AUDIO BOOK CLUB INC
S-3, 1999-07-28
CATALOG & MAIL-ORDER HOUSES
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          As filed with the Securities and Exchange Commission on July 28, 1999.
                                                       Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                              AUDIO BOOK CLUB, INC.
             (Exact name of registrant as specified in its charter)

                                   ----------
    Florida            2295 Corporate Blvd., N.W. - Suite 222      65-0429858
(State or other               Boca Raton, FL 33431               (IRS employer
jurisdiction of                  (561) 241-1426                   identification
incorporation or         (Address, including zip code,
 organization)           and telephone number, including
                        number) area code, of registrant's
                           principal executive offices)
                                   ----------

                                 Norton Herrick
                           Co-Chief Executive Officer
                              Audio Book Club, Inc.
                     2295 Corporate Blvd., N.W. - Suite 222
                              Boca Raton, FL 33431
                                 (561) 241-1426
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                               -------------------
                                    Copy to:

                             Robert J. Mittman, Esq.
                              Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174
                            Telephone: (212) 885-5000
                            Facsimile: (212) 885-5001

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|


<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
                                            Proposed         Proposed
                                             Maximum          Maximum
Title of each                Amount         Offering         Aggregate           Amount of
Class of Securities          to be          Price Per         Offering         Registration
to be Registered          Registered(1)    Security(2)        Price(2)              Fee
- --------------------------------------------------------------------------------------------
<S>                       <C>                <C>            <C>                  <C>
Common stock, no par
value per share           1,199,940(3)       $13.75         $16,499,175          $4,586.77
============================================================================================
</TABLE>


(1)  Includes  590,000  shares of common stock which are currently  outstanding,
     134,940  shares of common  stock  issuable  upon  exercise  of  outstanding
     options and  warrants  and 475,000  shares of common  stock  issuable  upon
     exercise of warrants  which the Company may be obligated  to issue.  All of
     the shares of common stock being  registered  hereby are being  offered for
     the accounts of selling shareholders who acquired such shares or options or
     warrants to acquire shares in private transactions.  No other shares of the
     registrant's common stock are being registered pursuant to this offering.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(c) of the  Securities  Act of 1933,  based  upon the
     average of the high and low sales prices of the common stock as reported on
     the American Stock Exchange on July 22, 1999.

(3)  Pursuant to Rule 416 of the Securities Act, there are also being registered
     hereunder  additional  shares as may be issued to the selling  shareholders
     because of any future stock dividends, stock distributions, stock splits or
     similar capital readjustments.

     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH  DATE  AS THE  COMMISSION,  ACTING  PURSUANT  TO  SAID  SECTION  8(A),  MAY
DETERMINE.


                                      -ii-
<PAGE>


                              AUDIO BOOK CLUB, INC.

                        1,199,940 Shares of Common Stock

     This  prospectus  relates  to an  offering  by selling  shareholders  of an
aggregate of up to 1,199,940 shares of the common stock of Audio Book Club, Inc.
All of the 1,199,940  shares of common stock are being offered for resale by the
selling shareholders pursuant to this prospectus.

     The  common  stock  may be  offered  from  time  to  time  by  the  selling
shareholders  through ordinary  brokerage  transactions in the  over-the-counter
markets, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at  negotiated  prices and in other ways as described in the
"Plan of  Distribution."  Audio Book Club will not receive  any of the  proceeds
from the sale of common stock by the selling shareholders.

     The common stock is traded on the American  Stock Exchange under the symbol
"KLB".  On July 22, 1999, the closing sale price of the common stock as reported
by the American Stock Exchange was $13.625.

                                   ----------

     An investment in the common stock is speculative and involves a high degree
of risk. See "Risk Factors" beginning on Page 7.

                                   ----------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.


                   The date of this Prospectus is _____, 1999.


<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  previously  filed by Audio  Book  Club  with the
Securities  and Exchange  Commission  are  incorporated  herein by reference and
shall be deemed a part of this prospectus:

(a)  Current Report on Form 8-K for the event dated December 14, 1998;

(b)  Current Report on Form 8-K/A (Amendment No. 1) for the event dated December
     14, 1998;

(c)  Current Report on Form 8-K for the event dated December 31, 1998;

(d)  Current Report on Form 8-K/A (Amendment No. 1) for the event dated December
     31, 1998;

(e)  Current Report on Form 8-K/A (Amendment No. 2) for the event dated December
     31, 1998;

(f)  Current Report on Form 8-K/A (Amendment No. 3) for the event dated December
     31, 1998;

(g)  Current report on Form 8-K for the event dated April 23, 1999;

(h)  Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998;

(i)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999;

(j)  Current Report on Form 8-K for the event dated June 15, 1999;

(k)  Current Report on Form 8-K/A (Amendment No. 1) for the event dated June 15,
     1999;

(l)  Current Report on Form 8-K for the event dated July 2, 1999;

(m)  Current Report on Form 8-K/A (Amendment No. 2) for the event dated June 15,
     1999; and

(n)  The description of our common stock contained in our Registration Statement
     on Form  8-A  declared  effective  October  22,  1997,  together  with  any
     amendment  or report  filed with the SEC for the  purpose of  updating  the
     description.

     All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities  Exchange Act of 1934,  after the date of this  prospectus and before
the  termination of the offering of the securities  hereby shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
on the date of filing  of the  documents.  Any  statement  incorporated  in this
prospectus  shall be deemed to be modified or  superseded  for  purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  in  this  prospectus  modifies  or  supersedes  the
statement. Any statement so


                                       -2-
<PAGE>


modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus or the  registration  statement of which
it is a part.

     This prospectus  incorporates  documents by reference with respect to Audio
Book Club that are not presented herein or delivered  herewith.  These documents
are available  without charge to any person,  including any beneficial  owner of
our  securities,  to whom this  prospectus  is  delivered,  upon written or oral
request to Mr. John Levy, Audio Book Club, Inc., 20 Community Place, Morristown,
New Jersey 07960, telephone: (973) 539-9528.

     Audio  Book  Club  is  subject  to the  informational  requirements  of the
Exchange Act. We file reports,  proxy statements and other  information with the
SEC.  These  reports and other  information  can be read and copied at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain  information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.  Our electronic filings made through the SEC's electronic
data gathering, analysis and retrieval system are publicly available through the
SEC's worldwide web site (http://www.sec.gov).


                                       -3-
<PAGE>


                                   THE COMPANY

     Audio Book Club, Inc. is the nation's largest membership  club-based direct
marketer of  audiobooks.  Our  membership  club is modeled  after the  "negative
option"  formula  developed by the  Book-of-the-Month  Club.  Each member of our
membership club is offered a limited number of audiobooks at a low  introductory
discounted  price and,  in  return,  commits  to  purchase  a minimum  number of
additional audiobooks over a specified period of time at regular club prices.

     Since  commencing  operations  in 1994,  we have  invested  heavily  in our
membership recruitment programs to establish and expand our membership base. The
recruitment programs have consisted primarily of direct targeted mailings of new
member solicitation packages, marketing on the Internet and media advertising.

     We have  aggressively  pursued  marketing  opportunities on the Internet by
entering into advertising  arrangements  with respect to audiobooks with various
Internet  companies  including  Microsoft  Corporation,  for its MSNBC web site,
MSN.com  portal,  hot mail  and  webTV  services  and  link  exchange  property;
Broadcast.com, Inc.; and mail.com. We have established an Internet web site that
offers visitors the opportunity to become club members,  and offers club members
the opportunity to execute transactions  online,  search our database of tens of
thousands of titles and sample  thousands of audiobook  selections.  In December
1998 and June 1999, we also completed the several  acquisitions  discussed below
which has resulted in our Audio Book Club total member file  increasing  to over
1.6 million and our total customer base,  including our member file, exceeding 2
million names.

