SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
(Name
of
Issuer)
COMMON
STOCK
(Title
of
Class of Securities)
Howson
Tattersall Investment Counsel Limited
Attn:
Judith George
70
University Avenue, Suite 1100
Toronto,
Ontario
Canada
M5J 2M4
Telephone:
(416) 227-1617
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. o
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see
the
Notes).
CUSIP
No.
050757103
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1.
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Names
of Reporting Persons Howson
Tattersall Investment Counsel Limited
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group ( See
Instructions)
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(a)
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o
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(b)
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o
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Not
applicable.
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3.
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SEC
Use Only:
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4.
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Source
of Funds (See Instruction): OO
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e): o
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Not
applicable.
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6.
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Citizenship
or Place of Organization: Canadian
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Number
of Shares Beneficially by Owned by Each Reporting Person
With:
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7.
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Sole
Voting Power:
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8.
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Shared
Voting Power:
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Nil
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9.
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Sole
Dispositive Power:
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10.
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Shared
Dispositive Power:
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Nil
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting
Person: 1,508,075
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ( See Instructions
): o
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13.
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Percent
of Class Represented by Amount in Row (11): 7.3%
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14.
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Type
of Reporting Person ( See
Instructions):
IA
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ITEM
1.
SECURITY
AND ISSUER
The
name
of the issuer is Audiovox Corporation, a Delaware corporation (the “Issuer”).
The address of the Issuer’s office is 180 Marcus Boulevard, Hauppauge, New York
11788. This statement on Schedule 13D relates to the Issuer’s common stock (the
“Shares”).
ITEM
2.
IDENTITY
AND BACKGROUND
Name:
This
statement is filed by Howson Tattersall Investment Counsel Limited (the
“Reporting Person”), a Canadian corporation organized under the laws of the
Canada
Business Corporations Act.
Residence
or Business Address:
70
University Avenue, Suite 1100, Toronto, Ontario Canada M5J 2M4
Present
Principal Occupation or Employment:
The
principal business of the Reporting Person, an investment advisor, is to invest
funds on a discretionary basis on behalf of investment companies, sub-advised
accounts and individually managed separate accounts.
Criminal
Proceedings:
During
the last five years, the Reporting Person has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
Civil
Proceedings:
During
the last five years, the Reporting Person has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction where,
as a result of such proceeding, there was or is a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Citizenship:
The
Reporting Person is a Canadian corporation organized under the laws of the
Canada
Business Corporations Act.
CUSIP
No.
050757103
ITEM
3.
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
amount of funds used to purchase the 1,508,075 Shares beneficially owned
by the
Reporting Person was approximately $18,825,883.44. The source of the funds
used
for the purchase of such Shares was investment funds of clients of the Reporting
Person.
No
borrowed funds were used to purchase the Shares.
ITEM
4.
PURPOSE
OF TRANSACTION
The
purpose or purposes of the acquisition of the Shares by the Reporting Person
was
for investment purposes. Depending on market conditions and other factors,
the
Reporting Person may acquire additional shares of the Issuer's common stock
as
it deems appropriate, whether in open market purchases, privately negotiated
transactions or otherwise. The Reporting Person also reserves the right to
dispose of some or all of the Shares in the open market, in privately negotiated
transactions to third parties or otherwise.
Except
as
otherwise disclosed herein, Reporting Person has no current plans or proposals
that relate to or would result in:
(a)
the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer;
(b)
any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c)
a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries;
(d)
any change in the present board
of directors or management of the Issuer, including any plans or proposals
to
change the number or term of directors or to fill any existing vacancies on
the
board;
(e)
any material change in the
present capitalization or dividend policy of the Issuer;
(f)
any other material change in the
Issuer's business or corporate structure including, but not limited to, if
the
Issuer is a registered closed-end investment company, any plans or proposals
to
make any changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
(g)
changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
acquisition of control of the Issuer by any person;
(h)
causing a class of securities of
the Issuer to be delisted from a national securities exchange or to cease to
be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i)
a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j)
any action similar to any of
those enumerated above.
ITEM
5.
INTEREST
IN SECURITIES OF THE ISSUER
The
filing of this statement by the Reporting Person shall not be construed as
an
admission that the Reporting Person is, for the purposes of Section 13(d) or
13(g) of the Act, the beneficial owner of any securities covered by the
statements herein.
(a)
For the purposes of this
statement, the Reporting Person is reporting herein that as of the date hereof,
the Reporting Person was the beneficial owner of 1,508,075 shares (that is,
7.3%, based upon the 20,594,000 common shares of the Issuer outstanding as
of
August 31, 2008) of the Issuer's common stock.
(b)
For the purposes of this
statement, the Reporting Person is reporting herein that as of the date hereof,
the Reporting Person had the sole power to vote or to direct the voting of,
or
to dispose or to direct the disposition of, 1,508,075 shares (that is, 7.3%)
of
the Issuer's common stock.
(c)
The Reporting Person has not
effected any transaction in the shares of common stock of the Issuer in the
past
sixty days.
(d)
As of the date hereof, to the
best knowledge and belief of the undersigned, no person other than the Reporting
Person had the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Issuer's equity
securities.
(e)
Not applicable.
ITEM
6.
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE
ISSUER
Except
as
set forth above or set forth in the exhibits, there are no contracts,
arrangements, understandings or relationships between Reporting Persons and
any
other person with respect to any securities of the Issuer.
ITEM
7.
MATERIAL
TO BE FILED AS EXHIBITS
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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Dated:
September 24, 2008.
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HOWSON
TATTERSALL INVESTMENT
COUNSEL
LIMITED
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By:
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/s/
Judith George
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Name: |
Judith George |
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Title: |
General Counsel and Corporate Secretary |