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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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AUDIOVOX CORPORATION
(NAME OF ISSUER)
AUDIOVOX CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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WARRANTS TO PURCHASE CLASS A COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
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05075711
050757129
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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)
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COPIES TO:
STUART H. GELFOND, ESQ. ROBERT LEVY, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LEVY & STOPOL
ONE NEW YORK PLAZA ONE PENNSYLVANIA PLAZA
NEW YORK, NY 10004 NEW YORK, NY 10119
(212) 859-8000 (212) 279-7007
AUGUST 10, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION(FN1) AMOUNT OF FILING FEE(FN1)
$2,169,537.50 $433.91*
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1. Estimated solely for the purpose of calculating the filing fee.
Assumes purchase of 1,668,875 outstanding Warrants at $1.30 per
Warrant.
|X| 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: $433.91
Form or Registration No.: Schedule 13E-4
Filing Party: Audiovox Corporation
Date Filed: August 10, 1998
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This Amendment No. 1 amends and supplements the Issuer Tender
Offer Statement on Schedule 13E-4 dated August 10, 1998 filed by Audiovox
Corporation, a Delaware corporation (the "Company"), relating to the
Company's offer to purchase any or all of its outstanding warrants (the
"Warrants') at a price, net to the seller in cash, of $1.30 per Warrant
(the "Purchase Price"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated August 10, 1998, and in the related
Letter of Transmittal, which together constitute the "Offer."
ITEM 8 ADDITIONAL INFORMATION
Item 8(e) is hereby amended by adding the following paragraph:
Pursuant to the Offer, the Company accepted for payment 1,324,075
Warrants at a price of $1.30 per share, which is the Purchase Price.
Following the purchase of the Warrants tendered, the Company will have
344,800 Warrants outstanding.
ITEM 9 MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended by adding the following exhibit:
(a)(10) Text of press releases issued by the Company dated
September 22, 1998
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: September 22, 1998
AUDIOVOX CORPORATION
By: /s/ Charles M. Stoehr
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Name: Charles M. Stoehr
Title: Senior Vice President &
Chief Financial Officer
EXHIBIT INDEX
Exhibits No. Description
------------ -----------
(a)(10) Text of press release issued by the
Company dated September 22, 1998
FOR IMMEDIATE RELEASE C. Michael Stoehr
Audiovox Corporation
(516) 231-7750
For Financial Investor Relations Inquiries:
Mona Walsh / Glenn Wiener
Edelman Financial
(212) 704-4423 / (212) 704-8174
AUDIOVOX CORPORATION REPORTS THIRD QUARTER RESULTS
. NET PROFIT OF $0.14 PER SHARE AS COMPANY RETURNS TO PROFITABILITY
. NET SALES INCREASED $1.4 MILLION TO $154.5 MILLION IN Q3 '98
. DIGITAL CDMA PHONE SALES CONTINUE TO INCREASE
. COMPANY ANNOUNCES AGREEMENT WITH NISSAN FOR MOBILE VIDEO SYSTEMS
HAUPPAUGE, NY, SEPTEMBER 22, 1998 ... AUDIOVOX CORPORATION (AMEX: VOX)
today announced results for its third fiscal quarter ended August 31, 1998.
Net sales for the quarter were $154.5 million, a 1% increase from sales of
$153.1 million in the comparable year ago period. Net income and net income
per share for the quarter, both basic and diluted, were $2.6 million and
$0.14 respectively, compared to net income of $3.1 million or $0.16 for the
three months ended August 31, 1997.
For the nine months ended August 31, 1998, net sales were $407.9 million, a
12.8% decrease from net sales of $467.9 million in the comparable year ago
period. Net loss and net loss per share, both basic and diluted, were
($474,000) and ($0.02) respectively, compared to net income of $15.7
million or $0.83 basic and $0.82 diluted for the first nine months of
fiscal `97. The Company recorded a gain on the sale of an investment during
the nine months ended August 31, 1997, which was partially offset by a
charge for debt conversion expense.
