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) – April 30, 2009
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 0-24341 | 54-1865271 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Two Bala Plaza, Suite 300 Bala Cynwyd, Pennsylvania | 19004 | |
(Address of Principal Executive Offices) | (Zip Code) |
(610) 660-7817
(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 2.01. | Completion of Acquisition or Disposition of Assets. |
On April 30, 2009, Central European Distribution Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting the amendment of its investment in the Russian Alcohol Group (“RAG”) with Lion Capital LLP and certain of Lion’s affiliates (collectively with Lion Capital LLP, “Lion”) and certain other investors, pursuant to which the Company expects, through a multi-stage equity purchase, to acquire over the next five years (including 2009) all of the equity interests in RAG held by Lion. This Amendment No. 1 to the Initial Form 8-K amends and supplements the Initial Form 8-K to include financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(a) | Financial statements of business acquired. |
The audited consolidated and combined financial statements of RAG as at and for the two years ended December 31, 2007 and 2006 are contained in Exhibit 99.1, which is incorporated herein by reference. The audited consolidated financial statements of Lion/Rally Cayman 2 (the parent company of the Russian Alcohol Group) as at December 31, 2008, and for the period since incorporation, are contained in Exhibit 99.2 hereto, which is incorporated herein by reference. The audited combined interim financial statements of RAG as at July 8, 2008 and for the period from January 1, 2008 to July 8, 2008 are contained in Exhibit 99.3 hereto, which is incorporated herein by reference.
(b) | Pro forma financial information. |
The required pro forma financial information is contained in Exhibit 99.4 hereto, which is incorporated herein by reference.
(d) | Exhibits. |
Exhibit No. | Description | |
23.1 | Consent of ZAO PricewaterhouseCoopers Audit. | |
23.2 | Consent of BDO Unicon. | |
99.1 | Audited consolidated and combined financial statements of the Russian Alcohol Group as at and for the two years ended December 31, 2007 and 2006. | |
99.2 | Audited consolidated financial statements of Lion/Rally Cayman 2 (the parent company of the Russian Alcohol Group) as at December 31, 2008 and for the period since incorporation. | |
99.3 | Audited combined interim financial statements of the Russian Alcohol Group as at July 8, 2008 and for the period from January 1, 2008 to July 8, 2008. | |
99.4 | Unaudited pro forma financial statements relating to the acquisition of the Russian Alcohol Group. |
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/ Christopher Biedermann | |
Christopher Biedermann | ||
Vice President and Chief Financial Officer |
Date: July 10, 2009
EXHIBIT INDEX
Exhibit No. | Description | |
23.1 | Consent of ZAO PricewaterhouseCoopers Audit. | |
23.2 | Consent of BDO Unicon. | |
99.1 | Audited consolidated and combined financial statements of the Russian Alcohol Group as at and for the two years ended December 31, 2007 and 2006. | |
99.2 | Audited consolidated financial statements of Lion/Rally Cayman 2 (the parent company for the Russian Alcohol Group) as at December 31, 2008 and for the period since incorporation. | |
99.3 | Audited combined interim financial statements of the Russian Alcohol Group as at July 8, 2008 and for the period from January 1, 2008 to July 8, 2008. | |
99.4 | Unaudited pro forma financial statements relating to the acquisition of the Russian Alcohol Group. |