SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILES PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 12)*

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

153435102

(CUSIP Number)

Mark Kaufman

16, boulevard de la Princesse Charlotte

98000 Monaco

+ 7 495 786 7601

With copies to:

Ben Burman	Adam O. Emmerich
Darrois Villey Maillot Brochier AARPI	Wachtell, Lipton, Rosen & Katz
69, avenue Victor Hugo	51 West 52nd Street
75116 Paris, France	New York, NY 10019
+ 33 1 45 02 19 19	(212) 403 1000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices of Communication)

November 14, 2012

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨ 

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 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 (the “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).

(Continued on following pages)

 

Explanatory Note

This Amendment No. 12 to Schedule 13D (this “Amendment No. 12”) is being filed by Mr. Mark Kaufman (“Kaufman”) and W & L Enterprises Ltd (“W&L”, and together with Kaufman, the “Reporting Persons”) and relates to the shares of common stock, par value $0.01 per share (“Common Shares”), of Central European Distribution Corporation, a corporation organized under the laws of the State of Delaware (the “Issuer”). This Amendment No. 12 amends the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on August 29, 2011, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on September 12, 2011, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on December 9, 2011, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on February 21, 2012, Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on March 14, 2012, Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on April 13, 2012, Amendment No. 6 to Schedule 13D filed by the Reporting Persons with the SEC on May 10, 2012, Amendment No. 7 to Schedule 13D filed by the Reporting Persons with the SEC on May 30, 2012, Amendment No. 8 to Schedule 13D filed by the Reporting Persons with the SEC on June 6, 2012, Amendment No. 9 to Schedule 13D filed by the Reporting Persons with the SEC on June 15, 2012, Amendment No. 10 to Schedule 13D filed by the Reporting Persons with the SEC on July 12, 2012 and Amendment No. 11 to Schedule 13D filed by the Reporting Persons with the SEC on August 2, 2012 (as so amended, the “Existing Schedule 13D”). Capitalized terms used in this Amendment No. 12 but not otherwise defined herein shall have the meanings ascribed to them in the Existing Schedule 13D. Except as specifically amended hereby, items in the Existing Schedule 13D remain unchanged.

  Item 4.   Purpose of Transaction

Item 4 of the Existing Schedule 13D is amended and supplemented by adding between the eleventh and twelfth paragraphs thereof the following new paragraph:

On November 14, 2012, Kaufman sent a letter (the “November 14 Letter”) to the members of the Board of Directors of the Issuer. The November 14 Letter is included as Exhibit 99.9 to this statement on Schedule 13D and is incorporated herein by reference.

  Item 7.   Material to be Filed as Exhibits

Item 7 of the Existing Schedule 13D is hereby amended and restated in its entirety to read as follows:

The following are filed as exhibits to this statement on Schedule 13D:

Exhibit No.	Description
Exhibit 99.1	Joint Filing Agreement, dated as of August 28, 2011, by and between Mark Kaufman and W & L Enterprises Ltd.
Exhibit 99.2	Letter, dated September 12, 2011, from Mark Kaufman to William V. Carey, Chief Executive Officer of the Issuer, David Bailey, Lead Director of the Issuer, and the other members of the Board of Directors of the Issuer.
Exhibit 99.3	Letter, dated December 9, 2011, from Mark Kaufman to the members of the Board of Directors of the Issuer.
Exhibit 99.4	Letter, dated February 21, 2012, from Mark Kaufman to the Chairman of the Board of Directors of the Issuer.
Exhibit 99.5	Letter, dated March 12, 2012, from William V. Carey, Chief Executive Officer of the Issuer and David Bailey, Lead Director of the Issuer, to Mark Kaufman.
Exhibit 99.6	Letter, dated May 10, 2012, from Mark Kaufman to the Chairman of the Board of Directors and other members of the Board of Directors of the Issuer.
Exhibit 99.7	Letter, dated July 12, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer.
Exhibit 99.8	Letter, dated August 2, 2012, from Mark Kaufman to Roustam Tariko, Non-Executive Chairman of the Board of Directors of the Issuer, and N. Scott Fine, Lead Director of the Issuer.
Exhibit 99.9	Letter, dated November 14, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer.

