View:
Pursuant to Rule 424(b)(3)
File No. 33-53519
PROSPECTUS SUPPLEMENT NO. 4 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 $.01 per share
----------------------------------------------
The Prospectus dated July 13, 1995, as amended,
is hereby supplemented as follows to restate, in its
entirety, the "Selling Securityholders" section on page
22 of the Prospectus:
SELLING SECURITYHOLDERS
The Debentures were issued by the Company to the
Initial Purchasers on March 15, 1994 pursuant to a
private placement, and, except as set forth below, were
acquired by the Selling Securityholders offering
Debentures hereby in connection with resale
transactions with the Initial Purchasers pursuant to
Rule 144A and Regulation S under the Securities Act or
from other holders acquiring such Debentures from prior
holders thereof. In the case of Oppenheimer & Co.,
Inc., the Debentures were acquired from both the
Company and third parties in the market. The following
table sets forth
information concerning the principal amount of
Debentures beneficially owned by each Selling
Securityholder which may be offered from time to time
pursuant to this Prospectus. Other than as a result of
the ownership of Debentures or Class A Common Stock,
none of the Selling Securityholders has had any
material relationship with the Company within the past
three years. The table has been prepared based upon
information furnished to the Company by the Trustee for
the Debentures, by The Depository Trust Company and by
or on behalf of the Selling Securityholders.
Principal Principal
Amount of Amount of
Debentures Debentures Percent of
Beneficially that May be Outstanding
Name Owned ($) Sold ($) Debentures
SC Fundamental Value Fund, 12,067,000 12,067,000 18.6
L.P.
SC Fundamental Value BVI, 7,458,000 7,458,000 11.5
Ltd.
Oppenheimer & Co., Inc. 6,265,000 6,265,000 9.6
Donaldson, Lufkin & 3,590,000 3,590,000 5.5
Jenrette
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 2,500,000 2,500,000 3.8
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 1,455,000 1,455,000 2.2
Fund
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, 750,000 750,000 1.2
L.P.
Sage Capital 700,000 700,000 1.1
TCW Convertible Strategy 660,000 660,000 1.0
Fund
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
Raymond James & Associates 500,000 500,000 0.8
Winchester Convertible 450,000 450,000 0.7
Plus, Ltd.
Owk & Co. 425,000 425,000 0.7
Quasar International 420,000 420,000 0.6
Partners, C.V.
Davos Partners, L.P. 420,000 420,000 0.6
TCW/DW Income and Growth 405,000 405,000 0.6
Fund
North Dakota State 330,000 330,000 0.5
Employees
Octant & Co. 300,000 300,000 0.5
Hare & Co. FBO Christian 300,000 300,000 0.5
Science Trustees for Gifts
and Endowments
Catholic Mutual Relief
Society Retirement Income 290,000 290,000 0.4
Trust (Plan)
Catholic Mutual Relief 260,000 260,000 0.4
Society 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 150,000 150,000 0.2
Assurance Company
Parsenn Partners Limited 80,000 80,000 0.1
SC Fundamental Inc. 75,000 75,000 0.1
Employee 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, 20,000 20,000 -
Inc.
Potoula Kosteas 20,000 20,000 -
Zazove Aggressive Growth 20,000 20,000 -
Fund, L.P.
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 770,000 770,000 1.3
Securityholders
------- ------- -----
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. 4 is March 12, 1996.