-----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, UUkYoQAJ9iPVqyikaKahjVnWscnabm1PKMt61us0sogit3eKnNyJVPhb7H1KJ8Jf veE+Yq87sYg5s3VAccEVSA== 0001021408-02-006439.txt : 20020509 0001021408-02-006439.hdr.sgml : 20020509 ACCESSION NUMBER: 0001021408-02-006439 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020509 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020509 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: 02639922 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.txt 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 May 9, 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 of incorporation) identification number) 1343 Main Street, Suite 301, Sarasota Florida 34236 (Address of Principal Executive Offices) Registrants telephone number, including area code: (941) 330-1558 ITEM 2. Acquisition or Disposition of Assets On April 25, 2002, Central European Distribution Corporation ("the Company", "CEDC") completed the acquisition of Damianex S.A., an alcohol wholesaler in Southwestern Poland and Agis S.A., an alcohol wholesaler in central Poland. The terms and conditions of these acquisitions were negotiated on an arms-length basis. CEDC acquired all of the outstanding securities of both companies for approximately $11.75 million in cash and 334,000 shares of CEDC common stock. These acquisitions were funded from a combination of cash from CEDC's recent private placement of common stock, the issuance of shares of common stock of CEDC to the stockholders of Damianex S.A. and Agis S.A., and proceeds of a loan from Fortis Bank Polska. A copy of the press release, dated April 25,2002, issued by CEDC regarding the closing of the above-described transactions is attached as Exhibit 99.1 hereto. Item 7. Financial Statements and Exhibits. --------------------------------- (a) The financial statements required by this item will be filed by amendment to this Form 8-K not later than 60 days after the date this Current Report on Form 8-K is required to be filed with the Commission. (b) The pro forma financial information required by this item will be filed by amendment to this Form 8-K not later than 60 days after the date this Current Report on Form 8-K is required to be filed with the Commission. (c) Exhibits. Exhibit No. Description --- ----------- 2.1 Investment Agreement for Damianex dated April 22, 2002 * 2.2 Share Purchase Agreement for Agis dated April 24, 2002* 99.1 Press Release dated April 25, 2002 concerning the completion of two strategic acquisitions Agis and Damianex. * To be filed by amendment 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: May 9, 2002 /s/ James Archbold ------------------------------------ James Archbold Secretary EX-99.1 3 dex991.txt PRESS RELEASE Central European Distribution Completes Two Strategic Acquisitions, Nearly Doubling Existing Revenues and Earnings Sarasota, Florida--(PRNewswire)--April 25, 2002--Central European Distribution Corporation (Nasdaq:CEDC - news) today announced that it has completed its previously announced acquisitions of Agis located in central Poland and Damianex located in southwestern Poland, two strong regional distributors of alcoholic beverages. CEDC acquired all of the outstanding securities of both companies for approximately $11.75 million in cash and 334,000 shares of CEDC common stock. The audited combined 2001 net earnings and net revenues for Agis and Damianex were $2.8 million and $154 million respectively. These acquisitions were funded from a combination of cash from CEDC's recent private placement, bank debt denominated in U.S. Dollars and shares in CEDC. William Carey, President and CEO, said: "We are excited that we will be adding Agis and Damianex to the CEDC group. These acquisitions bring us a number of benefits including: . We will be doubling our existing net revenues and our net earnings on an annualized basis. . Our ability to acquire these two companies for approximately 5.7 times earnings is based on our strong balance sheet and our position as the only consolidator in the alcohol distribution market. . We expect these acquisitions to be accretive to earnings per share by approximately $0.25 to $0.30 in the year 2002 after factoring in the increased shares from the recent private placement. . Gaining distribution coverage in new strategically important areas." CEDC is the leading importer of beers, wines and spirits, as well as the largest distributor of domestic vodka on a nationwide basis in Poland. The Company operates approximately 30 regional distribution centers in major urban areas throughout Poland, one of Europe's fastest growing economies. It distributes many of the world's leading brands, including Johnnie Walker Scotch, Stock Brandy, Sutter Home, Torres, Mondavi and Concha y Toro wines, Corona, Beck's Pilsner, Foster's, Budweiser Budvar and Guinness Stout beers. Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties that are detailed from time to time in the Company's Security and Exchange Commission Reports. For more information, please contact: James Archbold Director of Investor Relations (941) 330-1558 www.ced-c.com - ------------- -----END PRIVACY-ENHANCED MESSAGE-----