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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 2
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AUDIOVOX CORPORATION
(NAME OF ISSUER)
AUDIOVOX CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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6 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2001
(TITLE OF CLASS OF SECURITIES)
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050757-AB-9
(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 & 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)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION1 AMOUNT OF FILING FEE
$49,725,000 $9,945*
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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.
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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:
99.(a)(xiii)
[AUDIOVOX LETTERHEAD]
FOR IMMEDIATE RELEASE Michael Stoehr
Audiovox Corporation
(516) 231-7750
Joseph Kist
Edelman Financial
(212) 704-8239
AUDIOVOX EXTENDS ITS OFFER TO EXCHANGE 6 1/4% CONVERTIBLE
SUBORDINATED DEBENTURES
HAUPPAUGE, New York, November 5, 1996 -- Audiovox
Corporation (AMEX: VOX) today announced that it has extended its
Exchange Offer for its $65 million outstanding of 6 1/4%
Convertible Subordinated Debentures due 2001 for Class A Common
Stock from November 19, 1996 to November 25, 1996. The Company
has offered to exchange of 165 shares of Common Stock for each
$1,000 principal amount of the Debentures.
The Exchange Offer is subject to certain conditions
including, among others, approval by the shareholders of the
Company at a special shareholders' meeting now rescheduled to be
held at 10:00 A.M. (New York City time) 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 press release. All of
the other terms of the Exchange Offer remain unchanged.
John J. Shalam, majority shareholder, has indicated he
will vote his shares in favor of the Offer.
The Company reiterated that it believes that the
Exchange Offer is an important part of Audiovox's long-term
strategy to improve financial strength and meet growth
objectives. The Company further stated that regardless of the
outcome of the offering, it believes the Company remains well-
positioned financially, operationally and strategically to grow.
As a result of the accounting treatment of this
transaction, if the transaction is consummated, the Company could
report a substantial non-cash charge to its income statement and
an increase to its paid-in-capital to its balance sheet.
This press release shall not constitute an offer to
sell, exchange or redeem or the solicitation of an offer to buy,
exchange or redeem, or the solicitation of a proxy, nor shall
there be any exchange of these securities in any state in which
such offer or solicitation would be unlawful prior to
registration or qualification under the securities laws of any
such state. The Exchange Offer may be made only by means of an
offering circular, and the solicitation of proxies may only be
made by means of a definitive proxy statement.
Audiovox Corporation markets cellular telephones and
accessories, automotive aftermarket sound and security equipment,
as well as other aftermarket automotive accessories.
* * *
99.(a)(xiv)
[AUDIOVOX LETTERHEAD]
November 7, 1996
Dear Audiovox Bondholder:
By now you should have received an information packet relating to
the Company's offer to exchange $1,000 principal amount of
Audiovox's 6 1/4% Convertible Subordinated Debentures for 165
shares of Audiovox Class A Common Stock.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME
ON MONDAY, NOVEMBER 25, 1996.
The information package contains a detailed explanation of the
Exchange Offer as well as instructions on how to exchange your
bonds for the Company's Class A Common Stock. You must notify
your broker to participate in the Exchange Offer. Should you
have any questions on exchange procedures, please contact your
broker or call Audiovox at (516) 436-6550.
We have arranged an informational meeting to discuss the
Company's growth strategies and the Exchange Offer. Members of
the Company's senior management will be present. You are
cordially invited to attend the meeting and to participate in the
conference call referenced below.
MEETING:
TUESDAY, NOVEMBER 19, 1996 AT 3:00 P.M.
THE WALDORF ASTORIA HOTEL
301 PARK AVENUE AT 49TH STREET
NEW YORK, NEW YORK
To assist us in planning, please RSVP to Joseph Kist, Edelman
Worldwide at (212) 704-8239
CONFERENCE CALL
THURSDAY, NOVEMBER 21, 1996 AT 2:00 P.M., E.S.T.
If you would like to participate in the conference call, please
call (800) 553-2379, five minutes before the scheduled start
time.