SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMCON Distributing Company
-------------------------------------------
(Name of Registrant as Specified in its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
/1/ Title of each class of securities to which transaction applies:
/2/ Aggregate number of securities to which transaction applies:
/3/ Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
/4/ Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2)and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number or
the Form or Schedule and the date of its filing.
/1/ Amount Previously Paid:
/2/ Form, Schedule or Registration Statement No.:
/3/ Filing Party:
/4/ Date Filed:
AMCON Distributing Company
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 12, 1997
The Annual Meeting of Stockholders of AMCON Distributing Company (the
"Company") will be held at the Sheraton Inn Omaha, 120th & L Streets, Omaha,
Nebraska, on Wednesday, March 12, 1997, at 9:00 a.m., Central Standard Time,
for the following purposes:
(1) To elect one director.
(2) To ratify the appointment of Coopers & Lybrand L.L.P. as independent
auditor for the Company for the fiscal year ending September 30, 1997.
(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Enclosed herewith is a Proxy Statement setting forth information with respect
to the election of a director and the ratification of the appointment of
independent auditors.
Only stockholders holding shares of Common Stock of record at the close of
business on January 31, 1997 will be entitled to notice of, and to vote at, the
meeting.
Stockholders, whether or not they expect to be present at the meeting, are
requested to sign and date the enclosed proxy which is solicited on behalf of
the Board of Directors and return it promptly in the envelope enclosed for that
purpose. Any person giving a proxy has the power to revoke it at any time, and
stockholders who are present at the meeting may withdraw their proxies and vote
in person.
By Order of the Board of Directors
--------------------------------------------
J. Tony Howard, Secretary
Omaha, Nebraska
February 14, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.
AMCON Distributing Company
10228 L Street
Omaha, Nebraska 68127
----------------------------
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
of
COMMON STOCK
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of AMCON Distributing
Company (the "Company") to be held on March 12, 1997 at the time and place and
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. The principal executive offices of the Company are at 10228 L
Street, Omaha, Nebraska 68127. This Proxy Statement and the proxy cards are
first being mailed to stockholders on or about February 14, 1997.
The accompanying proxy is solicited on behalf of the Board of Directors of the
Company and is revocable at any time before it is exercised by written notice
of termination given to the Secretary of the Company or by filing with him a
later-dated proxy. Furthermore, stockholders who are present at the Annual
Meeting may withdraw their proxies and vote in person. All shares of the
Company's Common Stock represented by properly executed and unrevoked proxies
will be voted by the Board of Directors of the Company in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted "FOR" each of the proposals set forth in this Proxy Statement for
consideration at the Annual Meeting. In addition, the directors believe shares
held by executive officers and directors of the Company will be voted "FOR"
each such proposal. Such shares represent approximately 54.4% of the total
shares outstanding as of January 31, 1997. Shares of Common Stock entitled to
vote and represented by properly executed, returned and unrevoked proxies will
be considered present at the meeting for purposes of determining a quorum,
including shares with respect to which votes are withheld, abstentions are cast
or there are broker nonvotes.
<PAGE>
Voting Securities and Beneficial Ownership
Thereof by Principal Stockholders,
Directors and Officers
Only holders of Common Stock of record at the close of business on January 31,
1997 will be entitled to vote at the Annual Meeting. At the record date, there
were 2,445,903 shares of Common Stock which were issued and outstanding. Each
share of Common Stock is entitled to one vote upon each matter to be voted on
at the Annual Meeting. Stockholders do not have the right to cumulate votes in
the election of directors.
The following table sets forth, as of January 31, 1997, the beneficial
ownership of the Company's Common Stock by directors and the nominees for
director, by each of the executive officers named in the Summary Compensation
Table, by each person believed by the Company to beneficially own more than 5%
of the Company's Common Stock and by all present executive officers and
directors of the Company as a group:
<TABLE>
<CAPTION>
Number of Shares Percent of
Name Beneficially Owned Class
------ ------------------ ----------
<S> <C> <C>
William F. Wright, Director, Chairman of the Board and
Chief Corporate Officer 844,680 /1/ 34.53%
Kathleen M. Evans, Director, President and Chief Executive Officer 123,915 5.07
J. Tony Howard, Director, Executive Vice President and Secretary 123,915 5.07
Michael D. James, Chief Financial Officer and Treasurer 3,000 /2/ *
Chris M. Pudenz, Controller and Assistant Secretary 2,000 /2/ *
Allen D. Petersen, Director 206,453 8.44
William R. Hoppner, Director 28,150 1.15
All executive officers and directors as a group (7 persons) 1,332,113 54.46
Susan C. Wright /3/ 298,425 12.20
Matthew F. Wright /4/ 264,711 10.82
Mark A. Wright /5/ 294,211 12.02
Wendy M. Wright /3/ 298,211 12.19
Ane Patterson /6/ 146,168 5.97
</TABLE>
- ----------------------------------
* Less than 1% of class.
