-----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, HXBtAn6mEpa+J/MYFsyYpUJ20kGqSgMqn+ayOQP9wHWONgkhV6HBJzsKOEvehIZm QJhudOjLjK7cvrckT0PJaQ== 0001193125-05-143808.txt : 20050718 0001193125-05-143808.hdr.sgml : 20050718 20050718170512 ACCESSION NUMBER: 0001193125-05-143808 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050718 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050718 DATE AS OF CHANGE: 20050718 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: 05959938 BUSINESS ADDRESS: STREET 1: TWO BALA PLAZA STREET 2: SUITE 300 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106607817 MAIL ADDRESS: STREET 1: TWO BALA PLAZA STREET 2: SUITE 300 CITY: BALA CYNWYD STATE: PA ZIP: 19004 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

 

July 18, 2005

(Date of Report)

(Date of Earliest Event Reported)

 


 

Central European Distribution Corporation

(Exact name of registrant as specified in its charter)

 


 

Delaware   0-24341   54-1865271

(State or other jurisdiction

of incorporation)

  (Commission file number)  

(IRS employer

identification number)

 

Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (610) 660-7817

 

 

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 7.01. Regulation FD Disclosure.

 

We are furnishing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1, which information is incorporated by reference herein. This information is excerpted from a final offering memorandum that is being distributed to prospective investors in connection with our private offering of €325,000,000 principal amount of our 8% Senior Secured Notes due 2012.

 

The information under this Item 7.01 is being furnished solely to satisfy the requirements of Regulation FD. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

 

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

  (c) Exhibits

 

99.1   Supplemental information (furnished in accordance with General Instruction B.2 of Form 8-K)


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.

 

Date: July 18, 2005   Central European Distribution Corporation
    By:  

/s/ James Archbold


    Name:   James Archbold
    Title:   Secretary
EX-99.1 2 dex991.htm SUPPLEMENTAL INFORMATION Supplemental information

Exhibit 99.1

 

Recent Developments

 

Acquisition of Delikates. On April 28, 2005, we acquired Delikates Sp. z o.o., a leading distributor in the Poznan region, for approximately $2.35 million, of which 80% of the purchase price was paid in cash and 20% of the purchase price was paid in shares of our common stock.

 

Bialystok Purchase Agreement Signed. On July 11, 2005, we entered into a definitive share purchase agreement with the Polish Treasury Ministry to purchase 61% of the outstanding capital stock of Bialystok for a total purchase price of PLN 1.06 billion ($317.0 million based on the exchange rate of June 30, 2005). The acquisition is subject to approvals from the Anti-Monopoly Office and the Polish Securities and Stock Exchange Commission. We expect the acquisition to close in the third quarter of 2005. As provided for in the share purchase agreement, we deposited with the Ministry of the State Treasury PLN 100.0 million ($29.9 million based on the exchange rate as of June 30, 2005). We financed this deposit with borrowings from existing credit facilities. Subject to certain conditions, the deposit will be credited towards the purchase price. The share purchase agreement also provides that we will make investments in Bialystok of at least PLN 77.5 million ($23.1 million based on the exchange rate as of June 30, 2005), guarantee employment for existing employees (subject to certain conditions) and perform other obligations. See “Description of Bialystok Purchase Agreement” for a further description of the share purchase agreement.

 

We are exploring the possibility of acquiring a portion of the remaining outstanding capital stock of Bialystok held by minority shareholders through various means.

 

Tax Claim Against Bols. On July 12, 2005, the taxing authorities of Poland claimed that Bols underpaid its excise tax by PLN 21.0 million, excluding PLN 6.9 million of the penalty interest due through the date of this offering memorandum. A liability of PLN 27.9 million has been recognized in the unaudited unconsolidated balance sheet of Bols as of March 31, 2005 for this matter. We and Rémy have entered into a Tax Deed dated June 27, 2005, providing for Rémy to indemnify us in the event the taxing authorities seek such payment of this excise tax (or portion thereof) from us.

 

Agreement with Bialystok Unions. On July 15, 2005, we entered into an agreement with the trade unions of Bialystok regarding a social package for the employees of Bialystok. The social package provides for:

 

    A guarantee of employment for a period of 10 years with at least the same employment level, conditions of work and terms of compensation as currently exist.

 

    An increase in the compensation of each employee by 4.5% effective July 1, 2005.

 

    An increase in the average monthly compensation of each employee by the inflation rate for the preceding year effective as of March 1, 2006 until the expiry of the term of the social package.

 

    Maintaining the level of contribution to the social fund of Bialystok, which is a discretionary fund to which Bialystok contributes that is used for the benefit of its employees.

 

    Payment by us of a privatization bonus, in an amount equal to ten times the value of the average compensation in Bialystok as at the date of entering into the social package, to each employee who has worked for Bialystok for more than 12 months. Such privatization bonus will be payable in two installments, the first installment (six times the value of the gross monthly remuneration) within 30 days of the closing of the Potential Bialystok Acquisition, and the second installment (four times the value of the gross monthly remuneration) within one year of the effective date of the social package. The estimated total amount of the privatization bonus is approximately PLN 17 million (approximately $5.1 million based on the exchange rate as of June 30, 2005).

 

Listing on Warsaw Stock Exchange. We intend to list on The Warsaw Stock Exchange. We have begun this process and expect to apply for listing in the fourth quarter of 2005.

 

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