UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
| Central European Distribution Corporation |
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Wendell M. Hollis
Roust Trading Ltd.
25 Belmont Hills Drive
Warwick WK 06, Bermuda
(441) 236-1612
Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
| December 20, 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), (f) or (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 §240.13d-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 disclosure 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 153435102
| 1 | NAMES OF REPORTING PERSONS
Roust Trading Ltd.
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| ||||
| 3 | SEC USE ONLY
| ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
| ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
| |||
| 8 | SHARED VOTING POWER
15,920,411
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| 9 | SOLE DISPOSITIVE POWER
| ||||
| 10 | SHARED DISPOSITIVE POWER
15,920,411
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,920,411
| ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%*
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
| ||||
* This calculation is based on 81,761,652 shares of Common Stock, par value $0.01 per share, outstanding as of November 14, 2012, which includes the number of outstanding shares of Common Stock, par value $0.01 per share, as of November 14, 2012, as reported by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the Securities and Exchange Commission on November 19, 2012.
CUSIP No. 153435102
| 1 | NAMES OF REPORTING PERSONS
Roustam Tariko
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| ||||
| 3 | SEC USE ONLY
| ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
| ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Russian Federation
| ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0
| |||
| 8 | SHARED VOTING POWER
15,920,411
| ||||
| 9 | SOLE DISPOSITIVE POWER
0
| ||||
| 10 | SHARED DISPOSITIVE POWER
15,920,411
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,920,411
| ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%*
| ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
| ||||
* This calculation is based on 81,761,652 shares of Common Stock, par value $0.01 per share, outstanding as of November 14, 2012, which includes the number of outstanding shares of Common Stock, par value $0.01 per share, as of November 14, 2012, as reported by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the Securities and Exchange Commission on November 19, 2012.
CUSIP No. 153435102
AMENDMENT NO. 11 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on November 28, 2011, as amended by Amendment No. 1 thereto filed on December 7, 2011, Amendment No. 2 thereto filed on February 1, 2012, Amendment No. 3 thereto filed on March 9, 2012, Amendment No. 4 thereto filed on April 25, 2012, Amendment No. 5 thereto filed on May 8, 2012, Amendment No. 6 thereto filed on June 11, 2012, Amendment No. 7 thereto filed on July 11, 2012, Amendment No. 8 thereto filed on September 18, 2012, Amendment No. 9 thereto filed on November 13, 2012 and Amendment No. 10 thereto filed on December 11, 2012 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.
The following items of the Schedule 13D are hereby amended as follows:
| Item 4. | Purpose of Transaction. |
The Reporting Persons hereby add the following disclosure to this Item 4:
Pursuant to the Amended and Restated Securities Purchase Agreement (the “Amended Securities Purchase Agreement”), dated July 9, 2012, between Central European Distribution Corporation (“CEDC”) and Roust Trading Ltd. (“Roust Trading”), CEDC issued 3 million shares of common stock, par value $0.01 per share to Roust Trading on December 20, 2012.
In furtherance of the foregoing objectives, the Reporting Persons may in the future engage in conversations with the Issuer, other stockholders and/or other securityholders with respect to this matter or other transactions or changes in governance, management or the Board of Directors of the Issuer and may make additional proposals that may include proposing, considering or undertaking one or more of the actions set forth in subsection (a) through (j) of Schedule 13D. The Reporting Persons may also seek to increase their ownership of the Issuer’s securities beyond that which they have on the date of this filing.
| Item 7. | Material to be Filed as Exhibits. |
None.
CUSIP No. 153435102
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: December 24, 2012
| ROUST TRADING LTD. | |||
| By: | /s/ Wendell. M. Hollis | ||
| Name: | Wendell M. Hollis | ||
| Title: | Director | ||
/s/ Roustam Tariko | |||
| Name: | Roustam Tariko | ||