Registration Statement; "SUMMARY--The
Company"; "SPECIAL FACTORS--Going Private
Transaction"
(b) Front page of Registration Statement; "SPECIAL
FACTORS--Going Private Transaction"
(c) Front Page of Registration Statement; "MARKET PRICES
OF THE OLD SUBORDINATED DEBENTURES"
(d) and (e) *
(f) "DESCRIPTION OF DEBT AND CREDIT
ARRANGEMENTS--Long-Term Debt"
2. Identity and Background.
(a) - (g) "SUMMARY--The Company"; "MANAGEMENT"
3. Past Contacts, Transactions or Negotiations.
(a) "SPECIAL FACTORS--Events Leading to the to
Restructuring"; "CERTAIN TRANSACTIONS"
(b) "SPECIAL FACTORS--Events Leading to the
Restructuring"; "--LGE Agreements Related to
Common Stock"; "CERTAIN TRANSACTIONS"
4. Terms of the Transaction
(a) "SUMMARY--The Prepackaged Plan"; "SPECIAL
FACTORS--The Restructuring Agreement";
"THE PREPACKAGED PLAN--Classification and
Treatment of Claims and Equity Interests under
the Prepackaged Plan";
"ANNEX A--THE PREPACKAGED PLAN"
(b) *
5. Plans or Proposals of the Issuer or Affiliate.
(a) *
(b) "RISK FACTORS--Certain Risks Relating to the Business
Plan Projections"; "--Risks Associated with Proposed
Operational Restructuring"
</TABLE>
- --------------
* Not applicable or answer is negative.
i
<PAGE> 4
<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM RESPONSE / CAPTION IN
NUMBER AND CAPTION REGISTRATION STATEMENT
<S> <C>
(c) "MANAGEMENT"; "THE PREPACKAGED
PLAN--Summary of Other Provisions of the Prepackaged
Plan--Amendments to Certificate of Incorporation and By-
Laws"
(d) "SPECIAL FACTORS--Liquidity Pending Consummation of
the Restructuring"; "DESCRIPTION OF DEBT AND
CREDIT ARRANGEMENTS"
(e) "RISK FACTORS--Risks Associated with Proposed
Operational Restructuring"; "THE PREPACKAGED PLAN--Summary
of Other Provisions of the Prepackaged Plan--Amendments to
Certificate of Incorporation and By-Laws"
(f) and (g) *
6. Source and Amount of Funds or Other Consideration.
(a), (c) and (d) *
(b) "ESTIMATED FEES AND EXPENSES"
7. Purpose(s), Alternatives, Reasons and Effects.
(a) "SPECIAL FACTORS--Purposes and Effects of the
Financial Restructuring"
(b) and (c) "SPECIAL FACTORS--Events Leading to the
Restructuring"; "--Alternatives to Confirmation and
Consummation of the Prepackaged Plan";
"--Recommendation of the Board"; "--LGE's Position
Regarding the Financial Restructuring"; "--Liquidation and
Going Concern Analyses"; "LIQUIDATION ANALYSIS"
(d) "SPECIAL FACTORS--Purposes and Effects of the
Financial Restructuring"; "CERTAIN U.S. FEDERAL
INCOME TAX CONSIDERATIONS"; "HISTORICAL AND
PRO FORMA CAPITALIZATION"; "PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION"
8. Fairness of the Transaction. "SPECIAL FACTORS--Recommendation of the Board"; "--LGE's
(a) and (b) Position Regarding the Financial Restructuring";
"--Liquidation and Going Concern Analyses";
"LIQUIDATION ANALYSIS"
(c) "SPECIAL FACTORS--Recommendation of the Board"
"SUMMARY--Voting Procedures"; "THE
PREPACKAGED PLAN--Confirmation Standards";
"--Confirmation of the Prepackaged Plan Without
Acceptance by All Classes of Impaired Claims";
"--Certain Consequences of Non Acceptance of the
Prepackaged Plan"
(d) "SPECIAL FACTORS--Events Leading to the
Restructuring"; "--Recommendation of the Board"
</TABLE>
- --------------
* Not applicable or answer is negative.
