UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED September 26, 2003
------------------
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to
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Commission File Number 0-24708
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AMCON Distributing Company
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(Exact name of Registrant as specified in its charter)
Delaware 47-0702918
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7405 Irvington Road, Omaha NE 68122
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(Address of principal executive offices)
Registrant's telephone number, including area code: (402) 331-3727
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
---- ----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
----------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Annual Report on
Form 10-K or any other amendment to this Form 10-K. /X/
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
----- -----
The aggregate market value of equity securities held by non-affiliates of the
Registrant on March 28, 2003 was approximately $6.8 million.
As of December 12, 2003 there were 3,168,954 shares of common stock
outstanding.
- Documents Incorporated by Reference -
---------------------------------------
Portions of the Company's 2003 Annual Report to Shareholders are incorporated
herein by reference into Parts I, II and IV.
- Explanatory Note -
--------------------
AMCON Distributing Company ("AMCON" or the "Company") is amending its annual
report on Form 10-K for the year ended September 26, 2003 ("Form 10-K") to
include the information required by Part III of the Form 10-K. The Company
filed its Form 10-K on December 24, 2003 and incorporated many sections of
Part III by reference to the Company's Proxy Statement. On January 20, 2004,
the Company announced a reverse stock split which requires the filing of a
preliminary proxy statement with the Securities and Exchange Commission. The
preliminary proxy statement was filed on January 20, 2004, but the minimum 10
day waiting period will prevent the Company from filing its definitive proxy
statement within the applicable time frame allowed for incorporating by
reference information into the Company's Form 10-K. Therefore, the Company
is filing this amended Form 10-K/A to include such information and to remove
references to the proxy statement. In addition, the Company is deleting Item
4A and moving the previously reported information to Item 10. Except as so
indicated, the Company has made no other changes to its Annual Report on Form
10-K for the year ended September 26, 2003.
1
AMCON DISTRIBUTING COMPANY
--------------------------
2003 FORM 10-K/A ANNUAL REPORT
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Table of Contents
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Page
----
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 3
Item 11. Executive Compensation...................................... 5
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 8
Item 13. Certain Relationships and Related Transactions. ........... 11
Item 14. Principal Accountant Fees and Services...................... 12
PART IV
Item 15. Exhibits, Financial Statement Schedules and
Reports on Form 8-K ........................................ 12
2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
THE BOARD OF DIRECTORS
The table below sets forth certain information regarding the directors of the
Company. The Board of Directors has determined that Messrs. Mayer, Bentele,
Pestotnik, Peterson and Loyack are independent directors of the Company under
the new listing standards adopted by the American Stock Exchange. All
members of the Board of Directors have held their positions with the
companies (or their predecessors) set forth under "Principal Occupation" for
at least five years, unless otherwise indicated.
Principal Director Term To
Name Age Occupation Since Expire
------------------ --- ----------------------------------------- -------- -------
NOMINEES
William F. Wright 61 Chairman and Principal Executive 1986 2004
Officer of the Company
William R. Hoppner 53 Attorney/1/ 1994 2004
Stanley Mayer 58 Consultant/2/ 2002 2004
DIRECTORS CONTINUING IN OFFICE
J. Tony Howard 59 President of Nebraska Distributing
Company 1986 2005
Allen D. Petersen 62 Chairman of Draupnir LLC/3/ 1993 2005
Raymond F. Bentele 67 Retired, Former Chairman, President and
Chief Executive Officer Mallinckrodt,
Inc./4/ 2002 2005
Kathleen M. Evans 56 President of the Company 1986 2006
Timothy R. Pestotnik 43 Attorney, Partner in the law firm Luce,
Forward, Hamilton & Scripps, LLP 1998 2006
John R. Loyack 40 Senior Vice President and Chief Financial
Officer of PNM Resources, Inc./5/ 2003 2006
-----------
/1/ Mr. Hoppner is engaged in the private practice of law. Most recently,
from 1999 to 2003, he served in an Of Counsel position to the law firm Rehm
and Bennett, P.C. From 1997 through 1998, Mr. Hoppner pursued a political
career during which he resigned from our Board of Directors.
