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) December 15, 2005
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AMCON DISTRIBUTING COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-15589 47-0702918
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7405 Irvington Road, Omaha, NE 68122
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(Address of principal executive offices) (Zip Code)
(402) 331-3727
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 8.01. OTHER EVENTS.
On December 21, 2005, the AMCON Distributing Company issued a press release
providing an update on recent events relating to the sale of AMCON's non-
distribution businesses and related matters, including an extension of the
deadline established by AMCON's bank lenders for the sale or liquidation of
AMCON's bottled water businesses from December 10, 2005 to December 31, 2005.
In addition, AMCON also announced in the press release the recent decision by
District Court of the Fifth Judicial District of the State of Idaho with
respect to AMCON's pending litigation involving the validity of the approval
by the stockholders of Trinity Springs Ltd. (now named Crystal Paradise
Holdings, Inc.) of the sale of the business and assets of Trinity Springs
Ltd. The press release is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated December 21, 2005
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMCON DISTRIBUTING COMPANY
(Registrant)
Date: December 21, 2005 By : Michael D. James
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Name: Michael D. James
Title: Vice President &
Chief Financial Officer
EXHIBIT INDEX
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Exhibit Description
99.1 Press release, dated December 21, 2005
Exhibit 99.1
NEWS RELEASE
AMCON PROVIDES UPDATE ON SALE OF NON-DISTRIBUTION BUSINESSES,
BANK LOAN AGREEMENT AND TRINITY SPRINGS LITIGATION
Omaha, NE, December 21, 2005 AMCON Distributing Company (AMEX:DIT), an
Omaha, NE based consumer products company, announced on October 21, 2005 that
it had entered into a letter of intent ("LOI") with William F. Wright, its
Chairman of the Board, Chief Executive Officer and largest stockholder, for
the proposed acquisition of 80% of the outstanding common stock of The
Healthy Edge, Inc. ("THE") which is currently a direct wholly-owned
subsidiary of AMCON. The LOI contemplated that THE would own, at the time of
closing of the proposed acquisition, 100% of the equity of Health Food
Associates, Inc. (d/b/a Akin's Natural Food Market), Chamberlin's Natural
Foods, Inc. (d/b/a Chamberlin's Market and Cafe), and Hawaiian Natural Water
Company, Inc. ("HNWC"), as well as 85% of the equity of Trinity Springs, Inc.
("TSI"), each of which are currently direct or indirect subsidiaries of
AMCON.
The LOI also contemplated that the closing for the purchase of THE stock
would occur by December 12, 2005. This timing generally coincided with an
amendment to the loan agreement for the Company's revolving credit facility
with its bank lenders requiring the bottled water businesses of HNWC and TSI
to be sold or liquidated by December 10, 2005. The bank lenders recently
extended this date to December 31, 2005.
AMCON is continuing to negotiate the terms of the potential acquisition with
Mr. Wright, who is one of the proposed investors in a limited liability
company formed to effect such acquisition. These negotiations have been
complicated by, among other things, a recent ruling by the District Court of
the Fifth Judicial District of the State of Idaho which recently granted the
plaintiff's motion for partial summary judgment declaring that the
stockholders of Trinity Springs Ltd. (which subsequently changed its name to
Crystal Paradise Holdings, Inc.) did not validly approve the sale of its
business and assets to TSI, AMCON's subsidiary, because the vote of certain
shares issued as a dividend should not have been counted. The District Court
has not yet ruled on whether money damages or rescission of the sale
transaction and related matters will be ordered as the relief in this action.
AMCON and TSI have filed a motion seeking an order requiring the plaintiffs
to show the details, terms and conditions of their proposed rescission remedy
and the plaintiffs' ability, if any, to effectuate such a remedy. A
rescission remedy would require the plaintiffs to restore the parties to
their position prior to the asset transaction, including the return of the
consideration paid by TSI in the transaction and subsequently invested in or
loaned to TSI by AMCON and other affiliated parties.
AMCON's bank lenders will not allow additional funds to be invested in or
loaned to TSI by AMCON or its other subsidiaries. The uncertainty created by
the District Court's ruling make it unlikely that TSI will be able to raise
additional capital, at least until either (i) the District Court issues the
order referenced above and plaintiffs clarify their ability to effect
rescission, or (ii) a negotiated settlement is reached with the plaintiffs
and Crystal Paradise Holdings, Inc. If these events do not occur with
sufficient lead time before TSI runs out of operating cash, TSI may be placed
into Chapter 11 bankruptcy and may not be included as part of any sale
transaction with the limited liability company in which Mr. Wright will be an
investor.
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 and South Dakota. 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 central Florida (6), Kansas, Missouri, Nebraska and Oklahoma (4). 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 in Hawaii and
other foreign markets and purified bottled water on the Island of Oahu in
Hawaii. The natural spring water is bottled at the source on the Big Island
of Hawaii. Trinity Springs, Inc. produces and sells geothermal bottled water
and a natural mineral supplement under the Trinity label and recently
introduced a vitamin enhanced beverage product under the Trinity Enhanced
label. The water and mineral supplement are both bottled at the base of the
Trinity Mountains in Paradise, Idaho, one of the world's deepest known
sources. Trinity Springs also distributes Hawaiian Springs on the U.S.
mainland.
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
including, without limitation, availability of sufficient cash resources to
conduct its business and meet its capital expenditures needs. Moreover, past
financial performance should not be considered a reliable indicator of future
performance. Accordingly, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 with respect to all such forward-looking
statements.
Visit AMCON Distributing Company's web site at: www.amcon.com
FOR FURTHER INFORMATION CONTACT:
Michael D. James
Chief Financial Officer
AMCON Distributing Company
Tel 402-331-3727
Fax 402-331-4834
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