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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
CellStar Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
150925105
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(CUSIP Number)
Alan H. Goldfield
1730 Briercroft Court
Carrollton, TX 75006
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 3, 1996
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 8 pages
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CUSIP NO. 150925105 SCHEDULE 13D/A Page 2 of 8 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan H. Goldfield
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 8,250,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 7,312,870
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,312,870*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
43.0%
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TYPE OF REPORTING PERSON
14
IN
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* Does not include 250,000 shares of Common Stock subject to an option granted
under the Company's 1993 Amended and Restated Long-Term Incentive Plan, which
option has not vested. See Item 6.
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CUSIP NO. 150925105 13D/A Page 3 of 8 Pages
Item 1. Security and Issuer.
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Not amended.
Item 2. Identity and Background.
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Not amended.
Item 3. Source and Amount of Funds and Other Consideration.
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The first sentence of paragraph 2 of Item 3 is hereby amended to read
as follows:
On November 30, 1993, Mr. Goldfield acquired 6,700,000 shares of
Common Stock (the "Exchange Shares").
Paragraph 3 of Item 3 is hereby amended to read in its entirety as
follows:
On June 2, 1995, Mr. Goldfield acquired 1,500,000 shares of Common
Stock (the "Option I Shares") upon exercise of an option pursuant to an Option
Agreement, dated December 3, 1993, by and between Mr. Goldfield and Audiovox
Corporation, a Delaware corporation ("Audiovox"). The Option I Shares were
acquired for $17,250,000, which was borrowed by Mr. Goldfield from a bank (the
"Bank"), pursuant to a Promissory Note, dated as of June 2, 1995, from Mr.
Goldfield to the Bank. Such note has subsequently been repaid by Mr. Goldfield.
Mr. Goldfield has transferred 1,000,000 of the Option I Shares to Mr. Hong An
Hsein ("Mr. Hong") pursuant to an Exchange Agreement, dated as of June 2, 1995
(the "Exchange Agreement"), by and between Mr. Goldfield and Mr. Hong. Pursuant
to the Exchange Agreement, Mr. Goldfield transferred 1,000,000 of the Option I
Shares and U.S. $1,000,000 to Mr. Hong in exchange for 1,499,999 shares of the
Voting Stock, par value Hong Kong $1.00, of CellStar (Asia) Corporation Ltd.,
which represented 50.0% of the issued and outstanding shares of such entity, and
25,000 ordinary shares, par value Singapore $1.00, of CellStar Pacific PTE LTD,
which represented 5.0% of the issued and outstanding shares of such entity.
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CUSIP NO. 150925105 13D/A Page 4 of 8 Pages
Item 4. Purpose of Transaction.
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Not amended.
Item 5. Interest in Securities of the Issuer.
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The second paragraph of Section (c) of Item 5 is hereby amended to
read in its entirety as follows:
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CUSIP NO. 150925105 13D/A Page 5 of 8 Pages
Through December 2, 1996, Mr. Goldfield had an option to purchase
250,000 shares of Common Stock from Audiovox at an exercise price equal to
$13.80 per share, pursuant to the terms of an Option Agreement, dated December
3, 1993, by and between Mr. Goldfield and Audiovox. Such option expired
unexercised. Mr. Goldfield is therefore deemed to have disposed of beneficial
ownership of 250,000 shares of Common Stock on December 3, 1996.
Item 6. Contracts, Arrangements, Understandings or
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Relationships with Respect to Securities of the Issuer.
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Not amended.
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CUSIP NO. 150925105 13D/A Page 6 of 8 Pages
Item 7. Material to be Filed as Exhibits.
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7.1 Form of Revocable Proxy, dated June 2, 1995, given by Mr. Hong to
Mr. Goldfield, relating to 1,000,000 Option I Shares.*
7.2 Form of Shareholders Agreement, dated July 20, 1995, by and
between Mr. Goldfield and Motorola.*
7.3 Form of Stock Purchase Agreement, dated July 20, 1995, by and
between the Company and Motorola.*
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* Previously filed as an exhibit to Mr. Goldfield's Schedule 13D dated
June 2, 1995.
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CUSIP NO. 150925105 13D/A Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 17, 1996
By: /s/ ALAN H. GOLDFIELD
-----------------------------------------
Alan H. Goldfield
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CUSIP NO. 150925105 13D/A Page 8 of 8 Pages
EXHIBIT INDEX
Number Description
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7.1 Form of Revocable Proxy, dated June 2, 1995, given by Mr. Hong to
Mr. Goldfield, relating to 1,000,000 Option I Shares.*
7.2 Form of Shareholders Agreement, dated July 20, 1995, by and between
Mr. Goldfield and Motorola.*
7.3 Form of Stock Purchase Agreement, dated July 20, 1995, by and
between the Company and Motorola.*
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* Previously filed as an Exhibit to Mr. Goldfield's Schedule 13D dated June 2,
1995.
