SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) December 17, 2001
------------------------------------------------------------------
AMCON DISTRIBUTING COMPANY
--------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-24708 47-0702918
------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10228 "L" Street, Omaha, NE 68127
---------------------------------
(Address of principal executive offices) (Zip Code)
(402) 331-3727
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 17, 2001, Hawaiian Natural Water Company, Inc., a Hawaii
corporation ("HNWC"), was merged (the "Merger") with and into AMCON Merger Sub,
Inc. ("Merger Sub"), a wholly-owned subsidiary of AMCON Distributing Company
("AMCON"). Merger Sub is a new corporation that was formed under Delaware law
solely for the purpose of effecting the merger and changing the state of
incorporation of HNWC from Hawaii to Delaware. The companies were merged
pursuant to the Fifth Amended and Restated Agreement and Plan of Merger, dated
September 27, 2001 (the "Merger Agreement"), by and among HNWC, AMCON and
Merger Sub. The shareholders of HNWC and Merger Sub approved the Merger
Agreement on December 17, 2001. As contemplated in the Merger Agreement, AMCON
Merger Sub, Inc. has changed its name to Hawaiian Natural Water Company, Inc.
AMCON will account for the merger under the "purchase" method of accounting.
Under the Merger Agreement, HNWC and AMCON had established the total value of
HNWC common stock as $2,865,348. The exchange ratio, which specified the
fractional share of AMCON issued for each share of Hawaiian Natural in the
merger, was determined by dividing this agreed upon value by the average AMCON
stock price described below and then dividing that resulting quotient by the
number of shares of HNWC common stock outstanding immediately prior to the time
the Merger was completed. For purposes of this calculation, the average
closing price of AMCON common stock was measured during a 20 trading day period
ending three days prior to December 17, 2001, the date of the Hawaiian Natural
shareholder vote on the merger. However, the common stock of AMCON would be
priced no lower than $6.00 and no greater than $8.00 per share for this
purpose. As a result of AMCON's stock price during this measurement period,
the exchange ratio was 0.052 of a share of AMCON common stock for each share
of HNWC common stock. A total of 477,558 shares of AMCON common stock were
therefore issued in the merger, of which AMCON received backback 104,000 shares
with respect to its ownership of 2,000,000 shares of common stock of HNWC.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The information required to be presented under this item
is not yet available and will be provided in an amendment
to this Form 8-K, which will be filed by the registrant
on or before March 2, 2002
(b) Pro Forma Financial Information
The information required to be presented under this item
is not yet available and will be provided in an amendment
to this Form 8-K, which will be filed by the registrant
on or before March 2, 2002
(c) Exhibits
The following items are filed as exhibits to this report:
EXHIBIT NO. DESCRIPTION
2.1 Fifth Amended and Restated Agreement and Plan of Merger dated
September 27, 2001 by and between AMCON Distributing Company,
AMCON Merger Sub, Inc. and Hawaiian Natural Water Company Inc.
(incorporated by reference to Exhibit 2.1 of AMCON's
Registration Statement on Form S-4 (Registration No. 333-
71300)filed on November 13, 2001)
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMCON DISTRIBUTING COMPANY
(Registrant)
Date: January 2, 2002 By : Michael D. James
-------------------------
Name: Michael D. James
Title: Secretary, Treasurer & Chief
Financial Officer
EXHIBIT INDEX
-------------
Exhibit Description
2.1 Fifth Amended and Restated Agreement and Plan of Merger dated
September 27, 2001 by and between AMCON Distributing Company,
AMCON Merger Sub, Inc. and Hawaiian Natural Water Company Inc.
(incorporated by reference to Exhibit 2.1 of AMCON's
Registration Statement on Form S-4 (Registration No. 333-
71300)filed on November 13, 2001)