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: November 14, 2012

/s/ Mark Kaufman
Mark Kaufman
W & L ENTERPRISES  LTD
By:	/s/ Mark Kaufman
Name:	Mark Kaufman
Title:	Director
By:	/s/ Olga Kuritsyna
Name:	Olga Kuritsyna
Title:	Director

 

Exhibit No.	Description
Exhibit 99.1	Joint Filing Agreement, dated as of August 28, 2011, by and between Mark Kaufman and W & L Enterprises Ltd.*
Exhibit 99.2	Letter, dated September 12, 2011, from Mark Kaufman to William V. Carey, Chief Executive Officer of the Issuer, David Bailey, Lead Director of the Issuer, and the other members of the Board of Directors of the Issuer.**
Exhibit 99.3	Letter, dated December 9, 2011, from Mark Kaufman to the members of the Board of Directors of the Issuer.***
Exhibit 99.4	Letter, dated February 21, 2012, from Mark Kaufman to the Chairman of the Board of Directors of the Issuer.****
Exhibit 99.5	Letter, dated March 12, 2012, from William V. Carey, Chief Executive Officer of the Issuer and David Bailey, Lead Director of the Issuer, to Mark Kaufman (filed as Exhibit 99.1 to the Current Report on Form 8–K filed by the Issuer with the SEC (File no. 001–35293) on March 13, 2012, and incorporated herein by reference).
Exhibit 99.6	Letter, dated May 10, 2012, from Mark Kaufman to the Chairman of the Board of Directors and other members of the Board of Directors of the Issuer. *****
Exhibit 99.7	Letter, dated July 12, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer. ******
Exhibit 99.8	Letter, dated August 2, 2012, from Mark Kaufman to Roustam Tariko, Non-Executive Chairman of the Board of Directors of the Issuer, and N. Scott Fine, Lead Director of the Issuer. *******
Exhibit 99.9	Letter, dated November 14, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer.^

* Previously filed with the Statement on Schedule 13D, dated August 29, 2011 (File no. 005-56061)

** Previously filed with the Statement on Schedule 13D, dated September 12, 2011 (File no. 005-56061)

*** Previously filed with the Statement on Schedule 13D, dated December 9, 2011 (File no. 005-56061)

**** Previously filed with the Statement on Schedule 13D, dated February 21, 2012 (File no. 005-56061)

***** Previously filed with the Statement on Schedule 13D, dated May 10, 2012 (File no. 005-56061)

******	Previously filed with the Statement on Schedule 13D, dated July 12, 2012 (File no. 005-56061)
*******	Previously filed with the Statement on Schedule 13D, dated August 2, 2012 (File no. 005-56061)
^	Filed herewith

EX-99.9

Exhibit 99.9

Mark Kaufman
16, boulevard de la Princesse Charlotte
98000 Monaco

                                                             November 14, 2012

Members of the Board of Directors
Central European Distribution Corporation
3000 Atrium Way, Suite 265
Mt. Laurel, New Jersey  08054

Dear Members of the Board,

Yesterday, Roustam Tariko, CEDC’s largest stockholder with beneficial ownership of approximately 19.5% of CEDC’s outstanding common stock,¹ sent a letter to fellow investors, in which he eloquently expressed his well-founded “deep concerns regarding the financial and operating condition of CEDC, as well as [his] frustration with the Board’s persistent refusal to take the steps necessary to address this situation.”  

As CEDC’s second largest stockholder, owning approximately 9.5% of CEDC’s outstanding common stock, I share Mr. Tariko’s profound concern and deep frustration. 

Over the past year, CEDC has suffered a number of stunning and inexcusable setbacks, including (1) having to restate financial statements because of accounting errors, (2) failing to establish any semblance of long-term leadership following the resignation of its Chairman, Chief Executive Officer and President, (3) missing two consecutive filing deadlines for its Form 10-Qs, (4) violating a NASDAQ listing rule, (5) undergoing the suspension of trading of its shares on the Warsaw Stock Exchange, (6) disclosing potentially serious FCPA violations, and (7) failing to solve a liquidity crisis that may result in a default under the Company’s indebtedness. 

With these self-inflicted wounds, it is no wonder that CEDC’s stock price has plummeted, closing at just $1.61 yesterday – an astronomical drop of 75% from its 52-week high.  In fact, CEDC’s stock price would have to increase by more than 2,381% to be back at its three-year high!  There is no clearer indication of these dire straits than the fact that CEDC’s own auditors have raised “substantial doubt about the Company’s ability to continue as a going concern.”

