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AMCON DISTRIBUTING CO — Major Shareholding Notification 2006
Jul 17, 2006
34362_mrq_2006-07-17_89e70817-423f-4747-ab69-c6705d429c0d.zip
Major Shareholding Notification
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SC 13D/A 1 c06743asc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza PAGEBREAK
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 1 )*
AMCON Distributing Company
(Name of Issuer)
Common Stock, par value, $0.01 per share
(Title of Class of Securities)
02341Q106
(CUSIP Number)
Jerry J. Burgdoerfer, Esq. Jenner & Block LLP One IBM Plaza Chicago, IL 60611
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 17, 2006
(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), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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 persons 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).
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 control number.
PAGEBREAK
CUSIP No. 02341Q106 Page 2 of 13
| 1 | NAMES OF REPORTING PERSONS: Draupnir Capital, LLC | |
|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
| (a) þ 1 | ||
| (b) o | ||
| 3 | SEC USE ONLY: | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| N/A | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| Delaware | ||
| 7 | SOLE VOTING POWER: | |
| NUMBER OF | 146,842 2 | |
| SHARES | 8 | SHARED VOTING POWER: |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9 | SOLE DISPOSITIVE POWER: |
| REPORTING | ||
| PERSON | 146,842 2 | |
| WITH | 10 | SHARED DISPOSITIVE POWER: |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 146,842 2 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| 21.8% 3 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | |
| OO |
| 1 | See Item 4 hereto regarding termination of the group formed
pursuant to the statement on Schedule 13D filed with the United States Securities and Exchange Commission on March 31, 2006 on behalf of the Reporting Persons. |
| --- | --- |
| 2 | Includes 146,842 shares of Common Stock
of AMCON Distributing Company that would be issued upon conversion of 80,000
shares of Series C Convertible Stock at a price of $13.62 per share. |
| 3 | The percentage reported in row (13) is
calculated based upon 673,904 shares of Common Stock of AMCON Distributing
Company issued and outstanding, including 527,062 shares of Common Stock of
AMCON Distributing Company issued and outstanding as of January 17, 2005 and
the 146,842 shares of Common Stock issuable upon conversion of the Reporting
Persons Series C Convertible Stock. |
PAGEBREAK
CUSIP No. 02341Q106 Page 3 of 13
| 1 | NAMES OF REPORTING PERSONS: Draupnir, LLC | |
|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
| (a) þ 1 | ||
| (b) o | ||
| 3 | SEC USE ONLY: | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| N/A | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| Delaware | ||
| 7 | SOLE VOTING POWER: | |
| NUMBER OF | 196,330 2 | |
| SHARES | 8 | SHARED VOTING POWER: |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9 | SOLE DISPOSITIVE POWER: |
| REPORTING | ||
| PERSON | 196,330 2 | |
| WITH | 10 | SHARED DISPOSITIVE POWER: |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 196,330 2 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| 27.1% 3 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | |
| OO |
| 1 | See Item 4 hereto regarding termination of the group formed
pursuant to the statement on Schedule 13D filed with the United States Securities and Exchange Commission on March 31,
2006 on behalf of the Reporting Persons. |
| --- | --- |
| 2 | Includes 146,842 shares of Common Stock of
AMCON Distributing Company that would be issued upon conversion of 80,000
shares of Series C Convertible Stock, held by its subsidiary, at a price of
$13.62 per share and 49,488 shares of Common Stock of AMCON Distributing
Company that would be issued upon conversion of 60,000 shares of Series A
Convertible Stock at a price of $30.31 per share. |
| 3 | The percentage reported in row (13) is
calculated based upon 723,392 shares of Common Stock of AMCON Distributing
Company issued and outstanding, including 527,062 shares of Common Stock of
AMCON Distributing Company issued and outstanding as of January 17, 2005 and
the 196,330 shares of Common Stock issuable upon conversion of the Reporting
Persons Series A and Series C Convertible Preferred Stock. |
PAGEBREAK
CUSIP No. 02341Q106 Page 4 of 13
| 1 | NAMES OF REPORTING PERSONS: The Lifeboat Foundation | |
|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
| (a) þ 1 | ||
| (b) o | ||
| 3 | SEC USE ONLY: | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| N/A | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| Illinois | ||
| 7 | SOLE VOTING POWER: | |
| NUMBER OF | 37,849 | |
