-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U4GrJxgQo4++CpCncs5HnipEtm8Ma2zP9NBuHsGi1zCt3B7ur1COBuT+FEYjg+rn d4cbu3OMBuDdXJJFCFmAbQ== 0000930661-96-001833.txt : 19961218 0000930661-96-001833.hdr.sgml : 19961218 ACCESSION NUMBER: 0000930661-96-001833 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961217 SROS: NASD GROUP MEMBERS: ALAN H. GOLDFIELD GROUP MEMBERS: GOLDFIELD ALAN H SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELLSTAR CORP CENTRAL INDEX KEY: 0000913590 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 752479727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42959 FILM NUMBER: 96681970 BUSINESS ADDRESS: STREET 1: 1730 BRIERCROFT DR CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 2144665000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDFIELD ALAN H CENTRAL INDEX KEY: 0000946529 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1730 BRIERCROFT CT CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 2144665029 SC 13D/A 1 SCHEDULE 13D/A AMENDMENT #4 OMB APPROVAL ------------------------- ------------------------- OMB NUMBER: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form......14.90 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 - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 150925105 -------------------------------------- (CUSIP Number) Alan H. Goldfield 1730 Briercroft Court Carrollton, TX 75006 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 3, 1996 -------------------------------------- (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 - ----------------------- --------------------- CUSIP NO. 150925105 SCHEDULE 13D/A Page 2 of 8 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alan H. Goldfield - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 5 [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 8,312,870* - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 43.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ * 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. CUSIP NO. 150925105 13D/A Page 3 of 8 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. - ------- --------------------------------------------------- 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. CUSIP NO. 150925105 13D/A Page 4 of 8 Pages Item 4. Purpose of Transaction. - ------- ----------------------- Not amended. Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------- The second paragraph of Section (c) of Item 5 is hereby amended to read in its entirety as follows: 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 - ------- ------------------------------------------ Relationships with Respect to Securities of the Issuer. ------------------------------------------------------- Not amended. CUSIP NO. 150925105 13D/A Page 6 of 8 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.* - --------------------------------------- * Previously filed as an exhibit to Mr. Goldfield's Schedule 13D dated June 2, 1995. 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 CUSIP NO. 150925105 13D/A Page 8 of 8 Pages EXHIBIT INDEX Number Description ------ ----------- 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.* - ---------------------------------------- * Previously filed as an Exhibit to Mr. Goldfield's Schedule 13D dated June 2, 1995. -----END PRIVACY-ENHANCED MESSAGE-----