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 FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 22)*
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:
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
March 1, 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. 22 to Schedule 13D (this “Amendment No. 22”) 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. 22 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, Amendment No. 18 filed by the Reporting Persons with the SEC on February 11, 2013, Amendment No. 19 filed by the Reporting Persons with the SEC on February 18, 2013, Amendment No. 20 filed by the Reporting Persons with the SEC on February 19, 2013 and Amendment No. 21 filed by the Reporting Persons with the SEC on February 21, 2013 (as so amended, the “Existing Schedule 13D”). Capitalized terms used in this Amendment No. 22 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 hereby amended and supplemented as follows:
On March 1, 2013, W&L sent a letter (the “March 1 Letter”) to the Issuer. The March 1 Letter is included as Exhibit 99.16 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. |
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Exhibit 99.15 |
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Nondisclosure and Confidentiality Agreement, dated as of February 18, 2013, by and between Central European Distribution Corporation and W&L Enterprises Ltd. |
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Exhibit 99.16 |
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Letter, dated March 1, 2013, from W&L Enterprises Ltd. 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: March 1, 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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Exhibit 99.15 |
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Nondisclosure and Confidentiality Agreement, dated as of February 18, 2013, by and between Central European Distribution Corporation and W&L Enterprises Ltd.************** | |||
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Exhibit 99.16 |
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Letter, dated March 1, 2013, from W&L Enterprises Ltd. 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)
************* Previously filed with the Statement on Schedule 13D, dated February 18, 2013 (File no. 005-56061)
************** Previously filed with the Statement on Schedule 13D, dated February 19, 2013 (File no. 005-56061)
*************** Filed herewith
W&L Enterprises Ltd.
Craigmuir Chambers
P.O. Box 71
Road Town
Tortola
British Virgin Islands
March 1, 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,
As you know, on February 18, 2013, W&L Enterprises Ltd. (“W&L”) entered into a Nondisclosure and Confidentiality Agreement (the “NDA”) with Central European Distribution Corporation (“CEDC”) in order to engage in discussions regarding a potential Restructuring of CEDC (as defined in the NDA). We appreciate that both you and your advisors have taken the time to hold these discussions with us.
We have reviewed the terms of the exchange offer filed by CEDC on February 25, 2013, as well as the terms of the two alternative restructurings suggested by Roust Trading Limited that are described in CEDC’s Offering Memorandum, Consent Solicitation and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization, dated February 25, 2013.
We find it extremely troubling (and are certain other creditors will find it similarly troubling) that all three of these restructuring plans would treat the $50 million credit facility extended by Mr. Roustam Tariko separately and differently from the claims held by other unsecured creditors. We do not believe that it is appropriate to treat Mr. Tariko’s claims under this credit facility more favorably than the claims of other unsecured creditors, as the grant of collateral to secure the obligations to Mr. Tariko under the credit facility likely could be avoided as a preferential transfer if CEDC were to file for Chapter 11 bankruptcy protection. We also are troubled by the circumstances under which such collateral was granted in the first place, at a time when CEDC’s own auditors raised “substantial doubt about the Company’s ability to continue as a going concern.” We will not support any restructuring of CEDC that would treat Mr. Tariko’s claims more favorably than the claims of other unsecured creditors, and we doubt that any constituency other than Mr. Tariko would be willing to move forward on this basis.
Further, I wish to inform you that I received a copy of a letter, dated March 1, 2013, addressed by Mr. M. Khabarov, CEO of A1 Investments (Alfa Group), to the ad hoc Committee of 2016 Bondholders c/o Mr. Charles Noel-Johnson of Moelis & Co. In this letter, A1 expresses its interest to put together a consortium of investors, including Mr. Tariko, myself and other undisclosed interested parties, “with up to USD$250mln of cash to invest” to develop an alternative proposal for CEDC’s successful restructuring. The letter also states that my “knowledge and expertise … in the alcohol industry would provide significant additional value through oversight over certain aspects of strategic and operational execution of company deliverables.”
Given the reputation and track record of A1 in Russia, I intend to consider with the utmost care A1’s invitation to participate in such consortium.
In the coming days, I intend to continue discussions with all constituencies involved in the situation, including CEDC, ad hoc Committee of 2016 Bondholders, A1 and Mr. Tariko, and other third parties that we have identified, with the aim of proposing a balanced and viable Restructuring alternative.
W&L ENTERPRISES LTD.
By: /s/ Mark Kaufman
Name: Mark Kaufman
Title: Director
cc: Scott V. Simpson, Skadden, Arps, Slate, Meagher & Flom (UK) LLP
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