/2/ Since 2002, Mr. Mayer has been a consultant to various companies
regarding financial and strategic planning matters. Mr. Mayer served as
Chief Financial Officer for Donruss Playoff, Inc. from 2001 to 2002 and as
Vice President of Southern Union Company from 1998 through 2001.
/3/ Mr. Petersen became Chairman of Draupnir LLC in June 2002. For over 10
years prior to that time, Mr. Petersen was Chairman and Chief Executive
Officer of American Tool Companies, Inc. Mr. Petersen is also a director of
Gold Banc Corporation, Inc., a public bank holding company.
3
/4/ Mr. Bentele served as President and Chief Executive Officer of
Mallincrodt, Inc. from 1981 until his retirement in 1992. He currently
serves as a director of Kellwood Company, IMC Global, Inc. and Leggett &
Platt, Inc.
/5/ Prior to serving in his current position, Mr. Loyack served as Vice
President and Chief Accounting Officer at PNM Resources and Director of
Financial Accounting and Reporting for Union Pacific Corporation. Mr. Loyack
was appointed to the Board of Directors in September 2003.
The Board of Directors has established and assigned certain responsibilities
to an Audit Committee. The members of the Audit Committee are Timothy R.
Pestotnik (chairman), John R. Loyack and Stanley Mayer. The Board of
Directors has determined that all members of the Audit Committee are
independent directors under the rules of the Securities and Exchange
Commission and under the new listing standards adopted by the American Stock
Exchange. In addition, the Board of Directors has determined that Mr. Loyack
and Mr. Mayer qualify as "audit committee financial experts" under the rules
of the Securities and Exchange Commission.
EXECUTIVE OFFICERS OF THE COMPANY
The Company's day-to-day affairs are managed by its executive officers, who
are appointed by the Board of Directors for terms of one year. The Company
has entered into employment agreements with Mr. Wright and Ms. Evans each
with a term expiring on December 31, 2004. These executive officers are as
follows:
Name Age Position
---- --- --------
William F. Wright 61 Chairman of the Board, Director
Kathleen M. Evans 56 President, Director
Eric J. Hinkefent 42 President of CNF and HFA
Michael D. James 42 Secretary, Treasurer and
Chief Financial Officer
WILLIAM F. WRIGHT has served as the Chairman and Chief Executive Officer of
AMCON Corporation (the former parent of AMCON) since 1976 and as Chairman of
the Company since 1981. From 1968 to 1984, Mr. Wright practiced corporate
and securities law in Lincoln, Nebraska. Mr. Wright is a graduate of the
University of Nebraska and Duke University School of Law and is a certified
public accountant.
KATHLEEN M. EVANS became President of the Company in February 1991. Prior to
that time she served as Vice President of AMCON Corporation from 1985 to
1991. From 1978 until 1985, Ms. Evans acted in various capacities with AMCON
Corporation and its operating subsidiaries.
ERIC J. HINKEFENT has served as President of both Chamberlin Natural Foods,
Inc. and Health Food Associates, Inc. since October 2001. Prior to that time
he served as President of Health Food Associates, Inc. beginning in 1993. He
has also served on the board of The Healthy Edge, Inc. from 1999 through
2003. Mr. Hinkefent is a graduate of Oklahoma State University.
4
MICHAEL D. JAMES became Treasurer and Chief Financial Officer of the Company
in June 1994. In November 1997, he assumed the responsibilities of Secretary
of the Company. He is a certified public accountant and is responsible for
all financial and reporting functions within the Company. Prior to joining
AMCON, Mr. James practiced accounting for ten years with the firm of
PricewaterhouseCoopers LLP, serving as the senior tax manager of the Omaha,
Nebraska office from 1992 until 1994. Mr. James is a graduate of Kansas
State University.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and certain persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and
Exchange Commission (the "SEC") reports of their ownership of Company Common
Stock. Officers, directors and greater-than-ten-percent shareowners are
required by SEC regulation to furnish the Company with copies of such Section
16(a) reports they file. Based solely upon review of the copies of such
reports received by the Company and written representations from each such
person who did not file an annual report with the SEC (Form 5) that no other
reports were required, the Company believes that there was compliance for the
fiscal year ended 2003 with all Section 16(a) filing requirements applicable
to the Company officers, directors and greater-than-ten-percent beneficial
owners.