/1/ Includes 298,425 shares over which Mr. Wright shares disposition power
with Susan C. Wright and 298,211 shares owned by Wendy M. Wright over which
Mr. Wright exercises voting control.
/2/ Includes options to purchase up to 2,000 shares of Common Stock at an
exercise price of $1.63 per share.
/3/ 15375 Via Simpatico, Rancho Santa Fe, California 92067.
/4/ 1840 Kings Highway, Lincoln, Nebraska 68502.
/5/ 530 Via De LaValle, Unit A, Solana Beach, California 92075.
/6/ 3055 St. Thomas Drive, Missoula, Montana 59803.
ELECTION OF DIRECTORS
Board of Directors and Committees
The Board of Directors has nominated Kathleen M. Evans to serve a three-year
term as a director. Proxies submitted pursuant to this solicitation will be
voted, unless specified otherwise, for the election of Ms. Evans. Ms. Evans
has expressed an intention to serve, if elected, and the Board of Directors
knows of no reason why Ms. Evans might be unavailable to serve. If Ms. Evans
is unable to serve, the shares represented by all valid proxies will be voted
for the election of such substitute nominee as the Board of Directors may
recommend. There are no arrangements or understandings between Ms. Evans and
any other person pursuant to which she was selected as a nominee. The election
of a director requires the affirmative vote of a plurality of the shares
present in person or represented by proxy at the meeting and entitled to vote.
Consequently, votes withheld and broker nonvotes with respect to the election
of directors will have no impact on the election of directors. THE BOARD OF
DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF MS.
EVANS.
The table below sets forth certain information regarding the directors of the
Company. All members of, and the nominee to, the Board of Directors have held
the positions with the companies (or their predecessors) set forth under
"Principal Occupation" for at least five years, unless otherwise indicated.
<TABLE>
<CAPTION>
Principal Director Term To
Name Age Occupation Since Expire
---- --- ---------- ------ ------
<S> <C> <C> <C> <C>
NOMINEE
Kathleen M. Evans 49 President and Chief Executive
Officer of the Company 1986 1997
DIRECTORS CONTINUING IN OFFICE
J. Tony Howard 52 Executive Vice President and
Secretary of the Company; President of
Nebraska Distributing Company/1/ 1986 1999
Allen D. Petersen 55 Chairman and Chief Executive
Officer of American Tool Companies 1993 1999
William F. Wright 54 Chairman and Chief Corporate
Officer of the Company 1986 1998
William R. Hoppner 46 Attorney,
Consultant /2/ 1994 1998
</TABLE>
- -----------------------------
/1/ Nebraska Distributing Company is a wholly owned subsidiary of AMCON
Corporation, the former parent of the Company.
/2/ Mr. Hoppner acted as Executive Vice President of International
Transportation Specialists, Inc. from 1985 through June 1995, but from 1989 to
1990 he served full-time as Chief of Staff to U.S. Senator Robert Kerrey. From
1984 to 1985, prior to joining International Transportation Specialists, Inc.,
he acted as Vice President and General Counsel of AMCON Corporation, the former
parent of the Company. Mr. Hoppner has also served as Chief of Staff to
Nebraska Governor Robert Kerrey from 1982 to 1986, Chief of Staff to U.S.
Senator J. James Exon from 1978 to 1982 and counsel to Nebraska Governor
J. James Exon from 1973 to 1978.
Other information regarding the executive officers of the Company is found in
the Company's Form 10-K, which is available upon request.
The Board of Directors conducts its business through meetings of the Board and
actions taken by written consent in lieu of meetings and by the actions of its
committees. During the fiscal year ended September 30, 1996, the Board of
Directors held five meetings. All directors attended at least 75% of the
meetings of the Board of Directors and of the Committees of the Board of
Directors on which they served during fiscal 1996.
