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): April 17, 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 April 17, 2013, Central European Distribution Corporation (the “Company”) issued a press release announcing the results of the reverse Dutch auction conducted in conjunction with its solicitation of votes for prepackaged plan of reorganization, a copy of which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On April 18, 2013, the Company issued a press release announcing the withdrawal of an offer to make a gift of $5 million to all existing stockholders in the context of the Company’s prepackaged plan of reorganization, a copy of which is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of the Company, dated as of April 17, 2013
99.2	Press Release of the Company, dated as of April 18, 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/ Grant Winterton
	Grant Winterton
	Chief Executive Officer

Date: April 19, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company, dated as of April 17, 2013
99.2	Press Release of the Company, dated as of April 18, 2013

EX-99.1

Exhibit 99.1

Central European Distribution Corporation Announces

Initial Results of Reverse Dutch Auction in Connection with Proposed

Restructuring Plan

WARSAW, POLAND – April 17, 2013 – Central European Distribution Corporation (“CEDC”) announced the initial results of the reverse Dutch auction conducted as a part of its solicitation of votes for its Prepackaged Plan of Reorganization (the “Plan”).

Based on its tabulations, CEDC anticipates that holders of CEDC Finance Corporation International, Inc.’s (“CEDC FinCo”) 9.125% Senior Secured Notes due 2016 and 8.875% Senior Secured Notes due 2016 (together, the “2016 Notes”) who submitted bid prices of up to and including $810.00 or €810.00, respectively, should receive a cash payment in exchange for their 2016 Notes (i.e., the Clearing Price as defined in the Offering Memorandum will be $810.00 or €810.00). CEDC expects that approximately €81 million of Euro 2016 Notes and approximately $106 million of USD 2016 Notes, equal to an aggregate of approximately $211 million principal amount of 2016 Notes, would be repurchased for cash. CEDC expects that approximately €349 million of Euro 2016 Notes and approximately $274 million of USD 2016 Notes would remain outstanding and unpurchased and would receive new secured notes and new convertible notes issued by CEDC Finance Corporation International, Inc (together, “New Notes”) pursuant to the Plan. These amounts remain subject to adjustment and confirmation by CEDC on or about the Distribution Date (as described below).

To receive their cash payment, 2016 Noteholders who elected the cash option must be holders of the 2016 Notes as of March 21, 2013 and the Distribution Date (as defined in the Plan, i.e. the effective date of the Plan, which CEDC expects to occur as soon as practicable following the confirmation date). THEREFORE, TO RECEIVE THE CASH PAYMENT, A HOLDER OF 2016 NOTES AS OF MARCH 21, 2013 CANNOT TRADE 2016 NOTES PRIOR TO THE DISTRIBUTION DATE.

CEDC FinCo will first accept for exchange all 2016 Notes with a bid price less than the Clearing Price, and thereafter, 2016 Notes with a bid price equal to the Clearing Price on a pro rata basis due to the oversubscription of the cash election. CEDC expects to apply the full amount of the $172 million RTL Investment towards the purchase of 2016 Notes in the cash election and does not expect any pro rata cash distribution to holders of 2016 Notes that did not participate in the cash election. In addition, the Clearing Price may be further adjusted if 2016 Noteholders who participated in the cash election are unable to confirm their holding of 2016 Notes as of the Distribution Date and are therefore ineligible to receive the cash payment. In all cases, appropriate adjustments will be made to avoid purchases of 2016 Notes in principal amounts other than integral multiples of $1,000 or €1,000, as applicable. All 2016 Notes not accepted in the cash election as a result of proration or as a result of having a bid price above the Clearing Price as well as 2016 Noteholders that did not participate in the cash election will not participate in the cash election and will be deemed to have elected to receive New Notes.

On April 7, 2013, CEDC commenced voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to seek confirmation of the Plan. Following CEDC’s first day hearing on April 9, 2013, the Delaware Bankruptcy Court scheduled a hearing to consider confirmation of the Plan on May 13, 2013. Voting on the Plan closed on April 4, 2013. According to the official vote tabulation prepared by CEDC’s voting and information agent, impaired creditors have voted overwhelmingly to accept the Plan.

The financial restructuring, which will eliminate approximately $665.2 million in debt from CEDC’s and CEDC FinCo’s balance sheets, does not involve the Company’s operating subsidiaries in Poland, Russia, Ukraine or Hungary and should have no impact on their business operations. Operations in these countries are independently funded and will continue to generate revenue during this process. All obligations to employees, vendors, credit support providers and government authorities will be honored in the ordinary course without interruption.

The terms of the Plan are described in the Amended and Restated Offering Memorandum, Consent Solicitation Statement and Disclosure Statement, dated March 8, 2013 (the “Offering Memorandum”), filed as an exhibit to a tender offer statement on Schedule TO-I/A on March 8, 2013, as amended and supplemented by Supplement No. 1 to the Offering Memorandum, dated March 18, 2013 (the “Supplement”), filed as an exhibit to the Form 8-K filed on March 19, 2013.

* * *

Media contact:

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

EX-99.2

Exhibit 99.2

Central European Distribution Corporation Announces

Withdrawal of $5 Million Offer to Existing Stockholders

WARSAW, POLAND – April 18, 2013 – Following the announcement on April 9th by Central European Distribution Corporation (“CEDC”) that Roust Trading Ltd. (“Roust Trading”) would be willing to make an aggregate $5 million gift to all existing CEDC stockholders in the context of CEDC’s Plan of Reorganization, CEDC and Roust Trading have faced opposition and objections from certain of CEDC’s stakeholders.

CEDC’s request and Roust Trading’s willingness to make this gift had been premised on the absence of objections from other CEDC stakeholders and that the gift would not otherwise impede the approval and consummation of CEDC’s fully consensual Plan of Reorganization. In light of the opposition and objections CEDC has withdrawn its request and Roust Trading will not make the gift.

As a result, following confirmation of CEDC’s Plan of Reorganization by the U.S. Bankruptcy Court in Delaware and upon its subsequent effectiveness, all currently outstanding CEDC common stock will be cancelled and no remuneration shall be provided to existing CEDC stockholders.

* * *

Media contact:

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