CODE OF ETHICS
The Company has adopted a Code of Ethics that applies to the Chairman,
President, Chief Financial Officer and Controller, as required by Section 406
of the Sarbanes Oxley Act of 2002. A copy of the Code of Ethics was attached
as Exhibit 14.1 to the Company's Form 10-K filed on December 24, 2003.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Prior to January 1, 2003, directors who were not employees of the Company
were paid an annual fee of $20,000, plus $500 for each board meeting
(including committee meetings) attended in person or by teleconference.
Beginning January 1, 2003, directors who are not employees of the Company are
paid according to the following annual scale with no payment of meeting fees:
Audit Committee - Chair $40,000
Audit Committee - Member $35,000
Nominating Committee - Chair $35,000
All Other Outside Directors $30,000
In addition, all directors are reimbursed for out-of-pocket expenses related
to attending board and committee meetings. Non-employee directors are
eligible to receive awards of nonqualified stock options which entitle them
to purchase shares of our common stock at an exercise price equal to the fair
market value of the stock on the date of grant. Option grants to non-
employee directors are not issued under the Company's 1994 Stock Option Plan.
Such option grants are recommended on an annual basis by the Compensation
5
Committee, subject to approval by the Board of Directors. These stock
options also have varying vesting schedules ranging up to five years and
expire ten years after the date of grant. During fiscal year 2003, stock
options to purchase 5,000 shares of common stock were granted to Mr. Loyack
at an exercise price of $4.71 per share.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information regarding the annual and long-term
compensation awarded to, earned by or paid by the Company and its
subsidiaries to the Company's Chairman and the other three highest paid
executive officers of the Company ("Named Officers") for services rendered
during fiscal years 2003, 2002, and 2001. No other executive officers of the
Company earned salary and bonus in fiscal year 2003 in excess of the
disclosure threshold established by federal securities laws.
Summary Compensation Table
Long-Term Compensation
---------------------------------
Annual Compensation Awards Payouts
--------------------------------------- ------------------------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
/1/ /2/ /3/
Restricted Securities
Name and Other Annual Stock Underlying LTIP All Other
Principal Salary Bonus Compensation Award(s) Options/SARs Payouts Compensation
Position Year ($) ($) ($) ($) (S) ($) ($)
------------ ---- ------- ------- ------------ ---------- ------------ ------- ------------
William F. Wright, 2003 409,450 102,400 63,645 - - - 9,095
Chairman 2002 393,700 40,000 - - - - 9,935
2001 378,560 113,568 - - - - 9,048
Kathleen M. Evans, 2003 321,710 160,900 - - - - 8,907
President 2002 309,340 155,000 - - - - 8,463
2001 297,440 90,000 - - - - 10,657
Michael D. James, 2003 162,500 40,000 - - - - 7,379
Secretary, 2002 155,000 25,000 - - - - 7,333
Treasurer and 2001 145,000 25,000 - - - - 6,612
Chief Financial
Officer
Eric J. Hinkefent, 2003 125,000 - - - - - 5,103
President of Health 2002 102,700 16,000 - - - - 4,045
Food Associates, 2001 100,000 - - - - - 2,240
Inc. and Chamberlin
Natural Foods, Inc.
--------------------
/1/ Amount for fiscal 2003 consists of (i) the value of split dollar life
insurance of $39,645 and (ii) auto allowance of $24,000 for Mr. Wright. No
disclosure is required in this column for any other named executive officer
pursuant to applicable Securities and Exchange Commission regulations, as the
aggregate value of items covered by this column does not exceed the lesser of
$50,000 or 10% of the total annual salary and bonus shown for each respective
executive officer named.
/2/ The Company does not have a long-term incentive plan as defined in
Item 402 of Regulation S-K under the Securities Exchange Act of 1933, as
amended.
6
/3/ These amounts for fiscal year 2003 consist of (i) contributions to the
Company's Profit Sharing Plan of $8,000, $8,000, $7,379 and $5,103 for Mr.
Wright, Ms. Evans, Mr. James and Mr. Hinkefent, respectively, and (ii) the
values of term life insurance of $1,095 and $907 for Mr. Wright and Ms.
Evans, respectively.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
No options were granted during fiscal year 2003 to the Named Officers listed
in the Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
The following table sets forth certain information concerning options
exercised during fiscal year 2003, the number of unexercised options and the
value of unexercised options at the end of fiscal year 2003 for the Named
Officers listed in the Summary Compensation Table.
(a) (b) ) (d) (e)
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
Options/SARs at Fiscal Year
Shares Fiscal Year End(#) End($)/1/
Acquired
on Value Exercisable/ Exercisable/
Name Exercise(#) Realized ($) Unexercisable Unexercisable
----------------- ----------- ------------ ------------------ ------------------
William F. Wright -0- -0- 6,600 / 0 0 / 0
Kathleen M. Evans -0- -0- 38,500 / 0 $68,850 / 0
Michael D. James 2,200 $3,250 15,680 / 4,120 $16,065 / 0
Eric J. Hinkefent -0- -0- 4,400 / 1,100 0 / 0
-------------------
/1/ Based on the difference between the closing sale price of the Company's
common stock on September 26, 2003 and the exercise price of the options.
LONG-TERM INCENTIVE PLANS AND OTHER MATTERS
The Company does not maintain a long-term incentive plan or pension plan (as
defined in Item 402 of SEC Regulation S-K) for the Named Officers and has not
repriced any options or SARs for any Named Officer during the last fiscal
year.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with William F. Wright,
the Chairman of the Board, and Kathleen M. Evans, President of the Company.
Each such agreement has a term expiring on December 31, 2004 and is
automatically extended each December 31 for one additional year unless either
the Company or the executive delivers a notice of non-extension at least 90
7
days prior to the scheduled automatic renewal date. Each agreement provides
for the payment of a base salary in each year during the term thereof and
provides that the executive shall be eligible to receive a bonus based upon
performance in an amount determined by the Compensation Committee.
The Company has entered into an employment agreement with Eric J. Hinkefent,
the President of Health Food Associates, Inc. and Chamberlin Natural Foods,
Inc. The agreement has a term expiring on September 30, 2004 and is
automatically extended each September 30 for one additional year unless
either the Company or the Mr. Hinkefent delivers a notice of non-extension at
lease 90 days prior to the scheduled automatic renewal date. The agreement
provides for a base salary in each year of the term thereof and provides that
Mr. Hinkefent shall be eligible to receive a bonus of up to a maximum of 75%
of his base salary based upon performance as determined by the Compensation
Committee.
If an employment agreement terminates due to an executive's disability or
death, the executive or his or her personal representative are entitled to
receive the executive's base salary for a period of six months following the
termination. If an employment agreement is terminated for reasons other than
serious misconduct (as defined in the agreements), the terminated executive
is entitled to receive a severance package equal to such executive's current
base salary plus his or her previous year's bonus. Each executive is also be
eligible to participate in the Company's 1994 Stock Option Plan and in other
employee benefit plans maintained by the Company, including health and life
insurance plans. Each agreement contains provisions under which the
executive has agreed to maintain the confidentiality of information
concerning the Company and its affairs and a covenant not to compete with the
Company for a period of one year after such executive's employment with the
Company terminates.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
There were no compensation committee interlocks and no insider participation
in compensation decisions during fiscal 2003 that are required to be reported
under the rules and regulations of the Securities Exchange Act of 1934.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF OUR COMMON STOCK BY OUR DIRECTORS AND OFFICERS AND OTHER
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the Record Date, the shares of common
stock beneficially owned by each director, each nominee for director, each of
the executive officers named in the Summary Compensation Table in this proxy
statement, and all present executive officers and directors as a group. The
shares beneficially owned by our executive officers and directors, excluding
options, account for approximately 44.6% of the total shares outstanding on
the Record Date and entitled to vote at the Annual Meeting. We believe that
all of these shares will be voted "FOR" each of the proposals set forth in
this proxy statement. In addition to outstanding shares, executive officers
and directors are deemed to beneficially own shares that they may acquire by
exercising vested stock options or options that will vest within 60 days of
the Record Date. While these additional shares are included in the following
table, none of these additional shares are eligible to vote at the Annual
8
Meeting even if the options were to be exercised prior to the date of the
Annual Meeting since the Record Date has already passed. The following table
also sets forth the beneficial ownership by each other person believed by us
to beneficially own 5% or more of our outstanding common stock as of the
Record Date.
Number of
Shares Percent
Beneficially of
Name Owned Class /1/
------------------------ ------------ -------
William F. Wright, Director, Chairman of the Board 783,758 /2/ 24.68
Kathleen M. Evans, Director, President 185,036 /3/ 5.77
Michael D. James, Chief Financial Officer,
Secretary and Treasurer 19,180 /4/ *
Eric J. Hinkefent, President of Health Food
Associates, Inc. and Chamberlin Natural Foods, Inc. 4,400 /5/ *
J. Tony Howard, Director 177,446 /6/ 5.55
Allen D. Petersen, Director 259,238 /7/ 8.13
Timothy R. Pestotnik, Director 240,298 /8/ 7.56
William R. Hoppner, Director 101,265 /9/ 3.19
Stanley Mayer, Director 5,000 /10/ *
Raymond F. Bentele, Director 5,000 /11/ *
John R. Loyack, Director 5,000 /12/ *
All executive officers and directors
as a group (11 persons) 1,558,523 47.04
OTHER PRINCIPAL STOCKHOLDERS
----------------------------
Wendy M. Wright /13/ 253,252 7.99
Ane Patterson Shields /14/ 160,784 5.07
----------------------------
* Less than 1% of class.
/1/ Unless otherwise noted, each director and executive officer owned his or
her shares directly and has sole voting and investment power over his or her
shares.
/2/ Includes 61,750 shares of common stock held by AMCON Corporation, over
which Mr. Wright has voting and dispositive powers. Also includes options to
purchase 6,600 shares of common stock at an exercise price of $9.00 per share
which may be exercised currently.
/3/ Includes options to purchase 38,500 shares of common stock at an average
exercise price of $3.41 per share which may be exercised currently.
9
/4/ Includes options to purchase 15,880 shares of common stock at an average
exercise price of $5.14 per share which may be exercised currently. Mr.
James also holds unvested options to acquire 3,920 shares of common stock at
an average exercise price of $6.49 per share.
/5/ Consists of options to purchase 4,400 shares of common stock at an
exercise price of $7.61 per share which may be exercised currently. Mr.
Hinkefent also holds unvested options to acquire 1,100 shares of common stock
at an exercise price of $7.61 per share.
/6/ Includes options to purchase 29,700 shares of common stock at an average
exercise price of $3.68 per share which may be exercised currently.
/7/ Includes 227,098 shares of common stock held by the Lifeboat Foundation,
over which Mr. Petersen shares voting power as a director and 13,440 shares
held by the 2003 Allen D. Petersen Irrevocable Trust, over which Mr. Petersen
has sole voting power as sole trustee. Also includes options to purchase
18,700 shares of common stock at an average exercise price of $4.30 per share
which may be exercised currently.
/8/ Includes 227,098 shares of common stock held by the Lifeboat Foundation,
over which Mr. Pestotnik shares voting power as a director, and options to
purchase 7,700 shares of common stock at an average exercise price of $6.72
per share which may be exercised currently.
/9/ Includes options to purchase 7,700 shares of common stock at an average
exercise price of $6.72 per share which may be exercised currently.
/10/ Consists of options to purchase 5,000 shares of common stock at an
exercise price of $4.48 per share which may be exercised currently.
/11/ Consists of options to purchase 5,000 shares of common stock at an
exercise price of $4.50 per share which may be exercised currently.
/12/ Consists of options to purchase 5,000 shares of common stock at an
exercise price of $4.71 per share which may be exercised currently.
/13/ 12660 Carmel County Rd. #83, San Diego, CA 92130.
/14/ 3055 St. Thomas Drive, Missoula, Montana 59803.
10
EQUITY COMPENSATION PLAN INFORMATION
The following equity compensation plan information summarizes plans and
securities approved and not approved by security holders as of September 26,
2003:
(a) (b) (c)
Number of securities
Number of securities remaining available
to be issued upon Weighted-average for future issuance
exercise of outstanding exercise price of under equity compensation
options, warrants outstanding options, plans (excluding securities
Plan category and rights warrants and rights reflected in column (a))
------------------------- ----------------------- -------------------- ---------------------------
Equity compensation plans
approved by security
holders/1/ 231,050 $ 5.22 246,780
Equity compensation plans
not approved by security
holders/2/ 83,800 $ 4.55 -
---------------------- -------------------- ---------------------------
Total.................... 314,850 $5.04 246,780
====================== ==================== ===========================
-----------------------
/1/ The Company's 1994 Stock Option Plan allows for the issuance of up to
550,000 shares of common stock. As of December 19, 2003, 246,780 shares of
common stock were available for issuance under the Company's 1994 Stock
Option Plan.
/2/ Represents stock options to purchase 78,800 shares of common stock issued
to non-employee directors as described in "Compensation of Directors" and
stock options to purchase 5,000 shares of common stock issued to an employee
pursuant to an individual compensation arrangement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
William F. Wright, Kathleen M. Evans, J. Tony Howard and Allen D. Petersen
are officers, directors or stockholders of AMCON Corporation which is engaged
in the beer distribution business in eastern Nebraska through a wholly owned
subsidiary. AMCON Corporation provides the Company with offices and
administrative services and the Company reimburses AMCON Corporation for a
proportionate share of the costs of these offices and services based upon our
respective usages. The Company paid AMCON Corporation $60,000 during fiscal
2003 under this arrangement. In fiscal 2004, the Company will pay AMCON
Corporation $66,000 under this arrangement. The Company believes the terms
on which AMCON Corporation supplies these offices and services to the Company
are no less favorable than would otherwise be available from unaffiliated
parties.
The Company has an agreement with William R. Hoppner, one of our directors,
for consulting services in connection with our retail health food operations.
During fiscal 2003, the Company paid Mr. Hoppner $90,000 for his services
under this agreement, plus reimbursement for his out-of-pocket expenses. Mr.
Hoppner is currently providing consulting services to the Company on a month-
by-month basis and receives a fee of $7,500 per month.
11
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following fees were paid to D&T by the Company for professional
services for fiscal 2003 and 2002, respectively.
AUDIT FEES. D&T billed the Company a total $168,000 and $110,000 in fiscal
2003 and 2002, respectively, for professional services rendered for the audit
of the Company's annual financial statements for those fiscal years and to
review the Company's interim financial statements included in its Quarterly
Reports on Form 10-Q filed with the SEC during those years.
AUDIT-RELATED FEES. D&T billed the Company $16,090 and $16,000 in fiscal
2003 and 2002, respectively, for audit-related services. Audit-related
services generally include fees for the audits of the Company's employee
benefit plans and fees incurred in connection with business acquisitions and
compliance with the Sarbanes-Oxley Act and related regulatory matters.
TAX FEES. In fiscal 2003 and 2002, D&T billed the Company $41,786 and
$26,660, respectively, for tax services. Tax services consisted primarily of
preparation of tax returns and general advice relating to tax issues and
compliance.
ALL OTHER FEES. D&T billed the Company $64,595 and $0 in fiscal 2003 and
2002, respectively, for services rendered to the Company, other than the
services described under the above captions. These services consisted
primarily of advice relating to internal control documentation, review of
valuation reports and audit workpaper review by other accountants.
The Audit Committee approved all services provided by D&T during fiscal
year 2003 and has determined that the provision of these services did not
adversely affect D&T's independence. It is currently the policy of the Audit
Committee to review and approve all services provided by D&T to the Company.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(3) Exhibits
31.1 Certification by William F. Wright, Chairman and Principal Executive
Officer, furnished pursuant to section 302 of the Sarbanes-Oxley Act
31.2 Certification by Michael D. James, Vice President and Chief Financial
Officer, furnished pursuant to section 302 of the Sarbanes-Oxley Act
32.1 Certification by William F. Wright, Chairman and Principal Executive
Officer, furnished pursuant to section 906 of the Sarbanes-Oxley Act
32.2 Certification by Michael D. James, Vice President and Chief Financial
Officer, furnished pursuant to section 906 of the Sarbanes-Oxley Act
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of
1934, the Registrant, AMCON Distributing Company, a Delaware corporation, has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Omaha, State of Nebraska, on the
26th day of January, 2004.
AMCON DISTRIBUTING COMPANY
By: /s/ William F. Wright
-------------------------
William F. Wright, Chairman
13