SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HAWAIIAN NATURAL WATER COMPANY, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
Michael D. James
Chief Financial Officer
AMCON Distributing Company
10228 "L" Street
Omaha, Nebraska 68127
(402)331-3727
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
John A. Granda, Esq.
Stinson, Mag & Fizzell, P.C.
1201 Walnut Street
Kansas City, Missouri 64106
(816) 842-8600
June 21, 2001
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 Rule 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 disclosures 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 (however, see
the Notes).
(Continued on following page(s))
(1) NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AMCON Distributing Company; IRS No. 47-070298
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e): / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(7) SOLE VOTING POWER 2,000,000
(8) SHARED VOTING POWER
(9) SOLE DISPOSITIVE POWER 2,000,000
(10) SHARED DISPOSITIVE POWER
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,000,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions): /x/
(13) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11): 21.7%
(14) TYPE OF REPORTING PERSON (See Instructions): CO
PURPOSE OF AMENDMENT
The purpose of this Amendment No. 1 to the Schedule 13D originally filed
July 2, 2001 is to file the documents listed in Item 7, as exhibits.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D/A relates to Common Stock, no par value, of the issuer,
Hawaiian Natural Water Company, Inc., a Hawaii corporation ("Hawaiian
Natural"). The address of Hawaiian Natural's executive office is 98-746
Kuahao Place, Pearl City, Hawaii 96814.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Schedule 13D/A is by AMCON Distributing Company, a
Delaware corporation ("AMCON"). The name, business, present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted are
set forth in Appendix A to this Schedule 13D/A which is incorporated herein by
reference.
The address of AMCON's principal office is 10228 "L" Street, Omaha,
Nebraska 68127.
AMCON, together with its subsidiaries, are principally in the businesses
of wholesale distribution of approximately 24,000 different consumer products
through eight distribution centers and the retail sale of health food through
AMCON's 14 stores.
(d) During the last five years, neither AMCON nor, to the best of AMCON's
knowledge, any of its executive officers or directors, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither AMCON nor, to the best of AMCON's
knowledge, any of its executive officers or directors was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) AMCON is a Delaware corporation. Each of its executive officers and
directors is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used to purchase the Common Stock of Hawaiian Natural were
obtained from AMCON's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
In November 2000, AMCON entered into a merger agreement with Hawaiian
Natural, pursuant to which Hawaiian Natural would be merged with and into, and
thereby become, a wholly-owned subsidiary of AMCON. The merger consideration
values the entire common equity interest in Hawaiian Natural at $2,865,348,
payable in common stock of AMCON, which will be priced no lower than $6.00 and
no greater than $8.00 per share based on a 20 trading day measuring period
ending three trading days before the date of the stockholders of Hawaiian
Natural vote on the merger. As a result, AMCON will issue an aggregate of not
less than 358,168 nor more than 477,558 shares, representing between 11.6% and
14.9% of AMCON's outstanding shares after giving effect to the merger.
Hawaiian Natural optionholders and warrantholders would also receive
comparable options and warrants of AMCON but with the exercise price and
number of shares covered thereby being adjusted to reflect the exchange ratio.
AMCON has provided Hawaiian Natural with certain interim financing pending
the consummation of the merger. AMCON loaned Hawaiian Natural $350,000 in
September 2000 and $400,000 in October 2000, which loans are evidenced by
promissory notes, bearing interest at the rate of 10% per annum, due on
September 30, 2001 and are secured by substantially all of Hawaiian Natural's
assets (collectively the $750,000 Notes"). In February 2001, AMCON invested
$300,000 in Hawaiian Natural through the purchase of 750,000 shares of
Hawaiian Natural's common stock at a purchase price of $0.40 per share. On
June 21, 2001, AMCON loaned Hawaiian Natural an additional $500,000, which
loan is evidenced by a promissory note bearing interest at the rate of 10% per
annum, due on September 30, 2001, and which is also secured by substantially
all of Hawaiian Natural's assets (the "$500,000 Note"). In the event that the
merger agreement is terminated for any reason or Hawaiian Natural defaults on
its obligations under the $750,000 Notes or the $500,000 Note, AMCON will be
entitled to convert all of those notes into Series C Convertible Preferred
Stock which, among other things, would entitle AMCON to elect a majority of
Hawaiian Natural's Board of Directors. The $750,000 notes are also
convertible upon 61 days' advance notice into Hawaiian Natural's common stock
at the same exchange ratio as in the merger. The $500,000 Note is convertible
at any time at AMCON's election into Hawaiian Natural's common stock at a
conversion ratio of $0.40 per share.
The 750,000 shares purchased in February 2001 and the 1,250,000 shares
receivable by AMCON upon conversion of the $500,000 Note will participate in
the consideration to be received by Hawaiian Natural stockholders in the
merger (the "Merger Consideration"). Any shares receivable by AMCON upon
conversion of the $750,000 Notes will not participate in the merger
consideration.