| SHARES | 8 | SHARED VOTING POWER: |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9 | SOLE DISPOSITIVE POWER: |
| REPORTING | ||
| PERSON | 37,849 | |
| WITH | 10 | SHARED DISPOSITIVE POWER: |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 37,849 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| 7.2% 2 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | |
| CO |
| 1 | See Item 4 hereto regarding termination of the group
formed pursuant to the statement on Schedule 13D filed with the United States Securities and Exchange
Commission on March 31, 2006 on behalf of the Reporting Persons. |
| --- | --- |
| 2 | The percentage reported in row (13) is
calculated based upon 527,062 shares of Common Stock of AMCON Distributing
Company issued and outstanding as of January 17, 2005. |
PAGEBREAK
CUSIP No. 02341Q106 Page 5 of 13
| 1 | NAMES OF REPORTING PERSONS: Allen D. Petersen | |
|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
| (a) þ 1 | ||
| (b) o | ||
| 3 | SEC USE ONLY: | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| N/A | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| USA | ||
| 7 | SOLE VOTING POWER: | |
| NUMBER OF | 201,687 2 | |
| SHARES | 8 | SHARED VOTING POWER: |
| BENEFICIALLY | ||
| OWNED BY | 10,291 3 | |
| EACH | 9 | SOLE DISPOSITIVE POWER: |
| REPORTING | ||
| PERSON | 201,687 2 | |
| WITH | 10 | SHARED DISPOSITIVE POWER: |
| 10,291 3 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 211,978 2,3 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| 29.2% 4 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | |
| IN |
| 1 | See Item 4 hereto regarding termination of the group formed
pursuant to the statement on Schedule 13D filed with the
United States Securities and Exchange Commission on March 31, 2006 on behalf of the Reporting Persons. |
| --- | --- |
| 2 | Includes 146,842 shares of Common Stock of
AMCON Distributing Company that would be issued upon conversion of 80,000
shares of Series C Convertible Stock, held by Draupnir Capital, LLC (controlled
by the Reporting Person), at a price of $13.62 per share and 49,488 shares of
Common Stock of AMCON Distributing Company that would be issued upon conversion
of 60,000 shares of Series A Convertible Stock, held by Draupnir, LLC
(controlled by the Reporting Person), at a price of $30.31 per share, for which
the Reporting Person has sole dispositive and voting power, 3,117 shares of
Common Stock for full exercise of all options held by the Reporting Person and
2,240 shares of Common Stock held by the 2003 Allen D. Petersen Irrevocable
Trust, over which Mr. Petersen has sole voting power as sole trustee. |
| 3 | The amounts reported in rows (8) and (10) comprise
10,291 shares held in the name of AMCON Corporation, in which
the Reporting Person beneficially owns 30% of the total outstanding
equity, and together with William F. Right shares dispositive and
voting control over such shares. |
| 4 | The percentage reported in row (13) is
calculated based upon 726,509 shares of Common Stock of AMCON Distributing
Company issued and outstanding, including 527,062 shares of Common Stock of
AMCON Distributing Company issued and outstanding as of January 17, 2005,
196,330 shares of Common Stock issuable upon conversion of Series A and Series
C Convertible Preferred Stock deemed to be beneficially owned by the Reporting
Person and 3,117 shares of Common Stock issuable on full exercise of all
options held by the Reporting Person. |
PAGEBREAK
CUSIP No. 02341Q106 Page 6 of 13
| 1 | NAMES OF REPORTING PERSONS: 2003 Allen D. Petersen Irrevocable Trust | |
|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
| (a) þ 1 | ||
| (b) o | ||
| 3 | SEC USE ONLY: | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| N/A | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| USA | ||
| 7 | SOLE VOTING POWER: | |
| NUMBER OF | 2,240 | |
| SHARES | 8 | SHARED VOTING POWER: |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9 | SOLE DISPOSITIVE POWER: |
| REPORTING | ||
| PERSON | 2,240 | |
| WITH | 10 | SHARED DISPOSITIVE POWER: |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 2,240 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| 0.4% 2 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | |
| OO |
| 1 | See Item 4 hereto regarding termination of the group formed
pursuant to the statement on Schedule 13D filed with the
United States Securities and Exchange Commission on March 31, 2006 on behalf of the Reporting Persons. |
| --- | --- |
| 2 | The percentage reported in row (13) is calculated based
upon 527,062 shares of Common Stock of AMCON Distributing
Company issued and outstanding as of January 17, 2005. |
PAGEBREAK
CUSIP No. 02341Q106 Page 7 of 13
| 1 | NAMES OF REPORTING PERSONS: William F. Wright | |
|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
| (a) þ 1 | ||
| (b) o | ||
