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<SEC-DOCUMENT>0000928465-01-500027.txt : 20010703
<SEC-HEADER>0000928465-01-500027.hdr.sgml : 20010703
ACCESSION NUMBER:		0000928465-01-500027
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20010702

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HAWAIIAN NATURAL WATER CO INC
		CENTRAL INDEX KEY:			0001025787
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & RELATED PRODUCTS [5140]
		IRS NUMBER:				990314848
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		
		SEC FILE NUMBER:	005-54551
		FILM NUMBER:		1673807

	BUSINESS ADDRESS:	
		STREET 1:		248 MOKAUCA ST
		STREET 2:		SUITE 201
		CITY:			HONOLULU
		STATE:			HI
		ZIP:			96819
		BUSINESS PHONE:		8088324550

	MAIL ADDRESS:	
		STREET 1:		248 WOKAUEA ST
		CITY:			HONOLULU
		STATE:			HI
		ZIP:			96819

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMCON DISTRIBUTING CO
		CENTRAL INDEX KEY:			0000928465
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & GENERAL LINE [5141]
		IRS NUMBER:				470702918
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		10228 L ST
		STREET 2:		POST OFFICE BOX 241230
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68127
		BUSINESS PHONE:		4023313727

	MAIL ADDRESS:	
		STREET 1:		10228 L STREET
		STREET 2:		POST OFFICE 241230
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68127
</SEC-HEADER>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>1
<FILENAME>hnwcnote13d.txt
<DESCRIPTION>$500,000 CONVERTIBLE NOTE
<TEXT>

THIS 10% SECURED CONVERTIBLE NOTE, AND THE SECURITIES INTO WHICH IT IS
CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAS NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES COMMISSION OF ANY STATE UNDER APPLICABLE
STATE SECURITIES LAWS.  THE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THE
SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT, OR PURSUANT TO AVAILABLE EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE ISSUER WILL BE PROVIDED
WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE
TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.


                     HAWAIIAN NATURAL WATER COMPANY, INC.

                         10% Secured Convertible Note

                            Due September 30, 2001

$500,000.00                                                      June 18, 2001

     FOR VALUE RECEIVED, Hawaiian Natural Water Company, Inc., a Hawaiian
corporation (the "Corporation"), promises to pay to the order of AMCON
Distributing Company, a Delaware corporation (the "Holder"), the principal sum
of Five Hundred Thousand and NO/100 Dollars ($500,000.00), on September 30,
2001 (the "Maturity Date"), together with interest in the amount and manner
hereafter provided.

     IT IS FURTHER AGREED THAT:

     1.  Interest.  The Corporation promises to pay interest on the principal
amount of this 10% Secured Convertible Note (the "Note") at the rate per annum
of ten percent (10%), compounded quarterly.  Interest will be computed on the
basis of a three hundred sixty (360) day year of twelve (12), thirty (30) day
months.  Interest will be paid quarterly on January 1, April 1, July 1, and
October 1 of each year and at maturity, with the first such interest payment
to be made on July 1, 2001.

     2.  Method of Payment.  Except with respect to the rights of conversion
provided herein, and subject to Section 3 hereof, the Corporation will pay
principal and interest by wire transfer of immediately-available money of the
United States, or other form of payment of immediately available money of the
United States as the Holder may direct the Corporation, that at the time of
payment is legal tender for payment of public and private debts.  Information
for making the wire transfers will be provided in writing by the Holder to the
Corporation.  If any payment hereunder becomes due and payable on a day other
than a business day, the due date thereof shall be extended to the next
business day and, with respect to payments of principal, interest thereon
shall be payable at the applicable rate during such extension.

     3.  Right to Prepay.  The Corporation shall have the right to prepay all
or any part of the Note; provided, however, that (i) the Corporation must give
written notice to the Holder of its intention to make any such prepayment not
less than five (5) and not more than ten (10) business days in advance of such
prepayment, which notice must include a representation that the funds to
effect the prepayment are legally available for that purpose and that
representation must be supported by evidence reasonably satisfactory to the
Holder that such funds will be provided to the Corporation at the time
specified in the notice for prepayment, and (ii) during the period following
that notice and prior to the actual prepayment, the Holder shall be entitled
to exercise the conversion privilege set forth in Section 4(a) hereof, if the
right to convert specified therein is available by its terms, or Section 4(b)
hereof.

