SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
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CELLSTAR CORPORATION
(Name of Subject Company (issuer))
CELLSTAR CORPORATION (ISSUER)
(Name of Filing Person)
5% CONVERTIBLE SUBORDINATED NOTES DUE 2002
(Title of Class of Securities)
150925AC9
150925AB1
150925AA3
U12623AA9
(CUSIP Numbers of Class of Securities)
ELAINE FLUD RODRIGUEZ
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CELLSTAR CORPORATION
1730 BRIERCROFT COURT
CARROLLTON, TEXAS 75006
(972) 466-5000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the filing person)
Copy to:
WILLIAM R. HAYS, III
HAYNES AND BOONE, LLP
901 MAIN STREET, SUITE 3100
DALLAS, TEXAS 75202
(214) 651-5000
Calculation of Filing Fee
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Transaction valuation Amount of filing fee
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(1) (2)
$93,750,000 $18,750
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(1) Pursuant to Rule 0-11(b)(2) under the Securities Exchange Act of 1934, this
amount is the market value as of January 11, 2002, of the maximum amount of
5% Convertible Subordinated Notes due 2002 that may be received by the
Registrant from tendering holders in the exchange offer.
(2) This amount, calculated in accordance with Rule 0-11(b) under the
Securities Exchange Act of 1934, equals 1/50th of one percent of the value
of the transaction. Part of the registration fee was previously paid in
connection with the Registrant's Registration Statement on Form S-4 filed
September 4, 2001.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $18,063
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Form or Registration No.: Form S-4 (File No. 333-68892)
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Filing Party: CellStar Corporation
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Date Filed: September 4, 2001
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Tender Offer Statement on Schedule TO is being filed by CellStar
Corporation, a Delaware corporation (the "Company") pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended, in connection with its offer to
exchange (the "Exchange Offer") approximately (i) $366.67 in cash and (ii) at
the holder's election, one of the following options: (a) $400.94 principal
amount of 12% Senior Subordinated Notes due February 2007 (the "Senior Notes"),
or (b) $320.75 principal amount of Senior Notes and $80.19 principal amount of
5% Senior Subordinated Convertible Notes due November 2002 (the "Senior
Convertible Notes"), or (c) $400.94 principal amount of Senior Convertible Notes
for each $1,000 principal amount of currently outstanding 5% Convertible
Subordinated Notes due 2002 (CUSIP Nos. 150925AC9, 150925AB1, 150925AA3, and
U12623AA9) (the "Existing Subordinated Notes"). Subject to the terms and
conditions of the Exchange Offer, the Company will issue cash, Senior Notes, and
Senior Convertible Notes in exchange for up to $150,000,000 aggregate principal
amount of Existing Subordinated Notes, representing 100% of the outstanding
principal amount of the Existing Subordinated Notes, that are properly tendered
and not withdrawn prior to the expiration of the Exchange Offer. The Company
will also pay accrued and unpaid interest up to the date of acceptance on the
Existing Subordinated Notes the Company accepts for exchange. The Exchange Offer
is conditioned upon the exchange of a minimum principal amount of $135,000,000
of Existing Subordinated Notes, representing 90% of the outstanding Existing
Subordinated Notes. The Company reserves the right to extend or amend the
Exchange Offer in its sole and absolute discretion. The Exchange Offer is open
to all holders of the Existing Subordinated Notes and is upon the terms and
subject to the conditions set forth in the Company's Registration Statement on
Form S-4 (File No. 333-68892), originally filed with the Securities and Exchange
Commission on September 4, 2001, as amended (as so amended, the "Registration
Statement"). Subject to applicable securities laws and the terms set forth in
the Registration Statement, the Company reserves the right to waive any and all
conditions to the Exchange Offer. The information contained in the Registration
Statement and the exhibits thereto is incorporated by reference in this Schedule
TO in response to some of the items required in this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
Not applicable.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The issuer of the securities subject to the Exchange Offer is
CellStar Corporation, a Delaware corporation. The Company's
principal executive offices are located at 1730 Briercroft
Court, Carrollton, Texas 75006. The telephone number of the
Company's principal executive offices is (972) 466-5000.
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(b) The subject class of securities is the Company's 5%
Convertible Subordinated Notes due 2002. As of January 11,
2002, $150,000,000 aggregate principal amount of Notes were
outstanding.
