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
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