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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. 6)
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)
JULY 8, 1997
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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 / /.
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 7 Pages
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SCHEDULE 13D/A
CUSIP No. 150925105 Page 2 of 7 Pages
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
Alan H. Goldfield
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
N/A
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned 10,183,750
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
9,153,055
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,653,055
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
36.0%
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(14) Type of Reporting Person*
IN
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CUSIP No. 150925105 13D/A Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
Not amended.
ITEM 2. IDENTITY AND BACKGROUND.
Not amended.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Not amended.
ITEM 4. PURPOSE OF TRANSACTION.
Sentence 4 of Item 4 is hereby amended to read as follows:
The sales disclosed in Item 5 below were made in order to
diversify Mr. Goldfield's holdings, to provide for liquidity and
to build a house.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety to read as follows:
(a) Mr. Goldfield beneficially owns an aggregate of
10,653,055 shares, or approximately 36.0%, of the Common Stock of
the Company. Mr. Goldfield beneficially owns 94,305 of such
shares through his ownership of the Employee Options and 375,000
of such shares through his ownership of the 1995 Option.
(b) Mr. Goldfield possesses sole voting power with
respect to 10,183,750 shares of Common Stock and sole dispositive
power with respect to 9,153,055 shares of Common Stock.
Mr. Goldfield does not share voting or dispositive
power with respect to any shares of Common Stock.
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CUSIP No. 150925105 13D/A Page 4 of 7 Pages
(c) Over the period of time from July 3, 1997, through
July 15, 1997, Mr. Goldfield disposed of direct ownership of
862,500 shares of Common Stock through open market sales as
follows:
NUMBER OF PROCEEDS PER
DATE SHARES SOLD SHARE
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7/3/97 25,000 $32.025
7/3/97 37,500 $32.00
7/7/97 65,000 $32.260
7/7/97 25,000 $32.125
7/7/97 50,000 $32.125
7/8/97 400,000 $32.391
7/11/97 35,000 $33.50
7/14/97 90,000 $33.50
7/14/97 100,000 $33.578
7/15/97 35,000 $33.50
(d) To the best of Mr. Goldfield's knowledge and
belief, Mr. Hong has the right to receive the dividends (if any)
and proceeds from the sale of the 1,500,000 Option I Shares owned
of record by Mr. Hong.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not amended.
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CUSIP No. 150925105 13D/A Page 5 of 7 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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 6 of 7 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: July 16, 1997
By: /s/ Alan H. Goldfield
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Alan H. Goldfield
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CUSIP No. 150925105 13D/A Page 7 of 7 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.
