0001193125-12-331480.txt : 20120802 0001193125-12-331480.hdr.sgml : 20120802 20120802144545 ACCESSION NUMBER: 0001193125-12-331480 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120802 DATE AS OF CHANGE: 20120802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kaufman Mark CENTRAL INDEX KEY: 0001457829 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: THE WHITEHALL GROUP STREET 2: 26, PRAVDY STR. CITY: MOSCOW STATE: 1Z ZIP: 127137 FORMER COMPANY: FORMER CONFORMED NAME: Kaoufman Mark DATE OF NAME CHANGE: 20090305 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56061 FILM NUMBER: 121003054 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 SC 13D/A 1 d390791dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILES PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 11)*

 

 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

153435102

(CUSIP Number)

 

 

Mark Kaufman

16, boulevard de la Princesse Charlotte

98000 Monaco

+ 7 495 786 7601

 

 

With copies to:

 

Ben Burman   Adam O. Emmerich
Darrois Villey Maillot Brochier AARPI   Wachtell, Lipton, Rosen & Katz
69, avenue Victor Hugo   51 West 52nd Street
75116 Paris, France   New York, NY 10019
+ 33 1 45 02 19 19   (212) 403 1000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices of Communication)

 

 

August 2, 2012

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(Continued on following pages)

(Page 1 of 5 Pages)


Explanatory Note

This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) is being filed by Mr. Mark Kaufman (“Kaufman”) and W & L Enterprises Ltd (“W&L”, and together with Kaufman, the “Reporting Persons”) and relates to the shares of common stock, par value $0.01 per share (“Common Shares”), of Central European Distribution Corporation, a corporation organized under the laws of the State of Delaware (the “Issuer”). This Amendment No. 11 amends the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on August 29, 2011, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on September 12, 2011, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on December 9, 2011, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on February 21, 2012, Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on March 14, 2012, Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on April 13, 2012, Amendment No. 6 to Schedule 13D filed by the Reporting Persons with the SEC on May 10, 2012, Amendment No. 7 to Schedule 13D filed by the Reporting Persons with the SEC on May 30, 2012, Amendment No. 8 to Schedule 13D filed by the Reporting Persons with the SEC on June 6, 2012, Amendment No. 9 to Schedule 13D filed by the Reporting Persons with the SEC on June 15, 2012 and Amendment No. 10 to Schedule 13D filed by the Reporting Persons with the SEC on July 12, 2012 (as so amended, the “Existing Schedule 13D”). Capitalized terms used in this Amendment No. 11 but not otherwise defined herein shall have the meanings ascribed to them in the Existing Schedule 13D. Except as specifically amended hereby, items in the Existing Schedule 13D remain unchanged.

 

Item 4. Purpose of Transaction

Item 4 of the Existing Schedule 13D is amended and supplemented by adding between the tenth and eleventh paragraphs thereof the following new paragraph:

On August 2, 2012, Kaufman sent a letter (the “August 2 Letter”) to Roustam Tariko, Non-Executive Chairman of the Board of Directors of the Issuer, and N. Scott Fine, Lead Director of the Issuer. The August 2 Letter is included as Exhibit 99.8 to this statement on Schedule 13D and is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits

Item 7 of the Existing Schedule 13D is hereby amended and restated in its entirety to read as follows:

The following are filed as exhibits to this statement on Schedule 13D:

 

Exhibit

No.

  

Description

Exhibit 99.1    Joint Filing Agreement, dated as of August 28, 2011, by and between Mark Kaufman and W & L Enterprises Ltd.

 

Page 2 of 5


Exhibit

No.

  

Description

Exhibit 99.2    Letter, dated September 12, 2011, from Mark Kaufman to William V. Carey, Chief Executive Officer of the Issuer, David Bailey, Lead Director of the Issuer, and the other members of the Board of Directors of the Issuer.
Exhibit 99.3    Letter, dated December 9, 2011, from Mark Kaufman to the members of the Board of Directors of the Issuer.
Exhibit 99.4    Letter, dated February 21, 2012, from Mark Kaufman to the Chairman of the Board of Directors of the Issuer.
Exhibit 99.5    Letter, dated March 12, 2012, from William V. Carey, Chief Executive Officer of the Issuer and David Bailey, Lead Director of the Issuer, to Mark Kaufman.
Exhibit 99.6    Letter, dated May 10, 2012, from Mark Kaufman to the Chairman of the Board of Directors and other members of the Board of Directors of the Issuer.
Exhibit 99.7    Letter, dated July 12, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer.
Exhibit 99.8    Letter, dated August 2, 2012, from Mark Kaufman to Roustam Tariko, Non-Executive Chairman of the Board of Directors of the Issuer, and N. Scott Fine, Lead Director of the Issuer.