     We are seeking to expand our Internet presence and to take advantage of the
high volume of traffic  that the Audio Book Club web site  receives  through the
creation of a media portal web site. We are currently designing our media portal
site to be a  fully-integrated  web site  providing  a variety  of  content  and
e-commerce  opportunities  to visitors and customers alike. The site will enable
users to click  through  to our other web sites,  to join  Audio  Book Club,  to
purchase a variety of products from several  different retail  categories and to
experience the wealth of content that will be featured on the site in both audio
and video formats.

     Our Radio  Group  produces,  broadcasts,  syndicates,  sells  and  licenses
popular  "classic"  and old- time radio and video  programs,  including  vintage
comedy,  mystery,  detective,  adventure and suspense programs, and produces and
syndicates  three national  old-time radio programs  broadcast on over 500 radio
stations  per week with a cumulative  audience of  approximately  3,000,000  per
week. On many of its radio affiliates, it is the dominant number one listened to
program in its time slot.  Our Radio Group has  compiled a mailing  list of over
450,000 names of buyers and prospective buyers of old-time radio audiocassettes,
compact discs and video cassettes.

     Our principal  executive offices are located at 2295 Corporate  Boulevard.,
N.W.,  Suite 222, Boca Raton,  Florida  33431 and our telephone  number is (561)
241-1426.  We also have offices located at 20 Community Place,  Morristown,  New
Jersey   07960.   The   Audio   Book   Club   network   of   websites   includes
www.audiobookclub.com;     www.mediabay.com,     our    media    portal    site;
www.audiobook.com, a retail audiobook site; radiospirits.com, our old-time radio
site; and www.videoyesteryear.com, our old-time video site.


                                       -4-
<PAGE>


                               RECENT DEVELOPMENTS

     Acquisition of Doubleday's Audiobooks Direct Club

     On June 15, 1999,  our  wholly-owned  subsidiary  acquired  from  Doubleday
Direct, Inc. its business of direct marketing and distribution of audiobooks and
related products through Doubleday's  Audiobooks Direct Club. At the time of the
acquisition, the Audiobooks Direct Club was one of the industry's leading direct
marketers  of  audiobooks  using  a  membership  club  format.  As  part  of the
acquisition,  we acquired Audiobooks Direct Club's total membership file of over
500,000 members as well as some of Doubleday's other assets relating exclusively
to the  Audiobooks  Direct Club.  We also  entered  into a reciprocal  marketing
arrangement with Doubleday  pursuant to which we received the exclusive  rights,
with respect to audiobooks,  for three years, subject to a one-year extension at
no additional cost, and an additional three years at market rates, to insert our
new  member  acquisition  materials  into the  member  mailings  of  Doubleday's
consumer book clubs and Doubleday  Select's  professional book clubs, as well as
distributing our member  solicitation  packages via direct mail campaigns to the
active and inactive  Doubleday and Doubleday Select book club membership  lists.
Subject  to  exceptions,  we  will  also be  Doubleday's  exclusive  source  for
audiobooks.

     In addition,  we entered into a  non-compete  agreement  whereby  Doubleday
agreed not to engage in designated  activities  which compete with the operation
of our Audio Book Club for five years.

     At the time of the acquisition,  together with Doubleday,  we announced the
launch of a co-branded website to be coupled with an online  cross-marketing and
advertising  campaign. We currently anticipate the launch of this site in August
1999.

     Financings

     In June 1999, in connection with our acquisition of Doubleday's  Audiobooks
Direct Club, we, Fleet National Bank and ING (U.S.) Capital  Corporation amended
the terms of our existing  credit  agreement to provide for our  borrowing of an
additional  $6,000,000  as a term  advance  under the  credit  agreement  and an
additional  $4,350,000 from Mr.  Herrick,  and modified the interest rate we pay
under the credit agreement.

     At July 6,  1999,  an  aggregate  of  $37.5  million  principal  amount  of
indebtedness was outstanding  under the credit  agreement.  The principal amount
outstanding  under  the  term  advance  is  payable  in  quarterly  installments
commencing on March 31, 1999 through  December 31, 2003 as follows:  a quarterly
payment of $250,000 on March 31, 1999, payments of $330,000 for each of the next
three  quarters,  four  quarterly  payments of  $930,000 in the year 2000,  four
quarterly  payments of $1,550,000 in the year 2001,  four quarterly  payments of
$2,170,000 in the year 2002 and four  quarterly  payments of  $2,790,000  during
2003. We have made the required payments through June 30, 1999.

     In connection with the additional loan in June 1999, we granted the lenders
three-year  warrants to purchase up to 119,546  shares of our common stock at an
exercise  price  of  $14.25,  subject  to  adjustment.  As of the  date  of this
prospectus,  as a  result  of  anti-dilution  adjustments,  these  warrants  are
currently  exercisable  to  purchase  119,940  shares of our common  stock at an
exercise  price of $14.20 per  share.  As of the date of this  prospectus,  as a
result of  anti-dilution  adjustments,  the  warrants  issued to the  lenders in
December 1998 in connection with the initial loan under the credit agreement are
currently


                                       -5-
<PAGE>


exercisable to purchase  197,448 shares of our common stock at an exercise price
of $9.967 per share.

     In June 1999, we borrowed  $4,350,000  from Norton  Herrick by issuing a 9%
convertible  senior  subordinated  promissory  note due December 31, 2004.  In a
separate letter agreement,  we agreed, subject to shareholder approval,  that if
we  refinance  or replace  the note with debt or equity  financing  provided  by
anyone other than Mr. Herrick or a family member or affiliate of Mr. Herrick, we
will issue to Mr. Herrick  warrants to purchase an additional  125,000 shares of
common stock at $12.00 per share,  which warrants shall also be identical to the
warrants  issued  to him in  connection  with  financing  he  provided  to us in
December  1998. We also agreed to issue to Mr.  Herrick  warrants to purchase an
additional  350,000  shares of common stock at $12.00 per share if the financing
provided by Mr.  Herrick in December  1998 is  refinanced  or replaced by anyone
other than Mr. Herrick or a family member or affiliate of Mr.  Herrick.  In July
1999, we repaid the $4,350,000 note, plus accrued and unpaid interest,  from the
proceeds received from the sale of equity securities described below.

     The terms of Mr.  Herrick's  financings  were  approved by the  independent
members of our Board of Directors.

     In June 1999, we sold 50,000 shares of our common stock for gross  proceeds
of $550,000 to three qualified institutional buyers.

     In July 1999, we sold 540,000 shares of our common stock for gross proceeds
of $7,020,000 to three qualified institutional buyers.


                                       -6-
<PAGE>


                                  RISK FACTORS

     Prospective  investors should consider carefully the following risk factors
before  purchasing  any shares of the common stock offered hereby by the selling
shareholders.

     We have historically experienced significant losses.

     Since our inception, we have incurred significant losses,  including losses
of $6,242,491  during the year ended  December 31, 1996,  $4,920,851  during the
year ended December 31, 1997, $6,985,264 during the year ended December 31, 1998
and $665,000 for the three  months ended March 31, 1999.  We had an  accumulated
deficit of $24,124,000 at March 31, 1999.

     We have outstanding indebtedness which requires us to make timely principal
and interest payments.

     We have  outstanding  indebtedness  which is substantial in relation to our
shareholders'  equity, as well as interest and debt service  requirements  which
are significant compared to our cash flow from operations. As of March 31, 1999,
we  have  approximately  $44  million  of  indebtedness  outstanding,  which  is
substantial in relation to our total  capitalization.  In addition,  after March
31, 1999, we increased our outstanding  borrowings under our credit agreement by
$6 million.  Our  outstanding  indebtedness  requires us to make timely interest
payments and principal payments. If we do not generate sufficient cash flow from
operations or obtain other sources of funds to finance  these  payments,  we may
default  on  our  obligations  under  our  indebtedness.   Moreover,  since  our
borrowings  under the credit  agreement are at variable  interest  rates, we are
subject  to the  risk of  paying  higher  rates on  advances  under  the  credit
agreement.

