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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
April 27, 1999
(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
WC
- --------------------------------------------------------------------------------
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
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7 SOLE VOTING POWER
LG Electronics Inc. -- 38,315,000[*]
NUMBER OF LG Semicon Co., Ltd. -- 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON LG Electronics Inc. -- 38,315,000[*]
WITH LG Semicon Co., Ltd. -- 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
- --------
*. Includes 1,746,000 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. -- 38,315,000[*]
LG Semicon Co., Ltd. -- 0
- --------------------------------------------------------------------------------
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. -- 55.3%[*]
LG Semicon Co., Ltd. -- 0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- --------
*. Includes 1,746,000 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 4 of 6 Pages
AMENDMENT NO. 12 TO STATEMENT ON SCHEDULE 13D
This Amendment No. 12 amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D dated July 21, 1995, as amended
(the "Schedule 13D") 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 on the cover page of
this Amendment. This Amendment amends Items 3, 4, 5 and 7 of the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Share Purchase Agreement, dated as of April
27, 1999, between LGE and LG Semicon, on April 28, 1999, LGE acquired from LG
Semicon 26,095,200 shares of Common Stock for an aggregate purchase price of 10
Korean Won (approximately US$0.01). LGE funded the acquisition price from its
operations.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction was to transfer legal and
beneficial ownership of such Common Stock to LGE prior to the sale by LGE of its
minority interest in LG Semicon.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Line 11 of the cover page to this Amendment is
incorporated herein by reference.
(b) Lines 7, 8, 9 and 10 of the cover page to this Amendment
are incorporated herein by reference.
(c) Pursuant to the Share Purchase Agreement, dated as of
April 27, 1999, between LGE and LG Semicon, on April 28, 1999,
LGE acquired from LG Semicon 26,095,200 shares of Common Stock
for an aggregate purchase price of 10 Korean Won
(approximately US$0.01).
(d) Not applicable.
(e) On April 28, 1999, LG Semicon ceased to be the beneficial
owner of more than five percent of the Common Stock.
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SCHEDULE 13D
CUSIP No. 989349 10 5 Page 5 of 6 Pages
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 99 Share Purchase Agreement, dated as of April
27, 1999, between LG Electronics Inc. and LG
Semicon, Co., Ltd.
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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 3, 1999
LG ELECTRONICS INC.
/s/ Chan Ho Lee
--------------------------------
Name: Chan Ho Lee
Title: Senior Vice President
LG SEMICON CO., LTD.
/s/ Kyoung-Ji Lee
--------------------------------
Name: Kyoung-Ji Lee
Title: Senior Vice President
<PAGE> 1
Exhibit 99
SHARE PURCHASE AGREEMENT
PARTY A: LG Electronics Inc.
20, Yoido-dong, Youngdungpo-ku
Seoul
Representative Director: Ja Hong Koo
PARTY B: LG Semicon Co., Ltd.
1, Hyangjung-dong, Heungduk-ku
Chungju, Chungpook
Representative Director: Bon Joon Koo
With regard to both the future reorganization plan about Zenith Electronics
Corporation (hereinafter "Zenith"), a U.S. corporation in which PARTY A and
PARTY B made a joint investment and the transfer of Zenith shares owned by
PARTY B to PARTY A, both PARTY A and PARTY B agree as follows:
Article 1 (Purpose of Agreement)
In order to resolve the current situation at Zenith, PARTY A and PARTY B
agree to the corporate reorganization procedure under the pre-packaged
reorganization procedure as resolved by the board of directors of Zenith
on May 21, 1998 (hereinafter "PPR Procedure"). PARTY A and PARTY B enter
into this Agreement to set forth the rights and obligations of PARTY A
and PARTY B with regard to the transfer of those shares owned by PARTY B
to PARTY A, the cost burden relating to the PPR Procedure, etc.
Article 2 (Assumption of Zenith PPR Costs by PARTY A)
Subject to PARTY A's purchase and acquisition of the subject shares as
set forth in Article 3 hereof from PARTY B in accordance with the terms
and conditions of this Agreement, PARTY A agrees to bear all costs
required for carrying out the PPR Procedure for Zenith (hereinafter "PPR
Costs") and further agrees not to claim against PARTY B any costs
relating to the performance of the PPR Procedure or the PPR Costs burden,
regardless of whether such is incurred prior to or after the date of this
Agreement.
Article 3 (Subject Shares)
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1. Those shares to be purchased by PARTY A from PARTY B on the Closing Date
(as hereafter defined in Article 7 hereof) in accordance with the terms and
conditions of this Agreement shall be the total of 26,095,200 common stocks
of Zenith currently owned or controlled by PARTY B as of the date of
execution of this Agreement (hereinafter "Subject Shares").
2. Immediately upon the execution of this Agreement, PARTY B shall deliver
the share certificate representing the Subject Shares to PARTY A.
Article 4 (Purchase Price)
1. The Purchase Price for the Subject Shares specified under Article 3
hereof shall be the symbolic value of Ten (10) Korean Won based upon the
mutual understanding between PARTY A and PARTY B that, in view of the
outside audit report, dated February 26, 1999, by Samil Accounting Firm on
PARTY B for the fiscal year 1998, there is no actual value.
2. PARTY A shall pay the Purchase Price as set forth in the above Paragraph 1
to PARTY B immediately upon the execution of this Agreement.
