View:
Filed Pursuant to Rule 424(b)(3)
File No. 33-53519
PROSPECTUS SUPPLEMENT 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. 6,165,000 6,165,000 9.5
Donaldson, Lufkin & Jenrette 3,520,000 3,520,000 5.4
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 - The Bond 2,500,000 2,500,000 3.8
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 Insurance 645,000 645,000 1.0
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, 420,000 420,000 0.6
C.V.
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 of 260,000 260,000 0.4
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
Venture Income Plus 200,000 200,000 0.3
Community National Assurance 150,000 150,000 0.2
Company
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 1,660,000 1,660,000 2.6
--------- --------- ----------
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 is August 8, 1995