     A default under our outstanding  indebtedness could have a material adverse
effect on our business, including foreclosure by the lenders on our assets.

     Upon the  occurrence of an event of default  under the credit  agreement or
the  senior   subordinated  note,  our  indebtedness   thereunder  could  become
immediately  due and payable and the lenders under the credit  agreement  and/or
note could foreclose on our assets. All of our assets and the assets and capital
stock of our subsidiaries are pledged to the lenders under the credit agreement,
and assets of Classic Radio Holding Corp.  and Classic Radio  Acquisition  Corp.
are pledged to the lender under the note.

     Our loan  agreements  contain  restrictive  covenants which could limit our
ability to implement our business plan.

     The terms of our loan agreements with our creditors could limit our ability
to implement our business strategy. In addition to substantially  prohibiting us
from incurring additional indebtedness, our loan agreements limit or prohibit us
from:

o    declaring or paying cash dividends;
o    merging or consolidating with another corporation;
o    selling all or substantially all of our assets; or
o    materially changing the nature of our business.


                                       -7-

<PAGE>


     Our  business  would  likely  be harmed  if we are  unable to  successfully
integrate our recently acquired business.

     We have expanded our operations  through internal growth and  acquisitions,
which has placed and is expected to  continue to place a  significant  strain on
our management,  administrative,  operational, financial and other resources. We
are dependent upon the services of key personnel acquired in these transactions.
We  cannot  assure  you  that we will be able to  successfully  integrate  these
businesses  into our  operations or that we will be able to retain key personnel
acquired in these transactions.  We will likely be materially adversely affected
if we are unable to  successfully  integrate  acquired  businesses and personnel
into our operations.

     The  amortization  of  the  goodwill  from  our  recent  acquisitions  will
adversely impact our future operating results.

     As a result of our recent  acquisitions,  we are  required to amortize  the
excess of costs over net assets and other intangibles  acquired, an aggregate of
approximately  $64.1  million,  over  periods of up to 20 years.  Although  this
amortization  does not have an effect on our available funds, it will be treated
as an  operating  expense  that will  reduce our  reported  earnings or increase
reported losses.  Future  acquisitions  could result in additional  amortization
expenses resulting from additional goodwill and other intangibles acquired which
would reduce future earnings or increase future losses, as the case may be.

     We may not be able to meet our  obligations  to  repurchase  shares  of our
common stock if the holders of put rights exercise their rights in the future.

     We may not have the necessary  funds to meet any  obligations to repurchase
stock  pursuant  to  puts  we  have  granted.  In  connection  with  our  recent
acquisitions,  we  granted  the  sellers  the option to sell back to us up to an
aggregate  of  675,000  shares of our  common  stock  issued to the  sellers  in
connection  with the  acquisitions.  Although  the  sellers'  put  options  have
terminated  as to 320,000 of the  shares,  the sellers  outstanding  put options
require us to  purchase  from them  shares of our common  stock,  unless the put
rights are terminated as a result of our common stock satisfying specified price
targets and trading volume requirements, as follows:

     o    25,000 shares at a price of $7.00 per share  beginning on December 31,
          2000;
     o    25,000 shares at a price of $12.00 per share beginning on December 31,
          2001;
     o    25,000 shares at a price of $14.00 per share beginning on December 31,
          2003;
     o    up to 230,000  shares at a price of $15.00  beginning  on December 31,
          2004; and
     o    50,000 shares at a price of $15.00 per share beginning on December 31,
          2005.

Of these  shares,  125,000  shares are pledged to us until  December 31, 1999 as
collateral  to secure  the  sellers'  indemnification  in the event we suffer an
indemnifiable  loss.  If we  suffer a loss and  retain  any of these  shares  as
indemnification for the loss, the put obligation will terminate as to the shares
we retain.

As of the date of this  prospectus,  the market  value of our  common  stock was
below the  guaranteed  market prices for most of the remaining put  obligations.
The market price of our common stock may not exceed the guaranteed market prices
at the time that the puts are exercisable and the puts may not terminate.


                                       -8-
<PAGE>


     Our member  recruitment  strategy  is subject to many risks  which,  if not
successfully addressed, could result in increased member acquisition costs.

     If our direct mail and other marketing  strategies are not successful,  our
per  member   acquisition  costs  may  increase  and  we  may  not  be  able  to
significantly increase our membership base. The success of direct mail campaigns
is subject to a high degree of risk and uncertainties,  including the ability to
target the type of persons  which we believe are likely to join Audio Book Club.
We use a variety of modeling and list analysis procedures and techniques as part
of our efforts to efficiently  target our direct mail campaigns and we intend to
increase the number of prospective members to which member solicitation packages
will be mailed.

     Because the market for  audiobooks is still evolving and is a niche market,
it is not certain that the market will continue to grow.

     It is possible that the market for  audiobooks  may not continue to grow at
the current rate or growth trends may reverse. The audiobook market has expanded
rapidly,  is  still  evolving  and is  currently  a niche  market.  The  sale of
audiobooks  through  mail  order  clubs is an  emerging  retail  concept.  As is
typically the case for products in an evolving  industry,  the ultimate level of
demand and  market  acceptance  for  audiobooks  is subject to a high  degree of
uncertainty.  A decline in the popularity of audiobooks  could adversely  affect
our business and prospects.

     Failure to respond to factors  affecting our business  could result in lost
sales  opportunities  or excess  inventory  from the  inability to sell selected
titles.

     Our success is largely dependent upon our ability to anticipate and respond
to these and other  factors  affecting the  industry,  such as economic  factors
affecting discretionary consumer spending,  changes in consumer demographics and
the availability of other forms of entertainment.  Failure to respond to factors
affecting the  audiobook  industry in a timely manner could result in lost sales
opportunities  or excess  inventory from the inability to sell selected  titles.
The audiobook market is characterized by continuous  introductions of new titles
and is subject to changing consumer preferences,  which may adversely affect our
ability to plan for catalog offerings, anticipate order lead time and accurately
assess inventory requirements.  While we evaluate many factors to anticipate the
popularity and life cycle of selected  titles,  the ultimate level of demand for
specific  audiobook titles is subject to a high level of uncertainty.  Moreover,
sales of a specific  audiobook title  typically  decline rapidly after the first
few  months  following  release.  Any  unanticipated  decline in  popularity  of
selected  titles  could  result in excess  inventory  or require us to sell this
inventory at a reduced price.

     Interruption of our supply of audiobooks could result in increased  product
costs or loss of sales opportunities.

     Our  failure  to obtain  the  rights to  audiobook  libraries  or  selected
audiobook titles,  on commercially  reasonable terms, or at all, could result in
increased  product  costs or loss of sales  opportunities.  Many of our  license
agreements with audiobook publishers are short-term,  non-exclusive  agreements,
typically one or two years in length.  A portion of our  agreements  expire over
the next several  months,  unless  renewed.  Our success is  dependent  upon our
ability to renew  existing  license  and  supply  arrangements  with  respect to
audiobook  publishers'  libraries and to enter into additional  arrangements for
the supply of new  audiobook  titles.  In addition,  we  currently  enjoy a cost
advantage over traditional retailers of audiobooks. If audiobook publishers were
to change their policies, our cost advantage could be adversely impaired.


                                       -9-
<PAGE>


     Our operations  could be interrupted if our third-party  service  providers
fail to perform their services.

