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
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1
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NAMES OF REPORTING PERSONS
Roust Trading Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
15,920,411*
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
15,920,411*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,920,411*
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%**
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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* Roust Trading has delivered a put notice to the Issuer with
respect to the repurchase of 5,714,286 shares of Common Stock of the Issuer from Roust Trading. Roust Trading and the Issuer, however,
have agreed to forbear from taking any action or commencing any proceeding to enforce rights or remedies arising out of or relating
to such notice through April 30, 2013.
** 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
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1
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NAMES OF REPORTING PERSONS
Roustam Tariko
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Russian Federation
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
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SOLE VOTING POWER
0
|
|
|
8
|
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SHARED VOTING POWER
15,920,411*
|
|
|
9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
15,920,411*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,920,411*
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%**
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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* Roust Trading has delivered a put notice to the Issuer with
respect to the repurchase of 5,714,286 shares of Common Stock of the Issuer from Roust Trading. Roust Trading and the Issuer, however,
have agreed to forbear from taking any action or commencing any proceeding to enforce rights or remedies arising out of or relating
to such notice through April 30, 2013.
**
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. 19 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, Amendment No. 10 thereto filed on December 11, 2012, Amendment No. 11 thereto filed on December 26, 2012, Amendment No.
12 thereto filed on December 31, 2012, Amendment No. 13 thereto filed on February 7, 2013, Amendment No. 14 thereto filed on March
1, 2013, Amendment No. 15 thereto filed on March 12, 2013, Amendment No. 16 thereto filed on March 14, 2013, Amendment No. 17 thereto
filed on March 21, 2013 and Amendment No. 18 thereto filed on March 26, 2013 (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:
On March 28, 2013,
Roust Trading commenced its previously disclosed offer to exchange, for each $1,000 principal amount of Existing 2013 Notes, (a)
$193.17 principal amount of senior secured Replacement Notes due 2016 issued by Roust Trading, and (b) $160.97 in cash. Such
exchange offer is being made pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933 to certain
eligible holders of the Existing 2013 Notes who are either accredited investors or offshore investors as contemplated by Roust
Trading’s agreement with the Ad Hoc 2013 Notes Committee.
The Replacement Notes
bear interest payable in additional Replacement Notes or in cash at Roust Trading’s sole discretion, initially at 10% per
annum, with a 1% step-up per annum to a maximum of 12%.
The Reporting Persons
may in the future engage in conversations with the Issuer, other stockholders and/or other security holders 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.
This disclosure is
not an offer to sell securities in the United States or any other jurisdiction. The Replacement Notes due 2016 will not be registered
under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration
requirements.
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: March 29, 2013
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ROUST TRADING LTD.
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By:
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/s/ Nelia Nuriakhmetova
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Name:
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Nelia Nuriakhmetova
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Title:
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Director
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/s/ Roustam Tariko
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Name:
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Roustam Tariko
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