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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 1
AUDIOVOX CORPORATION
(Name of Issuer)
AUDIOVOX CORPORATION
(Name of Person(s) Filing Statement)
6 1/4% Convertible Subordinated Debentures due 2001
(Title of Class of Securities)
050757-AB-9
(CUSIP Number of Class of Securities)
C. Michael Stoehr
AUDIOVOX CORPORATION
150 Marcus Blvd.
Hauppauge, NY 11788
(516) 231-7751
(Name, Address and Telephone Number of a Person Authorized to
Receive Notes and Communications on Behalf of the Person(s)
Filing Statement)
Copies to:
Stuart H. Gelfond, Esq. Robert Levy, Esq.
Fried, Frank, Harris, Shriver & Levy & Stopol
Jacobson One Pennsylvania Plaza
One New York Plaza New York, NY 10119
New York, NY 10004 (212) 279-7007
(212) 859-8000
October 18, 1996
(Date Tender Offer First Published, Sent or Given to Security
Holders)
CALCULATION OF FILING FEE
Transaction Valuation1 Amount of Filing Fee
$49,725,000 $9,945 *
1. For purposes of calculating this filing fee in accordance
with Rule 0-11(b)(2) under the Securities Exchange Act of
1934, as amended, the market value of the 6 1/4% Convertible
Subordinated Debentures due 2001 which may be exchanged
pursuant to the Company's offer to exchange such Convertible
Debentures for Common Stock of the Company is based upon the
average of the high and low prices reported on the American
Stock Exchange, Inc. as of October 16, 1996 ($765.00 per
Convertible Debenture) and the maximum number of Convertible
Debentures exchangeable pursuant to the Exchange Offer
(65,000 Convertible Debentures).
/ / 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: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
*Previously paid.
Item 1. Security and Issuer.
(a) The issuer of the securities to which this Statement
relates is Audiovox Corporation, a Delaware corporation (the
"Company"). The principal executive offices of the Company are
located at 150 Marcus Blvd., Hauppauge, New York 11788.
(b) As of the date hereof, there were $65,000,000 aggregate
principal amount of the Company's 6 1/4% Convertible Subordinated
Debentures due 2001 (the "Convertible Debentures") outstanding.
Upon the terms and subject to the conditions set forth in the
Offering Circular dated October 18, 1996, as supplemented on October 30,
1996 (the "Offering Circular") and the related Letter of Transmittal,
copies of which are filed herewith as Exhibits 99.(a)(i) and 99.(a)(ii),
respectively, the Company is offering to exchange (the "Exchange
Offer") 165 shares of the Company's Class A Common Stock, par
value $.01 per share (the "Class A Common Stock") for each $1,000
principal amount of Convertible Debentures outstanding. The
information under the headings "The Exchange Offer -- General"
and "-- Terms of the Exchange Offer" in the Offering Circular and the
information in the Supplement No. 1 to the Offering Circular (a copy of
which is filed herewith as Exhibit 99.(a)(xii)) is
incorporated herein by reference. To the knowledge of the
Company, no officer, director or affiliate of the Company
beneficially owns any of the Convertible Debentures except Martin
Novick, a Vice President of the Company, who owns $222,000
principal aggregate amount of the Convertible Debentures. Any
such Convertible Debentures owned by Mr. Novick at the time of
the Exchange Offer are eligible for exchange if properly tendered
pursuant to the Exchange Offer on the same basis as all other
Convertible Debentures.
(c) The information under the heading "Description of the
Convertible Debentures -- Market Price of Convertible Debentures"
in the Offering Circular is incorporated herein by reference.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
(a) The Company has reserved 10,725,000 shares of its
authorized but unissued Class A Common Stock for issuance upon
exchange of the Convertible Debentures pursuant to the Exchange
Offer. If all of the outstanding Convertible Debentures are
exchanged pursuant to the Exchange Offer, the Company will have
issued 10,725,000 shares of its Class A Common Stock to
Debentureholders pursuant to the Exchange Offer.
(b) Not applicable.
Item 3. Purpose of the Exchange Offer and Plans or Proposals of
the Issuer or Affiliate.
The information on the cover page and under the headings
"Offering Summary -- The Exchange Offer" and "The Exchange Offer
- -- General" in the Offering Circular discusses the purpose of the
Exchange Offer and is incorporated herein by reference. The
Convertible Debentures are to be canceled upon consummation of
the Exchange Offer.