     We engage third-party service providers to perform processing,  billing and
data processing  services,  and warehousing and  distribution  services.  We are
dependent  upon these third  parties to process  and deliver  orders on a timely
basis, and provide friendly,  efficient  customer service and timely process and
collect and accurately  report customer  payments to avoid delays in collection.
Failure by our service  providers to perform their  services in accordance  with
our requirements could result in adverse member perception of Audio Book Club or
delay collections of receivables,  either of which could have a material adverse
effect on Audio Book Club. The  unavailability  or interruption of services from
these providers would result in a material interruption of our operations.

     If we incur system  interruptions  which affect  customers'  and  potential
customers'  ability  to access  our web  sites,  we could be  harmed by  adverse
consumer perception and lost sales opportunities.

     We  anticipate  that new member and other  revenues  will become  partially
dependent on the number of visitors who join as members from and who shop on our
web sites. Accordingly, any system interruptions that result in the inability of
customers or potential  customers to access our web sites could adversely affect
consumer  perception of our membership  clubs and web sites or affect or ability
to conduct business over the Internet.  Our business strategy includes expanding
our  Internet web sites and  increasing  Internet  and online  computer  service
advertising.   Accordingly,   the  satisfactory  performance,   reliability  and
availability  of our  web  sites,  transaction-processing  systems  and  network
infrastructure  are  critical  to our  reputation  and our  ability  to  attract
visitors to our web sites and maintain adequate customer service levels.

     An increased  rate of member loss could  adversely  affect our revenues and
operating results.

     Any significant  increase in member attrition could have a material adverse
effect on our  revenues  and  operating  results.  Although  we provide  various
incentives for members to continue in our club,  once a member has satisfied his
or her commitment to purchase four audiobooks at regular prices,  the member has
no further commitment to our club. We incur significant upfront  expenditures in
connection  with  acquiring  new members,  including the costs  associated  with
member recruitment  advertising and mailings of member welcome packages, as well
as the costs of  supplying  the  audiobooks  ordered  at Audio  Book  Club's low
introductory  price,  which is  significantly  below our cost.  A member may not
honor his or her  commitment or  membership  may be terminated by us for several
reasons,  including  failure  to pay  for  purchases  or  excessive  returns  or
cancelled  orders.  The member  attrition rate for mail order clubs is typically
high and,  we believe  that Audio Book  Club's  member  attrition  rate has been
typical of the negative option mail order industry. We may not be able to recoup
our costs associated with new members.

     Increased  rate of product  returns  would  adversely  affect our operating
results.

     Product  returns which  significantly  exceed our reserves would  adversely
affect our  operating  results.  At the time a member  orders an  audiobook,  we
establish a reserve for future returns based upon historical return rates and an
evaluation of current return trends.  Mail order clubs which offer products on a
negative option basis have  historically  experienced high product return rates.
We have recently  experienced a product  return rate of  approximately  26%. Our
policy is to accept prompt returns of damaged products and, in order to maintain
favorable customer relations, we generally accept returns of unopened products.


                                      -10-
<PAGE>


     Because we sell products on credit,  our  liquidity  and operating  results
could be adversely impacted if we are unable to collect our receivables.

     We are subject to the risks  associated  with  selling  products on credit,
including  delays in  collection  or  uncollectibility  of accounts  receivable.
Delays in collection or  uncollectibility  of accounts  receivable  could have a
material  adverse effect on our liquidity and working capital position and could
require us to  increase  our  allowance  for  doubtful  accounts.  Our  accounts
receivable have historically increased from period to period and are expected to
increase  as a  result  of  the  anticipated  expansion  of  Audio  Book  Club's
membership base. As of March 31, 1999, allowances for sales returns and doubtful
accounts were  $2,539,000,  which we believe is currently  adequate for the size
and nature of our receivables.

     The  Year  2000   problems  may  result  in  decreased   sales  for  us  if
certifications  we received from our service  providers are inaccurate or if our
customers and suppliers do not adequately address their Year 2000 concerns.

     Many currently  installed  computer systems and software products are coded
to accept only two- digit entries in the date code field.  Beginning in the year
2000,  these  date  code  fields  will  need to  accept  four-digit  entries  to
distinguish  21st century  dates from 20th century  dates.  This year 2000 issue
potentially affects all individuals and companies,  including us, our customers,
business  partners,  vendors,  suppliers,  service  providers  and the  banks we
utilize.

     While we believe our systems,  and those of our primary  service  providers
and vendors are year 2000 compliant,  we are continuing our communications  with
our  principal  service  providers and vendors to ensure that they are year 2000
compliant.  We do not  currently  anticipate  that  we  will  incur  significant
operating  expenses or be required to invest in computer system  improvements to
be Year 2000 compliant.

     We are  developing  contingency  plans that identify  alternative  vendors,
suppliers and service  providers in the event our current vendors,  suppliers or
service  providers  suffer  significant  disruption  as a  result  of year  2000
compliance  failures.  If third  parties  with whom we  interact  have year 2000
problems that are not remedied, the following problems could result:

     o    in the case of vendors and suppliers, in disruption of supply;

     o    in the case of service  providers,  in the  receipt of  inaccurate  or
          out-of-date  data,  loss of  customer  orders,  invoices,  billing and
          payment information and disruption in order fulfillment services;

     o    in the case of  banks,  in the  disruption  of cash  flow  potentially
          resulting in liquidity stress; and

     o    in the case of customers, in their inability to place orders.

     Increases in costs of postage and  shipping  could reduce our net income or
increase our net loss if we are unable to pass on the costs to our customers.

     Any unanticipated  increase in postal rates could have an adverse effect on
our operating results to the extent that we are unable to offset these increases
by raising our prices or by implementing  more efficient  mailing,  delivery and
order fulfillment methods.  Postage and shipping are significant expenses in the
operation of our business.  As is customary in the mail order industry,  we pass
on the costs of


                                      -11-
<PAGE>



order  fulfillment  directly to the member but do not directly pass on the costs
of member mailings and member solicitation packages.

     Third parties could obtain access to our member and customer  databases and
other  proprietary  information  because  of  the  limited  protection  for  our
intellectual property.

     Third  parties  may copy or obtain  access  to,  and use,  our  member  and
customer  databases  and other  proprietary  know-how,  ideas and  concepts.  In
addition, the confidentiality agreements with our executive officers, employees,
list  managers  and  appropriate  consultants  and  service  suppliers  may  not
adequately  protect our trade secrets.  In the event  competitors  independently
develop or otherwise obtain access to our know-how,  concepts,  trade secrets or
membership database, we may be adversely affected.

     Fluctuations  in operating  results  could impact the trading  price of our
common stock.

     Because our operating  results vary from period to period,  comparisons  of
quarterly  results  may  not  be  meaningful  and  should  not be  relied  upon.
Fluctuations  in quarterly  operating  results may adversely  affect the trading
price of our common stock if they are below the  expectations of market analysts
and investors.  Our operating results vary as a result of purchasing patterns of
members,  the timing,  cost,  magnitude and success of direct mail campaigns and
other member recruitment advertising, member attrition, timing and popularity of
new audiobook  releases and product  returns.  Unanticipated  events,  including
delays in securing an adequate supply of popular audiobook titles at the time of
peak  sales,  delays  in  direct  mailing  or  significant  decreases  in sales,
particularly  during peak sales periods,  could result in losses during a period
which would not be easily reversed before the following year.

     The loss of our key personnel  would likely disrupt our operations and have
a material adverse effect on our business and prospects.

     Our  success  is largely  dependent  upon the  efforts  of Norton  Herrick,
Chairman of the Board and  Co-Chief  Executive  Officer,  and  Michael  Herrick,
Co-Chief  Executive  Officer  and Vice  Chairman  of the Board.  The loss of the
services  of either of these  officers  or other key  personnel,  despite  their
having entered into  employment  agreements  would likely disrupt our operations
and have a material adverse effect on our business and prospects.