You should have known better than to allow the company to sink this low.  I have written you on many occasions to voice my concerns and offer my assistance – on September 12, 2011, December 9, 2011, February 21, 2011, May 10, 2012, July 12, 2012 and again on August 2, 2012 – but you have ignored me, and, preferring entrenchment, you have proven yourself woefully incapable of getting the company back on course.  Considering the stakes are high for CEDC, I believe that no more time should be wasted – too much has been already. 

¹ The 19.5% figure includes 3 million shares of CEDC common stock which Mr. Tariko and his affiliates have a right to acquire at any time from the company (at no additional consideration), but have not yet acquired.

Taking into account these matters as well as those addressed by Mr. Tariko yesterday, as CEDC continues to lurch from crisis to crisis under your leadership (or lack thereof), I write again to urge you in the strongest terms to adopt a new attitude towards stewardship of the company, to make an immediate change in the composition of CEDC’s board, and to engage directly with CEDC’s major stockholders.

As you know, I have over 20 years of international business experience in the wines and spirits sector and a longstanding and very deep knowledge of CEDC’s industry and operations, particularly in Russia.  My interest in CEDC is only to improve the company’s operations and financial situation for the benefit of all stockholders, particularly in light of the failure of management and the board to have done so effectively over the last year, during a period of crisis in the company.  I believe holders of a majority of CEDC’s shares – including Mr. Tariko, based on his letter – would support a change in CEDC’s board and direction in light of recent results, and that such a change is absolutely essential to ensure the survival of the company and to attract the investment necessary to save the company from ruin.

As a first step in this regard, I demand that CEDC immediately call a special meeting of its board of directors at which I and other interested large stockholders of CEDC would have an opportunity to discuss the future of the company and its strategy and options moving forward.  CEDC should publicly announce the date and time of such meeting and allow any holders of at least 0.5% of CEDC’s common stock to attend and participate – this meeting could be held at the company’s primary corporate office in Warsaw, Poland on November 22 or November 23.  As you know, in addition to myself and Mr. Tariko, a small number of stockholders control a significant portion of CEDC’s common stock.  These stockholders should be treated with courtesy and respect, and afforded the opportunity to make their views known in person and directly to CEDC’s board of directors, particularly in light of the record of sad failure of CEDC’s management and board over the last twelve months, and the failure of CEDC to convene a timely annual meeting of stockholders.  It is long past time to end the counterproductive bunker-building and stone-walling that seem to characterize the current board’s attitude toward engagement with its own responsibility to CEDC and to CEDC’s stockholders.  Too much time has passed already, and we need to correct CEDC’s course immediately to stop CEDC from sliding into bankruptcy or dissolution.  Recognizing the interests of CEDC’s stockholders, opening an honest dialogue with them, and beginning the process of reconstituting a board committed to more than simply protecting itself will be steps in the right direction. 

I invite CEDC stockholders who support the idea of such a meeting to contact me at restorecedc@benoit-associes.com, and equally to express yourselves directly to CEDC’s board of directors.

As a second step, in light of the failures of the current CEDC board, I call for you to entirely reconstitute its membership, which is in desperate need of a dramatic makeover.  To that end, I call again for you to immediately appoint me to fill the vacancy which currently exists on the board.  By joining the CEDC board as a director unaffiliated with Mr. Tariko, current management or the long-serving directors on the board, I would be able to afford the board and management the benefit of my experience, expertise and interest in CEDC, for the benefit of the company and all of its stockholders, during the current difficult operational and financial period and in connection with negotiations with Mr. Tariko.Following that, the company should nominate me for election to the board at the next annual meeting, which should be held forthwith.  Indeed, at this point, almost 18 months have elapsed since CEDC’s last annual meeting, which is a corporate governance embarrassment.  I suggest that the board proposed at the next annual meeting be composed of nine directors, including besides myself at least three new independent directors – with professional experience in CEDC’s market – and three directors nominated by Mr. Tariko. 

-2-

As CEDC’s second largest stockholder, I look forward to hearing from you and working together to advance the best interests of CEDC, all its stockholders and its other stakeholders.  I continue to believe in the quality of our company’s underlying assets and the strength of its market position, and I believe that at its current valuation it could be made into a very attractive investment opportunity, provided that it is restructured and properly managed by new leadership.

Respectfully yours,

/s/ Mark Kaufman

Mark Kaufman

-3-