<PAGE>   1

                                                                       CONFORMED
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001       Commission File No. 333-27341

                           TELEX COMMUNICATIONS, INC.
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                           38-1853300
             --------                                           ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

            12000 PORTLAND AVENUE SOUTH, BURNSVILLE, MINNESOTA 55337

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       Registrant's telephone number, including area code: (952) 884-4051

                                ________________

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                       YES  X          NO
                                                          ------         ------

AS OF JULY 31, 2001 THERE WERE 110 SHARES OF TELEX COMMUNICATIONS, INC.,
$0.01 PAR VALUE, OUTSTANDING.

                        THIS DOCUMENT CONTAINS 24 PAGES.

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


<PAGE>   2


                        PART I. - - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                  Page(s)
<S>                                                                                               <C>
Item 1.  Financial Statements
Included herein is the following unaudited financial information:
Condensed Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000                   3
Condensed Consolidated Statements of Operations for the three and six month periods ended
June 30, 2001 and 2000                                                                            4
Condensed Consolidated Statements of Cash Flows for the six month periods ended
June 30, 2001 and 2000                                                                            5
Notes to Consolidated Financial Statements                                                        6-11
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations    12-18
Item 3.  Quantitative and Qualitative Disclosures About Market Risk                               19
</TABLE>


                         PART II. - - OTHER INFORMATION
<TABLE>
<CAPTION>
                                                                                                  Page
<S>                                                                                               <C>
Item 2.  Changes in Securities and Use of Proceeds                                                20
Item 6.  Exhibits and Reports on Form 8-K                                                         20-21
Signatures                                                                                        22
</TABLE>


                                       2
<PAGE>   3






PART I.           FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                           TELEX COMMUNICATIONS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                    JUNE 30,       DECEMBER 31,
                                                      2001             2000
                                                    --------       ------------
<S>                                                <C>               <C>
                                     ASSETS

Current assets:
      Cash and cash equivalents                    $   1,619         $   2,701
      Accounts receivable, net                        54,457            46,522
      Inventories                                     56,810            59,857
      Other current assets                             5,911             7,686
                                                   ---------         ---------
           Total current assets                      118,797           116,766

Property, plant and equipment, net                    39,463            40,870
Deferred financing costs, net                          8,408             8,438
Intangible and other assets, net                      56,077            57,656
                                                   ---------         ---------
                                                   $ 222,745         $ 223,730
                                                   =========         =========
</TABLE>


                      LIABILITIES AND SHAREHOLDER'S DEFICIT
<TABLE>
<S>                                                <C>               <C>
Current liabilities:
      Revolving lines of credit                    $  25,902         $  27,539
      Current maturities of long-term debt            31,370            33,476
      Accounts payable                                18,498            13,100
      Accrued wages and benefits                       6,741             7,323
      Accrued interest                                 6,859             5,769
      Other accrued liabilities                       13,055            12,686
      Income taxes payable                             9,671             9,425
                                                   ---------         ---------
           Total current liabilities                 112,096           109,318

Long-term debt                                       294,868           279,186
Other long-term liabilities                           10,796            10,655
                                                   ---------         ---------
           Total liabilities                         417,760           399,159
                                                   ---------         ---------

Shareholder's deficit:
      Common stock and capital in excess of par        3,147             3,147
      Accumulated other comprehensive loss            (8,661)           (6,508)
      Accumulated deficit                           (189,501)         (172,068)
                                                   ---------         ---------
           Total shareholder's deficit              (195,015)         (175,429)
                                                   ---------         ---------
                                                   $ 222,745         $ 223,730
                                                   =========         =========
</TABLE>

The accompanying notes are an intergral part of these consolidated financial
statements.


                                       3
<PAGE>   4



                           TELEX COMMUNICATIONS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED       SIX MONTHS ENDED
                                                        --------------------    --------------------
                                                        JUNE 30,    JUNE 30,    JUNE 30,    JUNE 30,
                                                          2001        2000        2001        2000
                                                        --------    --------    --------    --------
<S>                                                     <C>         <C>         <C>         <C>
Net sales                                               $ 76,127    $ 85,278    $148,444    $168,577
Cost of sales                                             46,492      51,623      91,684     102,827
                                                        --------    --------    --------    --------
                  Gross profit                            29,635      33,655      56,760      65,750
                                                        --------    --------    --------    --------
Operating expenses:
     Engineering                                           3,289       3,560       6,797       7,033
     Selling, general and administrative                  21,783      22,182      44,503      42,785
     Corporate charges                                       429         429         858         858
     Amortization of goodwill and other intangibles          500         515       1,007       1,030
     Restructuring charges                                   915       9,703         915       9,703
                                                        --------    --------    --------    --------
                                                          26,916      36,389      54,080      61,409
                                                        --------    --------    --------    --------
                  Operating profit (loss)                  2,719      (2,734)      2,680       4,341

Interest expense, net                                     10,085       8,178      19,493      17,689
Other income                                                (306)     (2,879)       (516)    (10,190)
                                                        --------    --------    --------    --------
Loss before income taxes                                  (7,060)     (8,033)    (16,297)     (3,158)
Provision for income taxes                                   619         482       1,136       1,381
                                                        --------    --------    --------    --------
                  Net loss                              $ (7,679)   $ (8,515)   $(17,433)   $ (4,539)
                                                        ========    ========    ========    ========

</TABLE>


The accompanying notes are an intergral part of these consolidated financial
statements.



                                       4
<PAGE>   5



                           TELEX COMMUNICATIONS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                               SIX MONTHS ENDED
                                                                             --------------------
                                                                             JUNE 30,    JUNE 30,
                                                                               2001        2000
                                                                             --------    --------
<S>                                                                          <C>         <C>
OPERATING ACTIVITIES:
      Net loss                                                               $(17,433)   $ (4,539)
      Adjustments to reconcile net loss to cash flows from operations:
           Depreciation and amortization                                        7,941       6,881
           Gain on sale of facilities, product lines and intangible assets        (80)       (973)
           Restructuring charges                                                  915       9,703
           Change in operating assets and liabilities                            (232)     (5,510)
           Change in long-term liabilities                                         33         586
           Other, net                                                             612        (297)
                                                                             --------    --------
      Net cash (used in) provided by  operating activities                     (8,244)      5,851
                                                                             --------    --------
INVESTING ACTIVITIES:
      Additions to property, plant and equipment                               (3,912)     (5,923)
      Other                                                                       191         450
                                                                             --------    --------
      Net cash used in investing activities                                    (3,721)     (5,473)
                                                                             --------    --------
FINANCING ACTIVITIES:
      Borrowings (repayments) under revolving lines of credit, net             (1,313)      3,153
      Repayment of long-term debt                                              (5,366)     (4,240)
      Borrowings of long-term debt                                             18,942         964
      Payments of deferred financing costs                                     (1,349)          -
                                                                             --------    --------
      Net cash provided by (used in) financing activities                      10,914        (123)
                                                                             --------    --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS:                     (31)        (44)
                                                                             --------    --------
CASH AND CASH EQUIVALENTS:
      Net increase (decrease)                                                  (1,082)        211
      Beginning of period                                                       2,701       3,239
                                                                             --------    --------
      End of period                                                          $  1,619    $  3,450
                                                                             ========    ========

SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
      Interest                                                               $ 16,914    $ 18,174
                                                                             --------    --------
      Income taxes (refunds), net                                            $    354    $   (433)
                                                                             ========    ========

</TABLE>


The accompanying notes are an intergral part of these consolidated financial
statements.