     4.  Right to Convert.

         (a) At any time before the close of business on the Maturity Date but
     after the earlier of (A) termination of the Fourth Amended and
     Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as
     of June 18, 2001, among the Corporation, the Holder and AMCON Merger Sub,
     Inc.("Merger Sub") or (B) the occurrence of an Event of Default, the
     Holder may convert the outstanding principal balance and unpaid accrued
     interest of this Note into fully paid and non-assessable shares of Series
     C Convertible Preferred Stock, par value $1.00 per share, of the
     Corporation (the "Preferred Stock").  The price at which shares of
     Preferred Stock shall be delivered upon conversion (herein called the
     "Preferred Conversion Price") shall be $1.00 per share of Preferred
     Stock.

         (b) At any time before the close of business on the Maturity Date,
     the Holder may convert the outstanding principal balance and unpaid
     accrued interest of this Note into fully paid and non-assessable shares
     of common stock of the Corporation (the "Common Stock").  The price at
     which shares of Common Stock shall be delivered upon conversion shall be
     $0.40 per share; provided, however, that if the Corporation shall at any
     time increase or decrease the number of its outstanding shares of Common
     Stock or change in any way the rights and privileges of such shares by
     means of the payment of a stock dividend or any other distribution upon
     such shares payable in Common Stock, or through a stock split,
     subdivision, consolidation, combination, reclassification or
     recapitalization involving the Common Stock, then the price at which
     shares shall be delivered upon conversion shall be proportionately
     increased or decreased, as the case may be, to avoid dilution of the
     number and kind of shares to which the Noteholder is fairly entitled upon
     conversion of the Note.

         (c) This Note may be converted in whole, but not in part, into
     Preferred Stock or Common Stock or a combination thereof (referred to
     collectively as the "Conversion Shares") based on the terms set forth in
     subsections (a) and (b) of this Section 4, as the case may be.

     5.  Mechanics of Conversion. If the Holder desires to exercise such right
of conversion, such Holder shall give written notice to the Corporation in the
form attached to this Note as Exhibit A (the "Conversion Notice") of that
Holder's election to convert a stated whole dollar amount of outstanding
principal balance and unpaid accrued interest of the Note into shares of
Preferred Stock, and/or Common Stock, as the case may be, and surrender to the
Corporation, at its principal office or at such other office or agency
maintained by the Corporation for such purpose, this Note.  The Conversion
Notice shall also contain a statement of the name or names (with addresses) in
which the certificate or certificates for Preferred Stock and/or Common Stock,
as the case may be, shall be issued.  Notwithstanding the foregoing, the
Corporation shall not be required to issue any certificates to any person
other than the Holder thereof unless the Corporation has obtained reasonable
assurance that such transaction is exempt from the registration requirements
of, or is covered by an effective registration statement under, the Securities
Act of 1933, as amended (the "Act"), and all applicable state securities laws,
including, if necessary in the reasonable judgment of the Corporation or its
legal counsel, receipt of an opinion to such effect from counsel reasonably
satisfactory to the Corporation.  In no event would such opinion be required
if the shares of Preferred Stock and/or Common Stock, as the case may be,
could, upon conversion, be resold pursuant to Rule 144 or Rule 144A under the
Act.  As promptly as practicable, and in any event within two business days,
after the receipt of the Conversion Notice (the "Date of Conversion") and the
surrender of the certificate or certificates representing the Conversion
Shares, the Corporation shall issue and deliver, or cause to be delivered, to
the Holder or his nominee or nominees, a certificate or certificates for the
number of shares of Preferred Stock and/or Common Stock, as the case may be,
issuable upon the conversion of this Note.  Such conversion shall be deemed to
have been effected as of the close of business on the Date of Conversion and
the replacement Note, and the person or persons entitled to receive the shares
of Preferred Stock and/or Common Stock, as the case may be, issuable upon
conversion shall be treated for all purposes as the holder or holders of
record of such shares of Preferred Stock and/or Common Stock, as the case may
be, as of the close of business on such date.

     6.  Fractions of Share.  The Corporation shall not be required to issue
fractions of a share or scrip representing fractional shares of Preferred
Stock and/or Common Stock, as the case may be, upon the exercise of any
conversion right hereunder.  If any fraction of a share of Preferred Stock
and/or Common Stock, as the case may be, would, except for the provisions of
this Section 6, be issuable upon any conversion exercise, the Corporation
shall pay a cash adjustment in respect of such fraction, equal to the value of
such fraction based on the Conversion Price per share of Preferred Stock.

