-----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, QPFr2s0yS9/2ZfMnzJyER3WRU18qmLGqGQ5qjxD3U7tkDm308JI1TEUMkBUZhh24 Vr3EkTm2ftYsY0OuC1VUpw== 0000950168-02-002964.txt : 20021016 0000950168-02-002964.hdr.sgml : 20021016 20021016135034 ACCESSION NUMBER: 0000950168-02-002964 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021016 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL EUROPEAN DISTRIBUTION CORP CENTRAL INDEX KEY: 0001046880 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180] IRS NUMBER: 541865271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24341 FILM NUMBER: 02790239 BUSINESS ADDRESS: STREET 1: PALM TOWER BUILDING STREET 2: 1343 MAIN STREET SUITE 301 CITY: SARASOTA STATE: FL ZIP: 34236 BUSINESS PHONE: 9413301558 MAIL ADDRESS: STREET 1: PALM TOWER BUILDING STREET 2: 1343 MAIN STREET SUITE 301 CITY: SARASOTA STATE: FL ZIP: 34236 8-K 1 d8k.htm FORM 8-K Form 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 

 
Form 8-K
 
CURRENT REPORT
 

 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
October 16, 2002
(Date of Report)
 
Central European Distribution Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
0-24341
 
54-1865271
(State or other jurisdiction
 
(Commission file number)
 
(IRS employer identification number)
   
of incorporation)
   
 
1343 Main Street, Suite 301, Sarasota Florida 34236
(Address of Principal Executive Offices)
 
Registrants telephone number, including area code: (941) 330-1558
 


 
ITEM 5.    Acquisition or Disposition of Assets
 
On October 16, 2002, Central European Distribution Corporation (the “Company” or “CEDC”) completed the acquisition of Onufry, a strong regional distributor of alcoholic beverages located in the North of Poland in the Tri-city region of Gdansk, Gydnia and Sopot. CEDC acquired 96.75% of the outstanding shares of Onufry for approximately $2.2 million, of which approximately $1.6 million was paid in cash and approximately $0.6 million was paid in shares of CEDC common stock. The 64,585 shares of CEDC common stock issued to Onufry will be subject to a one year lock-up period. The 64,585 shares will be issued in two tranches. The first tranche of 39,503 shares will be issued now, and the second tranche of 25,082 shares will be issued by February 28, 2003, which is conditional on post-closing adjustments. The purchase price of the 64,585 shares will be $9.68 USD per share. The remaining 3.25% of the outstanding shares of Onufry are expected to be purchased by CEDC on similar terms in the near future. A copy of the press release, dated October 16, 2002, issued by CEDC regarding the closing of the above-described transaction is attached as Exhibit 99.1 hereto.
 
Item 7.    Financial Statements and Exhibits.
 
(a)
 
Not applicable.
 
(b)
 
Not applicable.
 
(c)
 
Exhibits.
 
   
Exhibit No.

  
Description

   
99.1
  
Press Release dated October 16, 2002 regarding the completion of the acquisition Onufry


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
Date: October 16, 2002
  
/s/    JAMES ARCHBOLD

    
James Archbold
    
Secretary
EX-99.1 3 dex991.htm PRESS RELEASE FOR OCTOBER 16, 2002 Press Release for October 16, 2002
 
Central European Distribution Corporation Completes Its Seventh Strategic Acquisition in Poland
 
Sarasota, Florida—(PRNewswire)—October 16, 2002—Central European Distribution Corporation (Nasdaq:CEDC-news) today announced that it has completed its previously announced acquisition of Onufry, a strong regional distributor of alcoholic beverages in the north of Poland with net sales for 2001 of approximately $30 million.
 
CEDC acquired 96.75% of the outstanding shares of Onufry for approximately $2.2 million, of which approximately $1.6 million was paid in cash and approximately $0.6 million was paid in shares of CEDC common stock. The 64,585 shares of CEDC common stock issued to Onufry will be subject to a one year lock-up period. The 64,585 shares will be issued in two tranches. The first tranche of 39,503 shares will be issued now, and the second tranche of 25,082 shares will be issued by February 28, 2003, which is conditional on post-closing adjustments. The purchase price of the 64,585 shares will be $9.68 USD per share. The remaining 3.25% of the outstanding shares of Onufry are expected to be purchased by CEDC on similar terms in the near future.
 
William Carey, President and CEO of CEDC, said: “We are excited that we will be adding Onufry to the CEDC group and expect the acquisition to be immediately accretive to earnings. Moreover, we expect the addition of Onufry management to enhance the overall management team of the CEDC Group while consolidating and strengthening our distribution coverage in one of the fastest growing areas in Poland.”
 
CEDC is one of the leading importers of beers, wines and spirits, as well as one of the largest distributors of domestic vodka on a nationwide basis in Poland. The Company operates thirty regional distribution centers in major urban areas throughout Poland. It distributes many of the world’s leading brands, including brands such as Johnnie Walker Scotch, Stock Brandy, Sutter Home, Torres, Mondavi and Concha y Toro wines, Corona, Beck’s, Foster’s, Budweiser Budvar and Guinness Stout beers.
 
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the securities laws. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2001, and other periodic reports filed with the Securities and Exchange Commission.
 
Please visit our web site at www.ced-c.com or contact:
James Archbold
Director of Investor Relations
Central European Distribution Corporation
941-330-1558
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