                                       5
<PAGE>   6


                           TELEX COMMUNICATIONS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   Telex Communications, Inc. ("Telex" or the "Company"), a Delaware
     corporation, is a wholly owned subsidiary of Telex Communications Group,
     Inc. ("Holdings"), a Delaware corporation and the corporate parent of the
     Company. The condensed consolidated balance sheets as of June 30, 2001 and
     December 31, 2000, the condensed consolidated statements of operations for
     the three months and six months ended June 30, 2001 and 2000, and the
     condensed consolidated statements of cash flows for the six months ended
     June 30, 2001 and 2000 have been prepared by the Company without being
     audited, pursuant to the rules and regulations of the Securities and
     Exchange Commission ("SEC"). In the opinion of management, these financial
     statements reflect all adjustments (which include normal recurring
     accruals) necessary to present fairly the financial position of Telex at
     June 30, 2001 and the results of its operations and cash flows for all
     periods presented. Certain information and footnote disclosures normally
     included in financial statements prepared in conformity with accounting
     principles generally accepted in the United States have been condensed or
     omitted. Therefore, these statements should be read in conjunction with the
     more detailed information, risk factors and financial statements, including
     the related notes, included in the Form 10-K for the fiscal year ended
     December 31, 2000 filed by Telex with the SEC on April 16, 2001 (the "Form
     10-K"). Unless otherwise defined herein, capitalized terms shall have the
     meaning set forth in the Form 10-K. The results of operations for interim
     periods are not necessarily indicative of results that will be realized for
     the full fiscal year.

2.   Inventories consist of the following, in thousands:

<TABLE>
<CAPTION>
                                                  June 30,         December 31,
                                                    2001               2000
                                                  --------         ------------
<S>                                               <C>                <C>
     Raw materials and parts                      $ 24,801           $ 27,488
     Work in process                                 8,881             11,004
     Finished products                              23,128             21,365
                                                  --------           --------
                                                  $ 56,810           $ 59,857
                                                  ========           ========
</TABLE>


3.   The Company recorded an income tax provision of $0.6 million and $1.1
     million on pre-tax losses of $7.1 million and $16.3 million for the three
     months and six months ended June 30, 2001, respectively. The income tax
     provision for the six months ended June 30, 2001 is comprised of a U.S.
     Federal income tax benefit of $7.3 million, offset by a tax valuation
     allowance adjustment of $7.3 million, and an income tax provision of $1.1
     million attributed to income of certain foreign subsidiaries.

     The Company has a deferred tax asset of $44.0 million offset, due to the
     uncertainty of the realization of future tax benefits, by a tax valuation
     allowance of $44.0 million at June 30, 2001. The realization of the future
     tax benefits related to the deferred tax asset is dependent on many
     factors, including the Company's ability to generate taxable income within
     the net operating loss carryforward period. Management has considered these
     factors in reaching its conclusion as to the adequacy of the valuation
     allowance for financial reporting purposes.

4.   Effective April 1, 1998, the Company adopted SFAS No. 130, "Reporting
     Comprehensive Income." This statement established standards for reporting
     and display of comprehensive income and its components. Comprehensive
     income reflects the change in equity of a business enterprise during a
     period from transactions and other events and circumstances from non-owner
     sources. For the Company, comprehensive net loss represents net loss




                                       6
<PAGE>   7

     adjusted for foreign currency translation adjustments. Comprehensive net
     loss was $7.9 million and $19.6 million for the three months and six months
     ended June 30, 2001, respectively. Comprehensive net loss was $9.2 million
     and $6.3 million for the three months and six months ended June 30, 2000.



     The Company adopted SFAS No. 133, "Accounting for Derivative Instruments
     and Hedging Activities," on January 1, 2001. The adoption of SFAS No. 133
     did not have a material impact on the Company's financial position or
     results of operations.

5.   Segment Information:

     The Company has two business segments: Professional Sound and Entertainment
     and Multimedia/Audio Communications.

     Professional Sound and Entertainment

     Professional Sound and Entertainment consists of five lines of business
     within the overall professional audio market, including: (i) permanently
     installed sound systems; (ii) sound products used by musicians and sold
     principally through retail channels; (iii) sound products used in
     professional concerts, recording projects and radio and television
     broadcast; (iv) advanced digital matrix intercoms used by broadcasters,
     including all major television networks, to control production
     communications and intercoms, headsets and wireless communications systems
     used by professional, college and high school football teams and stadiums
     and other professional and high school sports teams; and (v) wired and
     wireless microphones used in education, sports, broadcast, music and
     religious markets.

     Multimedia/Audio Communications

     Multimedia/Audio Communications segment targets eight principal product
     markets, including: (i) microphones, headphones and headsets to the
     computer industry; (ii) cassette duplicators and copiers to copy the spoken
     word and serving two principal markets: religious and training
     programs/seminars; (iii) aviation communications headsets, intercoms and
     microphones to major commercial and commuter airlines and pilots and to
     airframe manufacturers and private pilots; (iv) wireless local area
     networks and satellite-based mobile phone antennas systems, supplying
     mobile phone manufacturers, corporations, retailers, warehouses and
     distribution centers; (v) Talking Book Players, a unique cassette player
     for the blind and physically handicapped; (vi) wireless communications
     products such as headsets, microphones, antennas and rotors for two primary
     markets: public safety and law enforcement groups and commercial truck
     drivers; (vii) hearing aids, products that are segmented by ear positioning
     and signal processing circuitry; and (viii) wireless assistive listening
     systems, products such as auditory trainers and personal assistive
     listening devices for the hearing impaired focusing on the education market
     where many schools use the Company's products.

