================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FINAL AMENDMENT TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) AMENDMENT NO. 3 ------------------------- AUDIOVOX CORPORATION (NAME OF ISSUER) AUDIOVOX CORPORATION (NAME OF PERSON(S) FILING STATEMENT) ------------------------- 6-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2001 (TITLE OF CLASS OF SECURITIES) ------------------------- 050757-AB-9 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------- 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) ------------------------- 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) ------------------------- This Final Amendment relates to the Issuer Tender offer Statement on Schedule 13E-4, dated October 18, 1996, as amended (the "Statement"), filed by Audiovox Corporation, a Delaware corporation (the "Company") in connection with the offer by the Company to exchange each $1,000 principal amount of its 6 1/4% Convertible Subordinated Debentures due March 15, 2001 (the "Debentures"), into 165 shares of its Class A Common Stock, per value $.01 per share (the "Common Stock"). All terms used herein, unless otherwise defined shall have the same meanings herein as set forth in the Statement. After confirmation of certain guaranteed deliveries and determination of certain defective tenders, $41,252,000 principal amount of Debentures were validly surrendered for conversion into 6,806,580 shares of Common Stock. 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: December 16, 1996 AUDIOVOX CORPORATION By: /s/ John J. Shalam ------------------- Name: John J. Shalam Title: President and Chief Executive Officer