The Board of Directors has established and assigned certain responsibilities to
an Audit Committee and a Compensation Committee.
AUDIT COMMITTEE. The functions performed by the Audit Committee include
reviewing periodically with independent auditors the performance of the
services for which they are engaged, including reviewing the scope of the
annual audit and its results, reviewing the adequacy of the Company's internal
accounting controls with management and auditors, and reviewing fees charged by
the Company's independent auditors. The Audit Committee is composed of
Directors Wright, Petersen and Hoppner. The Audit Committee met one time
during fiscal 1996.
COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
compensation policy, changes in salary levels, bonus payments and awards
pursuant to the Company's management incentive plans for executive officers and
outside directors. The Compensation Committee also administers the Company's
1994 Stock Option Plan. The Compensation Committee consists of
Directors Hoppner and Petersen. The Compensation Committee met five times
during fiscal 1996.
COMPENSATION OF DIRECTORS
For fiscal year 1997, directors who are not employees of the Company will be
paid $10,000 annually, plus $250 for each board meeting (including committee
meetings) attended in person or by teleconference. In addition, all directors
are reimbursed for out-of-pocket expenses related to attending board and
committee meetings.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information regarding the annual and long-term
compensation awarded to, earned by or paid by the Company to its Chief
Corporate Officer and the other two highest paid executive officers of the
Company for services rendered during the three fiscal years ended September 30,
1996, 1995 and 1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
------------------------------------------ ------------------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Restricted Securities
Name and Other Annual Stock Underlying LTIP All Other
Principal Salary Bonus Compensation/1/ Awards(s) Options/SARs Payouts/2/ Compensation
Position Year ($) ($) ($) ($) (#) ($) ($)
William F. Wright, 1996 314,000 75,000 - - - - 6,061 /3
Chairman and Chief 1995 300,000 - - - - - 10,275
Corporate Officer 1994 278,000 375,000 - - - - 12,046
Kathleen M. Evans, 1996 240,000 50,000 - - - - 8,038 /3/
President and 1995 219,000 - - - - - 8,932
Chief Executive 1994 190,000 150,000 - - - - 8,668
Officer
J. Tony Howard, 1996 - - - - - - 100,000 /4/
Executive Vice 1995 - - - - - - 100,000 /4/
President and 1994 - - - - - - 100,000 /4/
Secretary
</TABLE>
- ------------------------------
/1/ No disclosure is required in this column 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 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 1934, as
amended.
/3/ The amount for fiscal 1996 consist of contributions to the Company's
Profit Sharing Plan (described below) of $3,411 and $7,803 for Mr. Wright and
Ms. Evans, and the value of split-dollar life insurance of $2,650 and $235 for
Mr. Wright and Ms. Evans, respectively.
/4/ Mr. Howard's salary during each fiscal year was paid by Nebraska
Distributing Company ("NDC"), a subsidiary of the former parent of the Company.
Pursuant to a consulting agreement, the Company reimbursed NDC for the portion
of Mr. Howard's salary set forth in the above table.
Although the Company adopted a stock option plan in June 1994 (see "Stock
Option Plan," below), it has not awarded any options thereunder and has not
made any grants of restricted stock or provided any other type of long-term
compensation to any of its executive officers whose remuneration is required to
be disclosed under the rules of the Securities and Exchange Commission (the
"Named Officers"). 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 Chief Corporate Officer and with Kathleen M. Evans,
the President and Chief Executive Officer. Each such agreement has a term
expiring on December 31, 1997 and provides that such executives will devote all
or substantially all of their full business time and attention to the business
and affairs of the Company. 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 on performance in an amount
determined by the Compensation Committee of the Board. Should the Board elect
to terminate the agreements upon such executive's disability or death, such
executive or his or her personal representative shall be entitled to receive
his or her base salary for a period of six months following the termination.
Should the Board elect to terminate the agreements for a reason other than
serious misconduct (as defined in the agreements), such executive shall be
entitled to receive a severance package equal to such executive's current base
salary plus his or her previous year's bonus. Each executive will also be
eligible to participate in the Company's Stock Option Plan (described below)
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.
