UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Act of 1934
Date of Report (Date of earliest event reported) April 1, 2020
AMCON DISTRIBUTING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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1-15589
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47-0702918
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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7405 Irvington Road, Omaha NE 68122
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 402-331-3727
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFO 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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DIT
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NYSE American
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 |
Other Events.
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As previously announced, AMCON Distributing Company ("AMCON") and Chas. M. Sledd Company, a West Virginia based wholesale distributor serving the
convenience store industry ("Sledd"), entered into a contribution agreement ("Contribution Agreement") providing for their joint ownership and operation of a limited liability company ("Team Sledd") formed for the purpose of owning and operating
Sledd's wholesale distribution business.
On April 1, 2020, AMCON closed on the aforementioned transactions contemplated by the Contribution Agreement. At the closing, Sledd contributed
substantially all of its assets and stated liabilities to Team Sledd while AMCON contributed $10.0 million in cash, of which $6.5 million was structured as equity and $3.5 million was in the form of a secured loan to Team Sledd which is subordinate
to the liens of Team Sledd's existing secured lenders.
In connection with the closing contemplated by the Contribution Agreement, Sledd and AMCON entered into an Operating Agreement for Team Sledd to
set forth their respective ownership interests and capital contributions in Team Sledd and to provide for the management of the business and affairs of Team Sledd. At the transaction closing date, Sledd and AMCON owned approximately 55% and 45% of
Team Sledd’s outstanding equity, respectively. As contemplated by the Contribution Agreement and the Operating Agreement, it is anticipated that certain membership interests in Team Sledd will be redeemed over a six year period, or potentially
longer, with such redemptions to be funded from the operations of Team Sledd. These redemptions would result in corresponding increases in the percentage of the outstanding equity of Team Sledd owned by AMCON.
* * *
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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AMCON DISTRIBUTING COMPANY | |
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| Dated: April 6, 2020 |
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By: |
/s/ Andrew C. Plummer |
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Andrew C. Plummer |
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President & Chief Financial Officer |