     We could be  harmed  if  affiliates  which  provide  services  to us do not
continue to provide these services.

     Our business could be harmed if affiliates of ours which currently  provide
services to us do not continue to provide these services.  We share office space
with  entities  affiliated  with  our  officers  and  have  relied  on  entities
affiliated  with  Norton  Herrick  for  the  provision  of  travel,  accounting,
administrative  and  general  office  services  and to obtain  general  business
insurance.  Moreover,  Mr.  Herrick  may  have a  conflict  of  interest  in the
allocation of his business time among Audio Book Club and of his other  business
ventures.

     The Herrick family has significant  control over stockholder  matters which
impacts the ability of other stockholders to have a say in our activities.

     As of the date of this  prospectus,  Norton  Herrick,  Michael  Herrick and
Howard  Herrick,  in the  aggregate,  own  approximately  43.9%  of  the  actual
outstanding  common  stock of Audio  Book  Club.  Accordingly,  they are able to
direct our affairs, including electing a majority of our directors and causing


                                      -12-
<PAGE>


an increase in our authorized  capital or the  dissolution,  merger,  or sale of
Audio Book Club or substantially all of our assets.

     Our stock price has been and could continue to be extremely volatile.

     The  market  price  of  our  common  stock  has   experienced   significant
fluctuations since our initial public offering in October 1997. Our common stock
is quoted on the American Stock Exchange,  which market has experienced,  and is
likely to experience in the future,  significant  price and volume  fluctuations
which could adversely affect the market price of the common stock without regard
to the operating performance. In addition, the trading price of the common stock
could be subject to significant fluctuations in response to:

     o    actual or anticipated variations in our quarterly operating results;

     o    announcements by us or other industry participants;

     o    factors affecting the audiobook industry;

     o    changes  in  national  or  regional  economic  conditions,  changes in
          securities  analysts'  estimates  for our  competitors'  or industry's
          future performance; and

     o    general market conditions.

The market  price of our common  stock could also be affected by general  market
price  declines  or  market  volatility  in the  future or  future  declines  or
volatility  in the prices of stocks for  companies  in the  Internet  and online
industries.

     The exercise or conversion of outstanding options,  warrants or convertible
securities by the holders will result in dilution to our  shareholders and could
adversely affect the market price for our common stock and our ability to obtain
additional equity capital.

     To the extent that outstanding options and warrants are exercised, dilution
to the percentage  ownership of our shareholders will occur and any sales in the
public market of our common stock underlying  options and warrants may adversely
affect prevailing market prices for our common stock.  Moreover,  the terms upon
which we will be able to  obtain  additional  equity  capital  may be  adversely
affected since the holders of  outstanding  options and warrants can be expected
to exercise them at a time when we would, in all  likelihood,  be able to obtain
any needed  capital on terms more  favorable  to us than those  provided  in the
outstanding  options and warrants.  As of July 6, 1999,  there were  outstanding
options,  warrants and other convertible  securities to purchase an aggregate of
approximately  6,000,000  shares of our common stock at exercise  prices ranging
from $3.50 to $16.50 per share.


                                      -13-
<PAGE>


            SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

     This  prospectus  and  the  documents  incorporated  by  reference  in this
Prospectus contain forward- looking statements within the meaning of the Private
Securities  Litigation Reform Act of 1995.  Forward- looking  statements involve
known and unknown  risks,  uncertainties  and other  factors which may cause our
actual results,  performance or achievements to be materially different from any
future  results,  performance  or  achievements  expressed  or  implied  by  the
forward-looking  statements.  These  statements  relate  to  our  future  plans,
objectives,  expectations and intentions and may be identified by the use of the
words  such  as  believe,  expect,  anticipate,  intend  and  plan  and  similar
expressions.  Factors that could contribute to these  differences  include those
discussed in the Risk Factors section appearing elsewhere in this prospectus. We
caution you not to place undue  reliance  on these  forward-looking  statements,
which speak only as of the date the statement was made.


                                 USE OF PROCEEDS

     We will not receive any  proceeds  from any sales of shares of common stock
made from time to time hereunder by the selling shareholders.  We have agreed to
bear the expenses in connection with the  registration of the common stock being
offered and sold by the selling shareholders.  We will receive proceeds from any
exercise  for cash of warrants  and  options  made before the sale of any of the
shares of common stock  underlying any of the warrants and options being offered
hereby. Any proceeds we receive will be added to our working capital.


                          DESCRIPTION OF CAPITAL STOCK

General

     Audio Book Club is authorized to issue  75,000,000  shares of common stock,
no par value,  and 5,000,000 shares of preferred stock, no par value. As of July
6, 1999, there were 8,418,920  shares of common stock  outstanding and no shares
of preferred stock outstanding.

Common Stock

     The holders of our common  stock are  entitled to one vote per share on all
matters  submitted  to a vote of the  shareholders,  including  the  election of
directors,  and,  subject to preferences that may be applicable to any preferred
stock  outstanding at the time, are entitled to receive  ratably  dividends,  if
any, as may be declared from time to time by the board of directors out of funds
legally available therefor.  In the event of liquidation or dissolution of Audio
Book  Club,  the  holders of common  stock are  entitled  to receive  all assets
available for  distribution  to the  shareholders,  subject to any  preferential
rights of any preferred stock then outstanding.  The holders of our common stock
have no preemptive  or other  subscription  rights,  and there are no conversion
rights or  redemption  or sinking  fund  provisions  with  respect to the common
stock.  All of the  outstanding  shares of common  stock are,  and the shares of
common  stock  offered  hereby upon  issuance  and sale will be,  fully paid and
non-assessable.  The rights,  preferences  and  privileges of the holders of our
common stock are subject to, and may be adversely  affected by, the right of the
holders  of any  shares of  preferred  stock  which our board of  directors  may
designate in the future.


                                      -14-
<PAGE>


Preferred Stock

     Authorized but  undesignated  shares of preferred  stock may be issued from
time to time in one or more series upon authorization by our board of directors.
Our  board of  directors,  without  further  approval  of the  shareholders,  is
authorized  to fix the  dividend  rights and terms,  conversion  rights,  voting
rights, redemption rights and terms, liquidation preferences,  and other rights,
preferences,  privileges and restrictions applicable to each series of preferred
stock.  The  issuance  of  preferred  stock,  while  providing   flexibility  in
connection  with  possible  acquisitions  and  other  corporate  purposes  could
adversely  affect the voting  power of the  holders of common  stock and make it
more  difficult  for a third party to gain control of Audio Book Club prevent or
substantially delay a change of control, discourage bids for our common stock at
a premium or otherwise adversely affect the market price of our common stock.

Classified Board of Directors

     Our  by-laws  divide our board of  directors  into three  classes,  serving
staggered  three-year terms. The staggered terms of the classes of directors may
make it more  difficult  for a third  party to gain  control  of our board of to
acquire  Audio  Book  Club and may  discourage  bids for our  common  stock at a
premium.

Transfer Agent

     The transfer agent and registrar for our common stock is Continental  Stock
Transfer & Trust Company, New York, New York.


