UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Amendment No. 1)
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CENTRAL EUROPEAN DISTRIBUTION CORP.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
3% Convertible Senior Notes due 2013
(Title of Class of Securities)
153435AA0
(CUSIP Number of Class of Securities)
Brian Morrissey
Secretary
Central European Distribution Corp.
3000 Atrium Way, Suite 265
Mt. Laurel, New Jersey 08054
(856) 273-6980
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
| Scott Simpson Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street London E14 5DS United Kingdom Phone: +44 207 519 7040 Fax: +44 207 072 7040 |
James A. McDonald Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street London E14 5DS United Kingdom Phone: +44 207 519 7183 Fax: +44 207 072 7183 |
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount Of Filing Fee(2) | |
| $67,043,080 | $9,144.68 | |
| (1) | Estimated solely for purpose of calculating the Filing Fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934. Calculated by multiplying (i) $26.00, the average of the bid and asked price per $100 principal amount of the 3% Convertible Senior Notes due 2013 in secondary market transactions on February 22, 2013, and (ii) the quotient of (x) $257,858,000, the aggregate principal amount at maturity of the 3% Convertible Senior Notes due 2013 which are sought for exchange, and (y) $100. |
| (2) | The amount of the filing fee was calculated by multiplying the transaction value by .00013640. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: $9,144.68 | Filing Party: Central European Distribution Corporation | |
| Form or Registration No.: SC TO-I | Date Filed: 2/25/2013 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | Third-party tender offer subject to Rule 14d-1. |
| x | Issuer tender offer subject to Rule 13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| ¨ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
EXPLANATORY NOTE
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Central European Distribution Corporation, a Delaware corporation (“CEDC”) with the Securities and Exchange Commission (the “Commission”) on February 25, 2013 to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.
This exhibit is a press release issued by CEDC on March 4, 2013, a copy of which is attached hereto as Exhibit (a)(1)(iv).
Item 12. Exhibits.
| Exhibit | Exhibit Name | |
| (a)(1)(iv) | Press Release, dated March 4, 2013. | |
SIGNATURE
After due 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.
| CENTRAL EUROPEAN DISTRIBUTION CORP. | ||||||
| By: | /s/ Grant Winterton | |||||
| Name: | Grant Winterton | |||||
| Title: | Chief Executive Office | |||||
Dated: March 4, 2013
Exhibit 99.(a)(1)(iv)
Central European Distribution Corporation Working With RTL and Holders of
Senior Secured Notes on Restructuring Proposal
MT. LAUREL, NEW JERSEY – March 4, 2013 – Central European Distribution Corporation (NASDAQ: CEDC) confirmed today that it has received a proposal for a financial restructuring of CEDC and CEDC Finance Corporation International, Inc. (“CEDC FinCo”) from Roust Trading Ltd. (“Roust Trading”) that is also supported by certain beneficial owners of the $380 million 9.125% senior secured notes and €430 million 8.875% senior secured notes, each due 2016 issued by CEDC FinCo (the “2016 Steering Committee”).
CEDC is evaluating this proposal and expects to make a final determination on its merits within the coming days. In the interim, CEDC’s advisors are working with the advisors to Roust Trading and the 2016 Steering Committee to position CEDC to implement a revised consensual transaction consistent with the timing described in the offering memorandum distributed by CEDC in respect of the exchange offers launched on February 25, 2013.
This press release is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell the notes or any other securities of CEDC.
Contacts:
Sitrick And Company
Thomas Mulligan
thomas_mulligan@sitrick.com
+1 212 573 6100
Central European Distribution Corporation
Anna Zaluska
Corporate PR Manager
+48 22 456 6061