(a) The information on the cover page and under the
headings "Offering Summary -- The Exchange Offer" and "The
Exchange Offer -- General" in the Offering Circular is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) The information under the headings "Pro Forma Financial Data"
in the Offering Circular is incorporated herein by reference.
(f) Not applicable.
(g) Not applicable.
(h) The information under the heading "Risk Factors --
Effect of Exchange Offer on Unconverted Securities" is
incorporated herein by reference.
(i) The Convertible Debentures are registered pursuant to
Section 12(g)(4) of the Exchange Act. Although it has no current
plans or proposals to do so, if the Convertible Debentures cease
to be listed on AMEX, the Company may seek to terminate the
registration of the Convertible Debentures under the Exchange Act
upon certification that the Convertible Debentures are held of
record by fewer than 500 persons.
(j) Not applicable.
Item 4. Interest in Securities of the Issuer.
The following sets forth each transaction in the Convertible
Debentures effected since (and including) August 21, 1996 by the
Company, by any person referred to in Instruction C of
Schedule 13E-4 (i.e., by each executive officer and director of
the Company, any person "controlling" the Company and each
director and executive officer of any "controlling" person) or by
any associate or subsidiary of such person, including any
director or officer of any such subsidiary:
Name Date Aggregate Price Per Where
Principal Convertible and
Amount of Debenture How
Convertible Effected
Debentures
Martin 9/18/96 $10,000 $695 AMEX
Novick
Martin 9/20/96 $19,000 $695 AMEX
Novick
Item 5. Contracts, Arrangements, Understandings or
Relationships with Respect to the Issuer's Securities.
None.
Item 6. Persons Retained, Employed or to be Compensated.
There have been no persons employed, retained or to be
compensated to make solicitations or recommendations in
connection with the Exchange Offer.
Item 7. Financial Information.
(a)(1) Audited financial statements of the Company for the
two most recent fiscal years are included in the Company's 1995
Annual Report to Stockholders (which are incorporated by
reference in the Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1995 filed with the Securities and
Exchange Commission, constituting pages 30 through 74, inclusive
thereof and are incorporated herein by reference). A copy of
pages 30 through 74, inclusive, of the Company's
Annual Report on Form 10-K is annexed hereto as Exhibit 99.(a)(vi).
(a)(2) Unaudited balance sheets and comparative year-to-
date statements of operations and cash flows and related earnings
or loss per share amounts at August 31, 1996 and for the nine-
month period then ended are included on pages 3 through 20, inclusive,
in the Company's quarterly report on Form 10-Q for the quarter
ended August 31, 1996, and are incorporated herein by reference.
A copy of pages 3 through 20, inclusive, of the Form 10-Q is
annexed hereto as Exhibit 99.(a)(vii).
(a)(3) The information under the heading "Summary Selected
Consolidated Financial Data -- Summary Selected Historical
Financial and Operational Data" in the Offering Circular is
incorporated herein by reference.
(a)(4) See the response to Item 7(a)(3) above.
(b)(1)-(3) The information under the heading "Pro
Forma Financial Data" in the Offering Circular is incorporated
herein by reference.
Item 8. Additional Information.
(a) Not applicable.
(b) The Class A Common Stock issued upon exchange of
Convertible Debentures will be issued by the Company in reliance
on the exemption from the registration requirements of the
Securities Act of 1933, as amended, provided in Section 3(a)(9)
thereof. The Company believes that the Class A Common Stock
issued by the Company to Debentureholders not deemed affiliates
(as defined under Rule 144 of the Securities Act of 1933, as
amended) upon the exchange of Convertible Debentures will be
freely tradable by such Debentureholders because such Convertible
Debentures have been registered pursuant to an effective
registration statement under the Securities Act of 1933, as
amended. Debentureholders deemed affiliates will be subject to
the restrictions contained in Rule 144.
(c) The information under the heading "Risk Factors --
Effect of Exchange Offer on Unconverted Securities" in the
Offering Circular is incorporated herein by reference.
(d) Not applicable.
(e) Additional material information is set forth in (i) the
Offering Circular and related Letter of Transmittal which are
attached hereto as Exhibits 99.(a)(i) and 99.(a)(ii),
respectively, and (ii) Supplement No. 1 to the Offering Circular, dated
October 30, 1996 , and such material information is incorporated
herein by reference.
Item 9. Material to be Filed as Exhibits.
