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. ------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------- (Title of Class of Securities) ------------------------------------------------------- (CUSIP Number of Class of Securities) Michael D. James Chief Financial Officer AMCON Distributing Company 10228 "L" Street Omaha, Nebraska 68127 (402)331-3727 ------------------------------------------------------- (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 ------------------------------------------------------- (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 ----------------- ------------------ ------------------------- 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 * ----------------------- * The business address of each AMCON executive officer is set forth under Item 2(b) above.