AMCON Completes Acquisition of Trinity Springs' Assets.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. -- AMCON Distributing Company (AMEX AMEX See: American Stock Exchange :DIT), an Omaha, NE based consumer products company, announced that it has completed the acquisition of substantially all of the assets of Trinity Springs Ltd. The assets acquired included the brands, the real estate, the water rights and equipment. Trinity Springs, headquartered in Sun Valley/Ketchum, Idaho, bottles and sells water from a natural spring in Paradise Idaho. The Trinity Springs source, located at the base of the Trinity Mountains The Trinity Mountains are found in northern California, USA, between Trinity Lake and Lake Shasta. The range lies in a southwest-northeasterly direction about 17 miles northwest of Redding, and stretches over a distance of 30-35 miles. , is one of the world's deepest known sources of pure natural spring water. Trinity Springs is recognized as America's only Certified Source for natural purity by QAI QAI Quality Assurance International QAI Quality Assurance Institute (Orlando, Florida) QAI Quality Assurance Inspection QAI Quality Auditing Institute QAI Quantitative Analytics Inc. QAI Quality Assurance Instructions (Quality Assurance International), the world's leading organic certifier. Trinity Springs products, TRINITY Geothermal Bottled Water and TRINITY Natural Mineral Supplement, are best sellers nationally in sizes from .5 liter to 1.5 liter. For the acquisition, AMCON formed a new subsidiary which has changed its name to Trinity Springs, Inc. The selling entity then changed its name to Crystal Paradise Holdings, Inc. In order to facilitate the transaction, AMCON also announced that it has completed the private placement of 100,000 shares of Series A Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". at $25 per share. The Series A Convertible Preferred Stock is convertible by the holders into AMCON common stock at a conversion price of $30.31 per share, subject to customary anti-dilution adjustments. Dividends on the Series A Convertible Preferred Stock are payable at a rate of 6.785% per annum Per annum Yearly. . AMCON also has agreed to file a shelf registration on Form S-3 to register the resale of the shares of common stock issuable upon conversion of the preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. . William F. Wright, Chairman and Chief Executive Officer of AMCON, said that, "We are extremely pleased to complete the acquisition of the Trinity Springs brand and all related assets. Trinity Springs is truly a unique water. We believe that this special water is well positioned to continue to fuel the growth of our beverage segment. We expect that all employees and management of Trinity Springs will continue with the new subsidiary." AMCON is a leading wholesale distributor of consumer products with distribution centers in Illinois, Missouri, Nebraska, North Dakota, South Dakota and Wyoming. In addition, Chamberlin's Natural Foods, Inc. and Health Food Associates, Inc., both wholly-owned subsidiaries of The Healthy Edge, Inc. operate health and natural product retail stores in the Midwest and Florida. The retail stores operate under the names Chamberlin's Market & Cafe and Akin's Natural Foods Market. Hawaiian Natural Water Company, Inc. produces and sells natural spring water under the Hawaiian Springs label. The Beverage Group, Inc. markets and distributes Hawaiian Springs and other premium beverage products in the United States, Canada and Mexico. This news release may contain 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, financial results or the outcome of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. . These forward looking statements are statements regarding matters other than historical facts. A number of factors could affect the outcome of litigation and the related future results of the Company and thus could cause those results to differ materially from those expressed in our forward looking statements. Moreover, past financial performance should not be considered a reliable indicator of future performance. Accordingly, we claim 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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