ii
<PAGE> 5
<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM RESPONSE / CAPTION IN
NUMBER AND CAPTION REGISTRATION STATEMENT
<S> <C>
------------------ ----------------------
(e) "SPECIAL FACTORS--Recommendation of the Board "
(f) *
9. Reports, Opinions, Appraisals and Certain "SPECIAL FACTORS--Events Leading
Negotiations. to the Restructuring"; "--Recommendation of the
(a), (b) and (c) Board"; "--LGE's Position Regarding the Financial
Restructuring"; "--Liquidation and Going Concern Analyses";
"LIQUIDATION ANALYSIS"
10. Interest in Securities of the Issuer.
(a) and (b) *
11. Contracts, Arrangements or Understandings "SPECIAL FACTORS--LGE Agreements Related to
with Respect to the Issuer's Securities. Common Stock"; "--The Restructuring Agreement"
12. Present Intention and Recommendation of
Certain Persons with Regard to the Transaction.
(a) and (b) "SPECIAL FACTORS--Recommendation of the Board";
"--LGE's Position Regarding the Financial Restructuring"
13. Other Provisions of the Transaction.
(a) "SPECIAL FACTORS--Dissenters' Rights"
(b) and (c) *
14. Financial Information.
(a) and (b) "SELECTED HISTORICAL CONSOLIDATED
FINANCIAL DATA"; "PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION"
15. Persons and Assets Employed, Retained or
Utilized.
(a) *
(b) "SOLICITATION; VOTING PROCEDURES--Solicitation
Agent"
16. Additional Information. *
</TABLE>
- --------------
* Not applicable or answer is negative.
iii
<PAGE> 6
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The Issuer of the class of equity securities which is the subject of
this Statement is Zenith Electronics Corporation, the principal executive office
of which is located at 1000 Milwaukee Avenue, Glenview, Illinois 60025- 2493.
The information set forth in the Front Page of the Registration Statement,
"SUMMARY--The Company" and "SPECIAL FACTORS--Going Private Transaction" of the
Registration Statement is incorporated herein by reference.
(b) The title of the equity securities subject to this Rule 13e-3
transaction is the 6 1/4% Convertible Subordinated Debentures due 2011 (the "Old
Subordinated Debentures"). As of August 6, 1998, the aggregate principal amount
of the outstanding Old Subordinated Debentures was $103.5 million. The Issuer
had approximately 285 holders of record of the Old subordinated Debentures as of
June 30, 1998. The information set forth in the Front Page of the Registration
Statement and "SPECIAL FACTORS--Going Private Transaction" of the Registration
Statement is incorporated herein by reference.
(c) The information set forth in the Front Page of the Registration
Statement and "MARKET PRICES OF THE OLD SUBORDINATED DEBENTURES" of the
Registration Statement is incorporated herein by reference.
(d) Not Applicable.
(e) None.
(f) This information set forth in "DESCRIPTION OF DEBT AND CREDIT
ARRANGEMENTS--Long-Term Debt" of the Registration Statement is incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (g) This Statement is being filed jointly by the Issuer and the
Affiliate. See Annex 1 to this Statement. The information set forth in
"SUMMARY--The Company" and "MANAGEMENT" of the Registration Statement is
incorporated herein by reference.
None of the persons with respect to whom information is provided in
response to this Item was, during the past five years, convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was, during
the past five years, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in "SPECIAL FACTORS--Events Leading to the
Restructuring" and "CERTAIN TRANSACTIONS" of the Registration Statement is
incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS--Events Leading to the
Restructuring", "--LGE Agreements Related to Common Stock" and "CERTAIN
TRANSACTIONS" of the Registration Statement is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY--The Prepackaged Plan", "SPECIAL
FACTORS--The Restructuring Agreement", "THE PREPACKAGED PLAN--Classification and
Treatment of Claims and Equity Interests under the Prepackaged Plan" and "ANNEX
A--THE PREPACKAGED PLAN" of the Registration Statement is incorporated herein by
reference.