                                      -15-
<PAGE>


           SHAREHOLDERS FOR WHICH SHARES ARE BEING REGISTERED FOR SALE

     The following table sets forth information with respect to the shareholders
for which shares are being registered for sale:


<TABLE>
<CAPTION>

                                  Beneficial Ownership                             Shares Beneficially         % of Shares
Shareholders for Which            of Shares of Common                              Owned Assuming the       Beneficially Owned
Shares are Being Registered     Stock, including Shares       Shares Registered    Sale of the Shares      Assuming the Sale of
for Sale                          Registered for Sale              for Sale            Registered         the Shares Registered
- -----------------------------   -----------------------       -----------------    -------------------    ---------------------
<S>                                      <C>                     <C>                    <C>                      <C>
Norton Herrick                           3,893,547               475,000                3,893,547                34.4%

JLF Partners I, L.P.                       303,700               303,700                        0                   0

JLF Offshore Fund Ltd.                     205,135               205,135                        0                   0

JLF Partner II, L.P.                        31,165                31,165                        0                   0

Fleet National Bank                        158,695                59,970                   98,725                 1.2

ING (U.S.) Capital
Corporation                                158,695                59,970                   98,725                 1.2

Harvey Stober                              143,600                 5,000                  138,600                 1.6

Kodiak Opportunity
Offshore, Ltd.                              75,835                33,000                   42,835                   0

Kodiak Opportunity L.P.                     21,370                 9,300                   12,070                  .1

Kodiak Opportunity
 3(C)7, L.P.                                17,695                 7,700                    9,995                  .1

Virtacon Corp.                              10,000                10,000                        0                   0
</TABLE>

     None  of  the  shareholders  named  in the  above  table,  or  the  selling
     shareholders,  has a material relationship with Audio Book Club, other than
     Norton  Herrick  who is our  Chairman of the Board and  Co-Chief  Executive
     Officer  and Harvey  Stober who serves as a member of our  Advisory  Board.
     However,  Fleet  National Bank and ING (U.S.) Capital  Corporation  are our
     primary lending banks.

     The selling shareholders are not required to exercise or convert any of the
     warrants,  options or  convertible  securities or sell any shares of common
     stock offered by selling shareholders.

     Norton  Herrick's  beneficial  ownership of shares of common stock does not
     include the 475,000 shares  registered for sale for Mr. Herrick since these
     shares  represent  shares  issuable  upon  exercise of warrants that may be
     issuable to Mr. Herrick under the circumstances described under the caption
     "Recent Developments - Financings."

     The number of shares  beneficially  owned by Harvey Stober  includes 50,000
     shares held by Greystone  Partners  L.P.,  of which Mr.  Stober is the Fund
     Manager and 17% equity owner.  Mr.  Stober has sole voting and  dispositive
     power over these shares.

     The above table assumes,  as to each selling  shareholder,  the exercise of
     all of the warrants, options and


                                      -16-
<PAGE>


     other convertible  securities owned by the selling  shareholder that relate
     to the shares being offered hereby whether or not currently exercisable and
     the sale of all of the shares.

     The above table also assumes for  calculating  each  selling  shareholder's
     beneficial  ownership and percentage  ownership  that options,  warrants or
     convertible  securities  that are held by the selling  shareholder  but not
     held by any other selling shareholder or person, and are exercisable within
     60 days from the date of this prospectus have been exercised and converted.


                                      -17-
<PAGE>


                              PLAN OF DISTRIBUTION

     Audio  Book  Club is  registering  the  shares  on  behalf  of the  selling
shareholders.  As used herein, selling shareholders includes donees, transferees
and pledgees selling shares received from a named selling  shareholder after the
date of this prospectus.  We have agreed to bear the expenses in connection with
the  registration  of the shares  offered and sold by the selling  shareholders.
Brokerage  commissions and similar selling expenses, if any, attributable to the
sale of shares will be borne by the selling shareholders. Sales of shares may be
effected  by  selling  shareholders  from  time to time in one or more  types of
transactions,  which may  include  block  transactions,  on the  American  Stock
Exchange,  in the  over-the-counter  market,  in negotiated  transactions,  or a
combination of these methods of sale, at market prices prevailing at the time of
sale, or at negotiated prices. These transactions may or may not involve brokers
or dealers.  The selling shareholders have advised us that they have not entered
into any agreements,  understandings  or arrangements  with any  underwriters or
broker-dealers regarding the sale of their securities.

     The selling shareholders may effect transactions by selling shares directly
to  purchasers,  through agents  designated  from time to time, or to or through
broker-dealers,  which may act as agents or principals. These broker-dealers may
receive compensation in the form of discounts,  concessions, or commissions from
the selling shareholders and/or the purchasers of shares for whom broker-dealers
may act as agents or to whom they sell as principal, or both (which compensation
as to a particular broker-dealer might be in excess of customary commissions).

     The selling shareholders and any broker-dealers that act in connection with
the sale of shares of common  stock might be deemed to be  underwriters,  within
the  meaning of Section  2(a)(11) of the  Securities  Act,  and any  commissions
received  by  broker-dealers  and any profit on the resale of the shares sold by
them while acting as principals might be deemed to be underwriting  discounts or
commissions  under the  Securities  Act. Audio Book Club has agreed to indemnify
some  of  the  selling  shareholders  against  certain  liabilities,   including
liabilities arising under the Securities Act. The selling shareholders may agree
to  indemnify  any  agent,   dealer  or  broker-dealer   that   participates  in
transactions  involving  sales of the  shares of common  stock  against  certain
liabilities, including liabilities arising under the Securities Act.

     Because selling  shareholders may be deemed to be underwriters,  within the
meaning of Section 2(a)(11) of the Securities Act, the selling shareholders will
be subject to the prospectus delivery  requirements of the Securities Act, which
may include  delivery  through the  facilities  of the American  Stock  Exchange
pursuant to Rule 153 under the Securities Act.

     Selling  shareholders  also may  resell  all or a portion  of the shares of
common  stock in open market  transactions  in reliance  upon Rule 144 under the
Securities Act,  provided they meet the criteria and conform to the requirements
of this rule.

                                 INDEMNIFICATION

     Our Articles of  Incorporation  and By-Laws provide that we shall indemnify
our  directors  and  officers to the  fullest  extent  permitted  by the Florida
Business  Corporation  Act. The Florida  Business  Corporation Act provides that
none of our  directors  or  officers  shall be  personally  liable  to us or our
shareholders  for  damages for breach of any duty owed to Audio Book Club or our
shareholders,  except for  liability for (i) acts or omissions not in good faith
or which involve intentional misconduct or a


                                      -18-
<PAGE>



knowing  violation of law,  (ii) any unlawful  payment of a dividend or unlawful
stock repurchase or redemption in violation of the Florida Business  Corporation
Act, (iii) any transaction from which the director received an improper personal
benefit or (iv) a violation of a criminal law.

     We have entered into indemnification agreements with some of our employees,
officers and consultants.  Under the terms of the indemnity agreements,  we have
agreed to indemnify,  to the fullest  extent  permitted  under  applicable  law,
against any amounts which the employee, officer or consultant may become legally
obligated  to pay in  connection  with  any  claim  arising  from  or out of the
employee,  officer  or  consultant  acting,  in  connection  with  any  services
performed by or on behalf of us and related expenses. Provided however, that the
employee,  officer  or  consultant  shall  reimburse  us for the  amounts if the
individual is found,  as finally  judicially  determined by a court of competent
jurisdiction, not to have been entitled to indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the SEC this  indemnification  is against  public  policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  these  liabilities,  other  than the  payment by us of
expenses incurred or paid by a director,  officer or controlling person of us in
the  successful  defense of any action,  suit or  proceeding  is asserted by the
director,  officer or controlling person in connection with the securities being
registered,  we will,  unless in the  opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question whether indemnification by it is against public policy as expressed
in the  Securities  Act and will be  governed by the final  adjudication  of the
issue.

                                  LEGAL MATTERS

     The legality of the shares of common stock  offered  hereby was passed upon
for Audio Book Club by Atlas,  Pearlman,  Trop & Borkson,  P.A., Ft. Lauderdale,
Florida.

                                     EXPERTS

     The  financial  statements  and the related  financial  statement  schedule
incorporated in this prospectus by reference from Audio Book Club, Inc.'s Annual
Report on Form 10-KSB as of and for the year ended  December  31, 1998 have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance  upon the report of such firm given upon their  authority as experts
in accounting and auditing.

