EXHIBIT 26A

(Senate Small Business Committee's Minority Counsel's Exhibit No. 1: Prospectus and Registration Statement of Automatic Radio Mfg. Co., Inc. dated February 4, 1969.)

380,100 Shares

Automatic Radio Mfg. Co., Inc.

Common Stock

($1 par value)

Of the above shares 200,000 are being purchased by the Underwriters from the Company and the remainder from certain Selling Stockholders (see "Principal and Selling StockHOLDERS"). The Company will receive no part of the proceeds from the sale of the shares being sold by the Selling Stockholders.

The Company's Common Stock is listed on the American Stock Exchange. The last reported sale on such Exchange on February 3, 1969 was at a price of $24.50.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

(1) Before deducting expenses estimated at $70,000 payable by the Company and $47,000 payable by certain of the Selling Stockholders.

The shares of Common Stock are offered by the Underwriters named herein subject to prior sale, to withdrawal, cancellation or modification of the offer without notice, to the approval of Englander, Englander & Englander, counsel for the Company and the Selling Stockholders, of Brown, Wood, Fuller, Caldwell & Ivey, special counsel for the Company, and of Carter, Ledyard & Milburn, counsel for the Underwriters, and to certain further conditions.

Francis I. duPont, A. C. Allyn, Inc.

The date of this Prospectus is February 4, 1969

Until March 17, 1969 (40 days after the date of this prospectus) all dealers effecting transactions in
the registered securities, whether or not participating in this distribution, may be required to deliver a
prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as under-
writers and with respect to their unsold allotments or subscriptions.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
HE COMMON STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED
IN THE AMERICAN STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COM.
-IENCED, MAY BE DISCONTINUED AT ANY TIME.

'THE COMPANY

Automatic Radio was founded as a pioneer maker of radios for automobiles nearly half a century ago by David Housman (still an active major officer) and his brother. It has been continuously engaged in that and related activities since 1920.

In the late 1950's and during the 1960's, certain automobile manufacturers increased their activities to obtain a greater share of the automobile radio market for themselves and their subsidiaries and franchisees which made existence more difficult for successful independents like the Company.

Following a bitter struggle for survival during which some losses were experienced, the Company made a comeback by creating new products which returned it to profitable operations in 1965.

The new products consisted principally of a line of stereo sound systems including 4 and 8 track stereo tape players and AM/FM and FM Multiplex tuner cartridges and related items, primarily for automobiles. These products now account for about 50% of the Company's sales.

As part of this effort the Company also established an air-conditioning and refrigeration business for transportation use which now provides about 10% of sales. It is striving for further penetration of this market with a number of products, some of them still in the experimental stage. Automobile radios now provide about a quarter of total sales, more than one-half of them being "after-market” sales to retailers.

Additionally the Company manufactures and distributes tractor and marine radios and antennas. Wallfrin Industries, Inc., a recent acquisition, markets ornamental automotive accessories which amount to 7% of consolidated sales.

As used in this Prospectus, the "Company" refers to Automatic Radio Mfg. Co., Inc., its predecessor and subsidiaries, unless the context indicates otherwise. Automatic Radio Mfg. Co., Inc. was incorporated in 1924 in the Commonwealth of Massachusetts and has its principal executive offices in Melrose, Massachusetts, a suburb of Boston. After giving effect to this offering and the acquisition of Wallfrin Industries, Inc. (hereinafter described), David Housman, members of his family as a group and trusts for their benefit will own approximately 54% of the outstanding Common Stock of the Company. See "Principal and Selling StockholDERS".

APPLICATION OF PROCEEDS

Of the net proceeds from the 200,000 shares of Common Stock being sold by the Company (estimated at approximately $4,530,000), a portion thereof will be used to pay in full the $2,500,000 short-term bank loans of the Company, and approximately $400,000 will be used for enlargement of the Company's main manufacturing plant and principal executive offices. Such short-term bank borrowings have been incurred from time to time for general corporate purposes, including the financing of inventories and the financing of accounts receivable. Additional borrowings, either long-term or short-term, may be incurred from time to time as required by the Company's business. The balance will be added to the general funds of the Company and will be available for additions to working capital and other corporate needs, including the financing of inventories and accounts receivable as referred to above. See “BUSINESS”.

CAPITALIZATION

The capitalization of the Company at December 31, 1968, and as adjusted to give effect to (1) amendments to the Company's Articles of Organization authorizing 100,000 shares of Preferred Stock, $100 par value, issuable in series, and increasing the authorized Common Stock, $1 par value, from 3,000,000 shares to 6,000,000 shares; (2) the creation by the Board of Directors of a series of 11,000 shares of 2% Cumulative Convertible Voting Preferred Stock; (3) the issuance of 200,000 shares of Common Stock offered hereby; and (4) the issuance of 71,000 shares of Common Stock and the 11,000 shares of 2% Cumulative Convertible Voting Preferred Stock in exchange for the outstanding capital stock of Wallfrin Industries, Inc., is as follows:

(1) Bearing interest at rates varying from 4% to 5% above the current prime rate. These borrowings have been incurred from time to time for general corporate purposes.

(2) Includes payments due within one year. See Note 6 to Financial Statements for payment requirements and other details.

(3) Convertible at any time after the date of issue at the rate of four shares of Common Stock for each share of the 2% Series, subject to adjustment in the event of a Common Stock split or stock dividends.

(4) Includes 40,164 shares of Common Stock (subject to adjustment upon certain events) reserved for the Company's stock option program (see "Stock Options"); 40,000 shares subject to issuance under an agreement for a joint venture (see Note 7 to Financial Statements); 44,000 shares initially reserved for conversion of the 2% series of preferred stock; and a maximum of 53,000 shares of Common Stock contingently issuable in connection with the cquisition of Wallfrin Industries, Inc. (see "BUSINESS-Recent Developments").

(8) Does not include $9,977 shares held in the Company's treasury.

See Note 7 to Financial Statements for information concerning the extent of the Company's obligaLions under leases on real property.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The following table sets forth the reported high and low sales prices of the Common Stock of the Company on the American Stock Exchange, as reported by Standard & Poor's Corporation:

The reported closing price of the Common Stock on January 27, 1969 was 251⁄4 per share.

The Company has followed a policy of retaining its earnings for operating capital and expansion, and has never declared or paid any cash dividends on its Common Stock. In 1961 and 1963, 4% Common Stock dividends were paid.

While the payment of dividends will be at the discretion of the Board of Directors and will depend, among other things, upon earnings, capital requirements and financial condition, the Company presently expects to continue its policy of using all funds available from earnings to finance the development of its business. This policy of retaining earnings will be continued for so long as it is deemed by the Board of Directors to be in the best interests of the Company.

AUTOMATIC RADIO MFG. CO., INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED INCOME

The following statement of consolidated income of Automatic Radio Mfg. Co., Inc. (Company) and its consolidated subsidiaries has been prepared to include Wallfrin Industries, Inc. (Wallfria) from October 1, 1963 on a pooling of interests basis (see Note (a)). This statement for the three years ended September 30, 1968 has been examined by Haskins & Sells, independent certified public accountants, to the extent stated in their opinion which appears elsewhere in this Prospectus. Such opinion is based in part on the reports of other accountants. The statement of consolidated income for the three months ended December 31, 1967 and 1968 is unaudited but, in the opinion of the Company, all adjustments (which comprise only normal recurring accruals) necessary for a fair presentation of the results of operations for such periods have been included.