     The following tables provide information by business segment (in
     thousands):



                                       7
<PAGE>   8



<TABLE>
<CAPTION>
                                               Three months ended       Six months ended
                                              --------------------    --------------------
                                              June 30,    June 30,    June 30,    June 30,
                                                2001        2000        2001        2000
                                              --------    --------    --------    --------
     <S>                                      <C>         <C>         <C>         <C>
     Net sales
       Professional Sound and Entertainment   $ 53,485    $ 56,621    $ 99,864    $108,873
       Multimedia/Audio Communications          22,642      28,657      48,580      59,704
                                              --------    --------    --------    --------
              Consolidated                    $ 76,127    $ 85,278    $148,444    $168,577
                                              ========    ========    ========    ========
     Operating profit (loss)
       Professional Sound and Entertainment   $  1,152    $  4,313    $  1,185    $  8,783
       Multimedia/Audio Communications           3,072       5,169       6,253       9,472
       Corporate                                (1,505)    (12,216)     (4,758)    (13,914)
                                              --------    --------    --------    --------
              Consolidated                    $  2,719    $ (2,734)   $  2,680    $  4,341
                                              ========    ========    ========    ========
     Depreciation expense
       Professional Sound and Entertainment   $  1,464    $  1,423    $  3,406    $  2,772
       Multimedia/Audio Communications             208         226         580         443
       Corporate                                   379         836       1,598       1,666
                                              --------    --------    --------    --------
              Consolidated                    $  2,051    $  2,485    $  5,584    $  4,881
                                              ========    ========    ========    ========
     Capital expenditures
       Professional Sound and Entertainment   $  1,097    $  2,847    $  2,902    $  4,518
       Multimedia/Audio Communications             171         402         354         700
       Corporate                                   203         212         656         705
                                              --------    --------    --------    --------
              Consolidated                    $  1,471    $  3,461    $  3,912    $  5,923
                                              ========    ========    ========    ========
     Total assets
       Professional Sound and Entertainment                           $109,383    $122,550
       Multimedia/Audio Communications                                  38,104      48,258
       Corporate                                                        75,258      90,815
                                                                      --------    --------
              Consolidated                                            $222,745    $261,623
                                                                      ========    ========
</TABLE>


     Corporate operating expenses include unallocated corporate engineering,
     selling, general and administrative costs, corporate charges and
     amortization of goodwill and other intangibles. Corporate identifiable
     assets relate principally to the Company's investment in information
     systems and corporate facilities, as well as costs in excess of net assets
     acquired included in intangible assets and deferred financing costs.

     The Company's net sales into each of its principal geographic regions were
     as follows (in thousands):

<TABLE>
<CAPTION>
                                               Three months ended       Six months ended
                                              --------------------    --------------------
                                              June 30,    June 30,    June 30,    June 30,
                                                2001        2000        2001        2000
                                              --------    --------    --------    --------
     <S>                                      <C>         <C>         <C>         <C>
     United States                            $ 45,520    $ 51,891    $ 88,318    $100,515
     Germany                                     5,625       7,108      11,399      13,903
     Japan                                       3,588       4,682       7,316       9,417
     United Kingdom                              3,198       2,318       6,163       4,401
     Other foreign countries                    18,196      19,279      35,248      40,341
                                              --------    --------    --------    --------
                                              $ 76,127    $ 85,278    $148,444    $168,577
                                              ========    ========    ========    ========
</TABLE>

     It is not practical for the Company to disclose revenue by product or
     service grouping for financial reporting purposes as the Company's systems
     do not reliably compile this information.

     Long-lived assets of the Company's U.S. and International operations were
     as follows (in thousands):

<TABLE>
<CAPTION>
                                             June 30, 2001    December 31, 2000
                                             -------------    -----------------

     <S>                                        <C>               <C>
     United States                              $ 94,581          $ 97,590
     International                                 9,367             9,374
                                                --------          --------
     Consolidated                               $103,948          $106,964
                                                ========          ========
</TABLE>



6.   During the three months ended June 30, 2001, the Company recorded pre-tax
     restructuring charges of $0.9 million attributable to a reduction of 110
     employees in its workforce in the United States and Canada. As of June 30,
     2001 105 employees had been terminated.

     During the three months ended June 30, 2000, the Company recorded pre-tax
     restructuring charges of $9.7 million (reduced by $0.9 million in the three
     months ended December 31, 2000) attributable to the consolidation of
     certain of its United States manufacturing, engineering,




                                       8
<PAGE>   9

     distribution, marketing, service and administrative operations to reduce
     costs, to better utilize available manufacturing and operating capacity and
     to enhance competitiveness. The consolidation will result in a reduction of
     approximately 500 employees, primarily in manufacturing and distribution,
     with 497 employees terminated as of June 30, 2001. The Company has
     substantially completed restructuring of these operations at June 30, 2001.
     The sale and disposal of the owned facilities is expected to be completed
     by early 2002.

     The following table summarizes the activity associated with these
     restructuring charges for the six months ended June 30, 2001, in thousands:

<TABLE>
<CAPTION>
                                      Balance at      Charged to                       Balance at
                                   January 1, 2001      Income      Cash Payments    June 30, 2001
                                   ---------------    ----------    -------------    -------------

<S>                                    <C>              <C>            <C>               <C>
     Severance costs                   $ 1,425          $  915         $ 1,627           $  713
     Other restructuring costs             395               -             395                -
                                       -------          ------         -------           ------
                                       $ 1,820          $  915         $ 2,022           $  713
                                       =======          ======         =======           ======
</TABLE>



7.   In April 2001 the Company issued additional indebtedness in the principal
     amount of $20.0 million (of which $9.8 million was purchased by TCI
     Investments LLC, a related party) to increase its liquidity. The net
     proceeds to the Company, after payment of commitment fees, were $18.8
     million. The additional indebtedness is junior to the Senior Secured Credit
     Facility but senior to the Senior Subordinated Notes and bears an interest
     rate of 18% per annum, increasing by 75 basis points each quarter until the
     applicable interest rate is 25%. Interest compounds quarterly and is
     payable at maturity on April 11, 2004. Interest expense on the additional
     indebtedness is being accrued over the term of the note at an effective
     interest rate of 27.3% as a result of the escalation of the interest rate,
     amortization of the discount and amortization of expenses incurred to issue
     the debt.



