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) – May 1, 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 7.01. Regulation FD Disclosure.

On May 1, 2006, Central European Distribution Corporation made a presentation to its shareholders at its Annual Meeting of Shareholders. A copy of the presentation materials is furnished as Exhibit 99.1 hereto and incorporated by reference herein. This information 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 Presentation materials for the Annual Meeting of Shareholders.

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: May 1, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation materials for the Annual Meeting of Shareholders.

EX-99.1

1

ANNUAL SHAREHOLDERS

MEETING

2006

2

Forward Looking Statements

Forward Looking Statements

This presentation 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 associated with forward-looking statements included in the

Company's Form 10-K for the fiscal year ended December 31, 2005, and other

periodic reports filed with the Securities and Exchange Commission.

3

VISION

VISION

•

VISION

Continued leadership in the beverage

manufacturing and distribution industry, by

providing our customers with products of

high value while maintaining integrity and

commitment to deliver shareholder value

4

Polish Economy

Polish Economy

•

GDP –

2006 4.8%

•

Unemployment –

17.8%

•

Inflation –

0.7%

•

Interest Rates –

4%

•

Currency –

EUR 3.87

USD 3.07

5

2005 Drinks Industry

2005 Drinks Industry

Overview

Overview

-

Total alcohol market growth in low single digits primarily

led by imports (beer, wine and spirits) and domestic beer

-

Spirit excise increase of 3% in February 2005 led to

softness in the domestic spirit market (no perceived impact

on imports)

-

CEDC has changed the spirit market landscape by

purchasing the two most profitable distilleries in Poland

-

Continued consolidation in the wholesale trade

-

Smaller spirit wholesalers continue to struggle to maintain

margin

6

2005 Highlights

2005 Highlights

-

Completed acquisitions of three regional distributors

-

Continued roll out of IT infrastructure and upgrading of

fleet

-

Concluded tender for banking services (significant

savings achieved)

-

Expanded internal audit department (successful Sarbanes-

Oxley

opinion)

-

Continued branch consolidation (over 15 branches

consolidated)

7

Transformational Year for

Transformational Year for

CEDC

CEDC

-

Transformed CEDC from leading distributor to leading

producer and distributor

-

Completed acquisitions of the two most profitable

distilleries in Poland

-

Obtained control of 32% of the vodka market in Poland

with 4 of the top 10 brands

-

The acquisition of Bols

together with our existing import

portfolio created the largest import portfolio in Poland

-The acquisition of Polmos

Bialystok

and Bols

enabled

CEDC to tap into growing international vodka market

8

Rational for

Rational for

Transformation

Transformation

OFFENSIVE

-

Benefits for sales force

through brand ownership

-

Margin expansion

-

Retail/wholesale leverage

-

Export potential from brand

ownership

-

Complimentary portfolio of

vodka brands

-

Larger import portfolio in

growing segment

-

Production synergies

DEFENSIVE

-

Control our own destiny

through brand ownership

-

Control of the margin table

from producer to retailer

-

Market entry for new players

extremely difficult

9

Business Strategy

Business Strategy

Accelerate direct sales of our own brands

700 strong sales force to focus on selling Bols’

