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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:
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL
AMOUNT OF PRICE PER WHERE AND
CONVERTIBLE CONVERTIBLE HOW
NAME DATE DEBENTURES DEBENTURE EFFECTED
<S> <C> <C> <C> <C>
Martin 9/18/96 $10,000 $695 AMEX
Novick
Martin 9/20/96 $19,000 $695 AMEX
Novick
</TABLE>
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES.
None.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
There have been no persons employed, retained or to be
compensated to make solicitations or recommendations in
connection with the Exchange Offer.
ITEM 7. FINANCIAL INFORMATION.
(a)(1) Audited financial statements of the Company for the
two most recent fiscal years are included in the Company's 1995
Annual Report to Stockholders (which are incorporated by
reference in the Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1995 filed with the Securities and
Exchange Commission, constituting pages 30 through 74, inclusive
thereof and are incorporated herein by reference). A copy of
pages 30 through 74, inclusive, of the Company's Annual Report on
Form 10-K is annexed hereto as Exhibit 99.(a)(vi).
(a)(2) Unaudited balance sheets and comparative year-to-
date statements of operations and cash flows and related earnings
or loss per share amounts at August 31, 1996 and for the nine-
month period then ended are included on pages 3 through 20,
inclusive, in the Company's quarterly report on Form 10-Q for the
quarter ended August 31, 1996, and are incorporated herein by
reference. A copy of pages 3 through 20, inclusive, of the
Form 10-Q is annexed hereto as Exhibit 99.(a)(vii).
(a)(3) The information under the heading "Summary Selected
Consolidated Financial Data -- Summary Selected Historical
Financial and Operational Data" in the Offering Circular is
incorporated herein by reference.
(a)(4) See the response to Item 7(a)(3) above.
(b)(1)-(3) The information under the heading "Pro Forma
Financial Data" in the Offering Circular is incorporated herein
by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The Class A Common Stock issued upon exchange of
Convertible Debentures will be issued by the Company in reliance
on the exemption from the registration requirements of the
Securities Act of 1933, as amended, provided in Section 3(a)(9)
thereof. The Company believes that the Class A Common Stock
issued by the Company to Debentureholders not deemed affiliates
(as defined under Rule 144 of the Securities Act of 1933, as
amended) upon the exchange of Convertible Debentures will be
freely tradable by such Debentureholders because such Convertible
Debentures have been registered pursuant to an effective
registration statement under the Securities Act of 1933, as
amended. Debentureholders deemed affiliates will be subject to
the restrictions contained in Rule 144.
(c) The information under the heading "Risk Factors --
Effect of Exchange Offer on Unconverted Securities" in the
Offering Circular is incorporated herein by reference.
(d) Not applicable.
(e) Additional material information is set forth in (i) the
Offering Circular and related Letter of Transmittal which are
attached hereto as Exhibits 99.(a)(i) and 99.(a)(ii),
respectively, and (ii) Supplement No. 1 to the Offering Circular,
dated October 30, 1996, and such material information is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
99.(a)(i) - Form of Offering Circular dated October 18, 1996.*
99.(a)(ii) - Form of Letter of Transmittal along with guidelines
for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
99.(a)(iii)- Form of Letter from the Company to Brokers, Dealers
and Nominees.*
99.(a)(iv) - Form of Letter from Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees to Clients.*
99.(a)(v) - Form of Notice of Guaranteed Delivery.*
99.(a)(vi) - Copies of the Report of Independent Auditors and
Audited Financial Statements of the Company's
1995 Annual Report to Stockholders (which are
incorporated by reference in the Company's Annual
Report on Form 10-K, for the fiscal year ended
November 30, 1995) constituting pages 30 through
74, inclusive.*
99.(a)(vii)- Copies of unaudited balance sheets and comparative
year-to-date statements of operations and cash
flows and related earnings (loss) per share
amounts constituting pages 3 through 20,
inclusive, of the Company's Quarterly Report on
Form 10-Q for the quarter ended August 31, 1996.*
99.(a)(viii)-Unaudited pro forma data showing the effect of the
conversion of $65,000,000 aggregate principal
amount of Convertible Debentures for the Class A
Common Stock for the year ended November 30, 1995
and for the nine months ended August 31, 1996, on
the Company's balance sheet, statement of
operations, loss per share amounts, ratio of
earnings to fixed charges and book value as of
its most recent fiscal year and latest interim
period (which is set forth in Exhibit 99.(a)(i)
above under the heading "Pro Forma Financial
Data").*
99.(a)(ix) - Press Release, dated October 17, 1996.*
99.(a)(x) Letter to holders of Convertible Debentures, dated
October 18, 1996.*
99.(a)(xi) - Consent of KPMG Peat Marwick LLP.*
99.(a)(xii)- Supplement No. 1 to Offering Circular, dated October
30, 1996. *
99.(a)(xiii)-Press Release, dated November 5, 1996.