(b) None.
iv
<PAGE> 7
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) Not applicable.
(b) The information set forth in "RISK FACTORS--Certain Risks Relating to
the Business Plan Projections" and "--Risks Associated with Proposed Operational
Restructuring" of the Registration Statement is incorporated herein by
reference.
(c) The information set forth in "MANAGEMENT" and "THE PREPACKAGED
PLAN--Summary of Other Provisions of the Prepackaged Plan--Amendments to
Certificate of Incorporation and By-Laws" of the Registration Statement is
incorporated herein by reference.
(d) The information set forth in "SPECIAL FACTORS--Liquidity Pending
Consummation of the Restructuring" and "DESCRIPTION OF DEBT AND CREDIT
ARRANGEMENTS" of the Registration Statement is incorporated herein by reference.
(e) The information set forth in "RISK FACTORS--Risks Associated with
Proposed Operational Restructuring" and "THE PREPACKAGED PLAN--Summary of Other
Provisions of the Prepackaged Plan--Amendments to Certificate of Incorporation
and By-Laws" of the Registration Statement is incorporated herein by reference.
(f) and (g) Not applicable.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (c) and (d) Not applicable.
(b) The information set forth in "ESTIMATED FEES AND EXPENSES" of the
Registration Statement is incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in "SPECIAL FACTORS--Purposes and Effects of
the Financial Restructuring" of the Registration Statement is incorporated
herein by reference.
(b) and (c) The information set forth in "SPECIAL FACTORS--Events Leading
to the Restructuring", "--Alternatives to Confirmation and Consummation of the
Prepackaged Plan", "--Recommendation of the Board", "--LGE's Position Regarding
the Financial Restructuring", "--Liquidation and Going Concern Analyses" and
"LIQUIDATION ANALYSIS" of the Registration Statement is incorporated herein by
reference.
(d) The information set forth in "SPECIAL FACTORS--Purposes and Effects of
the Financial Restructuring", "CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS",
"HISTORICAL AND PRO FORMA CAPITALIZATION" and "PRO FORMA CONSOLIDATED FINANCIAL
INFORMATION" of the Registration Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) and (b) The information set forth in "SPECIAL FACTORS--Recommendation
of the Board","--LGE's Position Regarding the Financial Restructuring",
"--Liquidation and Going Concern Analyses" and "LIQUIDATION ANALYSIS" of the
Registration Statement is incorporated herein by reference.
(c) The information set forth in "SPECIAL FACTORS--Recommendation of the
Board"; "SUMMARY--Voting Procedures", "THE PREPACKAGED PLAN--Confirmation
Standards","--Confirmation of the Prepackaged Plan Without Acceptance by All
Classes of Impaired Claims" and "--Certain Consequences of Non-Acceptance of the
Prepackaged Plan" of the Registration Statement is incorporated herein by
reference.
v
<PAGE> 8
(d) The information set forth in "SPECIAL FACTORS--Events Leading to the
Restructuring" and "--Recommendation of the Board" of the Registration Statement
is incorporated herein by reference.
(e) The information set forth in "SPECIAL FACTORS--Recommendation of the
Board" of the Registration Statement is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a), (b) and (c) The information set forth in "SPECIAL FACTORS--Events
Leading to the Restructuring", "--Recommendation of the Board", "--LGE's
Position Regarding the Financial Restructuring", "--Liquidation and Going
Concern Analyses" and "LIQUIDATION ANALYSIS" of the Registration Statement is
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) None.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in "SPECIAL FACTORS--LGE Agreements Related to
Common Stock" and "--The Restructuring Agreement" of the Registration Statement
is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) and (b) The information set forth in "SPECIAL FACTORS--Recommendation
of the Board" and "--LGE's Position Regarding the Financial Restructuring" of
the Registration Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "SPECIAL FACTORS--Dissenters' Rights" of
the Registration Statement is incorporated herein by reference.