     7.  Security.  The obligations herein are secured by the security
interest granted pursuant to that certain Second Amended and Restated 10%
Convertible Note in the principal sum of $350,000.00 payable by the
Corporation to Holder due on September 30, 2001 (and as such note may be
further amended and/or restated).

     8.  Corporation Covenants.  The Corporation represents, warrants,
covenants and agrees that:

         (a) Any shares of Preferred Stock and/or Common Stock, as the case
     may be, delivered upon conversion of this Note shall, at the time of
     delivery of the certificates for such shares of Preferred Stock or Common
     Stock, be validly issued and outstanding and fully-paid and non-
     assessable shares of Preferred Stock or Common Stock free from taxes,
     liens and charges with respect to their purchase.  Without limiting the
     generality of the foregoing, the Corporation covenants and agrees to take
     any necessary actions to assure that the par value per share of the
     Preferred Stock is at all times equal to or less than the then current
     Conversion Price per share for the Preferred Stock issuable pursuant to
     this Note.  The Corporation further covenants and agrees that it will pay
     when due and payable any and all federal and state original issue stock
     taxes, if any, which may be payable in respect of the issue of the shares
     of Preferred Stock or Common Stock upon the conversion of this Note or a
     part hereof.  Except for an amendment required pursuant to the foregoing
     sentence, the Certificate of Designation, Preferences and Rights of the
     Preferred Stock shall not be amended without the prior written consent of
     the Holder.

         (b) The Corporation shall at all times reserve and keep available a
     number of its authorized but unissued shares of Preferred Stock and
     Common Stock which will be sufficient to permit the full exercise of this
     Note.  If at any time the number of authorized but unissued shares of
     Preferred Stock or Common Stock is not sufficient for this purpose, the
     Corporation shall take such corporate actions as may be necessary to
     increase its authorized but unissued shares of Preferred Stock and/or
     Common Stock, as the case may be, to a number of shares sufficient for
     such purpose.

         (c)  (i)  The Corporation is duly organized as a corporation under
     the laws of the State of Hawaii, it is authorized to transact business in
     all jurisdictions where the conduct of its business requires it to be
     qualified, and it is duly authorized to execute, deliver and perform
     under this Note without the necessity of obtaining any consents or
     approvals of, or the taking of any other action with respect to, any
     governmental agency or third party; and

              (ii) The financial statements submitted to Holder fairly present
     the financial condition of the Corporation as of the date of this Note
     knowing that Holder has relied thereon in granting the Loan, there have
     been no material adverse changes in the financial condition of the
     Corporation since the date of said financial statements, the Corporation
     has no material obligations, financial or otherwise, not disclosed to
     Holder, and at the present time there are no material, unrealized or
     anticipated losses from any present commitment of the Corporation.

         (d) The Corporation shall give written notice to the Holder at least
     10 days prior to establishing a record date to determine the stockholders
     of record entitled to vote on the merger contemplated by the Merger
     Agreement in order to permit the Holder to exercise the right to convert
     this Note and vote upon such merger and to receive merger consideration
     pursuant to such merger.

     9.  Rights of Holder.  The Holder of this Note shall not be entitled to
vote or receive dividends or be deemed the Holder of Preferred Stock or Common
Stock of the Corporation for any purpose, nor shall anything contained in this
Note be construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon a merger,
conveyance or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the right to convert this
Note shall have been exercised and the Preferred Stock or Common Stock
purchasable upon the exercise hereof shall have become deliverable.

     10. Rights Upon Exercise.  Irrespective of the date Preferred Stock or
Common Stock is issued and of delivery of certificates for any shares issuable
upon the exercise of the conversion privilege under this Note, each person in
whose name any such certificate is issued shall for all purposes be deemed to
have become the holder of record of the shares represented thereby on the Date
of Conversion.

     11. Investment Representation; Transfer.  The Holder hereby represents
and warrants to the Corporation that it has purchased this Note and will
purchase shares of the Preferred Stock and/or Common Stock, as the case may
be, of the Corporation issuable upon conversion hereof for investment purposes
only and not with a view to the distribution thereof.  The Holder acknowledges
that it has been advised by the Corporation that neither this Note nor the
Conversion Shares has been registered under the Securities Act of 1933 or any
state securities law for the reason that no distribution or public offering of
this Note or the Conversion Shares is to be effected.