99.(a)(xiv)- Letters to holders of Convertible Debentures, dated
November 7, 1996.
99.(b) - Not applicable.
99.(c) - None.
99.(d) - None.
99.(e) - Not applicable.
99.(f) - None.
* Previously filed.
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: November 13, 1996
AUDIOVOX CORPORATION
By: /s/ John J. Shalam
-------------------------
Name: John J. Shalam
Title: President and
Chief Executive Officer
EXHIBIT INDEX
SEQUENTIAL
NUMBER EXHIBIT PAGE NUMBER
99.(a)(i) -Form of Offering Circular dated
October 18, 1996*.......................
99.(a)(ii) -Form of Letter of Transmittal
along with guidelines for
Certification of Taxpayer
Identification Number on Substitute
Form W-9.*.............................
99.(a)(iii) -Form of Letter from the Company to
Brokers, Dealers and Nominees.*........
99.(a)(iv) -Form of Letter from Brokers, Dealers,
Commercial Banks, Trust Companies
and Nominees to Clients.*..............
99.(a)(v) -Form of Notice of Guaranteed
Guaranteed Delivery.*
99.(a)(vi) -Copies of the Report of Independent
Auditors and Audited Financial
Statements of the Company's 1995
Annual Report to Stockholders (which
are incorporated by reference in
the Company's Annual Report on Form
10-K, for the fiscal year ended
November 30, 1995, constituting
pages 30 through 74, inclusive).*......
99.(a)(vii) -Copies of unaudited balance sheets
and comparative year-to-date
statements of operations and
cash flows and related earnings
(loss) per share amounts constituting
pages 3 through 20, inclusive, of
the Company's Quarterly Report on
Form 10-Q for the quarter ended
August 31, 1996.*......................
99.(a)(viii)-Unaudited pro forma data showing
the effect of the conversion of
$65,000,000 aggregate principal
amount of Convertible Debentures
for the Class A Common Stock for
the year ended November 30, 1995 and
for the nine months ended August 31,
1996, on the Company's balance sheet,
statement of operations, loss per
share amounts, ratio of earnings to
fixed charges and book value as of
its most recent fiscal year and
latest interim period (which is set
forth in Exhibit 99.(a)(i) above
under the heading "Pro Forma
Financial Data").*.....................
99.(a)(ix) -Press Release, dated October
17, 1996.*.............................
99.(a)(x) -Letter to holders of Convertible
Debentures, dated October 18, 1996.*...
99.(a)(xi) -Consent of KPMG Peat Marwick LLP.*.....
99.(a)(xii) -Supplement No. 1 to Offering
Circular, dated October 30, 1996 * ......
99.(a)(xiii)-Press Release, dated November
5, 1996................................
99.(a)(xiv) -Letter to holders of Convertible
Debentures, dated November 7, 1996.....
99.(b) -Not applicable.
99.(c) -None
99.(d) -None.
99.(e) -Not applicable.
99.(f) -None.
*Previously filed
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.