(c) The Existing Subordinated Notes are not listed on any national
securities exchange and are not authorized to be quoted in any
inter-dealer quotation system of any national securities
association. Certain institutions and securities dealers
provide quotations for and engage in transactions in the
Existing Subordinated Notes. However, there is no established
trading market for the Existing Subordinated Notes (except for
limited or sporadic quotations).
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
CellStar Corporation is the filing person and the subject company. The
business address and telephone number of the Company are set forth under Item
2(a) of this Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Incorporated by reference to the Registration Statement.
(b) No Notes are to be purchased from any officer, director or
affiliate of the Company.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS, AND AGREEMENTS.
The Notes are governed by the Indenture, dated as of October 14, 1997, by
and between the Company and The Bank of New York, as trustee. The description of
such Indenture is incorporated by reference to the Registration Statement.
Alan H. Goldfield, a person controlling the Company, holds 17,706,110
shares of the Company's common stock jointly with his wife. Mr. Goldfield has
been granted a proxy, revocable upon 90 days written notice, to vote 2,370,000
shares of the Company's common stock by Mr. A.S. Horng, the Chairman, Chief
Executive Officer, and General Manager of CellStar (Asia) Corporation Ltd., a
subsidiary of the Company. The number of shares of the Company's common stock
initially subject to this proxy was 1,000,000, but, through a series of sales by
Mr. Horng and stock splits effected by the Company, there are now 2,370,000
shares of the Company's common stock subject to this proxy.
The Company has received three letters, dated December 21, 2001, one from
each of Stark Investments, LP, Creedon Capital, and Northwestern Mutual Life,
indicating their interest in exchanging all of their Existing Subordinated Notes
pursuant to the Exchange Offer. The letters from Stark Investments, LP, and
Northwestern Mutual Life indicate that they will exchange their Existing
Subordinated Notes for cash and Senior Convertible Notes. The letter from
Creedon Capital indicates that it will exchange its Existing Subordinated Notes
for cash, Senior Notes, and Senior Convertible Notes. These three holders own a
total of $110,161,000 principal amount, or 73%, of Existing Subordinated Notes.
All three letters are non-binding.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Incorporated by reference to the Registration Statement.
(b) Existing Subordinated Notes acquired pursuant to the Exchange
Offer will be retired.
(c)(1) None.
(c)(2) None.
(c)(3) None.
(c)(4) None.
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(c)(5) None.
(c)(6) None.
(c)(7) None.
(c)(8) None.
(c)(9) None, other than the Exchange Offer.
(c)(10) None.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Incorporated by reference to the Registration Statement. In addition,
the Company has no plans to pursue any financing alternative to that provided
for in the Loan and Security Agreement entered into as of September 28, 2001
between and among, on the one hand, the lenders identified on the signature
pages thereof and Foothill Capital Corporation, as arranger and administrative
agent for such lenders, and, on the other hand, the Company and each of its
subsidiaries identified on the signature pages thereof, as amended. The Company
plans to repay the loan provided for in such agreement in accordance with its
terms out of the Company's working capital and has no other plans to finance or
repay such loan.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
None.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Incorporated by reference from the Registration Statement. In addition, the
entire cost of soliciting proxies for the annual meeting of the Company's
stockholders at which the Exchange Offer will be considered and voted upon,
including the costs of preparing, printing and mailing a proxy statement and
accompanying materials to stockholders, will be borne by the Company. In
addition to solicitation by mail, directors, officers and employees of the
Company may solicit such proxies personally or by telephone or otherwise,
without additional compensation. MacKenzie Partners, Inc. ("MacKenzie") will
assist the Company in the solicitation of such proxies. The Company estimates
that it will pay approximately $15,000 in fees, plus expenses and disbursements,
to MacKenzie for its proxy solicitation services. The Company may also make
arrangements with brokerage houses and other custodians, nominees and
fiduciaries for forwarding of solicitation materials to the beneficial owners of
shares of the Company's common stock held by such persons, and the Company may
reimburse such brokerage houses and other custodians, nominees and fiduciaries
for reasonable expenses incurred in connection therewith.
ITEM 10. FINANCIAL STATEMENTS.
