0001144204-12-069503.txt : 20121226 0001144204-12-069503.hdr.sgml : 20121224 20121226074326 ACCESSION NUMBER: 0001144204-12-069503 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121220 FILED AS OF DATE: 20121226 DATE AS OF CHANGE: 20121226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tariko Roustam CENTRAL INDEX KEY: 0001549506 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35293 FILM NUMBER: 121283785 MAIL ADDRESS: STREET 1: 12 KRASNOPRESNENSKAYA NAB. OFFICE 1507 CITY: MOSCOW STATE: 1Z ZIP: 123610 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 3000 ATRIUM WAY STREET 2: SUITE 265 CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 8562736970 MAIL ADDRESS: STREET 1: 3000 ATRIUM WAY STREET 2: SUITE 265 CITY: MT LAUREL STATE: NJ ZIP: 08054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROUST TRADING LTD. CENTRAL INDEX KEY: 0001548127 STATE OF INCORPORATION: D0 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35293 FILM NUMBER: 121283786 BUSINESS ADDRESS: STREET 1: 25 BELMONT HILLS DRIVE CITY: WARWICK STATE: D0 ZIP: WK 06 BUSINESS PHONE: 441-236-1612 MAIL ADDRESS: STREET 1: 25 BELMONT HILLS DRIVE CITY: WARWICK STATE: D0 ZIP: WK 06 4/A 1 v330914_4a.xml OWNERSHIP DOCUMENT X0306 4/A 2012-12-20 2012-09-20 0 0001046880 CENTRAL EUROPEAN DISTRIBUTION CORP CEDC 0001548127 ROUST TRADING LTD. 25 BELMONT HILLS DRIVE, WARWICK D0 WK 06 BERMUDA 1 0 1 1 See Remarks 0001549506 Tariko Roustam C/O CJSC "RUSSIAN STANDARD" CORPORATION 12 KRASNOPRESNENSKAYA NAB. OFFICE 1507 MOSCOW 1Z 123610 RUSSIAN FEDERATION 1 1 1 0 See Remarks Common Stock 2012-12-20 4 X 0 3000000 0 A 15920411 D Right to Adjustment Issuances 0 2012-12-20 4 X 0 0 0 D Common Stock 0 D As described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on July 11, 2012 and in the Form 4 filed on behalf of Roust Trading Ltd. ("RTL") dated September 20, 2012, pursuant to the terms of the Amended Securities Purchase Agreement (the "SPA") executed on July 9, 2012 and filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 11, 2012, RTL was entitled to acquire 10,000,000 shares of Common Stock for no additional consideration, subject to the following restrictions: RTL had a right to acquire, within five business days of a request by RTL at any time after the following dates: (i) up to 3,000,000 shares of Common Stock after the execution of the SPA and the Amended Governance Agreement (as defined in the Issuer's Current Report on Form 8-K filed with the SEC on July 11, 2012), the execution of such agreements having occurred on July 9, 2012; (ii) up to 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval (as defined in the SPA); and (iii) up to 2,000,000 shares following the Backstop Escrow Release Date (as defined in the SPA). The issuances of these shares is subject to the approval of all applicable anti-competition authorities and, until such applicable approvals are received, issuances will be limited to a maximum amount of Common Stock that may be issued without violation of any applicable anti-competition laws. On December 20, 2012, CEDC issued, for no additional consideration, 3,000,000 shares of Common Stock following RTL's exercise on November 15, 2012 of its right to acquire such shares pursuant to the terms of the SPA. The 3,000,000 shares of Common Stock were acquired for no additional consideration, subject to the restrictions described in footnotes 1 and 2 above. RTL holds the Common Stock and Right to Adjustment Issuances directly. Mr. Roustan Tariko ("Mr. Tariko") indirectly owns all of the equity interests of and controls RTL and, by virtue of this relationship, may be deemed to beneficially own the Common Stock owned by RTL and the Right to Adjustment Issuances described in Table II and footnotes 1 and 2 above. RTL exercised its right to acquire, for no additional consideration, 3,000,000 shares of Common Stock as described in footnotes 1 and 2 above and pursuant to the terms of the SPA. The Right to Adjustment Issuances are exercisable as follows: RTL has a right to acquire, within five business days of a request by RTL at any time after the following dates: (i) up to 3,000,000 shares of Common Stock after the execution of the SPA and the Amended Governance Agreement (which right has been exercised); (ii) up to 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval; and (iii) up to 2,000,000 shares following the Backstop Escrow Release Date. The Right to Adjustment Issuances is subject to termination pursuant to the SPA. As described in footnotes 1, 2 and 5 above, RTL currently has a right to acquire up to 7,000,000 shares of Common Stock within five business days of a request by RTL at any time after the following dates: (i) 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval and (ii) 2,000,000 shares following the Backstop Escrow Release Date. RTL has a contractual right to appoint director(s) to the Board of Directors of the Issuer and is a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Mr. Tariko is serving as Interim President. /s/ Wendell M. Hollis, as Authorized Representative of Roust Trading Ltd. 2012-12-24 /s/ Roustam Tariko 2012-12-24