-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EsLes6Sfg/eIwdIXokIgGZpvgArWKqsK3u7Y4MypsNWHSkZGvSrWJuxs1Q5gRr7W n2mJtuj2r/8dWdYRURO04g== 0000950131-99-005068.txt : 19990824 0000950131-99-005068.hdr.sgml : 19990824 ACCESSION NUMBER: 0000950131-99-005068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990823 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZENITH ELECTRONICS CORP CENTRAL INDEX KEY: 0000109265 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 361996520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04115 FILM NUMBER: 99697726 BUSINESS ADDRESS: STREET 1: 1000 MILWAUKEE AVE CITY: GLENVIEW STATE: IL ZIP: 60025 BUSINESS PHONE: 8473917000 MAIL ADDRESS: STREET 1: 1000 MILWAUKEE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60025 FORMER COMPANY: FORMER CONFORMED NAME: ZENITH RADIO CORP DATE OF NAME CHANGE: 19840508 8-K 1 FORM 8-K DRAFT-CONFIDENTIAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): August 23, 1999 Zenith Electronics Corporation ------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-4115 36-1996520 - -------- ------ ---------- (State or jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1000 Milwaukee Avenue Glenview, Illinois 60025-2493 - ------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including area code (847) 391-7000 -------------- Not Applicable -------------- (Former name and address, if changed since last report) DRAFT-CONFIDENTIAL Item 5. Other Events ------------ On August 23, 1999, Zenith Electronics Corporation (the "Company") filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The petition does not cover the Company's U.S. or foreign-based subsidiaries. In connection with the Chapter 11 filing, the Company has issued a press release announcing the Company's filing (the "Press Release"). A copy of the Press Release is filed as Exhibit 1 hereto. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Press Release which is incorporated by reference and the Chapter 11 petition and motions and related pleadings and papers on file with the Bankruptcy Court. Item 7.Financial Statements, Pro Forma Financial ----------------------------------------- Information and Exhibits ------------------------ (c) Exhibits 99(ap) Text of Press Release dated August 23, 1999 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ZENITH ELECTRONICS CORPORATION By: /S/ Richard F. Vitkus --------------------------------- Richard F. Vitkus Senior Vice President, General Counsel and Secretary Date: August 23, 1999 DRAFT-CONFIDENTIAL Exhibits Index -------------- Exhibit Number Exhibit Description ------ ------------------- 99(ap) Press Release dated August 23, 1999 EX-99.(AP) 2 PRESS RELEASE DATED AUGUST 23, 1999 Zenith - Draft #4 Chapter 11 Filling 8/17/99 ZENITH COMMENCES PREPACKAGED BANKRUPTCY WITH STRONG BONDHOLDER SUPPORT Court Proceeding to Have Minimal Impact on Operations; Trade Creditors and Vendors Remain Unimpaired GLENVIEW, Ill., August 23, 1999 - Zenith Electronics Corporation today commenced its prepackaged plan of reorganization with the overwhelming support of its creditors by filing a Chapter 11 petition in the U.S. Bankruptcy Court in Wilmington, Delaware. With bondholder approval and financing in place, today's filing represents one of the final steps in Zenith's restructuring. "We are gratified by the extremely strong support of our creditors in endorsing our plan to achieve financial stability and to rebuild Zenith," said Jeffrey P. Gannon, Zenith president and chief executive officer. "Our operational restructuring - transforming Zenith into a sales, marketing, and technology company - is proceeding on schedule." The company said that of the creditors who voted in its prepetition solicitation of consents, 97 percent of voting bondholders voted in favor of the plan of reorganization. Pursuant to the plan, current holders of the $103.5 million in principal amount of the 6-1/4 percent Convertible Subordinated Debentures will receive $50 million of new 8.19 percent senior debentures maturing in November 2009. As announced in April, Zenith has entered into a binding agreement with Citicorp North America Inc. to provide a $150 million debtor-in-possession financing facility to cover the period during the prepackaged court proceeding and a new three-year, $150 Zenith - Draft #4 Chapter 11 Filling 8/17/99 million credit facility to cover the period following the completion of the Company's restructuring. Under the plan, trade creditors and vendors will not be impaired and will continue to be paid in the ordinary course of business. The company also expects to continue to pay employees' pre-petition and post-petition wages, salaries and benefits without interruption, and to fulfill obligations to customers throughout the reorganization. Under the plan, all outstanding common stock, including that for which LG Electronics (LGE) paid $380 million, will be canceled, and no stockholders, including LGE, will receive any distribution for their shares. As part of the restructuring, the company's largest creditor, LGE, has agreed to exchange $200 million of its claims for 100 percent of the newly issued equity of the reorganized Zenith. In exchange for other claims, LGE will receive certain operating assets and LGE New Restructured Senior Notes. Following the restructuring, Zenith will be a wholly owned subsidiary of LGE. "After emerging from the reorganization, Zenith will have access to LGE's considerable research and manufacturing resources, enhancing Zenith's strength and ability to compete in the rapidly evolving television industry," Gannon said. Major elements of Zenith's operational restructuring - establishing new sourcing agreements with world-class manufacturers and de-emphasizing Zenith's own manufacturing - have been completed. Zenith has closed or sold all of its manufacturing operations except the Reynosa, Mexico, TV assembly plant, which will be transferred to LGE as part of the restructuring. Zenith - Draft #4 Chapter 11 Filling 8/17/99 John Koo, vice chairman and chief executive officer of LG Electronics, said, "LGE considers Zenith a very important part of our North American business strategy. While from a financial perspective, LGE's investment in Zenith has yielded disappointing results, we are committed to participating in this restructuring because we believe that a restructured, refocused Zenith can be an effective competitor in the North American television industry." Zenith, based in Glenview, Ill., is a long-time leader in electronic entertainment products. Zenith's largest stockholder is LGE, a global leader in consumer electronics with operations in 180 countries and annual sales of more than $9 billion. LGE, which owns 55 percent of the company's outstanding shares, acquired its majority interest in November 1995. -30- Zenith - Draft #4 Chapter 11 Filling 8/17/99 CONTACT: John I. Taylor (847) 391-8181 Certain statements in this announcement, such as statements regarding the company's strategies, plans, objectives and expectations, are forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results of the company or of its efforts to execute a business and financial restructuring to be materially different from any future results expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions, the effect of competition in the markets served by the company, the availability and terms of additional financing for the company, the actions of the company's existing creditors and majority stockholder, the ability of the company and LGE to secure necessary Korean and U.S. governmental approvals with respect to the restructuring plan, and other factors referred to in the company's Quarterly Report on Form 10-Q for the period ended July 3, 1999, and amended Registration Statement on Form S-4 filed with the Securities and Exchange Commission on July 9, 1999. Given these uncertainties, undue reliance should not be placed on any forward-looking statement contained herein. # # # -----END PRIVACY-ENHANCED MESSAGE-----