Except for replacing Hawaiian Natural's Board of Directors with AMCON
nominees following the merger, providing necessary working capital following
the merger, and as otherwise described above, neither AMCON nor to the best of
AMCON's knowledge, any of its executive officers or directors have any plans
or proposals relating to the purchase of additional Hawaiian Natural
securities, extraordinary transactions with Hawaiian Natural, a sale of a
material amount of assets of Hawaiian Natural, any change in the
capitalization or dividend policy of Hawaiian Natural, changing the business
or corporate structure of Hawaiian Natural, or changing Hawaiian Natural's
articles of incorporation or bylaws. The shares of Hawaiian Natural will not
be publicly traded or registered under the Exchange Act after the merger but
the AMCON shares to be issued in the merger will be listed on AMEX.
The merger is expected to qualify as a tax-free reorganization and to be
recorded on the AMCON's books using the purchase method of accounting. The
merger is subject to various conditions, including the effectiveness of a
registration statement covering the shares to be issued in the merger, the
listing of such shares on AMEX and approval of the stockholders of Hawaiian
Natural. All of Hawaiian Natural's officers and directors and any of their
affiliated entities that own shares of Hawaiian Natural's common stock
(constituting approximately 40% of the currently outstanding shares) have
agreed to vote their shares in favor of the merger. It is expected that the
merger will be consummated on or before September 30, 2001.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AMCON is the beneficial owner of 2,000,000 shares of Hawaiian
Natural's common stock, which, as described in Item 4 above, consist of
750,000 shares purchased from Hawaiian Natural in February 2001 and 1,250,000
shares receivable upon conversion of the $500,000 Note. These 2,000,000
shares represent approximately 21.7% OF Hawaiian Natural's outstanding shares
of common stock based on a total of 7,935,982 outstanding Hawaiian Natural
shares as of June 21, 2001.
The above total excludes approximately 1,875,000 shares estimated to be
receivable upon conversion of the 750,000 Notes described in Item 4 above
because AMCON disclaims beneficial ownership of those shares since those Notes
are not convertible within 60 days and those shares are excluded from
participating in the merger consideration.
To the best of AMCON's knowledge, none of its executive officers or
directors beneficially own any common stock of Hawaiian Natural.
(b) AMCON possesses the sole power to dispose of all of the 2,000,000
shares referenced in Item 2(a) above.
(c) AMCON acquired the $500,000 Note, which is convertible into 1,250,000
shares of Hawaiian Natural's common stock, on June 21, 2001.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The response to Item 4 of this Schedule 13D is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to file the following documents as exhibits.
(1) Fourth Amended and Restated Agreement and Plan of Merger between
AMCON and Hawaiian Natural.
(2) 10% Secured Convertible Note due September 30, 2001 in the principal
amount of $350,000.
(3) 10% Secured Convertible Note due September 30, 2001 in the principal
amount of $400,000.
(4) 10% Secured Convertible Note due September 30, 2001 in the principal
amount of $500,000.
(5) Stockholders Agreement between AMCON, Andrew Merger Sub, Inc. and
certain stockholders of Hawaiian Natural.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief on behalf
of AMCON, as Secretary, Treasurer and Chief Financial Officer of AMCON, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 18, 2001.
AMCON Distributing Company
By: /s/ Michael D. James
Name: Michael D. James
Title: Secretary, Treasurer and
Chief Financial Officer
Appendix A
Directors and Executive Officers of
AMCON Distributing Company
Business and Address
Name and Position Principal at which Principal
with AMCON Occupation Occupation is Conducted
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William F. Wright, Chairman of the Board and *
Director CEO of AMCON
Jerry Fleming, President of The Healthy *
Director and Executive Edge Inc., a subsidiary
Officer of AMCON
William R. Hopper, Attorney and Consultant Of Counsel to law firm of
Director Rehm and Bennett
Suite 200, 1327 "H" Street
Lincoln, NE 68542
J. Tony Howard, President of Nebraska Beer and Wine Distributor
Director Distributing Company 13619 Industrial Road
Omaha, NE 68137
Allen D. Petersen, Chairman and CEO of Tool manufacturer
Director American Tool Companies, 2800 Higgins Road, Suite 835
Inc. Hoffman Estates, IL 60195
Kathleen M. Evans, President of AMCON *
Director and Executive
Officer
Timothy R. Pestotnik, Attorney Partner at law firm of Luce,
Director Forward Hamilton & Scripps,
LLP
600 West Broadway, Suite 2600
San Diego, CA 92101
Michael D. James, Secretary, Treasurer and
Executive Officer Chief Financial Officer *
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* The business address of each AMCON executive officer is set forth under
Item 2(b) above.