     12. Dissolution.  In case any voluntary or involuntary dissolution,
liquidation or winding up of the Corporation shall at any time be proposed,
the Corporation shall give at least sixty-two (62) days' prior written notice
thereof to the Holder stating the date on which such event is to take place
and the date (which shall be at least sixty-two (62) days after the giving of
such notice) as of which the holders of Preferred Stock or Common Stock of
record shall be entitled to exchange their Preferred Stock or Common Stock for
securities or other property deliverable upon such dissolution, liquidation or
winding up.

     13. Default.  Any one or more of the following shall be events of default
under this Note ("Events of Default"):

         (a) Default shall be made:  (i) in the payment of the principal or
     interest under this Note when due; or (ii) in due observance or
     performance of any other agreement contained in this Note, which is not
     remedied within fifteen (15) days after notice to the Corporation;

         (b) Any warranty, representation or agreement made or furnished to
     the Holder by or on behalf of the Corporation in the Merger Agreement
     proves to have been false in any material respect when made or furnished;
     or

         (c) The insolvency of the Corporation, the making of a general
     assignment for the  benefit of creditors, or the filing of any voluntary
     or involuntary petition or commencement of any proceeding by or against
     the Corporation under any bankruptcy or insolvency laws.

Upon the occurrence of one or more Events of Default and at any time
thereafter, the Holder may, by notice in writing to the Corporation, declare
the entire outstanding principal amount of the Note to be, and such entire
principal amount of the Note shall thereupon become forthwith, due and payable
in full together with interest accrued thereon, anything in this Note to the
contrary notwithstanding.  Upon the occurrence of one or more Events of
Default, the Corporation agrees to pay out-of-pocket expenses, including
reasonable attorneys' fees and legal expenses, whether or not suit is
commenced, incurred by the Holder.  If an Event of Default shall have occurred
and has not been cured by the Corporation within 90 days after the occurrence
thereof, then thereafter this Note shall accrue interest at the rate per annum
of eighteen percent (18%), compounded quarterly and computed in accordance
with Section 1 of this Note.

     14. Notice.  All notices and other communications from the Corporation to
the Holder shall be mailed by first class registered mail, postage prepaid, to
the principal business address of the Holder or other address furnished to the
Corporation in writing by the Holder.  All notices and other communications
from the Holder to the Corporation shall be mailed by first class registered
mail, postage prepaid, to the principal business address of the Corporation or
other address furnished to the Holder in writing by the Corporation.  All
notices and other communications delivered in the manner set forth above shall
be deemed delivered two (2) days after the date mailed.

     15. Governing Law; Certain Waivers.  This Note, without regard to the
place of execution, delivery or payment, shall be construed and enforced
according to and governed by the laws of the State of Delaware.  The
Corporation waives presentment and demand for payment, notice of dishonor,
protest and notice of protest.

     16. Severability.  Whenever possible, each provision of this Note shall
be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Note shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Note.

                                    HAWAIIAN NATURAL WATER COMPANY, INC.

                                    By: Marcus Bender
                                       ---------------------------------
                                       Name:  Marcus Bender
                                       Title: President





                                  EXHIBIT A
                                  ----------
                               CONVERSION NOTICE
                               ------------------

           (To be executed by the Holder in order to Convert the Note)


TO:  HAWAIIAN NATURAL WATER COMPANY, INC.


     The undersigned hereby irrevocably elects to convert $------------ of the
principal amount of, and $---------- of any accrued but unpaid interest on,
the above Second Amended and Restated 10% Secured Convertible Note into (i)---
- --------- shares of Series C Preferred Stock, par value $1.00 per share, of
Hawaiian Natural Water Company, Inc. (the "Company"), and (ii)----------
shares of Common Stock of the Company, in each case according to the
conditions stated in such Note, as of the Conversion Date written below.

Conversion Date:
                ----------------------------------

Applicable Conversion Price:
                            ----------------------

Signature:
          ----------------------------------------

Name:
     ---------------------------------------------

Address:
        ------------------------------------------

        ------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>2
<FILENAME>hnwc13d.txt
<DESCRIPTION>SCHEDULE 13-D
<TEXT>

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             SCHEDULE 13D
               Under the Securities Exchange Act of 1934
                          (Amendment No. _____)


                 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

ITEM 1.  SECURITY AND ISSUER.

    This Schedule 13D 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 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 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.

    The following documents are filed 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.*


    *  To be filed by amendment.



                                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 2, 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
<TABLE>
<CAPTION>
                                                          Business and Address
Name and Position               Principal                  at which Principal
 with AMCON                     Occupation              Occupation is Conducted
- -----------------           ------------------         -------------------------
<S>                                <C>                            <C>
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 Estate, 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.

</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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