0001209191-12-046266.txt : 20120920
0001209191-12-046266.hdr.sgml : 20120920
20120920092502
ACCESSION NUMBER: 0001209191-12-046266
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120709
FILED AS OF DATE: 20120920
DATE AS OF CHANGE: 20120920
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tariko Roustam
CENTRAL INDEX KEY: 0001549506
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35293
FILM NUMBER: 121101036
MAIL ADDRESS:
STREET 1: 12 KRASNOPRESNENSKAYA NAB. OFFICE 1507
CITY: MOSCOW
STATE: 1Z
ZIP: 123610
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CENTRAL EUROPEAN DISTRIBUTION CORP
CENTRAL INDEX KEY: 0001046880
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180]
IRS NUMBER: 541865271
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3000 ATRIUM WAY
STREET 2: SUITE 265
CITY: MT LAUREL
STATE: NJ
ZIP: 08054
BUSINESS PHONE: 8562736970
MAIL ADDRESS:
STREET 1: 3000 ATRIUM WAY
STREET 2: SUITE 265
CITY: MT LAUREL
STATE: NJ
ZIP: 08054
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ROUST TRADING LTD.
CENTRAL INDEX KEY: 0001548127
STATE OF INCORPORATION: D0
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35293
FILM NUMBER: 121101037
BUSINESS ADDRESS:
STREET 1: 25 BELMONT HILLS DRIVE
CITY: WARWICK
STATE: D0
ZIP: WK 06
BUSINESS PHONE: 441-236-1612
MAIL ADDRESS:
STREET 1: 25 BELMONT HILLS DRIVE
CITY: WARWICK
STATE: D0
ZIP: WK 06
4
1
c29988_4x0.xml
MAIN DOCUMENT DESCRIPTION
X0306
4
2012-07-09
0001046880
CENTRAL EUROPEAN DISTRIBUTION CORP
CEDC
0001548127
ROUST TRADING LTD.
25 BELMONT HILLS DRIVE
WARWICK WK 06
D0
BERMUDA
0
0
1
1
See Footnote (1)
0001549506
Tariko Roustam
C/O CJSC "RUSSIAN STANDARD" CORPORATION
12 KRASNOPRESNENSKAYA NAB. OFFICE 1507
MOSCOW
1Z
123610
RUSSIAN FEDERATION
1
1
1
0
See Remarks
Right to Adjustment Issuances
0
2012-07-09
4
A
0
0
0
A
Common Stock
0
D
Roust Trading Ltd. ("RTL") has a contractual right to appoint director(s) to the Board of Directors of the Issuer and is a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
10,000,000 shares of Common Stock acquirable for no additional consideration, subject to the restrictions described below in footnotes 3 and 4.
RTL has a right to acquire up to 10,000,000 shares of Common Stock within five business days of a request by RTL at any time after the following dates: (i) 3,000,000 shares of Common Stock after the execution of the Amended Securities Purchase Agreement and the Amended Governance Agreement (as defined in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on July 11, 2012), the execution of such agreements having occurred on July 9, 2012; (ii) 5,000,000 shares of Common Stock after receipt of Company Stockholder Approval (as defined in the Amended Securities Purchase Agreement); and
(Continued from Footnote 3) (iii) 2,000,000 shares following the Backstop Escrow Release Date (as defined in the Amended Securities Purchase Agreement). The issuances of these shares is subject to the approval of all applicable anti-competition authorities and, until such applicable approvals are received, issuances will be limited to a maximum amount of Common Stock that may be issued without violation of any applicable anti-competition laws.
RTL holds the Right to Adjustment Issuances directly. Mr. Roustan Tariko ("Mr. Tariko") indirectly owns all of the equity interests of and controls RTL and, by virtue of this relationship, may be deemed to beneficially own the Right to Adjustment Issuances described in footnotes 3 and 4 above.
The Right to Adjustment Issuances is subject to termination pursuant to the Amended Securities Purchase Agreement, included as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 11, 2012.
As of the date of filing, the Issuer has appointed Mr. Tariko as Interim President, effective as soon as practicable but in any event
upon the filing by the Issuer of its restated financial statements with the SEC. This appointment is described in more detail in
the Issuer's Current Report on Form 8-K and Exhibit 99.1 thereto filed with the SEC on September 18, 2012. Mr. Tariko is also a director
on the Board of Directors of the Issuer.
/s/ Wendell M. Hollis, as Authorized Representative of Roust Trading Ltd.
2012-09-20
/s/ Roustam Tariko
2012-09-20