(b) and (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) and (b) The information set forth in "SELECTED HISTORICAL CONSOLIDATED
FINANCIAL DATA" and "PRO FORMA CONSOLIDATED FINANCIAL INFORMATION" of the
Registration Statement is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) The information set forth in "SOLICITATION; VOTING
PROCEDURES--Solicitation Agent" of the Registration Statement is incorporated
herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Not applicable.
vi
<PAGE> 9
SIGNATURE
After due 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
as of August 10, 1998.
ZENITH ELECTRONICS CORPORATION
By: /s/ Jeffrey P. Gannon
------------------------------------------
Name: Jeffrey P. Gannon
Title: President and Chief Executive Officer
LG ELECTRONICS INC.
By: /s/ Cha Hong (John) Koo
-----------------------------------------
Name: Cha Hong (John) Koo
Title: President and Chief Executive Officer
vii
<PAGE> 10
ANNEX 1
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being jointly filed by LG Electronics Inc., a
corporation organized under the laws of the Republic of Korea, who may be deemed
to be an affiliate of Issuer (the "Affiliate").
The Affiliate is engaged in the consumer electronics business. The address
of the principal business and principal office of the Affiliate is LG Twin
Towers, 20, Yoido-dong, Youngdungpo-gu, Seoul, Korea 150-721. Set forth below
with respect to each executive officer and director of the Affiliate is such
individual's name, present principal occupation, material positions held during
the last five years (and the name of any corporation or other organization in
which such position was carried on) and business address. All of the person
listed below are citizens of Korea.
<TABLE>
<CAPTION>
Name Present Material Positions Held During the Past Business Address
---- Principal Five Years ----------------
Occupation ----------
----------
<S> <C> <C> <C> <C>
Cha Hong President & 1/95 - Present President & CEO, LG Electronics Inc. LG Electronics
(John) Koo CEO, LG 11/95 - Present Director, Zenith Electronics Corporation Inc.,
Electronics Inc. 2/91 - Present Director, LG Electronics Inc. 20, Yoido-dong,
1/94 - 12/94 Executive VP & CEO, LG Electronics Inc. Youngdungpo-gu,
3/91 - 12/93 Executive VP, LG Electronics Inc. Seoul 150-721,
Korea
Bon Moo Chairman, LG 3/98 - Present Chairman, LG Electronics Inc. LG Electronics
Koo Electronics Inc. Chairman, LG Chemical Ltd. Inc.,
2/91 - 2/98 Director, LG Electronics Inc. 20, Yoido-dong,
1/95 - 12/97 Chairman, LG Group Youngdungpo-gu,
1/89 - 12/94 Vice Chairman, LG Group Seoul 150-721,
Korea
Byung Chul Executive Vice 12/97 - Present Executive Vice President & CFO, LG LG Electronics
Jung President & Electronics Inc. Inc.,
CFO, LG 2/97 - Present Director, LG Electronics Inc. 20, Yoido-dong,
Electronics Inc. 7/96 - 11/97 Executive VP, LG Electronics Inc. Youngdungpo-gu,
2/94 - 6/96 Executive VP, LG International Corp. Seoul 150-721,
1/93 - 1/94 Senior Managing Director, LG Semicon Korea
Co., Ltd.