99.(a)(i) Form of Offering Circular dated October 18, 1996. *
99.(a)(ii) Form of Letter of Transmittal along with
guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. *
99.(a)(iii) Form of Letter from the Company to Brokers,
Dealers and Nominees. *
99.(a)(iv) Form of Letter from Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees to Clients. *
99.(a)(v) Form of Notice of Guaranteed Delivery. *
99.(a)(vi) Copies of the Report of Independent Auditors and
Audited Financial Statements of the Company's 1995
Annual Report to Stockholders (which are
incorporated by reference in the
Company's Annual Report on Form 10-K, for the
fiscal year ended November 30, 1995) constituting
pages 30 through 74, inclusive. *
99.(a)(vii) Copies of unaudited balance sheets and comparative
year-to-date statements of operations and cash
flows and related earnings (loss) per share amounts
constituting pages 3 through 20, inclusive, of the
Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1996. *
99.(a)(viii) Unaudited pro forma data showing the effect of the
conversion of $65,000,000 aggregate principal
amount of Convertible Debentures for the Class A
Common Stock for the year ended November 30, 1995
and for the nine months ended August 31, 1996, on
the Company's balance sheet, statement of
operations, loss per share amounts, ratio of
earnings to fixed charges and book value as of its
most recent fiscal year and latest interim period
(which is set forth in Exhibit 99.(a)(i) above under
the heading "Pro Forma Financial Data"). *
99.(a)(ix) Press Release, dated October 17, 1996. *
* Previously filed.
99.(a)(x) Letter to holders of Convertible Debentures, dated
October 18, 1996. *
99.(a)(xi) Consent of KPMG Peat Marwick LLP. *
99.(a)(xii) Supplement No. 1 to Offering Circular, dated October 30,
1996.
99.(b) Not applicable.
99.(c) None.
99.(d) None.
99.(e) Not applicable.
99.(f) None.
* Previously filed.
SIGNATURE
After due inquiry and to the best of the Company's knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
Dated: October 30 , 1996
AUDIOVOX CORPORATION
By: /s/ John J. Shalam
Name: John J. Shalam
Title: President and Chief
Executive
Officer
EXHIBIT INDEX
Sequential
Number Exhibit Page Number
99.(a)(i) Form of Offering Circular dated October 18, 1996. *
99.(a)(ii) Form of Letter of Transmittal along with
guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. *
99.(a)(iii) Form of Letter from the Company to Brokers,
Dealers and Nominees. *
99.(a)(iv) Form of Letter from Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees to Clients. *
99.(a)(v) Form of Notice of Guaranteed Delivery. *
99.(a)(vi) Copies of the Report of Independent Auditors and
Audited Financial Statements of the Company's 1995
Annual Report to Stockholders (which are
incorporated by reference in the
Company's Annual Report on Form 10-K, for the
fiscal year ended November 30, 1995, constituting
pages 30 through 74, inclusive). *
99.(a)(vii) Copies of unaudited balance sheets and comparative
year-to-date statements of operations and cash
flows and related earnings (loss) per share amounts
constituting pages 3 through 20, inclusive, of the
Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1996. *
99.(a)(viii) Unaudited pro forma data showing the effect of the
conversion of $65,000,000 aggregate principal
amount of Convertible Debentures for the Class A
Common Stock for the year ended November 30, 1995
and for the nine months ended August 31, 1996, on
the Company's balance sheet, statement of
operations, loss per share amounts, ratio of
earnings to fixed charges and book value as of its
most recent fiscal year and latest interim period
(which is set forth in Exhibit 99.(a)(i) above under
the heading "Pro Forma Financial Data"). *
99.(a)(ix) Press Release, dated October 17, 1996. *
99.(a)(x) Letter to holders of Convertible Debentures, dated
October 18, 1996. *
* Previously filed.
99.(a)(xi) Consent of KPMG Peat Marwick LLP. *
99.(a)(xii) Supplement No. 1 to Offering Circular, dated October 30,
1996.
99.(b) Not applicable.
99.(c) None.
99.(d) None.
99.(e) Not applicable.
99.(f) None.
* Previously filed.
