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. 19)*
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
Darrois Villey Maillot Brochier AARPI
69, avenue Victor Hugo
75116 Paris, France
+33 1 45 02 19 19
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
February 18, 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. 19 to Schedule 13D (this “Amendment No. 19”) 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. 19 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, Amendment No. 15 to Schedule 13D filed by the Reporting Persons with the SEC on January 16, 2013, Amendment No. 16 to Schedule 13D filed by the Reporting Persons with the SEC on January 25, 2013, Amendment No. 17 filed by the Reporting Persons with the SEC on January 28, 2013 and Amendment No. 18 filed by the Reporting Persons with the SEC on February 11, 2013 (as so amended, the “Existing Schedule 13D”). Capitalized terms used in this Amendment No. 19 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 nineteenth and twentieth paragraphs thereof the following new paragraph:
On February 18, 2013, Kaufman sent a letter (the “February 18 Letter”) to the Chairman of the Board of Directors and members of the Board of Directors of the Issuer. The February 18 Letter is included as Exhibit 99.14 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. |
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Exhibit 99.13 |
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Verified Complaint Pursuant to 8 Del. C. § 211, filed January 28, 2013.
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Exhibit 99.14 |
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Letter, dated February 18, 2013, from Mark Kaufman to 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: February 18, 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 | |
| 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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Exhibit 99.13 |
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Verified Complaint Pursuant to 8 Del. C. § 211, filed January 28, 2013.************ | ||
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Exhibit 99.14 |
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Letter, dated February 18, 2013, from Mark Kaufman to 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) |
*********** Previously filed with the Statement on Schedule 13D, dated January 25, 2013 (File no. 005-56061)
************ Previously filed with the Statement on Schedule 13D, dated January 28, 2013 (File no. 005-56061)
^ Filed herewith
Exhibit 99.14
Mark Kaufman
16, boulevard de la Princesse Charlotte
98000 Monaco
February 18, 2013
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 Members of the Board,
I am aware that you and your advisors are actively looking for a solution to address the problem of the Convertible Notes due 15th March 2013.
As I wrote in several public communications over the past two years, I have genuine confidence in the underlying potential of Central European Distribution Corporation (“CEDC” or the “Company”). I believe CEDC could be an attractive opportunity for several financial or strategic investors under normalized circumstances.
At this critical stage, I wish to work with CEDC to sponsor a restructuring plan to put an end to CEDC’s balance sheet crisis (the “Plan”), and take an active role in the future turnaround of the Company.
As part of the Plan, I am ready to commit personal funds, immediately available in cash, of up to USD 75 million.
This investment would be conditioned on a global agreement with all constituencies involved, i.e., the holders of the Convertibles Notes due March 15, 2013, including Mr. Tariko and his affiliates, and the holders of the 2016 Senior Secured Notes.
The agreement would have to take into account the current market value of the 2013 Convertible Notes.
As part of the Plan, I am also ready to commit my professional experience on a full-time basis to participate in the turnaround of the Company and future value creation. In addition to me, there are other professionals, both in Russia and internationally, who would be able to complement the team to deliver a stronger business performance.
Should it be helpful, well-established Russian firms of high standing, specialized in distressed situations, and which have already expressed interest in CEDC, could also be invited to assist the management team in relation to specific aspects of the Company’s Russian operations.
With improved management, I believe that USD 150-175 million is a realistic EBIDTA target for 2015, excluding exceptional non-recurring items, with a further increase to USD 200 million in 2016-2017.
On that basis, the Plan would not contemplate any reduction in the principal of the 2016 Senior Secured Notes. I intend to initiate immediate discussions with the existing ad-hoc committee of holders of the 2016 Secured Notes to inform them of my willingness to invest new capital as part of the Plan, and to progress towards a fair solution.
The Plan would include customary provisions for such types of arrangements.
Taking into account my thorough knowledge of the Company’s situation and of the constituencies involved, as well as my expertise in the Russian wine and spirits market, I believe an expeditious resolution of the situation is possible.
My advisors and I stand ready to hold working sessions with the Company as soon as possible.
Truly yours,
Mark Kaufman