Chang Soo Chairman, LG 2/95 - Present Director, LG Electronic Inc. LG Cable &
Huh Cable & 3/95 - Present Chairman, LG Cable & Machinery Ltd. Machinery Ltd.,
Machinery Ltd. 1/93- 2/95 Executive Vice President, LG Industrial 20, Yoido-dong,
Systems Co. Youngdungpo-gu,
Seoul 150-721,
Korea
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
Name Present Material Positions Held During the Past Business Address
---- Principal Five Years ----------------
Occupation ----------
-----------
<S> <C> <C> <C> <C>
Yong Chin Research 3/98 - Present Director, LG Electronics Inc. Korea Institute of
Kim Advisor, Korea 7/97 - Present Research Advisor, Korea Institute of Public Public Finance,
Institute of 12/96 - 3/97 Finance 402 Ildong
Public Finance 8/96 - 11/96 Minister, Ministry of Science & Building, 60,
1/95 - 8/96 Technology Yangjae-dong,
5/94 - 12/94 Officer, Office of The Prime Minister Seocho-gu, Seoul
12/93 - 4/94 Superintendent, Bank Supervisory Office 137-130, Korea
10/90 - 11/93 Vice Minister, Ministry of Finance
Commissioner, Korea Customs Service
Assistant Minister, Ministry of Finance
Moon Ho President, LG- 3/98 - Present Director, LG Electronics Inc. LG-Caltex Oil
Lee Caltex Oil 2/95 - 2/97 Director, LG Electronics Inc. Corporation,
Corporation 3/95 - Present President, LG-Caltex Oil Corporation 20, Yoido-dong,
3/91 - 2/95 Executive VP, LG-Caltex Oil Corporation Youngdungpo-gu,
Seoul 150-721,
Korea
Kee Rek Vice Chairman 12/97 - Present Vice Chairman & CEO, LG Management LG Management
Sohn & CEO, LG Development Institute Development
Management 3/98 - Present Director, LG Electronics Inc. Institute, 165,
Development 1/94 - 11/97 President, LG Precision Co. Haewol-ri,
Institute 1/93 - 12/93 Executive VP, LG International Corp. Majang-Myun,
Echun-city,
Gyunggi-do 467-
810, Korea
Byung Nak Professor, 3/98 - Present Director, LG Electronics Inc. Seoul National
Song School of 1/93 - Present Professor, School of Economics, Seoul University,
Economics, National University School of
Seoul National 1/93 - Present Chairman, Institute of Energy Economics Economics, 56-1,
University Sinlim-dong,
Kwanak-gu,
Seoul 151-010,
Korea
Seung Executive VP, 7/96 - Present Executive VP, LG Electronics Inc. LG Electronics
Pyeong Koo LG Electronics 10/97 - Present Director, Zenith Electronics Corporation Kumi Plant,
Inc. 10/92 - Present President of Display Division, LG 184, Gongdan-
Electronics Inc. dong
2/96 - 3/98 Director, LG Electronics Inc. Kumi-city,
3/95 - 6/96 Senior Managing Director, LG Electronics Gyungbuk-do
Inc. 730-030, Korea
3/91 - 2/95 Managing Director, LG Electronics Inc.
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
Name Present Material Positions Held During the Past Business Address
----- Principal Five Years ----------------
Occupation ----------
----------
<S> <C> <C> <C> <C>
Yong Nam Executive VP, 12/97 - Present Executive VP, LG Electronics Inc. LG Electronics
LG Electronics 1/97 - 12/97 Executive VP, LG Group Chairman's Office Pyungtaek
Inc. 1/96 - 12/96 Senior Managing Director, LG Group Campus,
Chairman's Office 19-1, Cheongho-
11/95 - Present Director, Zenith Electronics Corporation ri, Jinwhi-myun,
1/93 - 12/95 Managing Director, LG Group Chairman's Pyungtaek-city,
Office Gyunggi-do 451-
713, Korea
Seon Dong Executive VP, 1/96 - Present Executive VP, LG Electronics Inc. LG Electronics
Kim LG Electronics 2/97 - 3/98 Director, LG Electronics Inc. LCD Plant,
Inc. 2/94 - 2/96 Director, LG Electronics Inc. 642, Jinpyung-
1/93 - 12/95 Senior Managing Director, LG Electronics dong,
Inc. Kumi-city,
Gyungbuk-do
730-360, Korea
Ssang Su Executive VP, 3/98 - Present Executive VP, LG Electronics Inc. LG Electronics