(a)(1) Incorporated by reference to pages F-1 through S-1 of the
Company's Amended Annual Report on Form 10-K/A for the fiscal
year ended November 30, 2000, filed July 6, 2001 (the "10-K")
(a)(2) Incorporated by reference to pages 3 through 13 of the
Company's Quarterly Report on Form 10-Q/A for the quarter
ended August 31, 2001, filed November 13, 2001 (the "10-Q").
(a)(3) Incorporated by reference to the section of the Registration
Statement titled "Selected Historical Financial Data."
(a)(4) Incorporated by reference to the section of the Registration
Statement titled "Selected Historical Financial Data."
(b)(1) Incorporated by reference to the section of the financial
statements included in the Registration Statement titled
"Unaudited Pro Forma Condensed Consolidated Financial
Information."
(b)(2) Incorporated by reference to the section of the Registration
Statement titled "Ratio of Earnings to Fixed Charges" and the
section of the financial statements included in the
Registration Statement titled "Unaudited Pro Forma Condensed
Consolidated Financial Information."
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(b)(3) Incorporated by reference to the section of the Registration
Statement titled "Summary Historical and Pro Forma Financial
Information."
The 10-K, the 10-Q, and the Registration Statement may be read and copied
by the public at the SEC's public reference rooms at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. The public may obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
Company's SEC filings are also available to the public from commercial document
retrieval services and at the web site maintained by the SEC at
"http://www.sec.gov."
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) Incorporated by reference to the Registration Statement.
(a)(2) The only regulatory requirements that must be met are those
imposed by applicable securities laws.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
(b) Incorporated by reference to the Registration Statement.
ITEM 12. EXHIBITS.
12.(a)(1) Form of Letter of Transmittal, incorporated by reference to
Exhibit 99.1 of the Registration Statement.
12.(a)(2) Form of Notice of Guaranteed Delivery, incorporated by
reference to Exhibit 99.2 of the Registration Statement.
12.(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, incorporated by reference to
Exhibit 99.3 of the Registration Statement.
12.(a)(4) Form of Letter to Clients, incorporated by reference to
Exhibit 99.4 of the Registration Statement.
12.(a)(5) Form of Guidelines for Certification of Taxpayer
Identification, incorporated by reference to Exhibit 99.5 of
the Registration Statement.
12.(a)(6) Prospectus, dated January 14, 2002, incorporated by reference
to the Registration Statement.
12.(b)(1) Loan and Security Agreement, entered into as of September 28,
2001 between and among, on the one hand, the lenders
identified on the signature pages thereof and Foothill Capital
Corporation, as arranger and administrative agent for such
lenders, and, on the other hand, the Company and each of its
subsidiaries identified on the signature pages thereof,
incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10/Q-A for the quarterly period ended
August 31, 2001, filed on November 13, 2001.
12.(b)(2) First Amendment to Loan Agreement, entered into as of October
12, 2001, by and among the Company, each of its subsidiaries
signatory thereto, and Foothill Capital Corporation, in its
capacity as agent for the Lenders (as defined therein),
incorporated by reference to Exhibit 10.2 of the Company's
Quarterly Report on Form 10-Q/A for the quarterly period ended
August 31, 2001, filed on November 13, 2001.
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12.(d)(1) Indenture, dated as of October 14, 1997, by and between the
Company and The Bank of New York, as trustee, incorporated by
reference to Exhibit 4.1 of the Company's Current Report on
Form 8-K filed on October 24, 1997.
12.(d)(3) Revocable proxy, dated June 2, 1995, from Hong An Hsien to Alan H.
Goldfield.
12.(d)(4) Letter, dated December 21, 2001, from the Company to Stark
Investments, Northwestern Mutual Life, and Creedon Capital.
12.(d)(5) Letter, dated December 21, 2001, from Stark Investments to the
Company.
12.(d)(6) Letter, dated December 21, 2001, from The Northwestern Mutual Life
Insurance Company to the Company.
12.(d)(7) Letter, dated December 21, 2001, from Creedon Capital to the
Company.
12.(h)(1) Opinion of Haynes and Boone, LLP, incorporated by reference to
Exhibit 8.1 of the Registration Statement.
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SIGNATURE
After due 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: January 22, 2002 By: /s/ Elaine Flud Rodriguez
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Elaine Flud Rodriguez
Senior Vice President, General Counsel and
Secretary
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