0001181431-12-029915.txt : 20120515 0001181431-12-029915.hdr.sgml : 20120515 20120515121339 ACCESSION NUMBER: 0001181431-12-029915 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120507 FILED AS OF DATE: 20120515 DATE AS OF CHANGE: 20120515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tariko Roustam CENTRAL INDEX KEY: 0001549506 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35293 FILM NUMBER: 12842457 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35293 FILM NUMBER: 12842458 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 3 1 rrd345043.xml FORM 3 X0205 3 2012-05-07 0 0001046880 CENTRAL EUROPEAN DISTRIBUTION CORP CEDC 0001548127 ROUST TRADING LTD. 25 BELMONT HILLS DRIVE WARWICK WK 06 D0 BERMUDA 0 0 1 0 0001549506 Tariko Roustam C/O CJSC "RUSSIAN STANDARD" CORPORATION 12 KRASNOPRESNENSKAYA NAB. OFFICE 1507 MOSCOW 1Z 123610 RUSSIAN FEDERATION 0 0 1 0 Common Stock 12920411 D 3% Senior Note Due 2013 Common Stock 70000000 I See footnote The Common Stock is held directly by Roust Trading Ltd. ("RTL"). Mr. Roustam 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 shares of Common Stock owned by RTL. An affiliate of each of RTL and Mr. Tariko that is indirectly majority-owned and controlled by RTL and indirectly owned and controlled by Mr. Tariko, purchased, at par, the Issuer's 3% Senior Note Due 2013, with a face value of $70,000,000 and a maturity date of March 18, 2013. Pursuant to the terms of a Securities Purchase Agreement entered into between the Issuer and RTL on April 23, 2012, a copy of which was filed by the Issuer on April 24, 2012 as Exhibit 10.1 to the Issuer's Current Report on Form 8-K, upon approval by the Issuer's stockholders, the 3% Senior Note can effectively be exchanged by the Issuer (after January 30, 2012) or RTL (upon the Second Closing (as defined in the Securities Purchase Agreement)) into a number of shares of Common Stock of the Issuer equal to (i) the $70,000,000 face value of such note plus accrued and unpaid interest thereon as of the time that such note effectively becomes exchangeable divided by (ii) $5.25. By virtue of the relationships described in footnote 2 above, RTL and Mr. Tariko may be deemed to beneficially own the 3% Senior Note held by their affiliate. /s/ Wendell M. Hollis, as Authorized Representative of Roust Trading Ltd. 2012-05-15 /s/ Roustam Tariko 2012-05-15