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. 16)*
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:
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Ben Burman |
Adam O. Emmerich | |
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Darrois Villey Maillot Brochier AARPI |
Wachtell, Lipton, Rosen & Katz | |
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69, avenue Victor Hugo |
51 West 52nd Street | |
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75116 Paris, France |
New York, NY 10019 | |
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+ 33 1 45 02 19 19 |
(212) 403 1000 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
January 25, 2013
(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. 16 to Schedule 13D (this “Amendment No. 16”) 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. 16 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, Amendment No. 11 to Schedule 13D filed by the Reporting Persons with the SEC on August 2, 2012, Amendment No. 12 to Schedule 13D filed by the Reporting Persons with the SEC on November 14, 2012, Amendment No. 13 to Schedule 13D filed by the Reporting Persons with the SEC on November 19, 2012, Amendment No. 14 to Schedule 13D filed by the Reporting Persons with the SEC on November 27, 2012 and Amendment No. 15 to Schedule 13D filed by the Reporting Persons with the SEC on January 16, 2013 (as so amended, the “Existing Schedule 13D”). Capitalized terms used in this Amendment No. 16 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.
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Item 4. |
Purpose of Transaction |
Item 4 of the Existing Schedule 13D is amended and supplemented by adding between the fifteenth and sixteenth paragraphs thereof the following new paragraph:
On January 25, 2012, Kaufman sent a letter (the “January 25 Letter”) to the Chairman of the Board of Directors and members of the Board of Directors of the Issuer. The January 25 Letter is included as Exhibit 99.12 to this statement on Schedule 13D and is incorporated herein by reference.
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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:
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Exhibit No. |
Description |
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Exhibit 99.1 |
Joint Filing Agreement, dated as of August 28, 2011, by and between Mark Kaufman and W & L Enterprises Ltd. |
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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. |
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Exhibit 99.3 |
Letter, dated December 9, 2011, from Mark Kaufman to the members of the Board of Directors of the Issuer. |
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Exhibit 99.4 |
Letter, dated February 21, 2012, from Mark Kaufman to the Chairman of the Board of Directors of the Issuer. |
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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. |
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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. |
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Exhibit 99.7 |
Letter, dated July 12, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer. |
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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. |
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Exhibit 99.9 |
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Letter, dated November 14, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer. |
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Exhibit 99.10 |
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Letter, dated November 19, 2012, from Mark Kaufman to the members of the Board of Directors and the Special Committee of the Issuer. |
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Exhibit 99.11 |
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Letter, dated January 16, 2013, from Mark Kaufman to the investors, Chairman of the Board of Directors and members of the Board of Directors of the Issuer. |
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Exhibit 99.12 |
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Letter, dated January 25, 2013, from Mark Kaufman to the Chairman of the Board of Directors and 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: January 25, 2013
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/s/ Mark Kaufman |
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Mark Kaufman |
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W & L ENTERPRISES LTD |
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By: /s/ Mark Kaufman |
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Name: |
Mark Kaufman |
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Title: |
Director |
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By: /s/ Olga Kuritsyna |
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Name: |
Olga Kuritsyna |
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Title: |
Director |
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Exhibit No. |
Description |
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Exhibit 99.1 |
Joint Filing Agreement, dated as of August 28, 2011, by and between Mark Kaufman and W & L Enterprises Ltd.* |
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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.** |
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Exhibit 99.3 |
Letter, dated December 9, 2011, from Mark Kaufman to the members of the Board of Directors of the Issuer.*** |
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Exhibit 99.4 |
Letter, dated February 21, 2012, from Mark Kaufman to the Chairman of the Board of Directors of the Issuer.**** |
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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). |
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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.***** |
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Exhibit 99.7 |
Letter, dated July 12, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer.****** |
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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.******* |
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Exhibit 99.9 |
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Letter, dated November 14, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer.******** |
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Exhibit 99.10 |
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Letter, dated November 19, 2012, from Mark Kaufman to the members of the Board of Directors and the Special Committee of the Issuer.********* |
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Exhibit 99.11 |
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Letter, dated January 16, 2013, from Mark Kaufman to the investors, Chairman of the Board of Directors and members of the Board of Directors of the Issuer.********** |
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Exhibit 99.12 |
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Letter, dated January 25, 2013, from Mark Kaufman to the Chairman of the Board of Directors and members of the Board of Directors of the Issuer.^ |
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* |
Previously filed with the Statement on Schedule 13D, dated August 29, 2011 (File no. 005-56061) |
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** |
Previously filed with the Statement on Schedule 13D, dated September 12, 2011 (File no. 005-56061) |
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*** |
Previously filed with the Statement on Schedule 13D, dated December 9, 2011 (File no. 005-56061) |
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**** |
Previously filed with the Statement on Schedule 13D, dated February 21, 2012 (File no. 005-56061) |
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***** |
Previously filed with the Statement on Schedule 13D, dated May 10, 2012 (File no. 005-56061) |
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****** |
Previously filed with the Statement on Schedule 13D, dated July 12, 2012 (File no. 005-56061) |
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******* |
Previously filed with the Statement on Schedule 13D, dated August 2, 2012 (File no. 005-56061) |
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******** |
Previously filed with the Statement on Schedule 13D, dated November 14, 2012 (File no. 005-56061) |
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********* |
Previously filed with the Statement on Schedule 13D, dated November 19, 2012 (File no. 005-56061) |
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********** |
Previously filed with the Statement on Schedule 13D, dated January 16, 2013 (File no. 005-56061) |
Exhibit 99.12
Mark Kaufman
16, boulevard de la Princesse Charlotte
98000 Monaco
January 25, 2013
Chairman of the Board of Directors
Members of the Board of Directors
Central European Distribution Corporation
3000 Atrium Way, Suite 265
Mt. Laurel, New Jersey 08054
United States of America.
Dear Chairman of the Board,
Dear Members of the Board,
CEDC has not held an Annual General Meeting since 19 May 2011 and has not yet announced a date for its next Annual General Meeting.
In my letter dated 16 January 2013 to the investors, Chairman of the Board of Directors and members of the Board of Directors of CEDC, I wrote that in the event that the Board does not publicly announce within 10 days (i.e., by 26 January 2013) that it will hold an Annual General Meeting within a reasonably prompt timeframe (including a reasonably prompt announcement of an applicable record date for stockholders entitled to notice of and to vote at such meeting), I intended to apply to the Delaware Court of Chancery for a summary order compelling CEDC to hold such a meeting at the earliest possible date.
This reasonable timeframe of 10 days expires tomorrow, and I have yet to hear any response from CEDC. As such, I have retained Delaware counsel and have prepared a complaint to be filed in the Delaware Court of Chancery on or around 28 January 2013 to compel CEDC to hold an Annual General Meeting at the earliest possible date.
Yours truly,
/s/ Mark Kaufman
Mark Kaufman
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