CONSULTING AGREEMENT
The Company has entered into a consulting agreement with NDC under which
J. Tony Howard performs duties as a consultant to the Company as are requested
by the President of the Company. The Company pays NDC an annual fee of
$100,000 for such services, which fee is payable in equal quarterly
installments, and will reimburse NDC for reasonable out-of-pocket expenses
incurred by Mr. Howard in the course of performing his duties under the
consulting agreement. The consulting agreement has a term expiring on December
31, 1997, and provides that, should Mr. Howard die or become disabled, the
agreement may be terminated upon six months' notice. Mr. Howard will at all
times be an independent contractor rather than an employee of the Company and,
as such, will not be eligible to participate in any of the employee benefit
plans maintained by the Company. Under the terms of the consulting agreement,
Mr. Howard has agreed to maintain the confidentiality of information concerning
the Company and its affairs.
STOCK OPTION PLAN
The Company adopted the 1994 Stock Option Plan (the "Stock Option Plan") in
June 1994 in order to retain and attract qualified officers and key employees
and to align the interests of such persons with those of the Company and its
shareholders by providing for the grant of options to purchase the Company's
Common Stock which may be either incentive stock options that are qualified
under Section 422 of the Internal Revenue Code of 1986 or non-qualified stock
options. The Stock Option Plan is administered by the Compensation Committee
of the Board of Directors, which has exclusive authority to determine the
employees of the Company who will receive options to purchase Common Stock, the
type and number of options to be granted, the timing of such grants, when such
options may be exercised and the exercise price thereof. In no event may the
exercise price of an option be less than the fair market value of the Company's
Common Stock on the date of a grant, and no option may be exercised more than
10 years after the date on which it is granted.
The maximum number of shares of Common Stock which may be issued pursuant to
options under the Stock Option Plan is 300,000. The number of shares subject
to the Stock Option Plan and to options granted thereunder will be adjusted as
appropriate to reflect any stock dividend, stock split, recapitalization or
similar event or any merger, consolidation or reorganization of the Company.
During fiscal 1996, the Company issued options to acquire 22,000 shares of
Common Stock at an exercise price of $1.63 per share. No such options were
issued to any Named Officers.
PROFIT SHARING PLAN
The Company has a profit sharing plan (the "Profit Sharing Plan") that covers
substantially all of the Company's full-time employees. The Company makes
monthly contributions to the Profit Sharing Plan. Contributions by the Company
to the Profit Sharing Plan on behalf of any qualified employee will equal not
less than 1% of the employee's gross wages for the year. In addition,
employees may make voluntary contributions to the Profit Sharing Plan during
any year of up to 15% of their gross wages for that year and, if an employee
makes such a voluntary contribution, the Company will make an additional
contribution equal to one-half of the amount contributed by such employee;
provided, however, that the maximum additional contribution that will be made
by the Company on behalf of any employee for any year is 3% of the employee's
gross wages for that year.
The Company contributed $196,522, $181,343 and $147,587 (net of employee
forfeitures) to the Profit Sharing Plan during the years ended September 30,
1996, 1995 and 1994, respectively. Of such amounts, $11,214, $16,418 and
$14,460 were contributed by the Company on behalf of the persons named in the
table under "Compensation of Executive Officers."
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The report is not deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission (the "SEC") or subject to the SEC's proxy
rules or to the liabilities of Section 18 of the Securities Exchange Act of
1934 (the "1934 Act"), and the report shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.
Executive Officer Compensation. The Company's Compensation Committee
(the "Committee") consists only of directors who are not officers or employees
of the Company. The Committee endeavors to establish total compensation
packages for each executive officer that fairly reflects the value of that
executive officer's services to the Company. The Committee maintains
compensation packages that will permit the Company to attract and retain high
quality individuals in its key executive positions, taking into consideration
both the prevailing competitive job market and the current size and expected
growth of the Company.
Executive officer compensation contains three principal components: (i) a base
salary, (ii) a performance-based bonus and (iii) grants of options to purchase
Common Stock under the Stock Option Plan. Both Mr. Wright's and Ms. Evans'
base salaries are set forth in their employment agreements. The base salaries
of other officers are determined as a function of their prior base salaries and
the Committee's view of base salary levels for executive officers with
comparable positions and responsibilities in other companies.
The bonus portion of each executive officer's compensation is directly related
to the executive's individual performance, considering both qualitative and
quantitative factors. Goals are established and if performance for the year is
below targeted levels, there may be only a nominal bonus payment or, in some
cases, no bonus payment. As specific goals are met or exceeded, the executive
officer is entitled to receive a progressively larger bonus up to a stated
maximum.