Exhibit 99.(a)(xii)
SUPPLEMENT NO. 1
DATED OCTOBER 30, 1996
TO THE OFFERING CIRCULAR
DATED OCTOBER 18, 1996
This Supplement No. 1 amends and supplements the
Offering Circular (the "Offering Circular"), dated October 18,
1996, of Audiovox Corporation ("Audiovox" or the "Company"). The
Offering Circular is in connection with the offer by the Company
to exchange (the "Exchange Offer") 165 shares of the Company's
Class A Common Stock, par value $.01 per share (the "Class A
Common Stock") for each $1,000 aggregate principal amount of the
Company's outstanding 6 1/4% Convertible Subordinated Debentures
due 2001 (the "Convertible Debentures").
This Supplement No. 1 should be read in conjunction
with the Offering Circular. Holders of the Convertible
Debentures should carefully review all of the information
contained in the Offering Circular and this Supplement No. 1
prior to making a decision with respect to the Exchange Offer.
Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Offering
Circular.
As noted in the Offering Circular, the obligation of
the Company to consummate the Exchange Offer is subject to
certain conditions including, among others, approval by the
shareholders of the Company at a special meeting of the
shareholders (the "Special Meeting") of the issuance of the Class
A Common Stock necessary to effect the Exchange Offer. The
Special Meeting, tentatively scheduled to be held on November 19,
1996, will now be held at 10:00 A.M. on November 25, 1996.
Accordingly, the expiration date of the Exchange Offer has been
extended from 5:00 p.m. (New York City time) on November 19, 1996
to 5:00 p.m. (New York City time) on November 25, 1996. The
Company may extend further the expiration date of the Exchange
Offer, such extension to be followed by a public announcement in
the manner specified in the Offering Circular. All of the other
terms of the Exchange Offer remain unchanged and will be as set
forth in the Offering Circular.
Mr. John J. Shalam, President and Chief Executive
Officer of the Company, currently owns or controls approximately
74.4% of the Company's voting power. Mr. Shalam has advised the
Company that he intends to vote in favor of this issuance of the
Class A Common Stock to effect the Exchange Offer and,
accordingly, satisfaction of the above referenced shareholder
approval condition is assured.
The text of the Offering Circular is hereby amended as
follows:
1. Under "Risk Factors -- Forward-Looking Statements
and Associated Risk" on page 22 of the Offering Circular, the
following sentence should be added to the end of the section:
THE "SAFE HARBOR" FOR FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 DOES
NOT EXTEND TO FORWARD LOOKING STATEMENTS MADE WITH
RESPECT TO A TENDER OFFER.
2. Under the heading "Exchange Offer -- Terms of the
Exchange Offer" on page 24 of the Offering Circular, the
following sentence should be added to the end of the third
paragraph:
Any future purchases or exchanges, if any, by the
Company or any affiliate of the Convertible Debentures
will take place only after the expiration of at least
ten business days after the termination of the Exchange
Offer.
3. Under the heading "Exchange Offer -- Conditions to
the Exchange Offer" on page 25 of the Offering Circular, the lead-
in paragraph shall be restated as follows (changes reflected in
bold):
Notwithstanding any other provision of the Exchange
Offer, the Company will not be required to accept for
exchange or subject to any applicable rules or
regulations of the Commission, any Convertible
Debentures tendered for exchange and may postpone the
exchange of any Convertible Debentures tendered and to
be exchanged by it, and may terminate or amend the
Exchange Offer as provided herein if any of the
following conditions exist prior to the Expiration
Date:
4. Under the heading "Exchange Offer -- Conditions to
the Exchange Offer" on page 25 of the Offering Circular, all
references in the text to "in the sole judgment of the Company"
shall be revised to be "in the reasonable judgment of the
Company."
5. Under the heading "Exchange Offer -- Expiration;
Extension; Termination; Amendment" on page 26 of the Offering
Circular, subsection (i) of the second paragraph shall be
restated as follows (changes reflected in bold):
(i) to delay acceptance for exchange of any Convertible
Debentures or, regardless of whether such Convertible
Debentures were theretofore accepted for exchange, to
delay the exchange of any Convertible Debentures
pursuant to the Exchange Offer or to terminate the
Exchange Offer and not accept for exchange any
Convertible Debentures, if any of the conditions to the
Exchange Offer specified herein fail to be satisfied
prior to the Expiration Date by giving oral or written
notice of such delay or termination to the Exchange
Agent;
If you have any questions or should you require
additional copies of this Supplement No. 1 or the Offering
Circular or any of the documents that need to be executed in
connection with the Exchange Offer, please contact Continental
Stock Transfer & Trust Company at (212) 509-4000.