                                       9
<PAGE>   10


     Long-term debt consists of the following, in thousands:
<TABLE>
<CAPTION>

                                                                                        June 30,    December 31,
                                                                                          2001          2000
                                                                                        --------    ------------


<S>                                                                                     <C>           <C>
Senior Subordinated Notes, due May 1, 2007, bearing interest of 10.5% payable
   semiannually, unsecured.                                                             $ 125,000     $125,000
Senior Subordinated Notes, due March 15, 2007, bearing interest of 11% payable
   semiannually, unsecured.                                                               100,000      100,000
Senior Secured Credit Facility (Term Loan Facility):
   Term Loan A, due in quarterly installments through October 31, 2002, bearing
     interest at LIBOR plus 4% payable monthly, secured by
     substantially all assets of the Company.                                              21,305       26,000
   Term Loan B, due in quarterly installments through October 31, 2002, bearing
     interest at LIBOR plus 4% payable monthly, secured by
     substantially all assets of the Company.                                              59,977       60,646
Senior Secured Notes, with step-up (18% to 25%), pay-in-kind interest,
   (effective interest rate of 27.3% over the life of the note), due April 2004,
   secured by substantially all assets of the Company
   (net of unamortized discount of $1,115)                                                 18,885            -
Interest-free loan, discounted at an effective interest rate of 10.5%, due in
   monthly installments beginning April 2002 through March 2010, secured by
   Morrilton, Arkansas, building (net of unamortized discount of $629 and $684)             1,071        1,016
                                                                                        ---------     --------
                                                                                          326,238      312,662
Less - current portion                                                                    (31,370)     (33,476)
                                                                                        ---------     --------
              Total Long-Term Debt                                                      $ 294,868     $279,186
                                                                                        =========     ========
</TABLE>




8.   The Company has incurred substantial indebtedness in connection with a
     series of leveraged transactions. As a result, debt service obligations
     represent significant liquidity requirements for the Company. The ability
     of the Company to pay $31.4 million on the Term Loan Facility by December
     31, 2001 and generate sufficient cash to meet its liquidity needs will
     depend upon the sale of certain businesses and assets of the Company and
     improvements in its operations. The Company intends to improve operations
     and liquidate certain assets in 2001, in part to meet the liquidity needs
     of the debt service and to satisfy the requirements of the debt covenants.
     The Company's operating plan includes strategies to significantly improve
     operating results by reducing purchased material costs through more
     effective supply-chain management, increasing selling prices on selected
     products, managing other operating costs, reducing inventory, improving
     accounts receivable collections and introducing several new products. While
     the Company believes that the above-described planned cash flow
     enhancements from operations, the additional debt and the expected sale of
     businesses and assets will be adequate to meet its debt service
     requirements, capital expenditure needs and working capital requirements,
     no assurance can be given in this regard. Further, no assurance can be
     given that the Company will be able to sell, at terms acceptable to
     management, certain businesses and assets to generate liquidity.
     Additionally, the Company's future performance and its ability to service
     its obligations will also be subject to future economic conditions and to
     financial, business and other factors, many of which are beyond the
     Company's control. If the Company is not able to generate sufficient cash
     to meet its obligations, it may be forced to pursue other options such as
     restructuring of its debt or the sale of all or a significant portion of
     its assets.



                                       10
<PAGE>   11



9.   In July 2001, SFAS No. 142, "Goodwill and Other Intangible Assets," (SFAS
     142) was issued by the Financial Accounting Standards Board. Under SFAS
     142, goodwill and intangible assets with indefinite lives are no longer
     amortized but are reviewed annually (or more frequently if impairment
     indicators arise) for impairment. The amortization provisions of SFAS 142
     apply to goodwill and intangible assets acquired after June 30, 2001. With
     respect to goodwill and intangible assets acquired prior to July 1, 2001,
     the Company is required to adopt SFAS 142 effective January 1, 2002. The
     Company will perform an impairment analysis of its goodwill in 2002 and
     annually thereafter. The Company is assessing the SFAS 142 and has not yet
     made a determination of the impact the adoption will have on the Company's
     financial position and results of operations.



                                       11
<PAGE>   12



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of
Operations, as well as other sections of this report, contains forward-looking
statements, including, without limitation, statements relating to the Company's
plans, strategies, objectives and expectations, that are based on management's
current opinions, beliefs, or expectations as to future results or future events
and are made pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Any such forward-looking statements involve known
and unknown risks and uncertainties and the Company's actual results may differ
materially from those forward-looking statements. While made in good faith and
with a reasonable basis based on information currently available to the
Company's management, there is no assurance that such opinions or expectations
will be achieved or accomplished. The Company does not undertake to update,
revise or correct any of the forward-looking information contained in this
document. The following factors, in addition to those discussed elsewhere in
this report, are representative of those factors that could affect the future
results of the Company and could cause results to differ materially from those
expressed in such forward-looking statements: (i) the timely development and
market acceptance of new products; (ii) the financial resources of competitors
and the impact of competitive products and pricing; (iii) changes in general and
industry specific economic conditions on a national, regional or international
basis; (iv) changes in laws and regulations, including changes in accounting
standards; (v) the timing of the implementation of changes in the Company's
operations to effect cost savings; (vi) opportunities that may be presented to
and pursued by the Company; (vii) the Company's ability to access external
sources of capital; and (viii) such risks and uncertainties as are detailed from
time to time in the Company's reports and filings with the SEC.

OVERVIEW

The Company is a leader in the design, manufacture and marketing of
sophisticated audio, wireless and multimedia communications equipment to
commercial, professional and industrial customers. The Company provides high
value-added communications products designed to meet the specific needs of
customers in commercial, professional and industrial markets, and, to a lesser
extent, in the retail consumer electronic market. The Company offers a
comprehensive range of products worldwide for professional audio systems as well
as for multimedia and other communications product markets, including wired and
wireless microphones, wired and wireless intercom systems, mixing consoles,
signal processors, amplifiers, loudspeaker systems, headphones and headsets,
tape duplication products, Talking Book Players, wireless local area networks
and satellite-based mobile phone antennas, personal computer speech recognition
and speech dictation microphone systems, and hearing aids and wireless assistive
listening systems. Its products are used in airports, theaters, sports arenas,
concert halls, cinemas, stadiums, convention centers, television and radio
broadcast studios, houses of worship and other venues where music or speech is
amplified or transmitted, and by professional entertainers, television and radio
on-air talent, presenters, airline pilots and the hearing impaired in order to
facilitate speech or communications.

The Company has two business segments: Professional Sound and Entertainment and
Multimedia/Audio Communications. Professional Sound and Entertainment consists
of five lines of business within the overall professional audio market,
including: (i) permanently installed sound systems; (ii) sound products used by
musicians and sold principally through retail channels; (iii) sound products
used in professional concerts, recording projects and radio and television
broadcast; (iv) advanced digital matrix intercoms used by broadcasters,
including all major television networks, to control production communications
and intercoms, headsets and wireless communications systems used by
professional, college and high school football teams and stadiums and other
professional and high school sports teams; and (v) wired and wireless




                                       12
<PAGE>   13

microphones used in education, sports, broadcast, music and religious markets.
Multimedia/Audio Communications segment targets eight principal product markets,
including: (i) microphones, headphones and headsets to the computer industry;
(ii) cassette duplicators and copiers to copy the spoken word and serving two
principal markets: religious and training programs/seminars; (iii) aviation
communications headsets, intercoms and microphones to major commercial and
commuter airlines and pilots and to airframe manufacturers and private pilots;
(iv) wireless local area networks and satellite-based mobile phone antennas
systems, supplying mobile phone manufacturers, corporations, retailers,
warehouses and distribution centers; (v) Talking Book Players, a unique cassette
player for the blind and physically handicapped; (vi) wireless communications
products such as headsets, microphones, antennas and rotors for two primary
markets: public safety and law enforcement groups and commercial truck drivers;
(vii) hearing aids, products that are segmented by ear positioning and signal
processing circuitry; and (viii) wireless assistive listening systems, products
such as auditory trainers and personal assistive listening devices for the
hearing impaired focusing on the education market where many schools use the
Company's products.