Article 5 (Representation and Warranty of PARTY B)
PARTY B represents and warrants that, as of the date of execution of this
Agreement and the date of the completion of the share transfer, the following
shall be true and correct:
1) PARTY B has the legal capacity and the lawful authority to enter
into and perform the obligations under this Agreement and has
completed the internal procedures of PARTY B relating to this
Agreement.
2) As of the date of the completion of the share transfer, PARTY A
shall have the complete, exclusive and lawful ownership on the
Subject Shares, free from lien, pledge, security, mortgage or any
other restriction or encumbrance.
3) The execution and performance of this Agreement shall not
violate the laws of the Republic of Korea and the articles of
incorporation of PARTY B and shall not violate any contracts to which
PARTY B is a party or is subject.
4) There is no lawsuit, governmental action or claim including
damage claims by third parties against PARTY B or Zenith which is
currently pending or threatened to nullify all or part of this
Agreement.
Article 6 (Representation and Warranty of PARTY A)
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PARTY A represents and warrants that, as of the date of execution of this
Agreement and the date of the completion of the share transfer, the following
shall be true and correct:
1) PARTY A has the legal capacity and the lawful authority to enter
into and perform the obligations under this Agreement.
2) The execution and performance of this Agreement shall not violate
the laws of the Republic of Korea and the articles of incorporation of
PARTY A and shall not violate any contracts to which PARTY A is a party
or is subject.
3) There is no lawsuit, governmental action or claim including damage
claims by third parties against PARTY A or Zenith which is currently
pending or threatened to nullify all or part of this Agreement.
Article 7 (Time of Completion of Share Transfer)
1. In connection with this Agreement, the completion time of the share
transfer under this Agreement shall mean the point at which, in accordance
with Article 3 hereof, PARTY B delivers the share certificate representing
the Subject Shares to PARTY A.
2. PARTY B shall perform the following within five (5) business days from the
date of execution of this Agreement.
1) PARTY B shall, in accordance with the provisions under Paragraph 2
of Article 3 of this Agreement, deliver the share certificate
representing the Subject Shares to PARTY A.
2) PARTY B shall take all the necessary actions for the transfer of
the Subject Shares to PARTY A, shall provide assistance for the change
of shareholder's names regarding the Subject Shares, and shall deliver
to PARTY A all the relevant documents necessary for PARTY A's exercise
of the full rights as a shareholder by acquiring the Subject Shares.
Article 8 (Taxes)
1. Any and all taxes incurred with regard to the share transfer under this
Agreement shall be borne by the party legally responsible for the payment
of such taxes. (However, in the event of the periodically imposed taxes,
PARTY A and PARTY B shall share the payment burden, with the date of
completion of the share transfer as the base, in accordance with the ratio
between the period from the starting date for such tax period to the date
of completion of the share transfer and the period from the date of
completion of the share transfer to the ending date for such tax period.)
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2. Except for those set forth under Paragraph 1 above, all the costs incurred
relating to this Agreement and the share transfer shall be borne by the
party incurring the same.
Article 9 (Reporting)
PARTY A and PARTY B shall obtain the permission or complete the reporting
required as a result of the execution of this Agreement in accordance with the
domestic or foreign laws and regulations. This Agreement shall become effective
only in the event that all the necessary permission or reporting is obtained or
completed.
Article 10 (Confidentiality)
Unless otherwise agreed or required by law to be disclosed, PARTY A and PARTY B
shall strictly keep confidential all confidential information provided by the
other party relating to this Agreement and the content of this Agreement,
except for those facts publicly known or obtained directly or indirectly from
the other party before the execution of this Agreement or the information
received from a third party having the lawful authority to disclose.
Article 11 (Remedies for Breach)
PARTY A or PARTY B shall be liable to pay for the damages incurred by the other
party due to the breach of warranty or non-performance hereunder by the
breaching party.
Article 12 (Term and Termination)
1. This Agreement shall be in effect from the date of execution until all the
obligations relating to the share transfer are completely performed.
2. In the event that one party fails to perform or breaches a material
obligation under this Agreement, the other party may give a written notice
of ten (10) days to such breaching party to make a correction and may
terminate this Agreement if the notified party does not make the
correction on the non-performance or the breach within such period.
3. The termination under Paragraph 2 above shall not affect the rights,
obligations and claims for damages already accrued prior to the
termination.
Article 13 (Governing Law and Dispute Resolution)
1. The validity, interpretation, performance and effect of this Agreement
shall be exclusively governed by the substantive laws of the Republic
of Korea.
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2. Any dispute arising under or relating to this Agreement between the parties
shall be, in principle, resolved by the mutual negotiation. In the event
that such dispute may not be resolved by the mutual negotiation, Seoul
District Main Court shall have the jurisdiction over such dispute.
IN WITNESS WHEREOF, the parties have prepared this Agreement in two (2)
original copies and each shall keep one (1) original copy after executing the
same by the respective, authorized representative thereof.
DATED April 27, 1999
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PARTY A: LG Electronics Inc.
20, Yoido-dong, Youngdungpo-ku
Seoul
/s/ Ja Hong Koo
-------------------------------------
Representative Director: Ja Hong Koo
PARTY B: LG Semicon Co., Ltd.
1, Hyangjung-dong, Heungduk-ku
Chungju, Chungpook
/s/ Bon Joon Koo
-------------------------------------
Representative Director: Bon Joon Koo
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