and Bialystok’s

brands

Leverage access to 40,000 outlets to grow sales of our brands

Utilize dedicated on-trade sales force to execute brand building

in on trade outlets

Dedicated National Key Account and Off Trade sales force to

expand distribution and product listings

10

CEDC Brands –

CEDC Brands –

Bols

Bols

Vodka

Vodka

#1 Premium Vodka in Poland

One of the most recognized vodka brands in

Poland

Sales of more than 1.5 million cases

Most profitable brand in Poland

Re-launch of new Bols

flavors with new package

design

11

Bols

Bols

Vodka Actions

Vodka Actions

Focus on improvement

of brand visibility in

the traditional trade

and modern trade

12

Bols

Bols

Vodka Actions

Vodka Actions

Focus on improvement of brand visibility

in the traditional trade and modern trade

Modern trade

shelving system

for

super &

hypermarkets

13

CEDC Brands –

CEDC Brands –

Zubrówka

Zubrówka

Considered to be a vodka in a category of its own

in Poland with a unique flavor and heritage

Leading brand for export potential

Very loyal base of consumers

Strongly connected

with tradition and Polish

culture

Considered one of the top

icons of Poland

Approaching 1 million cases

14

CEDC Brands –

CEDC Brands –

Soplica

Soplica

One of the oldest vodka brands in Poland

Associated with Polish nobility and heritage

Currently under priority to be exported

New package design and price positioning

executed in August 2005 –

30% growth since

re-launch

New line extensions of flavors launched this year

On target to reach 1 million cases in 2007

15

CEDC Brands –

CEDC Brands –

Absolwent

Absolwent

#1 Vodka in Poland for last 7 years

One of the top 10 selling vodka brands in the

world

High quality at a reasonable price

Brand has continued to outperform the category

Positioned in the mainstream

Close to 4 million cases sold

16

Business Strategy

Business Strategy

Reduce costs of goods sold

Leverage purchasing power to reduce cost of raw materials

Largest spirit purchaser in Poland

Purchase over 100 million each of bottles, caps and labels per year

Build rectified spirit plant by early 2007 at our two production

sites -> payback within 3 years

17

Business Strategy

Business Strategy

Reduce key operating overhead expenses

Reduction of headcount by 10% by 2008

Reduction of bad debt expense

Combine purchasing power to reduce key SG&A costs

Continue to consolidate satellite branches

Consolidate back office of CEDC in 2008

18

Business Strategy

Business Strategy

Develop new brand opportunities

Introduction of new brands for own and third-party brands

Current excess production capacity gives opportunity for

growth of new brands for next three years

Restricted advertising laws in Poland emphasizes new brands

to be developed through distribution

Post rectification (lowering of spirit costs) more aggressive

move into private label and economy sector

19

Business Strategy

Business Strategy

Continued Acquisitions of Producers and Distributors

Grow current 32% production share to 40% by acquiring niche

brands

Utilize excess capacity with acquired niche brands

Targeting mid-single digit multiple on a forward 12 month

basis for brands acquisition

Acquire distributors with at least $100 million in annualized

sales for 2006 and 2007

20

Business Strategy

Business Strategy

Expand higher margin import portfolio

Combination of CEDC’s

and Bols’

exclusive imports

strengthens position as a “one stop shop”

Rapid on premise expansion in Poland drives growth

opportunities for imports

Our direct distribution and strong sales force makes us more

attractive for additional agency brands

Strong GDP and purchasing power growth in Poland will fuel

consumer demand for imports

21

Business Strategy

Business Strategy

Expand export sales

Vodka represents the fastest growing category worldwide

Grow Zubrowka

exports to reach 750,000 cases within 5 years

(current base 170,000 cases)

Expand export sales for Soplica

to 200,000 cases within 5

years

New distributor agreements to be signed in 2006 representing

greater value for CEDC

Expand geographical reach of Zubrowka

from current small

base

22

Zubrówka

Zubrówka

–

–

New Export

New Export

Package

Package

23

Business Strategy

Business Strategy

Target opportunities outside of Poland

Regional acquisition opportunities (Central and Eastern

Europe)

Target companies with similar business model as CEDC

Leverage our know how and business relations to utilize in

other markets

License production of Bols

in Russia

24

Financial Activities Highlights

Financial Activities Highlights

Completed acquisition financing

325 million EUR bond offering

$117 million private equity placement

Completed two significant producer acquisitions

Bols

included in consolidated results as of August 2005

66% of Polmos

Bialystok

included in consolidated results as

of October 2005

25

Income Statement Summary

Income Statement Summary

Dec-04

Dec-05

$ Change

% Change

Net sales

580,744

749,415

168,671

29%

Gross Margin

74,331

122,047

47,716

64%

as a percentage of sales

12.8%

16.3%

Total selling, general and administrative

expense

45,946

70,405

24,459

53%

as a percentage of sales

7.9%

9.4%

Operating profit

28,385

51,642

23,257

82%

as a percentage of sales

4.9%

6.9%

Total non operating income (expenses)

-1,941

-23,768

-21,827

1125%

Income before taxes

26,444

27,874

1,430

5%

Minority Interest

0

2,260

Income tax expense

4,614

5,346

732

16%

Net income

21,830

20,268

-1,562

-7%

Income per FD share

1.31

1.05

(0.25)

-19%

Net Income Comparable Basis

21,830

31,322

9,492

43%

Comparable Income per FD share

1.31

1.63

0.32

25%

12 months

Sales up 29%

Improved gross margins

82% growth in operating

profit

Increase in non operating

expenses from bond

interest and acquisition

related expenses

On a comparable basis

25% increase in FD EPS

26

Other Financial Highlights

Other Financial Highlights

Dec-04

Dec-05

$ Change

% Change

EBITDA, adjusted for minority interest

31,992

55,909

23,917

75%

Cash flow from operations

8,861

34,081

25,220

285%

Cash

10,491

60,745

50,254

479%

Total Shareholders Equity

120,316

374,942

254,626

212%

Total Assets

291,704

1,084,472

792,768

272%

12 months

27

Conclusion

Conclusion

CEDC became the 4th

largest vodka producer in the world

Further consolidation of brands and distribution will

continue –

branded products continue to take share

Growing consumer purchasing power will fuel growth of

domestic brands

and imports

Leverage our infrastructure for improving shareholder value

Export to play a key profit driver over the next 5 years

Continued consolidation in Central & Eastern Europe with

CEDC taking an active role

28

Family of Fine Beverages