Kim LG Electronics 2/95 - 3/98 Director, LG Electronics Inc. Changwon Plant,
Inc. 3/96 - 2/98 Senior Managing Director, LG Electronics 76, Sungsan-
Inc. dong,
1/93 - 2/96 Managing Director, LG Electronics Inc. Changwon-city,
Gyungnam-do
641-713, Korea
Eun Jun Lee Executive VP, 1/95 - Present Executive VP, LG Electronics Inc. LG Electronics,
LG Electronics 2/94 - 3/98 Director, LG Electronics Inc. Inc., 8 Temasek
Inc. 1/93 - 12/94 Senior Managing Director, LG Electronics Boulevard, #26-
Inc. 03 Suntec Tower
3, Singapore
038988
Woo Hyun Executive VP 1/98 - Present Executive VP & CTO, LG Electronics Inc. LG Electronics
Paik & CTO, LG Executive VP, Tiernan Communication Inc. Inc.,
Electronics Inc. 9/96 - 5/97 Executive VP, General Instrument 20, Yoido-dong,
3/96 - 8/96 Senior VP, Qualcomm Inc. Youngdungpo-gu,
4/95 - 2/96 Senior VP, General Instrument Seoul 150-721,
6/78 - 3/95 Korea
Hong Gwang Executive VP, 12/96 - Present Executive VP, LG Electronics Inc. LG Electronics
Hahn LG Electronics 2/95 - 3/98 Director, LG Electronics Inc. Inc.,
Inc. 8/93 - 11/96 Senior Managing Director, LG Electronics, 20, Yoido-dong,
1/93 - 7/93 Inc. Youngdungpo-gu,
Managing Director, LG Electronics Inc. Seoul 150-721,
Korea
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Name Present Material Positions Held During the Past Business Address
----- Principal Five Years ----------------
Occupation ----------
----------
<S> <C> <C> <C> <C>
Yong Ak Ro President, LG 3/95 - Present President, LG Electronics China, LG LG Electronics
Electronics Electronics Inc. China,
China 1/93 - 2/95 Director, LG Electronics Inc. 16F China Travel
1/93 - 2/95 Executive VP, LG Electronics Inc. Service Tower,
No. 2, Bei
San Huan Road,
Beijing 100028,
China
Kun Hi Yu President, LG 3/98 - Present President, LG Production Engineering LG Electronics
Production Research Center, LG Electronics Inc. Pyungtaek
Engineering 1/93 - 2/98 Executive VP, LG Production Technology Campus,
Research Center, LG Electronics Inc. 19-1, Cheongho-
Center ri, Jinwhi-myun,
Pyungtaek-city,
Gyunggi-do 451-
713, Korea
Chang Soo President, LG 1/97 - Present President, LG Corporate Institute of LG Corporate
Kim Corporate Technology, LG Electronics Inc. Institute of
Institute of 2/93 - 2/95 Director, LG Electronics Inc. Technology, 16,
Technology 1/93 - 12/96 Executive VP, LG Electronics Research Woomyun-dong,
Center, LG Electronics, Inc. Seocho-gu, Seoul
137-724, Korea
</TABLE>
<PAGE> 14
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a) Not applicable.
(b)(1) Preliminary Valuation Report, dated May 21, 1998, prepared
by Peter J. Solomon Company, Ltd. (incorporated by
reference to Exhibit 99a to the Issuer's Registration Statement
on Form S-4 dated the date hereof).
(b)(2) Valuation Report, dated July 22, 1998, prepared by Peter J.
Solomon Company, Ltd. (incorporated by reference to Exhibit
99b to the Issuer's Registration Statement on Form S-4 dated
the date hereof).
(c)(1) Restructuring Agreement, dated as of August 6,
1998, by and between Zenith Electronics
Corporation and LG Electronics Inc.
(incorporated by reference to Exhibit 10ah
to the Issuer's Registration Statement on
Form S-4 dated the date hereof).
(c)(2) Agreement, dated as of March 25, 1997, between LG
Semicon Co., Ltd. and LG Electronics Inc.
(d) Registration Statement of Zenith Electronics
Corporation on Form S-4 dated the date hereof.
(e) and (f) Not applicable.
<PAGE> 1
EXHIBIT (C)(2)
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 full
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, President
-----------------------------
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, President
- ----------------------------------
Cha Hong (John) Koo, President