The Company maintains assets and/or operations in a number of foreign
jurisdictions, the most significant of which are Germany, the United Kingdom,
Japan, Singapore, and Hong Kong. In addition, the Company conducts business in
local currency in many countries, the most significant of which are Germany, the
United Kingdom, Japan, Singapore, Hong Kong, Australia and France. Exposure to
U.S. dollar/German mark and U.S. dollar/British pound exchange rate volatility
is mitigated to some extent by the Company's ability to source its production
needs with existing manufacturing capacity in Germany and the United Kingdom,
and the exposure to the U.S. dollar/Japanese yen exchange rate volatility is to
some extent mitigated by sourcing products denominated in yen from Japan or
through contractual provisions in sales agreements with certain customers.
Nevertheless, the Company has a direct and continuing exposure to both positive
and negative foreign currency movements.

The Company reports the foreign exchange gains or losses on transactions as part
of other (income) expense. Gains and losses on translation of foreign currency
denominated balance sheets are classified as currency translation adjustments
and are included in shareholder's deficit as a component of accumulated other
comprehensive loss.



                                       13
<PAGE>   14



RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain items in the
Company's condensed consolidated statements of operations, in thousands:

<TABLE>
<CAPTION>
                                                         Three months ended                  Six months ended
                                                   ------------------------------    ------------------------------
                                                   June 30,    June 30,       %      June 30,    June 30,       %
                                                     2001        2000      Change      2001        2000      Change
                                                   --------    --------    ------    --------    --------    ------
<S>                                                <C>         <C>         <C>       <C>         <C>         <C>
Net sales:
     Professional Sound and Entertainment          $ 53,485    $ 56,621      -5.5%   $ 99,864    $108,873      -8.3%
     Multimedia/Audio Communications                 22,642      28,657     -21.0%     48,580      59,704     -18.6%
                                                   --------    --------    ------    --------    --------    ------
     Total net sales                                 76,127      85,278     -10.7%    148,444     168,577     -11.9%
                                                   --------    --------    ------    --------    --------    ------
Gross profit:
     Professional Sound and Entertainment            20,363      22,129                37,630      43,237
         % of sales                                    38.1%       39.1%                 37.7%       39.7%
     Multimedia/Audio Communications                  9,272      11,526                19,130      22,513
         % of sales                                    41.0%       40.2%                 39.4%       37.7%
                                                   --------    --------              --------    --------
     Total gross profit                              29,635      33,655                56,760      65,750
         % of sales                                    38.9%       39.5%                 38.2%       39.0%
                                                   --------    --------              --------    --------
Operating profit (loss)                            $  2,719    $ (2,734)             $  2,680    $  4,341
                                                   ========    ========              ========    ========
Net loss                                           $ (7,679)   $ (8,515)             $(17,433)   $ (4,539)
                                                   ========    ========              ========    ========
</TABLE>



THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS AND SIX
MONTHS ENDED JUNE 30, 2000

Net sales. The Company's net sales decreased $9.2 million, or 10.7%, from $85.3
million for the three months ended June 30, 2000 to $76.1 million for the three
months ended June 30, 2001. Net sales decreased $20.1 million, or 11.9%, from
$168.5 million for the six months ended June 30, 2000 to $148.4 million for the
six months ended June 30, 2001. Sales in both the Professional Sound and
Entertainment segment and the Multimedia/Audio Communications segment declined
and are attributed to the slowdown in the economy which started in the fourth
quarter of 2000 and continued into the first half of 2001, the stronger U.S.
dollar against foreign currencies, which reduced current year's translated sales
by approximately $4.1 million, and several discontinued products that added net
sales of $2.1 million in the prior-year six-month period. The Company's net
sales, excluding the impact of discontinued products and the stronger U.S.
dollar, decreased approximately 8% for the three months and six months ended
June 30, 2001, respectively.

Net sales in the Company's Professional Sound and Entertainment segment
decreased $3.1 million, or 5.5%, from $56.6 million for the three months ended
June 30, 2000 to $53.5 million for the three months ended June 30, 2001. Net
sales decreased $9.0 million, or 8.3%, from $108.9 million for the six months
ended June 30, 2000 to $99.9 million for the six months ended June 30, 2001. Net
sales, excluding sales of discontinued products in both periods, decreased
approximately 6% and 8% for the three months and six months ended June 30, 2001,
respectively. The decline is attributed primarily to lower speaker sales as a
result of the continued global slowdown of the economy in 2001.

Net sales in the Company's Multimedia/Audio Communications segment decreased
$6.1 million, or 21.0%, from $28.7 million for the three months ended June 30,
2000 to $22.6 million for the three months ended June 30, 2001. Net sales
decreased $11.1 million, or 18.6%, from $59.7 million for the six months ended
June 30, 2000 to $48.6 million for the six months ended June 30, 2001. Net
sales, excluding sales of discontinued products in both years, decreased
approximately 20% and 16% for the three months and six months ended June 30,
2001, respectively. The decline in year-to-date net sales is attributed
primarily to lower sales of products to the computer industry, in large part due
to slowdown of the economy, and to lower hearing instrument sales.



                                       14
<PAGE>   15



Gross profit. The Company's gross profit decreased $4.0 million, or 11.9%, from
$33.6 million for the three months ended June 30, 2000 to $29.6 million for the
three months ended June 30, 2001. Gross profit decreased $9.0 million, or 13.7%,
from $65.8 million for the six months ended June 30, 2000 to $56.8 million for
the six months ended June 30, 2001. As a percentage of sales, the gross margin
rate decreased to 38.9% for the three months ended June 30, 2001 compared to
39.5% for the three months ended June 30, 2000, and decreased to 38.2% for the
six months ended June 30, 2001 from 39.0% for the six months ended June 30,
2000. The decrease in the gross margin rate for the three months and six months
ended June 30, 2001 is attributed primarily to lower sales volume, and
manufacturing inefficiencies attributed to the startup of a new manufacturing
plant and to the shutdown of certain existing manufacturing facilities.

The gross margin rate for the Professional Sound and Entertainment segment
declined from 39.1% to 38.1% for the three months ended June 30, 2001. The gross
margin rate decreased from 39.7% to 37.7% for the six months ended June 30,
2001. The decline is attributed primarily to manufacturing inefficiencies
attributed to the startup of a new manufacturing facility and shutdown of
certain existing manufacturing facilities.

