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Pursuant to Rule
424(b)(3)
File No. 33-53519
PROSPECTUS SUPPLEMENT NO. 2 TO PROSPECTUS DATED JULY 13, 1995
$65,000,000
3,772,317 Shares
AUDIOVOX CORPORATION
6 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2001
(Interest payable March 15 and September 15)
Class A Common Stock, par value $.01 per share
The Prospectus dated July 13, 1995, is hereby supplemented as
follows to restate, in its entirety, the "Selling Securityholders"
section on page 22 of the Prospectus:
SELLING SECURITYHOLDERS
The Debentures were issued by the Company to the Initial
Purchasers on March 15, 1994 pursuant to a private placement, and,
except as set forth below, were acquired by the Selling Securityholders
offering Debentures hereby in connection with resale transactions with
the Initial Purchasers pursuant to Rule 144A and Regulation S under the
Securities Act or from other holders acquiring such Debentures from
prior holders thereof. In the case of Oppenheimer & Co., Inc., the
Debentures were acquired from both the Company and third parties in the
market. The following table sets forth information concerning the
principal amount of Debentures beneficially owned by each Selling
Securityholder which may be offered from time to time pursuant to this
Prospectus. Other than as a result of the ownership of Debentures
or Class A Common Stock, none of the Selling Securityholders has had any
material relationship with the Company within the past three years. The
table has been prepared based upon information furnished to the Company
by the Trustee for the Debentures, by The Depository Trust Company and
by or on behalf of the Selling Securityholders.
Principal Principal
Amount of Amount of
Debentures Debentures Percent of
Beneficially that May be Outstanding
Name Owned ($) Sold ($) Debentures
SC Fundamental Value Fund, L.P. 12,067,000 12,067,000 18.6
SC Fundamental Value BVI, Ltd. 7,458,000 7,458,000 11.5
Oppenheimer & Co., Inc. 6,265,000 6,265,000 9.6
Donaldson, Lufkin & Jenrette 3,590,000 3,590,000 5.5
Commonwealth Life Ins. Co. - 3,200,000 3,200,000 4.9
Stocktrac (Teamsters I)
Drouot Securite 3,000,000 3,000,000 4.6
Nap & Co. 2,625,000 2,625,000 4.0
Rochester Fund Series - 2,500,000 2,500,000 3.8
The Bond Fund for Growth
Dean Witter Convertible 2,500,000 2,500,000 3.8
Securities Trust
Offshore Strategies 1,750,000 1,750,000 2.7
TCW Convertible Securities Fund 1,455,000 1,455,000 2.2
JMG Capital Partners, L.P. 1,400,000 1,400,000 2.2
State of Michigan Employees 1,010,000 1,010,000 1.6
Retirement Fund
Paresco, Inc. 1,000,000 1,000,000 1.5
Kellner, DiLeo & Co. 1,000,000 1,000,000 1.5
Zazove Convertible Fund, L.P. 980,000 980,000 1.5
Northman & Co. 765,000 765,000 1.2
BKP Convertible Trading, L.P. 750,000 750,000 1.2
Sage Capital 700,000 700,000 1.1
TCW Convertible Strategy Fund 660,000 660,000 1.0
Connecticut Mutual Life 645,000 645,000 1.0
Insurance Company
North Dakota State Workers 555,000 555,000 0.9
Fuelship & Co. 510,000 510,000 0.8
Blazemaster & Co. 500,000 500,000 0.8
Angelo, Gordon & Co., L.P. 500,000 500,000 0.8
Winchester Convertible Plus, Ltd. 450,000 450,000 0.7
Owk & Co. 425,000 425,000 0.7
Quasar International Partners, C.V. 420,000 420,000 0.6
Davos Partners, L.P. 420,000 420,000 0.6
TCW/DW Income and Growth Fund 405,000 405,000 0.6
North Dakota State Employees 330,000 330,000 0.5
Octant & Co. 300,000 300,000 0.5
Hare & Co. FBO Christian Science 300,000 300,000 0.5
Trustees for Gifts and Endowments
Catholic Mutual Relief Society 290,000 290,000 0.4
Retirement
Income Trust (Plan)
Catholic Mutual Relief Society 260,000 260,000 0.4
of America
Libertyview Plus Fund 250,000 250,000 0.4
Verdant Investors Group 250,000 250,000 0.4
St. Claire, L.P. 250,000 250,000 0.4
Palladin Partners 250,000 250,000 0.4
Colonial Penn Life Ins. Co. 250,000 250,000 0.4
Colonial Penn Insurance Co. 250,000 250,000 0.4
Voleon Shipping Corporation 200,000 200,000 0.3
Venture Income Plus 200,000 200,000 0.3
Community National Assurance Company 150,000 150,000 0.2
Parsenn Partners Limited 80,000 80,000 0.1
SC Fundamental Inc. Employee 75,000 75,000 0.1
Profit Sharing
Adrienne Partners, L.P. 60,000 60,000 0.1
Nikolas Pappis 50,000 50,000 0.1
Khurshid Khan 50,000 50,000 0.1
Georgios Petrou 50,000 50,000 0.1
Erinyes & Co. 50,000 50,000 0.1
Bost & Co. 50,000 50,000 0.1
Vasilios Leonardos 25,000 25,000 0.1
Vasilios Kalantzis 25,000 25,000 -
Georgios Nikolopoulos 25,000 25,000 -
Georgios Arsenis 25,000 25,000 -
Anastasios Pantos 25,000 25,000 -
Richcourt & Strategies, Inc. 20,000 20,000 -
Potoula Kosteas 20,000 20,000 -
Emanouil Papadogiannakis 15,000 15,000 -
Kathryn Scherz Trust 10,000 10,000 -
Ioannis Rozakos 10,000 10,000 -
Georgios Papagounos 10,000 10,000 -
Other Selling Securityholders 1,290,000 1,290,000 2.1
--------- --------- ------
Total 65,000,000 65,000,000 100.0
Information concerning the Selling Securityholders may change from
time to time and will be set forth in Supplements to this Prospectus.
As of the date of this Prospectus, the aggregate principal amount of
Debentures outstanding is $65,000,000 which may be converted into
3,672,317 shares of Class A Common Stock.
Because the Selling Securityholders may offer all or some of the
Debentures and shares of Class A Common Stock issued upon conversion
thereof pursuant to the offering contemplated by this Prospectus, and
because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Debentures or
shares of Class A Common Stock that will be held by the Selling
Securityholders after of this offering, no estimate can be given as to
the principal amount of Debentures or shares of Class A Common Stock
that will be held by the Selling Securityholders after completion of
this offering. See "Plan of Distribution."
The date of this Prospectus Supplement No. 2 is September 21, 1995.