SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 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: [X]
This Amendment No. 2 is the final amendment to, and amends and supplements,
the Tender Offer Statement on Schedule TO (the "Schedule TO"), as amended
through the date hereof, filed initially with the Securities and Exchange
Commission on January 14, 2002 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"). The Exchange Offer was open to all holders of
the Existing Subordinated Notes and was 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").
The information contained in the Registration Statement and the exhibits
thereto are incorporated by reference in this Schedule TO in response to some of
the items required in this Schedule TO. Capitalized terms used, and not
otherwise defined herein, have the meanings assigned thereto in the Schedule TO.
Item 11. ADDITIONAL INFORMATION.
Item 11(b) of the Schedule TO, which incorporated by reference the
information contained in the Registration Statement, is hereby amended by adding
thereto the following:
In addition, the Exchange Offer expired at 5:00 p.m. New York City time, on
Tuesday, February 12, 2002. The closing of the Exchange Offer occurred on
Wednesday, February 20, 2002. Pursuant to the Exchange Offer and based upon a
report from the exchange agent for the Exchange Offer, the Company accepted for
exchange $128,616,000, or 85.7%, of the outstanding Existing Subordinated Notes.
All of the Existing Subordinated Notes accepted for exchange were validly
tendered and not properly withdrawn. The Company determined that this level of
participation was sufficient to conclude the Exchange Offer. In exchange for the
tendered Existing Subordinated Notes, the Company issued an aggregate of
approximately $12.4 million principal amount of Senior Notes and approximately
$39.1 million principal amount of Senior Convertible Notes. The Company also
paid approximately $47.2 million in cash as partial consideration for the Senior
Notes and the Senior Convertible Notes tendered.
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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: February 21, 2002 By: /s/ Elaine Flud Rodriguez
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Elaine Flud Rodriguez
Senior Vice President, General Counsel and
Secretary
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