The gross margin rate for the Multimedia/Audio Communications segment increased
from 40.2% to 41.0% for the three months ended June 30, 2001, and increased from
37.7% to 39.4% for the six months ended June 30, 2001. The increase is
attributed primarily to increased sales of high-margin products.

Engineering. The Company's engineering expenses decreased $0.3 million, or 7.6%,
from $3.6 million for the three months ended June 30, 2000 to $3.3 million for
the three months ended June 30, 2001. Engineering expenses for the six months
ended June 30, 2001 decreased slightly to $6.8 million from $7.0 million for the
six months ended June 30, 2000.

Selling, general and administrative. The Company's selling, general and
administrative expenses decreased $0.4 million, or 1.8%, from $22.2 million for
the three months ended June 30, 2000 to $21.8 million for the three months ended
June 30, 2001. Selling, general and administrative expenses increased $1.7
million, or 4.0% from $42.8 million for the six months ended June 30, 2000 to
$44.5 million for the six months ended June 30, 2001. The increase is attributed
mainly to increased spending for advertising and promotion, to rent associated
with the new corporate headquarters and to professional fees and other costs
incurred in connection with the Company's amendments to existing debt agreements
and with raising additional debt.

Corporate charges. Corporate charges of $0.4 million for the three months ended
June 30, 2001 and 2000, and $0.9 million for the six months ended June 30, 2001
and 2000, respectively, represent fees accrued for consulting and management
services provided by Greenwich Street Capital Partners, L.P. ("GSCP") under a
management and services agreement.

Restructuring charges. For the three months ended June 30, 2001 the Company
recorded pre-tax restructuring charges of $0.9 million, primarily severance
costs, attributable to a reduction of 110 employees in its workforce in the
United States and Canada. As of June 30, 2001 105 employees had been terminated.

For the three months ended June 30, 2000 the Company recorded pre-tax
restructuring charges of $9.7 million (reduced by $0.9 million for the three
months ended December 31, 2000) attributable to consolidation of certain of its
United States manufacturing, engineering, marketing, service and administrative
operations to reduce costs and to increase operating efficiencies. Included in
the restructuring charges are $4.9 million of expected cash expenditures,
primarily related to severance pay, and $4.8 million of non-cash charges,
primarily related to discontinued product lines.



                                       15
<PAGE>   16



As of June 30, 2001, approximately $0.7 million of severance costs remained to
be paid substantially over the next four months (see note 6 to the financial
statements).

Other income. The Company's other income of $0.3 million for the three months
ended June 30, 2001 is principally from foreign currency gains. Other income for
the three months ended June 30, 2000 includes income of $2.1 million from an
insurance settlement related to a lawsuit filed by the Company's former CEO. For
the six months ended June 30, 2001, other income includes one-time proceeds
related to settlement of a patent infringement claim and foreign currency gains.
The Company's other income for the six months ended June 30, 2000 includes $6.5
million of royalty income attributed to the restructuring of a license agreement
to provide for a one-time, up-front fee in lieu of future royalties and to $1.0
million for the sale of a trademark, offset by $0.2 million of applicable
expenses as well as income from the insurance settlement.

Interest expense. The Company's net interest expense increased from $8.2 million
for the three months ended June 30, 2000 to $10.1 million for the three months
ended June 30, 2001. The net interest expense for the three months ended June
30, 2000 includes interest income of $1.4 million associated with an arbitration
ruling. The quarterly interest expense, excluding the interest income, increased
as a result of higher average outstanding indebtedness offset by lower interest
rates associated with the Company's Senior Secured Credit Facility. Net interest
expense for the six months ended June 30, 2001 increased from $17.7 million to
$19.5 million. Interest expense for the six months ended June 30, 2001 increased
by $0.4 million as a result of higher average outstanding indebtedness offset by
lower interest rates associated with the Company's Senior Secured Credit
Facility.



                                       16
<PAGE>   17


LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2001, the Company had cash and cash equivalents of $1.6 million
compared to $2.7 million at December 31, 2000. The Company's principal source of
funds in the six months ended June 30, 2001 consisted of a net of $10.9 million
of cash generated from financing activities. Net cash used in operating
activities was $8.2 million and net cash used in investing activities was $3.7
million.

The Company's investing activities consisted mainly of capital expenditures to
maintain facilities, acquire machines or tooling, update certain manufacturing
processes and improve efficiency. Capital expenditures totaled $3.9 million for
the six months ended June 30, 2001 compared to $5.9 million for the six months
ended June 30, 2000. The Company's ability to make capital expenditures is
subject to certain restrictions under its Senior Secured Credit Facility.

The Company's accounts receivable of $54.5 million increased $9.0 million from
$46.5 million at December 31, 2000. The increase is primarily a result of an
increase in sales for the three months ended June 30, 2001 compared to the three
months ended December 31, 2000, and to a slight increase in the Company's days
sales outstanding. The Company expects to improve its collection experience in
the second half of 2001.

The Company's inventories of $56.8 million decreased $3.1 million from $59.9
million at December 31, 2000. The Company expects the inventories to continue to
decline during the year as management continues to implement strategies to
reduce inventory levels.

The Company's consolidated indebtedness increased $11.9 million from $340.2
million at December 31, 2000 to $352.1 million at June 30, 2001. In April 2001
the Company issued additional indebtedness in the principal amount of $20.0
million (of which $9.8 million was purchased by TCI Investments LLC, a related
party) to increase its liquidity. The net proceeds to the Company, after payment
of commitment fees, were $18.8 million. The Company used the proceeds to pay
interest due on its Senior Subordinated Notes and for general corporate and
operating expenses. The additional indebtedness is junior to the Senior Secured
Credit Facility but senior to the Senior Subordinated Notes and bears an
interest rate of 18% per annum, increasing by 75 basis points each quarter until
the applicable interest rate is 25%. Offsetting the additional indebtedness were
required payments the Company made, totaling $5.4 million, under the Company's
Term Loan Facility.

The Company's current credit facilities include the Senior Secured Credit
Facility consisting of the Term Loan Facility of $81.3 million, the Revolving
Credit Facility, subject to certain borrowing base limitations, of $25.0
million, and foreign working capital lines, subject to certain limitations, of
$6.8 million. In certain instances the foreign working capital lines are secured
by a lien on foreign real property, leaseholds, accounts receivable and
inventory or are guaranteed by another subsidiary.

