Attached files
| file | filename |
|---|---|
| EX-99.1 - LETTER TO THE BOARD OF DIRECTORS OF CENTRAL EUROPEAN DISTRIBUTION CORPORATION - CENTRAL EUROPEAN DISTRIBUTION CORP | d508770dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 21, 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
This Current Report on Form 8-K/A is being filed to attach Exhibit 99.1 to the Current Report on Form 8-K filed with the United States Securities and Exchange Commission on March 22, 2013.
On March 21, 2013, the board of directors (the “Board of Directors”) of Central European Distribution Corporation (“CEDC”) received a revised proposal from a consortium including A1 Investment Company, Dr. Mark Kaufman and the SPI Group (the “Consortium”) in respect of a restructuring of CEDC’s financial obligations. A copy of this proposal is filed as Exhibit 99.1 to this Form 8-K/A.
The Board of Directors, together with its advisors, has reviewed the terms of this revised proposal and the Board of Directors does not believe that this proposal is competitive with the terms of the proposal made by Roust Trading Ltd. and reflected in Supplement No. 1 to the Amended and Restated Offering Memorandum, Consent Solicitation Statement and Disclosure Statement filed as an Exhibit on Form 8-K on March 19, 2013, and affirms its support for the transactions described in this supplement. A copy of the response to the Consortium from the Restructuring Committee of the Board of Directors is attached as Exhibit 99.2 to the Form 8-K filed on March 22, 2013.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Letter to the board of directors of Central European Distribution Corporation received from A1 Investment Company on March 21, 2013. | |
| 99.2 | Letter from the restructuring committee of the board of directors of Central European Distribution Corporation to A1 Investment Company on March 22, 2013. Filed on Form 8-K filed on March 22, 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: March 22, 2013