AMCON Announces Shareholder Approval of a Reverse Stock Split.Business Editors OMAHA Omaha, city, United States Omaha (ō`məhä, –hô), city (1990 pop. 335,795), seat of Douglas co., E Nebr., on the west bank of the Missouri River; inc. 1857. , Neb.--(BUSINESS WIRE)--May 13, 2004 On May 11, 2004, AMCON Distributing Company (AMEX AMEX See: American Stock Exchange :DIT), an Omaha, NE - based consumer products distributor, held its Annual Meeting of the Stockholders in Chicago, Illinois for the purpose of (a) electing directors, (b) ratifying the appointment of Deloitte & Touche LLP LLP - Lower Layer Protocol as AMCON's independent auditor Independent Auditor An external auditor with a certified public accounting designation that qualifies him or her to provide an auditor's report. Notes: These auditors aren't affiliated with the company being audited. for the fiscal year ending September 24, 2004 and (c) amending AMCON's Certificate of Incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. to effect a 1 for 6 reverse stock split of the outstanding shares of AMCON's common stock as set forth in AMCON's Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. dated March 3, 2004. AMCON's shareholders approved the amendment to AMCON's Certificate of Incorporation at the Annual Meeting to effect the reverse stock split. There were 2,344,782 shares of AMCON's common stock represented at the Annual Meeting in person or by proxy, which is approximately 74% of the shares of common stock outstanding and entitled to vote based on the March 26, 2004 record date for the Annual Meeting. Approximately 97% of the shares represented at the meeting voted in favor of the reverse stock split. AMCON expects the reverse stock split to become effective at 8:00 p.m. on Friday, May 14, 2004, as the result of filing a Certificate of Amendment to AMCON's Certificate of Incorporation with the Delaware Secretary of State. AMCON's transfer agent, Registrar and Transfer Company, will act as the exchange agent and will send a letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. to the holders of fractional shares of AMCON's common stock as of 8:00 p.m. on May 14, 2004. No fractional shares shall be issued. Shareholders who hold fewer than 6 shares of AMCON's common stock immediately prior to the reverse stock split will receive an amount for each pre-split share equal to the average closing price of AMCON's common stock on the American Stock Exchange American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. ("AMEX") for a period of ten consecutive AMEX trading days up to and including May 14, 2004. Payments to shareholders will be made after shareholders surrender their stock certificates to the exchange agent, and as a result will no longer be shareholders of AMCON with respect to such shares. On May 12, 2004, AMCON announced a quarterly cash dividend of $0.03 per share to be paid to holders of record as of May 28, 2004. As a result of the 1 for 6 reverse stock split which shall become effective prior the record date for the cash dividend payment, the cash dividend to be paid will be $0.18 per share, rather than $0.03 per share. AMCON is a leading wholesale distributor of consumer products including beverages, candy, tobacco, groceries, food service, frozen and chilled foods, and health and beauty care products with distribution centers in Illinois, Missouri, Nebraska, North Dakota North Dakota, state in the N central United States. It is bordered by Minnesota, across the Red River of the North (E), South Dakota (S), Montana (W), and the Canadian provinces of Saskatchewan and Manitoba (N). , South Dakota South Dakota (dəkō`tə), state in the N central United States. It is bordered by North Dakota (N), Minnesota and Iowa (E), Nebraska (S), and Wyoming and Montana (W). and Wyoming. Chamberlin's Natural Foods, Inc. and Health Food Associates, Inc., both wholly-owned subsidiaries of The Healthy Edge, Inc. (formerly Food For Health Co., Inc.), operate health and natural product retail stores in central Florida (7), Kansas, Missouri, Nebraska and Oklahoma (3). The retail stores operate under the names Chamberlin's Market & Cafe and Akin's Natural Foods Market. Hawaiian Natural Water Company, Inc., which was acquired in December of 2001, produces and sells natural spring water under the Hawaiian Springs label. The water is bottled at the source on the Big Island of Hawaii. The Beverage Group, Inc. markets and distributes Hawaiian Springs and other premium beverage products, including HYPE Energy Drink, Royal Kona Iced Coffee, Bottle Green Presse and Fruit Sodas, Bahia drinks and Xterra, a line of sports beverages and energy bars, in the United States, Canada and Mexico. This news release contains forward looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. A number of factors could affect the future results of the Company and could cause those results to differ materially from those expressed in the Company's forward looking statements. Moreover, past financial performance should not be considered a reliable indicator of future performance. Accordingly, the Company claims the protection of the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. for forward-looking statements contained in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 with respect to all such forward-looking statements. Visit AMCON Distributing Company's web site at: www.amcon.com |
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