8-K

UNITED STATES

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): February 6, 2013

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	001-35293	54-1865271
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3000 Atrium Way, Suite 265 Mount Laurel, New Jersey	08054
(Address of Principal Executive Offices)	(Zip Code)

(856) 273-6980

(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 8.01. Other Events

On February 6, 2013, the Special Committee of the Board of Directors of Central European Distribution Corporation (“CEDC”) sent a formal response to the notice received by CEDC from Roust Trading Ltd. (“RTL”) on January 29, 2013, that RTL is seeking to exercise its claimed put right under Section 8.13 of the Amended and Restated Securities Purchase Agreement dated July 9, 2012, by and between CEDC and RTL (the “Agreement”). CEDC asserts that the put right reflected in Section 8.13 of the Agreement (and all other provisions in the Agreement and all related agreements) has been terminated and may no longer be exercised by RTL.

CEDC and RTL subsequently entered into a forbearance agreement dated February 6, 2013, to the effect that neither party will pursue any further action in respect of the put right notice for a period to April 30, 2013, after which either party may assert any and all remedies available to it. This agreement is without prejudice to the claims or rights of either party and both parties have fully reserved their rights in this respect.

A copy of the response to RTL from the Special Committee of the CEDC Board of Directors is attached hereto as Exhibit 99.1

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Response to Roust Trading Ltd. from the Special Committee of the CEDC Board of Directors dated February 6, 2013.

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/ Ryan Lee
	Ryan Lee
	Chief Financial Officer

Date: February 7, 2013

EX-99.1

Exhibit 99.1

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

www.cedc.com

Ul. Bobrowiecka 6	3000 Atrium Way, Suite 265
02-728 Warsaw, Poland	Mt. Laurel, NJ 08054
Telephone: 48-22-488-3400	Telephone: (856) 273-6980
Fax: 48-22-488-3410	Fax: (856) 273-6996

February 6, 2013

Roust Trading Ltd.

25 Belmont Hills Drive

Warwick WK 06, Bermuda

Attention: Roustam Tariko

Wendell M. Hollis

CEDC has received a notice from Roust Trading Ltd. (“RTL”) that it is seeking to exercise its claimed put right under Section 8.13 of the Amended and Restated Securities Purchase Agreement dated July 9, 2012, by and between CEDC and RTL (the “Agreement”).

CEDC and RTL agreed to terminate the Agreement and all related agreements as part of an overall settlement of outstanding issues between the two companies to provide CEDC with access to much-needed liquidity in exchange for providing RTL certain financial and governance rights. The purpose of this settlement was to enable CEDC to use $50 million of cash previously invested by RTL, including $30 million in cash that had been set aside by CEDC to satisfy the put obligation in the Agreement, for working capital and general corporate purposes. As a result, the put right reflected in Section 8.13 of the Agreement (and all other provisions in the Agreement and all related agreements) has been terminated and may no longer be exercised by RTL. We are therefore surprised by your notice and assert that this notice is inconsistent with the agreement reached between the parties.

We would ask that, in light of the many pressing issues facing CEDC at this time, RTL agree to withdraw its notice and abide by the terms of its agreement with CEDC. If RTL is unable or unwilling to do so, CEDC intends to assert any and all legal rights and remedies available to protect its interests.

Sincerely,

Scott Fine

Vice-Chairman and Lead Director

On behalf of the Special Committee of the CEDC Board of Directors

CC:

Grant Winterton, Chief Executive Officer, CEDC

Tom Lauria and Gregory Pryor, White & Case LLP

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