     The financial  statements of Audio Book Club,  Inc. as of December 31, 1997
and for the year ended  December  31,  1997,  incorporated  by reference in this
prospectus  have  been  audited  by  KPMG  LLP,  independent   certified  public
accountants. Such financial statements have been incorporated herein in reliance
upon the  report of KPMG LLP and upon the  authority  of said firm as experts in
accounting and auditing.

     The financial statements of Radio Spirits, Inc. as of December 31, 1997 and
for the years then ended,  incorporated  in this  prospectus by reference to the
Current  Report on Form  8-K/A of Audio  Book  Club,  Inc.  for the event  dated
December 14, 1998 have been so incorporated in reliance on the report


                                      -19-
<PAGE>


of BD&A Certified Public Accountants,  Ltd., independent  accountants,  given on
the authority of said firm as experts in auditing and accounting.

     The audited carve-out financial  statements of The Columbia House Audiobook
Club as of December 19, 1997 and December 20, 1996 and for the years then ended,
incorporated in this prospectus by reference to the Current Report on Form 8-K/A
of Audio Book Club,  Inc.  for the event  dated  December  31, 1998 have been so
incorporated  in reliance on the report of  PricewaterhouseCoopers,  independent
accountants,  given on the  authority  of said firm as experts in  auditing  and
accounting.

     The audited financial  statements of Audio Books Direct as of June 30, 1998
and June 30, 1997 and for the years then ended,  incorporated  by reference from
Audio Book Club, Inc.'s form 8-K/A dated July 20, 1999 have been audited by KPMG
LLP,  independent  certified public accountants.  Such financial statements have
been  incorporated  herein  in  reliance  upon  the  report  of KPMG  LLP,  also
incorporated  by  reference,  and upon the  authority of said firm as experts in
accounting  and  auditing.  The  report  of KPMG  LLP  includes  an  explanatory
paragraph  stating  that  the  club has been  operated  as an  integral  part of
Doubleday Direct, Inc. and has no separate legal existence.


                         WHERE YOU CAN FIND INFORMATION

     Audio  Book Club has filed  with the SEC,  a  Registration  Statement  with
respect to the securities offered by this prospectus. This prospectus,  filed as
part of such Registration Statement, does not contain all of the information set
forth in, or annexed as exhibits  to, the  Registration  Statement,  portions of
which have been omitted in accordance with the rules and regulations of the SEC.
For  further  information  with  respect to Audio  Book Club and this  offering,
reference  is made  to the  Registration  Statement,  including  exhibits  filed
therewith,  which  may be read and  copied  at the SEC at Room  1024,  Judiciary
Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  and at its regional
offices: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7
World Trade Center,  13th Floor, New York, New York 10048. You can obtain copies
of these materials at prescribed rates from the Public Reference Room of the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Our  electronic  filings  made  through  the SEC's  electronic  data  gathering,
analysis and retrieval system are publicly available through the SEC's worldwide
web site (http://www.sec.gov).


                                      -20-
<PAGE>


================================================================================

     We have not authorized any dealer, sales person or any other person to give
any information or to represent  anything not contained in this prospectus.  You
must not rely on any unauthorized information. This prospectus does not offer to
sell or buy any securities in any jurisdiction where it is unlawful.


                                TABLE OF CONTENTS
                                                                           Page
Incorporation of Certain Documents
  by Reference............................................................   2
The Company...............................................................   4
Recent Developments.......................................................   5
Risk Factors..............................................................   7
Special Information Regarding
  Forward Looking Information.............................................  14
Use of Proceeds...........................................................  14
Description of Capital Stock..............................................  14
Shareholders for Which Shares
  are Being Registered for Sale...........................................  16
Plan of Distribution......................................................  18
Indemnification...........................................................  18
Legal Matters.............................................................  19
Experts...................................................................  19
Where You Can Find Information............................................  20


================================================================================



================================================================================

                                1,199,938 Shares

                                  Common Stock



                              AUDIO BOOK CLUB, INC.








                                  -------------

                                   PROSPECTUS
                                  -------------







                                  _____ , 1999


================================================================================


<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.  Other Expenses of Issuance and Distribution*.

     The following are the estimated  expenses of the issuance and  distribution
of the securities being registered, all of which will be paid by the Registrant:

SEC registration fee                                                 $  4,586.77

Printing expenses                                                       3,500.00

Legal fees and expenses                                                50,000.00

Accounting fees and expenses                                           50,000.00

Miscellaneous                                                          10,000.00
                                                                     -----------

        Total                                                        $118,086.77
                                                                     ===========

- ----------

*    All amounts are estimated except the first item.

Item 15.  Indemnification of Directors and Officers.

     The Florida Business Corporation Act (the "Florida Act") contain provisions
entitling  the  Registrant's  directors  and  officers to  indemnification  from
judgments,  settlements,  penalties,  fines, and reasonable  expenses (including
attorney's  fees) as the result of an action or  proceeding in which they may be
involved by reason of having been a director  or officer of the  Registrant.  In
its Articles of  Incorporation,  the  Registrant  has included a provision  that
limits, to the fullest extent now or hereafter permitted by the Florida Act, the
personal  liability of its directors to the Registrant or its  shareholders  for
monetary  damages arising from a breach of their fiduciary  duties as directors.
Under the Florida Act as currently in effect, this provision limits a director's
liability except where such director breaches a duty. The Company's  Articles of
Incorporation  and By-Laws  provide that the Company shall  indemnify,  and upon
request  shall  advance  expenses to, its  directors and officers to the fullest
extent  permitted by the Florida Act. The Florida Act provides  that no director
or officer  of the  Company  shall be  personally  liable to the  Company or its
shareholders  for  damages  for  breach of any duty owed to the  Company  or its
shareholders,  except for  liability for (i) acts or omissions not in good faith
or which involve intentional  misconduct or a knowing violation of law, (ii) any
unlawful  payment of a dividend or unlawful  stock  repurchase  or redemption in
violation  of the Florida  Act,  (iii) any  transaction  from which the director
received an improper  personal  benefit or (iv) a violation  of a criminal  law.
This provision does not prevent the Registrant or its shareholders  from seeking
equitable  remedies,  such as  injunctive  relief or  rescission.  If  equitable
remedies are found not to be available to shareholders  in any particular  case,
shareholders  may not  have  any  effective  remedy  against  actions  taken  by
directors that constitute negligence or gross negligence.


                                      II-1
<PAGE>


     Our  company has  entered  into  indemnification  agreements  with  certain
employees,  officers  and  consultants.  Pursuant to the terms of the  indemnity
agreements, our company has agreed to indemnify, to the fullest extent permitted
under  applicable  law,  against  any  amounts  which the  employee,  officer or
consultant  may become  legally  obligated to pay in  connection  with any claim
arising from or out of the employee, officer or consultant acting, in connection
with any services  performed by or on behalf of our company and certain expenses
related  thereto.  Provided  however,  that the employee,  officer or consultant
shall reimburse our company for such amounts if the such individual is found, as
finally judicially determined by a court of competent jurisdiction,  not to have
been entitled to such indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1993,  as amended  (the  "Securities  Act") may be  permitted  to  directors,
officers  and  controlling  persons of the  Registrant  pursuant  to any charter
provision, by-law, contract,  arrangement,  statute or otherwise, the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
(the "Commission") such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.


Item 16.  Exhibits

     (a) Exhibits

Exhibit                Description
Number

 5              Opinion of Atlas, Pearlman, Trop & Borkson, P.A.  as to the
                legality of the securities being registered (1)

 23.1           Consent of Deloitte & Touche LLP (1)

 23.2(a)        Consent of KPMG LLP (1)

 23.2(b)        Consent of KPMG LLP (1)

 23.3           Consent of BD&A Certified Public Accountants, Ltd. (1)

 23.4           Consent of PricewaterhouseCoopers LLP (1)

 23.5           Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in
                opinion filed as Exhibit 5 (1)

 24             Power of Attorney, included in the signature page of this
                Registration Statement



                                      II-2
<PAGE>


- ------------

(1)  Filed herewith.


