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 19, 2006

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-24341	54-18652710
(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 19, 2006, William V. Carey, Chairman, President and Chief Executive Officer of Central European Distribution Corporation, will speak at the UBS CEE Senior Management Conference in London, England. On June 1, 2006, Mr. Carey will speak at the Dresdner Kleinwort Wasserstein 2006 Global Beverage Conference in Milan, Italy. Attached as Exhibit 99.1 are the PowerPoint slides that Mr. Carey will present during his speeches. The information in this Form 8-K, including Exhibit 99.1, is being furnished and 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 PowerPoint slides.

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 19, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	PowerPoint slides.

EX-99.1

Family of Fine Beverages

Exhibit 99.1

1

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 CEDC 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. CEDC 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 CEDC’s Form 10-K for the fiscal year ended December 31,

2005, and in other periodic reports filed by CEDC with the Securities and Exchange

Commission.

2

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

3

Who is CEDC?

Originally founded in 1990

NASDAQ listed since 1998 with current market

capitalisation of almost US$1 billion

The leading producer

of vodka in Poland and the 4th

largest producer of vodka worldwide.

The leading distributor

and importer

of alcoholic

beverages in Poland.

Operate largest nationwide next-day alcoholic

beverage delivery service with 15 distribution centers

and 78 satellite branches located throughout Poland

4

Who is CEDC? (cont’d.)

Distributes

over

700

brands

of

alcoholic

beverages

consisting

of

a

wide range of alcoholic beverages.

Over

2,900

employees

in

Poland

Net Sales CAGR of 43% over the last five years

EPS CAGR of 81% over the last five years

2006 forecasted sales of US$931 million to US$956 million and

forecasted EPS of US$1.90 to US$2.10

5

2005 Polish Drinks Industry 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

Transformational Year for 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

7

Rational for 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

8

Market Position of CEDC

•

Leading

importer

of

alcoholic

beverages

in

Poland,

-

No. 1 importer of wine

-

No. 1 importer of beer

-

A leading importer of spirits

•

Leading

distributor

of

alcoholic

beverages

in

Poland

-

No. 1 distributor of domestic spirits

-

No. 1 distributor of wine

•

Leading

producer

of

vodka

in

Poland

-

No.

1

Mainstream

Vodka

in

Poland

–

Absolwent

-

No.

1

Premium

Vodka

in

Poland

–

Bols

-

No.

2

Flavoured

Vodka

-

Zubrowka

9

Leading Vodka

Producer By Value

Source: AC Nielsen; Rinki Alkoholowe

Vodka producers market share

by value

Market shares for key brands

by value

Source: AC Nielsen

Sobieski, 28%

Polmos Lublin, 8%

Vin & Spirit, 7%

Pernod, 3%

Diageo, 3%

Brown Forman, 3%

Other, 17%

32%

Excluding the economy sector, CEDC has over 46%

of the vodka market by volume

Rank

Brand

Segment

Producer

Value

Share

1

Absolwent

Mainstream

14.8%

2

Starogardzka

Econony

Sobieski

10.5%

3

Bols

Premium

6.8%

4

Gorzka

Zoladkowa

Mainstream

Polmos

Lublin

6.3%

5

Sobieski

Premium

Sobieski

4.8%

6

Soplica

Mainstream

3.5%

7

Luksusowa

Mainstream

Vin

& Spirit

3.5%

8

Krakowska

Econony

Sobieski

3.4%

9

Zubrowka

Mainstream

3.2%

10

Balsam Pomorski

Econony

Sobieski

3.0%

10

Leading

Importer

Of Beers, Wines

and Spirits

Metaxa

(1)

Rémy Martin cognac

Passoa Liqueur

St. Rémy brandy

Cointreau Liqueur

Bols Liqueurs

(1)

Grant’s whisky

Jim Beam bourbon

(1)

Jaegermeister bitter

Jose Cuervo

Camus Cognac

Raynal

Sierra

(1)

Teacher’s

Sauza

Spirits

Notes: (1) Hold a leading position in their respective sectors

Amsterdam

Bitburger

Budweiser

Corona

Foster’s

Franziskaner

Grolsch

Guinness

Kilkenny

Evian

Apollinaris

E&J Gallo wines

(1)

Sutter Home

(1)

Rosemount

Veuve Clicquot

Rothschild

Laroche

Moreau & Fils

Codorniu

Torres

Banfi

Frescobaldi

Penfolds

Concha y Toro

(1)

Georges Duboeuf

Piper Heidsieck

Beers/Water

Wines

Above represents only partial selection of products imported by CEDC

CEDC Exclusive Import Portfolio

11

Leading National Distribution Network

Distribution platform with national footprint:

15 distribution centres and 78 satellite branches

700 sales people visiting both on and off-trade clients

40,000 outlets serviced

National coverage is important due to:

Poor road infrastructure

Local stores (traditional trade) are expected to remain key

point of purchase for alcoholic beverage products

Next largest distributor, Alti Plus (7% market

share) has a multi-regional rather than

national network

Producers are highly dependant on

distributors with national footprint

Above the line advertising not allowed in Poland

12

National Sales and Marketing Teams

•

Focused Marketing Team of 28 people to develop own and agency brands in

Poland

•

Three focused National Sales Organizations

›

On Trade Sales –

Key Brand Building Opportunity

-

Over 70 people employed in the only dedicated On-Trade sales team in Poland

-

Leverages the key brand building opportunities offered by the HORECA channel

›

Key Account Sales Team

-

Dedicated team of 80 people across all CEDC companies focused on

serving key accounts

-

In

house

team

of

merchandisers

supported

by

additional

outsourced

team

–

serving

top

200

accounts

for

all

key

brands

-

National coverage of CEDC allows us to serve nationwide customers on all levels both at headquarter level and store

level

›

Traditional Trade Sales Team

-

National sales force of 550 people focused on dominant channel in Poland

-

Ability to execute national promotions and merchandising standards across Poland with our 40,000 direct customers

13

CEDC Brands –

Bols

Vodka

#1 Premium Vodka 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 in 1

st

quarter of 2006

License production in Russia planned for 2007

14

CEDC Brands –

Zubrówka

Considered to be a vodka in a category of its own in Poland with

a unique flavor and heritage

Leading brand for export

Very loyal base of consumers

Strongly connected with tradition and Polish

culture

Considered one of the top icons of Poland

Approaching 1 million cases

15

CEDC Brands –

Soplica

One of the oldest vodka brands in Poland

Associated with Polish nobility and heritage

Currently exported to markets such as UK

and Mexico

New package design and price positioning

executed in August 2005 –

30% growth

since re-launch

New line extensions of flavors launched this

year in 1

st

quarter of 2006

On target to reach 1 million cases in 2007

16

CEDC Brands –

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

17

Accelerate direct sales of our own brands

700 strong sales force to focus on selling own brands and

imports

Leverage our 40,000 direct customers 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

Business Strategy

18

Reduce costs of goods sold

Leverage purchasing power to reduce cost of raw materials

Largest spirit purchaser in Poland

Purchase over 120 million each of bottles, caps and labels

per year

Build rectified spirit plant by mid 2007 at our two production

sites -> payback within 3 years

Business Strategy

19

Reduce key operating overhead expenses

Combine purchasing power to reduce key SG&A costs

Continue to consolidate satellite branches

Consolidate back office of CEDC in 2008

Reduction of headcount by 10% by 2008

Reduction of bad debt expense at production level through

new trade terms introduced December 1, 2005

Business Strategy

20

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

Business Strategy

21

Continued Acquisitions of Producers/Brands and

Distributors

Grow current 32% production share to 40% by acquiring

niche brands and growth of own brands

Utilize excess capacity with acquired niche brands

Targeting mid-single digit multiple for brand acquisitions on

a forward 12 month basis

Acquire distributors with at least $100 million in annualized

sales for 2006 and 2007

Business Strategy

22

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

Business Strategy

23

•

Expand export sales

Vodka represents the fastest growing category world wide

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 (current base 30,000 cases)

New distributor agreements to be signed in 2006

representing greater value for CEDC

Expand geographical reach of Zubrowka

from current small

base

Business Strategy

24

Zubrówka

–

New Export Package

Increase of net

contribution  per case by

40%

25

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

Business Strategy

26

CEDC Margin Expansion Opportunities

Through brand ownership CEDC is able to expand gross margins to over

20% nearly double historical pure distribution margins

Additional opportunities for margin expansion exist

›

Further developing sales of own brands

›

Expanding export sales

›

Continuing to grow import sales

›

Further acquisition of brands

27

CEDC Warsaw Dual Listing

CEDC will complete a secondary listing of its shares on the

Warsaw Stock Exchange

-

Open to new institutional investors –

EU, Regional and Local

-

Allow CEDC to tap into local retail investors

-

Increase liquidity of CEDC shares

-

Facilitate

further

buy

out

of

Polmos

Bialystok

minority

shareholders

28

Net sales

(1)

EPS (fully diluted)

EBITDA

Strong Historical Financial And Operating

Performance

2003

2004

2005

2002

Notes:

(1) Net of excise tax

(2) Excludes the impact of acquisition one-off’s and foreign exchange

(3) Excludes the impact of new acquisitions and the impact of foreign exchange

$ 293 million

$0.66

$14 million

$ 429 million

$0.96

$24 million

$ 580 million

$1.34

$32 million

$ 749 million

$1.63

$56 million

(2)

2006

(Forecast)

$ 931-956 million

$1.90 –

2.10

$105 million

(3)

29

Conclusion

CEDC is the 4

th

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