FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/08/2004 |
3. Issuer Name and Ticker or Trading Symbol
AMCON DISTRIBUTING CO [ DIT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Pref. Stock, par value $.01 per share | 10/08/2004 | (1) | Common Stock, par value $.01 per share | 81,135(2) | $24.65(2) | I | Through wholly-owned subsidiaries(3)(4) |
Explanation of Responses: |
1. The issuer may redeem the Series B Convertible Preferred Stock, at its option, commencing October 9, 2006 and the Series B Convertible Preferred Stock must be redeemed upon a change of control, as defined in the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock will remain outstanding and convertible until converted or redeemed. |
2. The conversion price and number of shares issuable on conversion are subject to anti-dilution adjustments. |
3. The Series B Convertible Preferred Stock is owned directly by Spencer Street Investments, Inc., a wholly-owned subsidiary of Alexander Dawson, Inc. which is, in turn, a wholly owned subsidiary of the Reporting Person. The address of Spencer Street Investments, Inc and Alexander Dawson, Inc. is 4045 South Spencer Street, Las Vegas NV 89119. |
4. The Reporting Person has granted a participation interest in 20% of any capital gains realized by the Reporting Person in the investment in the Issuer represented by the Series B Convertible Preferred Stock. The Reporting Person retains the power to vote or dispose of, and to direct the vote or disposition of the Series B Convertible Preferred Stock. Such participation interest may be deemed to reduce the Reporting Person's pecuniary interest in the Series B Convertible Preferred Stock under Rule 16a-(2)(i) under the Securities Exchange Act of 1934. |
Remarks: |
Joseph Borini, Trustee | 11/12/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |