UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
AMCON DISTRIBUTING COMPANY
--------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
02341Q 10 6
--------------
(CUSIP Number)
October 8, 2004
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
---------------
* 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 the 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).
Page 1 of 6 Pages
CUSIP NO. 02341Q 10 6
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALEXANDER DAWSON FOUNDATION
22-6044616
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
--------
(a)
--------
--------
(b) X
--------
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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NUMBER OF 5 SOLE VOTING POWER
SHARES 81,135
BENEFICIALLY --------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH REPORTING 0
PERSON --------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
81,135
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,135
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.3%
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12 TYPE OF REPORTING PERSON
OO
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Page 2 of 6
Item 1.
(a) Name of Issuer:
Amcon Distributing Company
(b) Address of Issuer's Principal Executive Offices:
7405 Irvington Road
Omaha NE 68122
Item 2.
(a) Name of Persons Filing:
Alexander Dawson Foundation
(b) Address of Principal Business Office or, if none, Residence:
4045 South Spencer Street
Suite 312
Las Vegas NV 89119
(c) Citizenship:
Alexander Dawson Foundation is a trust formed under Nevada
law.
(d) Title of Class of Securities:
Common stock, par value $.01 per share
(e) CUSIP Number:
02341Q 10 6
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
Page 3 of 6
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J);
NOT APPLICABLE
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
81,135 shares
(b) Percent of class:
13.3%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
81,135 shares
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition of:
81,135
(iv) Shared power to dispose or to direct the disposition of:
-0-
All of the 81,135 shares of common stock reported in this Schedule 13G
are issuable upon conversion of the Series B Convertible Preferred Stock of the
Company, all of the outstanding shares of which are beneficially owned by
Alexander Dawson Foundation ("ADF"). The Series B Preferred Stock is owned
directly by Spencer Street Investments, Inc. a Nevada corporation ("SSI"). SSI
is wholly owned subsidiary of Alexander Dawson, Inc., a Nevada corporation, all
of the shares of which are owned by ADF.
Item 5. Ownership of Five Percent or Less of a Class.
NOT APPLICABLE
Page 4 of 6
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group.
NOT APPLICABLE
Item 9. Notice of Dissolution of Group.
NOT APPLICABLE
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Page 5 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 12, 2004
ALEXANDER DAWSON FOUNDATION
By: /s/ JOSEPH BORINI
---------------------------------
Name: Joseph Borini
Title: Trustee
Page 6 of 6