As of June 30, 2001, $31.4 million of the Company's $81.3 million Term Loan
Facility is payable in the next 12 months. In addition, the Company had $22.6
million outstanding under the Revolving Credit Facility and $3.3 million
outstanding under the foreign working capital lines. Net availability at June
30, 2001 under the Revolving Credit Facility, computed by deducting $0.7 million
of open letters of credit and applying applicable borrowing limitations, was
$1.7 million. Net availability at June 30, 2001 under foreign working lines was
$3.3 million. Outstanding balances under substantially all of these credit
facilities bear interest at floating rates based upon the interest rate option
selected by the Company; therefore, the Company's financial condition is and
will continue to be affected by changes in the prevailing interest rates. The
effective interest rate under these credit facilities in the six months ended
June 30, 2001 was 8.8%.



                                       17
<PAGE>   18



Pursuant to the Term Loan Facility, the Company is required to make principal
payments under (i) the $50.0 million Tranche A Term Loan Facility ($21.3 million
outstanding at June 30, 2001), of $10.4 million in the remainder of 2001 and
$10.9 million in 2002 and (ii) the $65.0 million Tranche B Term Loan Facility
($60.0 million outstanding at June 30, 2001), of $16.1 million in the remainder
of 2001 and $43.9 million in 2002. In addition, under the terms of the Senior
Secured Credit Facility, the Company is required to make mandatory prepayments
with (i) certain asset sale proceeds, (ii) any additional indebtedness and
equity proceeds (with certain exceptions) and (iii) with 75% of the excess cash
flow of the Company and its subsidiaries for each fiscal year commencing on
April 1, 1997. In 2001 the Company made a payment of approximately $0.6 million
under the excess cash flow requirements of the Senior Secured Credit Facility.

The Company relies mainly on internally generated funds, and, to the extent
necessary, borrowings under the Revolving Credit Facility and foreign working
capital lines to meet its liquidity needs. The Company's liquidity needs arise
primarily from debt service, working capital needs and capital expenditure
requirements.

The Company has incurred substantial indebtedness in connection with a series of
leveraged transactions. As a result, debt service obligations represent
significant liquidity requirements for the Company. The ability of the Company
to pay $26.5 million on the Term Loan Facility by December 31, 2001 and generate
sufficient cash to meet its liquidity needs will depend upon the sale of certain
businesses and assets of the Company and improvements in its operations. The
Company intends to improve operations and liquidate certain assets in 2001, in
part to meet the liquidity needs of the debt service and to satisfy the
requirements of the debt covenants. The Company's operating plan includes
strategies to significantly improve operating results by reducing purchased
material costs through more effective supply-chain management, increasing
selling prices on selected products, managing other operating costs, reducing
inventory, improving accounts receivable collections, and introducing several
new products. While the Company believes that the above-described planned cash
flow enhancements from operations, the additional indebtedness, and the expected
sale of businesses and assets will be adequate to meet its debt service
requirements, capital expenditure needs and working capital requirements, no
assurance can be given in this regard. Further, no assurance can be given that
the Company will be able to sell, at terms acceptable to management, certain
businesses and assets to generate liquidity. Additionally, the Company's future
performance and its ability to service its obligations will also be subject to
future economic conditions and to financial, business and other factors, many of
which are beyond the Company's control. If the Company is not able to generate
sufficient cash to meet its obligations, it may be forced to pursue other
options such as a restructuring of its debt or the sale of all or a significant
portion of its assets.



                                       18
<PAGE>   19






ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
exchange and interest rates. The Company does not enter into derivatives or
other financial instruments for trading or speculative purposes. The
counterparties to these transactions are major financial institutions.

EXCHANGE RATE SENSITIVITY ANALYSIS

The Company enters into forward exchange contracts principally to hedge the
currency fluctuations in transactions denominated in foreign currencies, thereby
limiting the Company's risk that would otherwise result from changes in exchange
rates. During the three months ended June 30, 2001, the principal transactions
hedged were certain intercompany balances attributed primarily to intercompany
sales. Gains and losses on forward exchange contracts and the offsetting losses
and gains on the hedged transactions are reflected in the consolidated statement
of operations.

At June 30, 2001, the Company had outstanding foreign forward exchange contracts
with a notional amount of $5.3 million and a weighted remaining maturity of 93
days.

At June 30, 2001, the difference between the fair value of all outstanding
contracts, as estimated by the amount required to enter into offsetting
contracts with similar remaining maturities based on quoted prices, and the
contract amounts was immaterial. A 10% fluctuation in exchange rates for these
currencies would change the fair value by approximately $0.5 million. However,
since these contracts hedge foreign currency denominated transactions, any
change in the fair value of the contracts would be offset by changes in the
underlying value of the transactions being hedged.

INTEREST RATE AND DEBT SENSITIVITY ANALYSIS

For fixed rate debt, interest rate changes affect the fair market value but do
not impact earnings or cash flows. Conversely, for floating rate debt, interest
rate changes generally do not affect the fair market value but do impact future
earnings and cash flows, assuming other factors are held constant.

At June 30, 2001, the Company had fixed rate debt of $225.0 million, step-up,
pay-in-kind interest debt of $18.9 million (redemption value of $20.8 million at
June 30, 2001), and an interest-free loan of $1.1 million. Holding all other
variables constant (such as foreign exchange rates and debt levels), a
one-percentage point decrease in interest rates would increase the unrealized
fair market value of these debts by approximately $10.3 million.

At June 30, 2001, the Company had floating rate debt of $107.1 million. The
earnings and cash flow impact for the next twelve months resulting from a
one-percentage point increase in interest rates on this debt would be
approximately $1.1 million, holding all other variables constant.



                                       19
<PAGE>   20


PART II.        OTHER INFORMATION

ITEM 1.         NOT APPLICABLE

ITEM 2.         CHANGES IN SECURITIES AND USE OF PROCEEDS

(a) - (b) The Company received consent in April 2001 from the holders of the EVI
and Telex Notes to amend the indentures governing the Notes. The amendments add
a provision to each of the indentures to permit the Company to incur new
indebtedness of $20 million in initial principal amount ("New Indebtedness"),
plus any increase in the amount of the New Indebtedness resulting from any
accrual, compounding or payment-in-kind of interest which is not paid currently
in cash or which is added to the principal amount under the New Indebtedness.
The New Indebtedness is subordinate to the Company's obligations under its
Senior Secured Credit Facility and is senior to the EVI and Telex Notes.

ITEMS 3 - 5.   NOT APPLICABLE

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

  4.1 (b)      First Supplemental Indenture, dated as of April 11, 2001, to the
               EVI Indenture (incorporated by reference to Exhibit 4.1(b) to the
               Company's Report on Form 8-K dated April 12, 2001, filed with the
               Commission on April 12, 2001, File No. 333-27341, ("April 2001
               8-K")).

  4.2 (d)      Third Supplemental Indenture, dated as of April 11, 2001, to the
               Telex Indenture (incorporated by reference to Exhibit 4.2(d) to
               the April 2001 8-K).