Because ownership of the Company's Common Stock serves to align the economic
interests of its executive officers with those of its shareholders, executive
officers who, in the opinion of the Committee, contribute to the growth,
development and financial success of the Company may be awarded options to
purchase Common Stock. Any grant of options to purchase Common Stock must be
made with an exercise price equal to the closing price of the Common Stock on
the date of grant. Therefore, the compensation value of these stock options is
directly related to the long-term performance of the Company as measured by its
future return to stockholders.
Compensation of Chief Corporate Officer. As with all officers and key
employees of the Company, Mr. Wright's compensation is linked to his individual
performance and the Company's performance. The Committee meets periodically to
review and evaluate Mr. Wright's performance. Mr. Wright's compensation
consists of a base salary which is set by his employment agreement. He is also
entitled to a performance bonus if the Company achieves specific returns on
equity and earnings goals or achieves certain other goals as are defined from
time to time. Mr. Wright is also eligible to receive grants of options to
purchase Common Stock. See "Employment Agreements."
During the past five years under Mr. Wright's leadership, the Company has
achieved a 465% increase in earnings and increased revenues 60%. These
increases represent compounded annual rates of growth of 41.4% and 9.87%,
respectively. The Company has become one of the larger distributors of
consumer products in the Great Plains and Rocky Mountain regions and has been
able to compete successfully in a period during which there has been
significant consolidation and increased competition in the distribution
industry. Through acquisitions of smaller distributors, the Company, with
Mr. Wright as Chief Corporate Officer, has gained entry into a number of new
territories and, as a result, has been able to use the trend toward
consolidation to aid it in its strategy of developing new customers within its
present distribution area and expanding into contiguous areas. Mr. Wright has
also been instrumental in the Company's efforts to broaden its product line in
order to lessen its historical dependence on cigarettes and tobacco products
and in its successful effort to become a public company with its Common Stock
registered on The NASDAQ Stock Market.
The Committee considered all of these accomplishments and believes they, along
with Mr. Wright's demonstrated leadership of and guidance to management and
significant contributions to the overall performance of the Company, are
reflected in Mr. Wright's compensation package.
The Committee believes that the programs described above provide compensation
that is competitive with comparable companies in its industry, links executive
and shareholder interest and provides the basis for the Company to attract and
retain qualified executive officers.
Allen D. Petersen
William R. Hoppner
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
William F. Wright serves on the board of directors of American Tool Companies.
Allen D. Petersen, a member of the Company's compensation committee, is the
Chairman and Chief Executive Officer of American Tool Companies. There are no
other compensation committee interlocks and no insider participation in
compensation decisions that are required to be reported under the rules and
regulations of the Securities Exchange Act of 1934.
COMPANY PERFORMANCE
The following graph and table set forth certain information comparing the
cumulative total return from a $100 investment in the Company and in the stocks
making up two comparative stock indices on August 4, 1995, the date the
Company's common stock commenced trading, through the end of the Company's
fiscal 1996.
[GRAPH OMITTED]
8/04/95 9/30/95 9/30/96
------- ------- -------
AMCON Distributing Company 100 92.31 50.00
Nasdaq Composite Total Return
Index 100 105.45 128.08
S&P Distribution (Consumer
Products) Index 100 93.86 105.48
RATIFICATION OF APPOINTMENT OF AUDITOR
Coopers & Lybrand L.L.P., who has been auditor for the Company since 1994,
has been appointed by the Board of Directors as auditors for the Company
and its subsidiaries for the fiscal year ending September 30, 1997. This
appointment is being presented to the stockholders for ratification. The
ratification of the appointment of auditor requires the affirmative vote
of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote. Abstentions
will have the same effect as a vote against ratification. Broker nonvotes
will not be considered shares entitled to vote with respect to
ratification of the appointment and will not be counted as votes for or
against the ratification.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Annual Meeting and will be provided an opportunity to make a statement
and to respond to appropriate inquiries from stockholders.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals submitted for presentation at the Annual Meeting
must be received by the Secretary of the Company at its home office no
later than February 21, 1997. Such proposals should set forth (i) a brief
description of the business desired to be brought before the annual
meeting and the reason for conducting such business at the annual meeting,
(ii) the name and address of the stockholder proposing such business,
(iii) the class and number of shares of the Company's Common Stock
beneficially owned by such stockholder and (iv) any material interest of
such stockholder in such business. Nominations for directors may be
submitted by stockholders by delivery of such nominations in writing to
the Secretary of the Company by February 21, 1997. Only stockholders of
record as of January 31, 1997 are entitled to bring business before the
Annual Meeting or make nominations for directors.