 

Page 3 of 5


Signature

After reasonable 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.

Date: August 2, 2012

 

/s/ Mark Kaufman

Mark Kaufman
W & L ENTERPRISES LTD
By:  

/s/ Mark Kaufman

Name:   Mark Kaufman
Title:   Director
By:  

/s/ Olga Kuritsyna

Name:   Olga Kuritsyna
Title:   Director

 

Page 4 of 5


EXHIBIT INDEX

 

Exhibit No.

  

Description

Exhibit 99.1    Joint Filing Agreement, dated as of August 28, 2011, by and between Mark Kaufman and W & L Enterprises Ltd.*
Exhibit 99.2    Letter, dated September 12, 2011, from Mark Kaufman to William V. Carey, Chief Executive Officer of the Issuer, David Bailey, Lead Director of the Issuer, and the other members of the Board of Directors of the Issuer.**
Exhibit 99.3    Letter, dated December 9, 2011, from Mark Kaufman to the members of the Board of Directors of the Issuer.***
Exhibit 99.4    Letter, dated February 21, 2012, from Mark Kaufman to the Chairman of the Board of Directors of the Issuer.****
Exhibit 99.5    Letter, dated March 12, 2012, from William V. Carey, Chief Executive Officer of the Issuer and David Bailey, Lead Director of the Issuer, to Mark Kaufman (filed as Exhibit 99.1 to the Current Report on Form 8–K filed by the Issuer with the SEC (File no. 001–35293) on March 13, 2012, and incorporated herein by reference).
Exhibit 99.6    Letter, dated May 10, 2012, from Mark Kaufman to the Chairman of the Board of Directors and other members of the Board of Directors of the Issuer. *****
Exhibit 99.7    Letter, dated July 12, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer. ******
Exhibit 99.8    Letter, dated August 2, 2012, from Mark Kaufman to Roustam Tariko, Non-Executive Chairman of the Board of Directors of the Issuer, and N. Scott Fine, Lead Director of the Issuer. *******

 

* Previously filed with the Statement on Schedule 13D, dated August 29, 2011 (File no. 005-56061)
** Previously filed with the Statement on Schedule 13D, dated September 12, 2011 (File no. 005-56061)
*** Previously filed with the Statement on Schedule 13D, dated December 9, 2011 (File no. 005-56061)
**** Previously filed with the Statement on Schedule 13D, dated February 21, 2012 (File no. 005-56061)
***** Previously filed with the Statement on Schedule 13D, dated May 10, 2012 (File no. 005-56061)
****** Previously filed with the Statement on Schedule 13D, dated July 12, 2012 (File no. 005-56061)
******* Filed herewith

 

Page 5 of 5

EX-99.8 2 d390791dex998.htm EXHIBIT 99.8 Exhibit 99.8

Exhibit 99.8

Mark Kaufman

16, boulevard de la Princesse Charlotte

98000 Monaco

 

  Roustam Tariko
 

    Chairman of the Board of Directors

 

N. Scott Fine

 

    Lead Director

 

Central European Distribution Corporation

 

3000 Atrium Way, Suite 265

 

Mt. Laurel, NJ 08054

 

USA

 

By fax (+1 856 273 6996)

 

August 2, 2012

Dear Roustam, dear Scott,

Following the announcement that William S. Shanahan has resigned from CEDC’s Board of Directors, I write to propose that the Board of Directors appoint me as a director to fill the resulting vacancy.

I sincerely appreciate that the Board has recognized that my experience and skill will make me a valuable asset to the Board and has already nominated me for election as a director at the next annual meeting of stockholders. Unfortunately, the next annual meeting has been delayed, and its date is still unknown.

However, the vacancy created by Mr. Shanahan’s resignation presents an opportunity to accelerate my appointment to the board of directors (subject to re-election at the annual meeting of shareholders), which I believe to be in the best interests of the Company and all its shareholders.

Since my appointment to the Russian Oversight Committee, I have had the opportunity to make a preliminary assessment of the Russian operations of CEDC. There is room for significant improvement. Considering the stakes are high for CEDC, I believe that no time should be wasted and new nominations should focus on those with solid operational backgrounds and a strong knowledge of the wine and spirit industry.

My appointment to the Board will also help to facilitate and improve communication from the bottom upward in the Company at a time when the Board urgently needs a real-time and comprehensive understanding of the actual operational situation in Russia.

I look forward to your positive reaction and to continuing to contribute to the turnaround of CEDC.

Yours truly,

 

/s/ Mark Kaufman

Mark Kaufman