Item 17.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post- effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act; and

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high and of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however,  that  paragraphs  (i) and (ii)  above  do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 and  Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in the registration statement.

     (2) That,  for purposes of determining  any liability  under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new registration statement relating to the


                                      II-3
<PAGE>


securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (5) That,  insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                      II-4

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  of  filing  on Form  S-3 and has  duly  caused  this  registration
statement  to be signed on its  behalf by the  undersigned,  in the City of Boca
Raton, State of Florida, on the 27th day of July, 1999.

                                      AUDIO BOOK CLUB, INC.

                                  By: /s/ Norton Herrick
                                      ------------------------------------------
                                      Norton Herrick, Co-Chief Executive Officer

     Each person whose signature  appears below hereby authorizes each of Norton
Herrick  and  Michael  Herrick  or  either  of  them  as  his  true  and  lawful
attorney-in-fact  with full power of  substitution to execute in the name and on
behalf of each person,  individually  and in each capacity stated below,  and to
file, any and all amendments to this Registration  Statement,  including any and
all post-effective amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-3 was signed by the  following  persons in the
capacities and on the dates indicated:

  Signature                      Title                                Date
  ---------                      -----                                ----

/s/ Norton Herrick    Director, Chairman of the Board             July  27, 1999
- -------------------   and Co-Chief Executive Officer
 Norton Herrick       (Principal Executive Officer)


/s/ Michael Herrick   Director and Co-Chief Executive Officer     July  27, 1999
- -------------------
 Michael Herrick

/s/ Howard Herrick    Director and Executive Vice                 July  27, 1999
- -------------------   President
 Howard Herrick

/s/ Jesse Faber       Director and President                      July  27, 1999
- -------------------
 Jesse Faber

/s/ John Levy         Executive Vice President and Chief          July  27, 1999
- -------------------   Financial Officer (Principal Financial
 John Levy            and Accounting Officer)

                      Director                                    July  27, 1999
- -------------------
 Carl Wolf

                      Director                                    July  27, 1999
- -------------------
 Roy Abrams






                                    Exhibit 5


                [letterhead of Atlas, Pearlman, Trop & Borkson]


                                                                   July 26, 1999

Audio Book Club, Inc.
2295 Corporate Boulevard, N.W.
Suite 222
Boca Raton, Florida 33431

           Re: Audio Book Club, Inc. (the "Company")
           Registration Statement on Form S-3

Dear Sir/Madam:

     We refer to the Registration Statement (the "Registration Statement") filed
by Audio  Book  Club,  Inc.,  a Florida  corporation,  with the  Securities  and
Exchange  Commission under the Securities Act of 1933, as amended, in connection
with the sale of up to 1,199,940  shares of Common Stock, no par value per share
(the  "Shares"),  as set forth in the  above  Registration  Statement,  of which
590,000  shares have been  previously  issued (the "Issued  Shares") and 609,940
shares (the  "Conversion  Shares") are  issuable  upon  exercise of  outstanding
options ("Options") or warrants  ("Warrants"),  including 475,000 warrants which
the Company may be obligated to issue.

     In our capacity as counsel to the Company, we have examined the original or
certified  copies of all such  records of the Company  and all such  agreements,
certificates of public officials, certificates of officers or representatives of
the  Company  and  others,  and such other  documents  as we deem  relevant  and
necessary as a basis for the opinions hereinafter expressed. In such examination
we have assumed the genuineness of all signatures on original  documents and the
conformity to original  documents of all copies  submitted to us as conformed or
photostat copies. As to various questions of fact material to such opinions,  we
have relied upon statements or certificates of officials and  representatives of
the Company and others.

Based upon the foregoing, it is our opinion that:

1.   The Company is a corporation  duly organized and validly existing under the
     laws of the State of Florida.

2.   The Shares  offered  for the account of the  Selling  Shareholders,  as set
     forth in the Registration Statement, have been duly and validly authorized.


                                      II-6
<PAGE>


3.   The Issued Shares have been duly and validly  issued and are fully paid and
     non-assessable.

4.   The Conversion Shares,  when sold, paid for and issued upon exercise of the
     Options or Warrants,  as the case may be, in accordance with the respective
     terms  thereof,  will be  duly  and  validly  issued  and  fully  paid  and
     non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration  Statement.  We also  hereby  consent  to the use of our name under
"Legal  Matters"  in  the  Prospectus  constituting  part  of  the  Registration
Statement.

                                       Very truly yours,


                                       ATLAS, PEARLMAN, TROP & BORKSON, P.A.

                                       /s/ Atlas, Pearlman, Trop & Borkson, P.A.


                                      II-7



                                                                    Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
Audio Book Club, Inc. on Form S-3, expected to be filed on July 26, 1999, of our
report  dated March 22, 1999,  appearing in the Annual  Report on Form 10-KSB of
Audio Book Club,  Inc. for the year ended December 31, 1998 and to the reference
to us under  the  heading  "Experts"  in the  Prospectus,  which is part of this
Registration Statement.


/s/ Deloitte & Touche LLP

Parsippany, New Jersey
July 23, 1999


                                      II-8



                                                                 Exhibit 23.2(a)

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Audio Book Club, Inc.:


We  consent  to the use of our  report  dated  March 13,  1998,  related  to the
financial  statements  of Audio Book Club,  Inc. as of December 31, 1997 and for
the year then ended,  incorporated  herein by reference  and to the reference to
our firm under the heading "Experts" in the registration statement.


                                                 /s/ KPMG LLP

New York, New York
July 26, 1999


                                      II-9




                                                                 Exhibit 23.2(b)


                        CONSENT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
Doubleday Direct, Inc.:

We consent to the  incorporation by reference in the  registration  statement on
Form S-3 of Audio Book Club,  Inc.  of our report  dated  March 12,  1999,  with
respect to the balance sheets of Audio Books Direct, a wholly-owned operation of
Doubleday  Direct,  Inc.  (the  "Club"),  as of June 30, 1998 and 1997,  and the
related  statements of operations,  divisional  deficit,  and cash flows for the
years then  ended,  which  report  appears in the Form 8-K/A of Audio Book Club,
Inc. dated July 20, 1999. Our report includes an explanatory  paragraph  stating
that the Club has been  operated as an integral part of Doubleday  Direct,  Inc.
and has no separate  legal  existence.  We also consent to the  reference to our
firm under the heading "Experts" in the registration statement.

/S/ KPMG LLP


New York, New York
July 26, 1999


                                      II-10



                                                                    Exhibit 23.3

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Audio Book Club, Inc.
Boca Raton, Florida

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-3 of Audio Book Club,  Inc. of our report dated November 20,
1998 relating to the financial statements of Radio Spirits,  Inc. as of December
31,  1997 and for the year then  ended  appearing  in Audio  Book  Club,  Inc.'s
Current Report on Form 8-K/A for the event dated December 14, 1998.


/s/ BD&A Certified Public Accountants, Ltd.

Elmhurst, Illinois
July 23, 1999


                                      II-11


                                                                    Exhibit 23.4

                       Consent of Independent Accountants


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-3 of our report on the carve-out financial statements of The
Columbia  House Company  Audiobook Club dated December 30, 1998 which appears in
the Audio Book Club,  Inc.'s  Current Report on Form 8-K/A dated April 27, 1999.
We also  consent to the  reference  to us under the  heading  "Experts"  in such
Registration Statement.


/s/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP

New York, New York
July 27, 1999


                                      II-12


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