| 3 | SEC USE ONLY: | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| N/A | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| USA | ||
| 7 | SOLE VOTING POWER: | |
| NUMBER OF | 155,163 2 | |
| SHARES | 8 | SHARED VOTING POWER: |
| BENEFICIALLY | ||
| OWNED BY | 10,291 3 | |
| EACH | 9 | SOLE DISPOSITIVE POWER: |
| REPORTING | ||
| PERSON | 155,163 2 | |
| WITH | 10 | SHARED DISPOSITIVE POWER: |
| 10,291 3 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 165,454 2,3 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| 29.5% 4 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | |
| IN |
| 1 | See Item 4 hereto regarding termination of the group
formed pursuant to the statement on Schedule 13D filed with the United States Securities and Exchange Commission on March 31, 2006 on behalf of the Reporting Persons. |
| --- | --- |
| 2 | Includes 32,992 shares of Common Stock of AMCON Distributing Company that would
be issued upon conversion of 40,000 shares of Series A Convertible Preferred Stock at a conversion
rate of $30.31 per share, which are held in the name of Aristide Investments, L.P., which is
controlled by the Reporting Person. |
| 3 | The amounts reported in rows (8) and (10) comprise 10,291 shares held in
the name of AMCON Corporation, in which the Reporting Person beneficially owns 35% of the total
outstanding equity, and together with Allen D. Petersen shares dispositive and voting control over
such shares. |
| 4 | The percentage reported in row (13) is calculated based upon 560,054
shares of Common Stock of AMCON Distributing Company issued and outstanding, including 527,062
shares of Common Stock of AMCON Distributing Company issued and outstanding as of January 17, 2005
and the 32,992 shares of Common Stock issuable upon conversion of the Reporting Persons Series A
Convertible Preferred Stock, which are held in the name of Aristide Investments, L.P., which is
controlled by the Reporting Person. |
PAGEBREAK
CUSIP No. 02341Q106 Page 8 of 13
| 1 | NAMES OF REPORTING PERSONS: Jeremy W. Hobbs | |
|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
| (a) þ 1 | ||
| (b) o | ||
| 3 | SEC USE ONLY: | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| N/A | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| USA | ||
| 7 | SOLE VOTING POWER: | |
| NUMBER OF | 128 | |
| SHARES | 8 | SHARED VOTING POWER: |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9 | SOLE DISPOSITIVE POWER: |
| REPORTING | ||
| PERSON | 128 | |
| WITH | 10 | SHARED DISPOSITIVE POWER: |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 128 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| <0.1% 2 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | |
| IN |
| 1 | See Item 4 hereto regarding termination of the group
formed pursuant to the statement on Schedule 13D filed with the United States Securities and Exchange Commission on March 31, 2006 on behalf of the Reporting Persons. |
| --- | --- |
| 2 | The percentage reported in row (13) is calculated based upon 527,062 shares of Common Stock of AMCON Distributing Company issued and outstanding as of January 17, 2005. |
PAGEBREAK
CUSIP No. 02341Q106 Page 9 of 13
| 1 | NAMES OF REPORTING PERSONS: Christopher H. Atayan | |
|---|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
| (a) þ 1 | ||
| (b) o | ||
| 3 | SEC USE ONLY: | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| N/A | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| USA | ||
| 7 | SOLE VOTING POWER: | |
| NUMBER OF | 55 | |
| SHARES | 8 | SHARED VOTING POWER: |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9 | SOLE DISPOSITIVE POWER: |
| REPORTING | ||
| PERSON | 55 | |
| WITH | 10 | SHARED DISPOSITIVE POWER: |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 55 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| <0.1% 2 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | |
| IN |
| 1 | See Item 4 hereto regarding termination of the group
formed pursuant to the statement on Schedule 13D filed with the
United States Securities and Exchange Commission on March 31,
2006 on behalf of the Reporting Persons. |
| --- | --- |
| 2 | The percentage reported in row (13) is calculated based upon 527,062 shares of Common Stock of AMCON Distributing Company issued and outstanding as of January 17, 2005. |
PAGEBREAK
| Item 1. Security and Issuer. |
| --- |
| This first amended statement on Schedule 13D (the Amendment) amends the
statement on Schedule 13D filed with the United States Securities and Exchange
Commission (the SEC) on March 31, 2006 (the Statement) on behalf of
Draupnir, LLC, a Delaware limited liability company (Draupnir), Draupnir
Capital, LLC, a Delaware limited liability company and wholly owned subsidiary
of Draupnir (DCL), The Lifeboat Foundation, an Illinois not-for-profit
corporation (Lifeboat), Allen D. Petersen (Mr. Petersen), the 2003 Allen D.
