-----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, DUZBgVMRRR2LOeow+yi+NVGI4gnv+qCzqu0AfOawL07p57m4Yn13DRbHAn6v2+Rx /vVCiLTnTYhXIrHvjUqBsQ== 0001193125-07-164572.txt : 20070730 0001193125-07-164572.hdr.sgml : 20070730 20070730071439 ACCESSION NUMBER: 0001193125-07-164572 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070730 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070730 DATE AS OF CHANGE: 20070730 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: 071008037 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) – July 30, 2007

 


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 July 30, 2007, Central European Distribution Corporation (the “Company”) issued a press release announcing, among other things, that the Company had raised its full year 2007 and 2008 fully diluted earnings per share and net sales 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 July 30, 2007.


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: July 30, 2007


EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

  Press Release issued by Central European Distribution Corporation on July 30, 2007
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Central European Distribution Corporation Finalizes Purchase Transaction for

Polish Distributor; Raises 2007 and 2008 Guidance

Bala Cynwyd, Pa., July 30, 2007 Central European Distribution Corporation (Nasdaq: CEDC) today announced that it has signed a Share Purchase Agreement to acquire 100% of the outstanding shares of PHS Sp. z o.o., a leading Polish distributor of alcoholic beverages. The total purchase price of approximately 8.4 million U.S. dollars will be funded through a combination of 80% cash and 20% shares of common stock of CEDC.

William V. Carey, President and CEO, stated, “We are please to complete this acquisition of a strong distributor in Western Poland. PHS has over 15 years experience in the market and will solidify our distribution presence in this key region of Poland.”

As a result of this transaction, the Company is raising its full year 2007 net sales guidance from $1.10—$1.15 billion to $1.13—$1.18 billion, and its full year 2007 fully diluted earnings per share guidance from $1.56 -$ 1.72 to $1.57- $1.73. The Company is also raising its full year 2008 net sales guidance from $1.20—$1.30 billion to $1.26—$1.36 billion, and its full year 2008 fully diluted earnings per share guidance from $2.00—$2.10 to $2.03—$2.13.

The 2007 and 2008 guidance given above does not factor in the impact of potential new acquisitions in Poland and the region, including the Parliament acquisition announced earlier, or exchange rate movements related to the Company’s Senior Secured Notes. The number of shares used to calculate the 2008 fully diluted earnings per share guidance is approximately 40.9 million.

CEDC is the largest vodka producer in Poland and produces the Absolwent, Zubrowka, Bols and Soplica brands, among others. CEDC currently exports Zubrowka to many markets around the world. CEDC also produces and distributes Royal Vodka, the number one selling vodka in Hungary.

CEDC also is the leading distributor and the leading importer of alcoholic beverages in Poland and Hungary. In Poland, CEDC operates 16 distribution centers and 76 satellite branches and imports many of the world’s leading brands, including brands such as Remy Martin, Jagermeister, Metaxa, Jim Beam, Sauza Tequila, Grant’s, E&J Gallo, Sutter Home, Torres, Penfolds and Concha y Toro wines, Corona, Foster’s, and Guinness Stout beers and Evian.

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 including, but not limited to; CEDC’s inability to successfully consummate the acquisition and integrate the acquired businesses into CEDC’s existing businesses, 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, 2006, and in other periodic reports filed by CEDC with the Securities and Exchange Commission.

Contact:

James Archbold

Director of Investor Relations

Central European Distribution Corporation

610-660-7817

-----END PRIVACY-ENHANCED MESSAGE-----