SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
[Rule 13d-101]
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. 6)*
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)
May 10, 2012
(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 5 Pages)
Explanatory Note
This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) 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. 6 amends the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on August 29, 2011, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on September 12, 2011, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on December 9, 2011, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on February 21, 2012, Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on March 14, 2012 and Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on April 13, 2012 (as so amended, the “Existing Schedule 13D”). Capitalized terms used in this Amendment No. 6 but not otherwise defined herein shall have the meanings ascribed to them in the Existing Schedule 13D. Except as specifically amended hereby, items in the Existing Schedule 13D remain unchanged.
Item 4. Purpose of Transaction
Item 4 of the Existing Schedule 13D is amended and supplemented by adding between the sixth and seventh paragraphs thereof the following new paragraph:
On May 10, 2012, Kaufman sent a letter (the “May 10 Letter”) to the Chairman and other members of the board of directors of the Issuer. The May 10 Letter is included as Exhibit 99.6 to this statement on Schedule 13D and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Existing 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 5
| Exhibit No. |
Description | |
| Exhibit 99.3 | Letter, dated December 9, 2011, from Mark Kaufman to the members of the Board of Directors of the Issuer. | |
| Exhibit 99.4 | Letter, dated February 21, 2012, from Mark Kaufman to the Chairman of the Board of Directors of the Issuer. | |
| Exhibit 99.5 | Letter, dated March 12, 2012, from William V. Carey, Chief Executive Officer of the Issuer and David Bailey, Lead Director of the Issuer, to Mark Kaufman. | |
| Exhibit 99.6 | Letter, dated May 10, 2012, from Mark Kaufman to the Chairman of the Board of Directors and other members of the Board of Directors of the Issuer. | |
Page 3 of 5
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: May 10, 2012
| /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 4 of 5
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.** | |
| Exhibit 99.3 | Letter, dated December 9, 2011, from Mark Kaufman to the members of the Board of Directors of the Issuer.*** | |
| Exhibit 99.4 | Letter, dated February 21, 2012, from Mark Kaufman to the Chairman of the Board of Directors of the Issuer.**** | |
| Exhibit 99.5 | Letter, dated March 12, 2012, from William V. Carey, Chief Executive Officer of the Issuer and David Bailey, Lead Director of the Issuer, to Mark Kaufman (filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer with the SEC (File no. 001-35293) on March 13, 2012, and incorporated herein by reference). | |
| Exhibit 99.6 | Letter, dated May 10, 2012, from Mark Kaufman to the Chairman of the Board of Directors and 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) |
| ** | Previously filed with the Statement on Schedule 13D, dated September 12, 2011 (File no. 005-56061) |
| *** | Previously filed with the Statement on Schedule 13D, dated December 9, 2011 (File no. 005-56061) |
| **** | Previously filed with the Statement on Schedule 13D, dated February 21, 2012 (File no. 005-56061) |
| ***** | Filed herewith |
Page 5 of 5
Exhibit 99.6
Mark Kaufman
16, boulevard de la Princesse Charlotte
98000 Monaco
| William V. Carey | ||
| Chairman of the Board of Directors | ||
| Central European Distribution Corporation | ||
| Ul. Bobrowiecka 6 | ||
| 00-728 Warszawa | ||
| Poland | ||
| By e-mail and fax (+48 22 455 1810) | ||
| Members of the Board of Directors | ||
| Central European Distribution Corporation | ||
| 3000 Atrium Way, Suite 265 | ||
| Mt. Laurel, NJ 08054 | ||
| USA | ||
| By fax (+1 856 273 6996) | ||
| May 10, 2012 | ||
Dear Bill, Dear Members of the Board,
I am writing to express my support of the Financing Transaction between CEDC and Roust Trading Ltd., part of the Russian Standard group, announced on April 23, 2011. Accordingly, I hereby inform you that it is my intention to attend the 2012 Annual Meeting of Stockholders in person and to vote all the CEDC shares held by me and my affiliate W & L Enterprises Ltd. in favor of the issuance of the CEDC shares to Roust Trading Ltd. pursuant to the Financing Transaction, as well as to vote on the other proposals according to the recommendation of the Board of Directors.
By enabling CEDC to meet its near-term obligations under the Convertible Notes maturing on March 15, 2013, I believe the Financing Transaction is an important step toward addressing the issues facing CEDC. I also believe CEDC will benefit from the significant professional experience of Mr. Roustam Tariko in both the alcohol and finance sectors.
But to turn the business around, other steps will need to be taken, in particular to fix CEDC’s operating performance in Russia.
I also believe the strategic investment by the Russian Standard group could provide CEDC the possibility to realize further important operational synergies and improvements.
If elected by the stockholders at the 2012 Annual Meeting, I shall be honored to serve on the CEDC Board of Directors to work together with the other directors and management to improve operating performance, strengthen the balance sheet and prepare for the next step of CEDC’s development.
As a director, I will pay particular attention that the interests of both existing shareholders and bondholders will be protected, and to restore investors’ confidence in CEDC.
Yours truly,
/S/ MARK KAUFMAN
Mark Kaufman
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