-----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, Rq2T5HI0G/QtVqslpTfmyqtVjCipNkxPhqg4cH4iECOqSkMWUmdXeUcbaJyqTsFb m3ceOdjW4BhFxjuz07EVxw== 0001193125-06-003451.txt : 20060109 0001193125-06-003451.hdr.sgml : 20060109 20060109161538 ACCESSION NUMBER: 0001193125-06-003451 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060109 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060109 DATE AS OF CHANGE: 20060109 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: 06519422 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

 

Date of Report (Date of Earliest Event Reported) – January 9, 2006

 


 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

DELAWARE    0-24341    54-1865271

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)   

(IRS Employer

Identification No.)

Two Bala Plaza, Suite 300

Bala Cynwyd, Pennsylvania

   19004
(Address of Principal Executive Offices)    (Zip Code)

 

(610) 660-7817

(Registrant’s telephone number, including area code)

 


 

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 2.02.   Results of Operations and Financial Condition.

 

On January 9, 2006, Central European Distribution Corporation (the “Company”) issued a press release announcing, among other things, that its full year 2005 sales were at the high end of its previously-issued guidance. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

 

Item 7.01.   Regulation FD Disclosure.

 

The Company’s press release also announced the Company’s acquisition of certain alcohol distributors in Poland and raised the Company’s full year 2006 net sales and fully diluted earnings per share guidance.

 

The information contained in this Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.   Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  99.1 Press Release issued by Central European Distribution Corporation on January 9, 2006.


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Central European Distribution Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:   /s/ Chris Biedermann
   

Chris Biedermann

Vice President and

Chief Financial Officer

 

Date: January 9, 2006


EXHIBIT INDEX

 

Exhibit No.

  

Description


99.1    Press Release issued by Central European Distribution Corporation on January 9, 2006
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

Central European Distribution Corporation Finalizes Distributor Acquisitions; Raises 2006

Guidance; Confirms 2005 Sales Guidance at High End of Range

 

Bala Cynwyd, Pennsylvania January 9, 2006: Central European Distribution Corporation (Nasdaq : CEDC) today announced it has completed various acquisitions of alcohol distribution companies in Poland with combined annualized net sales of approximately $25 million. The total purchase price paid for these acquisitions was approximately $1.2 million through a combination of cash and shares.

 

As a result of these acquisitions, the Company is raising its 2006 full year net sales guidance from $906—$931 million to $931—$956 million and is raising its 2006 full year fully diluted earnings per share guidance from $1.94—$2.14 to $1.96—$2.16. The 2006 guidance does not take into account additional acquisitions of distribution or production companies that may be completed or any potential impact of foreign exchange movements. The above guidance also does not include the impact of expensing of options, which is estimated to be approximately $0.05 to $0.07 per fully diluted share. Including the impact of expensing options, 2006 full year fully diluted earnings per share guidance is $1.90—$2.10.

 

William Carey, President and CEO of CEDC, said, “There continues to be great interest from distributors in joining the CEDC group as the spirit market is continuing to go through rapid consolidation. CEDC is taking the lead in this consolidation as we continue to explore opportunities in acquiring both new brands and alcohol distributors as per our management objectives for 2006”

 

Mr. Carey continued, “We are also pleased with our strong sales results for 2005 coming in at the high end of our previously issued sales guidance of $730 to $760 million. We will provide a more complete update of our full year 2005 results, including earnings per share during the second half of February.”

 

CEDC is the largest vodka producer in Poland by value and produces the Absolwent, Zubrowka, Bols and Soplica brands, among others. CEDC currently exports Zubrowka to European and Asian markets.

 

CEDC is also the leading distributor and a leading importer of alcoholic beverages in Poland. CEDC operates 15 distribution centers and 87 satellite branches throughout Poland. It distributes many of the world’s leading brands in Poland, including brands such as Johnnie Walker Scotch, Stock Brandy, Sutter Home, Torres, Penfolds and Concha y Toro wines, and Corona, Foster’s, Grolsch, 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 included in the Company’s Form 10-K for the fiscal year ended December 31, 2004, and in other periodic reports filed by the Company with the Securities and Exchange Commission.

 

Contact:

James Archbold

Vice President and Director of Investor Relations

Central European Distribution Corporation

www.ced-c.com

610-660-7817

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