Commenting on the results, John J. Shalam, Chairman, President and CEO of
Audiovox Corporation said, "As anticipated, the Company returned to
profitability during the third quarter and we expect this trend to continue
through the end of fiscal 1998 and beyond. In addition, new products
scheduled for introduction in both of our selling divisions should enhance
the Company's growth prospects and better position us as we move forward in
1999." Shalam further stated, " Global economic difficulties have resulted
in reduced overseas sales. However, those same economic conditions have
provided improved product acquisition costs for our company."
Philip Christopher, President and CEO of Audiovox Communications Corp., the
Company's communications subsidiary, stated, "During the third quarter,
inventories of analog phones returned to normal levels where we expect them
to stay in the coming quarters. In addition, we continue to realize sales
improvements in CDMA markets with our CDM 3000 and believe the addition of
other new digital products should enhance our market position moving
forward."
Christopher further stated, "It remains our goal to provide the market with
all of the major technology options that will allow us to capitalize on the
projected growth of digital wireless technology. To that end, we anticipate
that during the coming quarter we will be able to make announcements
regarding the addition of TDMA, PCS, GSM and CDMA to our product mix."
Automotive Electronics Division Senior Vice President, Patrick Lavelle,
said, " The Automotive Electronics Division remained on track during the
quarter, despite the adverse affect of industry-wide sales conditions in
Malaysia, Russia and South America. On the domestic front, shipments have
begun on a contract from Nissan (R) for the supply of mobile video for
their Quest (R) vans. In addition, response to our newly introduced FRS
two-way radios (Family Radio Service) has been very strong with substantial
commitments for holiday sales." Lavelle further stated, "We expect to meet
our sales and profit targets for 1998."
Subsequent to the third quarter '98, the Company purchased approximately
1,324,075 Warrants at a price of $1.30 per warrant, tendered pursuant to
the terms of its self-tender offer (which expired at 5:00PM on September
11, 1998). The purchased Warrants represent all of the Warrants validly
tendered and not withdrawn pursuant to the tender offer. After purchasing
the tendered Warrants, Audiovox will have 344,800 Warrants outstanding.
Audiovox Corporation is an international leader in the marketing of
cellular telephones, auto sound, vehicle security, mobile video systems,
and home and portable stereo systems. The Company conducts its business
through two separate marketing groups. The Company markets its products,
both domestically and internationally to the regional Bell Operating
Companies, other carriers and their agents, distributors, retailers, car
dealers and mass merchandisers. The Company markets its products under its
own brands as well as functioning as an OE (Original Equipment) supplier to
several customers.
Except for historical information contained herein, statements made in this
release that would constitute forward-looking statements may involve
certain risks such as market volatility, price competition and new product
introductions. These factors may cause actual results to differ materially
from the results suggested in the forward-looking statements, including
those risks detailed from time to time in the Company's reports on file at
the Securities and Exchange Commission, including the Company's Form 10-K
for the fiscal year ended November 30, 1997.
(TABLE TO FOLLOW)
AUDIOVOX CORPORATION AND SUBSIDIARIES
CONSOLIDATED SUMMARY OF INCOME (LOSS)
(DOLLARS IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
THREE MONTHS NINE MONTHS
ENDED ENDED
AUGUST 31, AUGUST 31,
(UNAUDITED) (UNAUDITED)
1998 1997 1998 1997
----------------- ------------ ------------------- -------------
Net sales $ 154,501 $ 153,124 $ 407,886 $ 467,933
Operating income (loss) 3,928 5,028 (1,494) 13,356
Net income (loss) 2,581 3,098 (474) 15,655
Net income (loss) per $ 0.14 $ 0.16 $ (0.02) $ 0.83
common share - basic
Net income (loss) per $ 0.14 $ 0.16 $ (0.02) $ 0.82
common share - diluted
Weighted average number 19,118,385 19,407,913 19,161,768 18,829,986
of common shares
outstanding - basic
Weighted average number 19,320,075 19,822,432 19,414,241 19,328,733
of common shares
outstanding - diluted
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