In order to be included in the Company's proxy statement relating to its
next annual meeting, stockholder proposals must be submitted by October
17, 1997 to the Secretary of the Company at its home office. The
inclusion of any such proposal in such proxy material shall be subject to
the requirements of the proxy rules adopted under the Securities Exchange
Act of 1934, as amended.
OTHER MATTERS
Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other
than the management, intend to present at the meeting. Should any other
matters requiring a vote of the stockholders arise, the proxies in the
enclosed form confer upon the person or persons entitled to vote the
shares represented by such proxies discretionary authority to vote the
same in respect of any such other matter in accordance with their best
judgment.
The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by directors, officers and employees
of the Company in person, by telephone or through other forms of
communication, but such persons will not receive any additional
compensation for such solicitation. The Company will reimburse brokerage
firms, banks and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial
owners of the Company's shares. In addition to solicitation by mail, the
Company will supply banks, brokers, dealers and other custodian nominees
and fiduciaries with proxy materials to enable them to send a copy of such
materials by mail to each beneficial owner of shares of the Company's
Common Stock which they hold of record and will, upon request, reimburse
them for their reasonable expenses in so doing.
The Company's Annual Report, including financial statements, is being
mailed, together with this Proxy Statement, to all stockholders entitled
to vote at the Annual Meeting. However, such Annual Report is not to be
considered part of this proxy solicitation material. In addition, any
stockholder who wishes to receive a copy of the Form 10-K filed by the
Company with the Securities and Exchange Commission may obtain a copy
without charge by writing to the Company. Requests should be directed to
Mr. Michael D. James at the Company's principal executive office.
By Order of the Board of Directors
----------------------------------
J. Tony Howard, Secretary
Omaha, Nebraska
February 14, 1997
REVOCABLE PROXY
AMCON DISTRIBUTING COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMCON
DISTRIBUTING COMPANY FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON MARCH 12, 1997 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby authorizes the Board of Directors of AMCON
Distributing Company (the "Company"), or any successors in their
respective positions, as proxy, with full powers of substitution, to
represent the undersigned at the Annual Meeting of Stockholders of the
Company to be held at the Sheraton Inn Omaha, 120th & L Streets, Omaha,
Nebraska, on Wednesday, March 12, 1997, at 9:00 a.m., Central Standard
Time, and at any adjournment of said meeting, and thereat to act with
respect to all votes that the undersigned would be entitled to cast, if
then personally present, in accordance with the instructions below and on
the reverse hereof.
1. ELECTION OF DIRECTORS.
/ / FOR the nominee listed below for the term to expire in
2000 (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for the nominee listed below
Kathleen M. Evans
2. AUDITORS. Ratification of the appointment of Coopers & Lybrand
L.L.P. as independent auditors for the fiscal year ending
September 30, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. To vote, in its discretion, upon any other business that may
properly come before the Annual Meeting or any adjournment thereof.
Management is not aware of any other matters which should come
before the Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ELECTION OF THE BOARD OF DIRECTORS' NOMINEES FOR
DIRECTOR AND FOR THE RATIFICATION OF THE APPOINTMENT OF AUDITORS.
(continued and to be signed on the reverse hereof)
This proxy is revocable and the undersigned may revoke it at any time
prior to the Annual Meeting by giving written notice of such revocation to
the Secretary of the Company. Should the undersigned be present and want
to vote in person at the Annual Meeting, or at any adjournment thereof,
the undersigned may revoke this proxy by giving written notice of such
revocation to the Secretary of the Company on a form provided at the
meeting. The undersigned hereby acknowledges receipt of a Notice of
Annual Meeting of Stockholders of the Company called for March 12, 1997
and the Proxy Statement for the Annual Meeting prior to the signing of
this proxy.
Dated: , 1997.
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(Signature)
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(Signature if held jointly)
Please sign exactly as name appears
on this proxy. When shares are held
by joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give your full title. If a
corporation, please sign in full
corporate name by authorized
officer.
If a partnership, please sign in
partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