  4.3 (e)      Waiver, Amendment No. 4, Agreement and Consent, dated as of April
               11, 2001, to the Credit Agreement, among the Company, the
               Lenders, Morgan, as Documentation Agent, and Chase, as
               Administrative Agent for the Lenders (incorporated by reference
               to Exhibit 4.3(h) to the April 2001 8-K).

  4.3 (i)      Intercreditor Agreement, dated as of April 11, 2001, among the
               Company, the Senior Lenders, Morgan, as Documentation Agent, and
               Chase, as Senior Agent and TCI Investments LLC and GoldenTree
               High Yield Opportunities I, L.P., each as Co-Agent and the other
               Purchasers (incorporated by reference to Exhibit 4.3(i) to the
               April 2001 8-K).

  4.3 (j)      Amendment No. 1, dated as of April 11, 2001, to the Guarantee and
               Collateral Agreement, among the Company, Holdings and Telex
               Communications International, Ltd. and other granting parties,
               The Chase Manhattan Bank as administrative agent, the Lenders and
               Morgan Stanley Senior Funding, Inc., as documentation agent
               (incorporated by reference to Exhibit 4.3(j) to the Company's
               Report on Form 10-Q, dated May 14, 2001, filed with the
               Commission on May 14, 2001, File No. 333-27341, ("March 2001
               10-Q")).

  4.3 (k)      Amendment No. 1, dated as of April 11, 2001, to the Patent and
               Trademark Security Agreement, among the Company, The Chase
               Manhattan Bank as administrative agent, the Lenders and Morgan
               Stanley Senior Funding, Inc., as documentation agent
               (incorporated by reference to Exhibit 4.3(k) to the March 2001
               10-Q).



                                       20
<PAGE>   21




 4.4(a)        Note Purchase Agreement, dated as of April 11, 2001, among the
               Company, TCI Investments LLC and GoldenTree High Yield
               Opportunities I, L.P., each as Co-Agent and the other Purchasers
               (incorporated by reference to Exhibit 4.4(a) to the April 2001
               8-K).

 4.4(b)        Guarantee and Collateral Agreement, dated as of April 11, 2001,
               made by the Company, Holdings and Telex Communications
               International, Ltd. (the "Grantors"), in favor of TCI Investments
               LLC and GoldenTree High Yield Opportunities I, L.P., each as
               Co-Agents and the other Purchasers (incorporated by reference to
               Exhibit 4.3(l) to the March 2001 10-Q).

 4.4(c)        Patent and Trademark Security Agreement, dated as of April 11,
               2001, made by the Grantors, in favor of TCI Investments LLC and
               GoldenTree High Yield Opportunities I, L.P., as Co-Agents for the
               Purchasers (incorporated by reference to Exhibit 4.3(m) to the
               March 2001 10-Q).

(b)  Reports on Form 8-K

     A Report on Form 8-K, dated April 12, 2001, reporting under Items 5 and 7,
     was filed on April 12, 2001.



                                       21
<PAGE>   22


SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                   TELEX COMMUNICATIONS, INC.


Dated:   August 10, 2001              By:  /s/ Ned C. Jackson
         -----------------------      ---------------------------------------
                                      Ned C. Jackson
                                      President and Chief Executive Officer


                                   TELEX COMMUNICATIONS, INC.


Dated:   August 10, 2001              By:  /s/ Richard J. Pearson
         -----------------------      ---------------------------------------
                                      Richard J. Pearson
                                      Vice President and Chief Financial Officer



                                       22
<PAGE>   23


                           TELEX COMMUNICATIONS, INC.
                                    FORM 10-Q

                                  EXHIBIT INDEX

 EXHIBIT
 NUMBER                        DESCRIPTION OF DOCUMENT

  4.1(b)       First Supplemental Indenture, dated as of April 11, 2001, to the
               EVI Indenture (incorporated by reference to Exhibit 4.1(b) to the
               Company's Report on Form 8-K dated April 12, 2001, filed with the
               Commission on April 12, 2001, File No. 333-27341, ("April 2001
               8-K")).

  4.2(d)       Third Supplemental Indenture, dated as of April 11, 2001, to the
               Telex Indenture (incorporated by reference to Exhibit 4.2(d) to
               the April 2001 8-K).

  4.3(e)       Waiver, Amendment No. 4, Agreement and Consent, dated as of April
               11, 2001, to the Credit Agreement, among the Company, the
               Lenders, Morgan, as Documentation Agent, and Chase, as
               Administrative Agent for the Lenders (incorporated by reference
               to Exhibit 4.3(h) to the April 2001 8-K).

  4.3(i)       Intercreditor Agreement, dated as of April 11, 2001, among the
               Company, the Senior Lenders, Morgan, as Documentation Agent, and
               Chase, as Senior Agent and TCI Investments LLC and GoldenTree
               High Yield Opportunities I, L.P., each as Co-Agent and the other
               Purchasers (incorporated by reference to Exhibit 4.3(i) to the
               April 2001 8-K).

  4.3(j)       Amendment No. 1, dated as of April 11, 2001, to the Guarantee and
               Collateral Agreement, among the Company, Holdings and Telex
               Communications International, Ltd. and other granting parties,
               The Chase Manhattan Bank as administrative agent, the Lenders and
               Morgan Stanley Senior Funding, Inc., as documentation agent
               (incorporated by reference to Exhibit 4.3(j) to the Company's
               Report on Form 10-Q, dated May 14, 2001, filed with the
               Commission on May 14, 2001, File No. 333-27341, ("March 2001
               10-Q")).

  4.3(k)       Amendment No. 1, dated as of April 11, 2001, to the Patent and
               Trademark Security Agreement, among the Company, The Chase
               Manhattan Bank as administrative agent, the Lenders and Morgan
               Stanley Senior Funding, Inc., as documentation agent
               (incorporated by reference to Exhibit 4.3(k) to the March 2001
               10-Q).

  4.4(a)       Note Purchase Agreement, dated as of April 11, 2001, among the
               Company, TCI Investments LLC and GoldenTree High Yield
               Opportunities I, L.P., each as Co-Agent and the other Purchasers
               (incorporated by reference to Exhibit 4.4(a) to the April 2001
               8-K).

  4.4(b)       Guarantee and Collateral Agreement, dated as of April 11, 2001,
               made by the Company, Holdings and the Telex Communications
               International, Ltd. (the "Grantors"), in favor of TCI Investments
               LLC and GoldenTree High Yield Opportunities I, L.P., each as
               Co-Agents and the other Purchasers (incorporated by reference to
               Exhibit 4.3(l) to the March 2001 10-Q).

  4.4(c)       Patent and Trademark Security Agreement, dated as of April 11,
               2001, made by the Grantors, in favor of TCI Investments LLC and
               GoldenTree High Yield Opportunities I, L.P., as Co-Agents for the
               Purchasers (incorporated by reference to Exhibit 4.3(m) to the
               March 2001 10-Q).



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