SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILES PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)*
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
153435102
(CUSIP Number)
Mark Kaufman
16, boulevard de la Princesse Charlotte
98000 Monaco
+ 7 495 786 7601
With copies to:
| Ben Burman | Adam O. Emmerich | |
| Darrois Villey Maillot Brochier AARPI | Wachtell, Lipton, Rosen & Katz | |
| 69, avenue Victor Hugo | 51 West 52nd Street | |
| 75116 Paris, France | New York, NY 10019 | |
| + 33 1 45 02 19 19 | (212) 403 1000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices of Communication)
September 12, 2011
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 4 Pages)
Explanatory Note
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed by Mr. Mark Kaufman (“Kaufman”) and W & L Enterprises Ltd (“W&L”, and together with Kaufman, the “Reporting Persons”) and relates to the shares of common stock, par value $0.01 per share (“Common Shares”), of Central European Distribution Corporation, a corporation organized under the laws of the State of Delaware (the “Issuer”). This Amendment No. 1 amends the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission on August 29, 2011 (the “Original Schedule 13D”). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D. Except as specifically amended hereby, items in the Original Schedule 13D remain unchanged.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is amended and supplemented by adding between the second and third paragraphs thereof the following new paragraph:
On September 12, 2011, Kaufman sent a letter (the “September 12 Letter”) to William V. Carey, the Chief Executive Officer of the Issuer, David Bailey, the lead director of the Issuer, and the other members of the board of directors of the Issuer. The September 12 Letter is included as Exhibit 99.2 to this statement on Schedule 13D and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
The following are filed as exhibits to this statement on Schedule 13D:
| Exhibit No. |
Description | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of August 28, 2011, by and between Mark Kaufman and W & L Enterprises Ltd. | |
| Exhibit 99.2 | Letter, dated September 12, 2011, from Mark Kaufman to William V. Carey, Chief Executive Officer of the Issuer, David Bailey, Lead Director of the Issuer, and the other members of the Board of Directors of the Issuer. | |
Page 2 of 4
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 12, 2011
| /s/ Mark Kaufman | ||
| Mark Kaufman | ||
| W & L ENTERPRISES LTD | ||
| By: | /s/ Mark Kaufman | |
| Name: Mark Kaufman | ||
| Title: Director | ||
| By: | /s/ Olga Kuritsyna | |
| Name: Olga Kuritsyna | ||
| Title: Director | ||
Page 3 of 4
EXHIBIT INDEX
| Exhibit No. |
Description | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of August 28, 2011, by and between Mark Kaufman and W & L Enterprises Ltd.* | |
| Exhibit 99.2 | Letter, dated September 12, 2011, from Mark Kaufman to William V. Carey, Chief Executive Officer of the Issuer, David Bailey, Lead Director of the Issuer, and the other members of the Board of Directors of the Issuer.** | |
| * | Previously filed with the Statement on Schedule 13D, dated August 29, 2011 (File no. 005-56061) |
| ** | Filed herewith |
Page 4 of 4
Exhibit 99.2
Mark Kaufman
16, boulevard de la Princesse Charlotte
98000 Monaco
| William V. Carey |
| Chairman, CEO and President, |
| David Bailey |
| Lead Director, |
| And |
| The other Members of the Board of Directors |
| Central European Distribution Company |
| 3000 Atrium Way, Suite 265 |
| Mt. Laurel, NJ 08054 |
| USA |
| By email and fax (+1 856 273 6996) |
| September 12, 2011 |
Dear Bill,
Dear David,
Gentlemen,
Following my Schedule 13D filing upon becoming CEDC’s largest shareholder, with 9.6% of the shares, there has been significant speculation in the market both about my intentions and CEDC’s future direction.
I am interested in maintaining an open and productive dialogue with CEDC’s board of directors and management, in being helpful by way of possibly contributing ideas and skills, and facilitating additional investment in CEDC as well as considering further investment myself.
In this regard, I would appreciate the opportunity to meet with the board of directors. I look forward to scheduling a mutually convenient time in the near future.
| Very truly yours, |
| /s/ MARK KAUFMAN |
| Mark Kaufman |
For contact:
by email – pa@kaufmanmark.ru
by post – 26 Pravdy Street, 6th floor, 125040, Moscow, Russia
by fax – + 7 495 2326138