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