-----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, UYrJU2eTqB3cfPGTwMZsc24gafEieSotIGcnq85iMR080Cf9S+7vlxF3NHQjJ8cu ogE0gYGsaendVzE5qeJrWg== 0001144204-07-038076.txt : 20070724 0001144204-07-038076.hdr.sgml : 20070724 20070724172327 ACCESSION NUMBER: 0001144204-07-038076 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070724 DATE AS OF CHANGE: 20070724 EFFECTIVENESS DATE: 20070724 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLST Holdings, Inc. 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22972 FILM NUMBER: 07996953 BUSINESS ADDRESS: STREET 1: 601 S. ROYAL LANE STREET 2: ATTN: SHERRIAN GUNN, CEO CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: 972-462-3500 MAIL ADDRESS: STREET 1: 601 S. ROYAL LANE STREET 2: ATTN: SHERRIAN GUNN, CEO CITY: COPPELL STATE: TX ZIP: 75019 FORMER COMPANY: FORMER CONFORMED NAME: CELLSTAR CORP DATE OF NAME CHANGE: 19931018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DURHAM TIMOTHY S CENTRAL INDEX KEY: 0001131157 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: BUSINESS PHONE: 3172374122 MAIL ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: SUITE 4800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 DFAN14A 1 v081797_dfan14a.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12

CLST HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
 

 
Timothy S. Durham
Manoj Rajegowda
Robert A. Kaiser
MC Investment Partners, LLC
 
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PRESS RELEASE

On July 24, 2007, Timothy S. Durham issued the following press release:

FOR IMMEDIATE RELEASE
 
MOOREHEAD COMMUNICATIONS SUPPORTS DURHAM SLATE

Timothy S. Durham announced today that Moorehead Communications and its affiliates Steve Moorehead, Scott Moorehead, Kevin Wendall and Highland Realty have indicated that they will support Mr. Durham’s nominees for election to the board of directors of CLST Holdings, Inc., formerly known as CellStar Corporation, (the “Company”) (OTC Pink Sheets: CLHI) at its upcoming annual meeting. Collectively, Moorehead Communications and its affiliates hold in excess of 751,000 shares of the Company’s shares, all of which will be voted for Timothy S. Durham, Manoj Rejegowda and Robert Kaiser.

Mr. Durham and the Company have proposed competing slates of nominees. Whoever is elected at the annual meeting of stockholders on July 31, 2007 will oversee the liquidation and dissolution of the Company’s assets and business. Scott Moorehead told Mr. Durham that he believes the Durham nominees will do a better job of reducing the Company’s operating expenses and increasing liquidating dividends to the Company’s stockholders than the slate proposed by the Company. Among other things, Mr. Moorehead noted to Mr. Durham that the Company’s nominees have little experience with the Company’s operations, while Durham’s nominee Robert Kaiser is the Company’s former Chief Executive Officer.

SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO MR. DURHAM’S AND THE COMPANY’S SOLICITATION OF PROXIES FROM THE STOCKHOLDERS FOR USE AT THE UPCOMING ANNUAL MEETING OF STOCKHOLDERS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN MR. DURHAM’S AND THE COMPANY’S PROXY SOLICITATIONS. DEFINITIVE PROXY STATEMENTS AND FORMS OF PROXY ARE AVAILABLE TO STOCKHOLDERS OF CLST HOLDINGS, INC. AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV

For Information, Contact:
Timothy Durham, +1-317-237-4055,
tsdurham@msn.com


OUTLINE FOR DISCUSSION WITH AN INVESTOR
 
BULLET POINTS FOR DURHAM NOMINEES

 
1)
Three fundamental business issues face the Company as it tries to return the maximum value to stockholders:

 
a)
Reducing Expenses - each $200,000 in expense reduction is worth 0.01 per share.

 
b)
Liability Limitation - again, each $200,000 in liability limitation is worth $ 0.01 per share. There are going to be tough negotiations over the asset sale hold backs.

 
c)
Asset Maximization - obtaining the highest value for the remaining assets


 
2)
Durham’s nominees are best prepared to do this job:

 
a)
Kaiser knows more about the business, the contracts and the remaining assets that anyone else

 
1.
Outstanding note from Julian - RAK has only relationship - $500,000 - $600,000

 
2.
Peru Note $100,000 - RAK has only relationship

 
3.
Escrow - Mexico - RAK has only relationship, negotiated deal

 
4.
Brightpoint - Indemnity Challenge likely - RAK and Durham have only relationship - $18,000,000 at risk


 
b)
All three nominees will gain substantially from distributions to stockholders, thus aligning their interests directly with stockholders

 
3)
Management’s nominees have not proven themselves good at this process

 
a)
They have not acted to date until we’ve sued them

 
b)
Estimates of distributions continue to drop

 
c)
Likely an example of not knowing the business. This does not bode well for negotiations with asset/business Purchasers over the purchase price hold backs.

 
 
d)
Kesler is being paid $300 an hour for work that Durham nominees would do for free. 1000 hours for the period from April though the end of service is 1.5 cents per share ( and likely more than the cost of the proxy fight.)

 
e)
Employee head count seems high

 
f)
Management nominees benefit from fees, since they have little invested in the company. Prolonging the process benefits them more than high distributions.
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