Petersen Irrevocable Trust (the Petersen Trust), Jeremy W. Hobbs (Mr.
Hobbs), William F. Wright (Mr. Wright) and Christopher H. Atayan (Mr.
Atayan) (each a Reporting Person and collectively, the Reporting
Persons). The Reporting Persons filed the Statement in order to
form a group, within the meaning of Section 13(d) of the Securities Exchange Act
of 1934, as amended, (the Exchange Act) with respect to the securities of
AMCON Distributing Company, a Delaware corporation (AMCON) owned by each
Reporting Person. The Statement is incorporated by reference herein. |
| Item 4. Purpose of Transaction. |
| This Amendment is being filed to give notice of the dissolution of a group for
the purposes of Section 13(d) of the Exchange Act. As disclosed by the
Statement, as a result of certain provisions set forth in the Stock Purchase
Agreement dated as of March 3, 2006, by and between DCL and AMCON (the
Agreement) each of Draupnir, DCL, Lifeboat, Mr. Petersen and the Petersen
Trust (collectively, the Agreement Reporting Persons) agreed to cooperate with
one another regarding certain decisions (investment, management or otherwise) in
connection with AMCON. The Agreement Reporting Persons filed a Schedule 13D to
that effect on March 10, 2006. Subsequently, the Agreement Reporting Persons
and Mr. Wright, Mr. Hobbs and Mr. Atayan entered into an informal agreement
whereby they agreed to cooperate with one another regarding certain decisions
relating to the affairs of AMCON. As a result of the informal agreement, they
formed a group within the meaning of 13(d) of the Exchange Act, and filed the
Statement. |
| Subsequent to the filing of the Statement, the Agreement Reporting Persons, Mr.
Wright, Mr. Hobbs and Mr. Atayan determined that they were no longer a group
within the meaning of 13(d) of the Exchange Act. This determination was made
after internal discussions, which resulted in the Agreement Reporting Persons,
Mr. Wright, Mr. Hobbs and Mr. Atayan terminating any and all informal agreements
that existed between them which contemplated that they act together for the
purpose of acquiring, holding, voting or disposing of AMCONs securities. In
light of the dissolution of the group, no further amendments will be filed with
respect to the Statement and the Group formed pursuant to the Statement shall be
deemed terminated. Any further filings relating to the Agreement Reporting
Persons, Mr. Wright, Mr. Hobbs and Mr. Atayans ownership of AMCONs securities
will be filed, if required, on the appropriate schedule, by the appropriate
Reporting Person, in such persons individual capacity. Nothing herein will be
deemed to prohibit any or all of the Reporting Persons from (i) cooperating in
the future with respect to individual decisions affecting the management of the
Company, provided, that, such |
Page 10 of 13
PAGEBREAK
decisions are based on the individual views and considerations of such Reporting Persons, or (ii) making a subsequent determination to form a group at a later time.
Simultaneous with the filing of this Amendment, (i) the Agreement Reporting Persons will file an amendment to the Schedule 13D filed with the SEC on March 10, 2006 and (ii) Mr. Wright will file an amendment to the Schedule 13D he filed with the SEC on July 1, 2004. Mr. Hobbs and Mr. Atayan are the beneficial owners of less than 5% of any class of AMCONs securities and will no longer be subject to filing obligations pursuant to the Exchange Act effective upon the filing of this Amendment.
Page 11 of 13
PAGEBREAK
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Date: July 14, 2006
| DRAUPNIR CAPITAL, LLC | |
|---|---|
| By: | /s/ Jeremy W. Hobbs |
| Jeremy W. Hobbs | |
| Chief Executive Officer | |
| DRAUPNIR, LLC | |
| By: | /s/ Jeremy W. Hobbs |
| Jeremy W. Hobbs | |
| Chief Executive Officer | |
| THE LIFEBOAT FOUNDATION | |
| By: | /s/ Allen D. Petersen |
| Allen D. Petersen | |
| Director | |
| THE 2003 ALLEN D. PETERSEN IRREVOCABLE TRUST | |
| By: | /s/ Allen D. Petersen |
| Allen D. Petersen | |
| Trustee | |
| ALLEN D. PETERSEN | |
| /s/ Allen D. Petersen | |
| WILLIAM F. WRIGHT | |
| /s/ William F. Wright |
Page 12 of 13
PAGEBREAK
| JEREMY W. HOBBS |
|---|
| /s/ Jeremy W. Hobbs |
| CHRISTOPHER H. ATAYAN |
| /s/ Christopher H. Atayan |
Page 13 of 13