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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. 7)
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).
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SCHEDULE 13D/A
CUSIP No. 150925105 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan H. Goldfield
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX 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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7 SOLE VOTING POWER
9,843,750
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 9,128,055
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,313,055
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
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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.
Not amended.
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 10,313,055
shares, or approximately 34.7%, 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
9,843,750 shares of Common Stock and sole dispositive power with respect to
9,128,055 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) Mr. Goldfield has been informed that, over the period of
time from July 1, 1997, through July 16, 1997, Mr. Hong sold an aggregate
of 315,000 shares subject to the Hong Proxy (as defined and further
described in Item 6 below). Therefore, Mr. Goldfield is deemed to have
disposed of indirect ownership of such shares. In addition, on July 16,
1997, Mr. Goldfield disposed of direct ownership of 25,000 shares of Common
Stock at a price per share of $33.50 through an open market sale.
(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 1,185,000 Option I Shares currently owned of record by Mr.
Hong.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Paragraph 3 of Item 6 is hereby amended to read as follows:
Mr. Hong has granted a revocable proxy (the "Hong Proxy") to Mr.
Goldfield with respect to the Option I Shares owned of record by Mr. Hong,
which shares were transferred to Mr. Hong pursuant to the Exchange
Agreement. The Hong Proxy authorizes Mr. Goldfield to represent Mr. Hong
and to vote the 1,185,000 Option I Shares currently held by Mr. Hong at any
and all meetings of stockholders of the Company and in any consent of
stockholders in writing. The Hong Proxy may be revoked by Mr. Hong upon 90
days' written notice.
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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 July 22, 1997, given by Mr. Hong
to Mr. Goldfield.*
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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* Filed herewith.
** 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 25, 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 July 22, 1997, given by Mr. Hong to
Mr. Goldfield.*
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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* Filed herewith.
** Previously filed as an Exhibit to Mr. Goldfield's Schedule 13D dated
June 2, 1995.
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EXHIBIT 7.1
REVOCABLE
PROXY
CELLSTAR CORPORATION
CARROLLTON, TEXAS
The undersigned hereby appoints Alan H. Goldfield (the "Proxy"), with
full power of substitution, as proxy and hereby authorizes him to represent
and to vote all of the shares of Common Stock of CellStar Corporation, a
Delaware corporation (the "Company") identified below and any Common Stock
issued or issuable with respect to such shares of Common Stock by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization, at any and
all meetings of stockholders and at any adjournments or postponements
thereof, or by consent in writing.
This proxy revokes all prior proxies given by the undersigned.
This proxy may be revoked by the undersigned upon 90 days' written
notice, which 90 day period shall commence when such notice is actually
received by both the Proxy and the Company. Unless the Proxy and the Company
have received written notice of such revocation, they shall rely on this
proxy to evidence the authority of Proxy to act as set forth herein.
Dated July 22, 1997.
/s/ A.S. Horng
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A.S. Horng
SHARES SUBJECT TO THIS PROXY:
Certificate Number: Number of Shares: Record Holder:
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0767 1,000,000 A.S. Horng
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