SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 1-15589
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(CHECK ONE)
[ ] Form 10-K and Form 10-KSB
[ ] Form 20-F
[ ] Form 11-K
[X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: June 30, 2006
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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AMCON DISTRIBUTING COMPANY
Full Name of Registrant
7405 Irvington Rd.
Address of Principal Executive Offices (Street and Number)
OMAHA, NEBRASKA 68122
City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate).
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached, if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
Pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as
amended, AMCON Distributing Company ("AMCON") is unable to file its quarterly
report for the three and nine months ended June 30, 2006 without unreasonable
effort or expense because the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2005 and Quarterly Reports on Form 10-Q for
the three months ended December 31, 2005 and three and six months ended March
31, 2006, have not been filed with the Securities and Exchange Commission
(the "SEC").
As reported in a press release issued on January 16, 2006 and a Form 8-K
filed with the SEC on January 17, 2006, the 2005 Annual Report was delayed
and was not filed by the due date of December 29, 2005 or by the extension
date of January 13, 2006 primarily because of the uncertainty surrounding the
accounting treatment of several issues associated with its two beverage
subsidiaries, Trinity Springs, Inc. and Hawaiian Natural Water Company, Inc.
AMCON also announced estimated ranges of its fiscal 2005 financial results in
the press release issued on January 16, 2006.
As described in a press release issued on June 1, 2006, as a condition to
maintain listing of its common stock on the American Stock Exchange ("AMEX"),
AMCON submitted an amended plan on May 26, 2006 to the AMEX that addressed
its failure to timely file its 2005 Form 10-K. This amended plan advised the
AMEX of the action AMCON has taken, or will take, that would bring it into
compliance with Sections 134, 1003(d) and 1101 of the AMEX Company Guide.
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AMCON is presently not in compliance with the listing standards of the AMEX
because it has failed to file its Annual Report on Form 10-K for the year
ended September 30, 2005 and Quarterly Reports on Form 10-Q for the quarters
ended December 31, 2005 and March 31, 2006 with the Securities and Exchange
Commission.
AMCON expects to file the Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 2005, March 31, 2006 and June 30, 2006, as soon
as practicable after filing its Annual Report on Form 10-K for the fiscal
year ended September 30, 2005.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to
this notification
ANDREW C. PLUMMER (402) 331-3727
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify report(s).
[ ] Yes [x] No
As described above, AMCON's Annual Report on Form 10-K
for the fiscal year ended September 30, 2005, due December 29,
2005, AMCON's Quarterly Report on Form 10-Q for the three months
ended December 31, 2005, due February 15, 2006, and AMCON's
Quarterly Report on Form 10-Q for the three and six months ended
March 31, 2006, due May 15, 2006, have not been filed.
(3) Is it anticipated that any significant changes in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so attach an explanation of the anticipated change, both
narratively and quantitatively, and if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
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AMCON expects to report net income available to common shareholders of
approximately $0.2 million for the three months ended June 30, 2006 and a net
loss available to common shareholders of approximately ($1.6) million for the
nine months ended June 30, 2006. Included in the net income (loss) available
to common shareholders for the three and nine months ended June 30, 2006 are
net losses for Trinity Springs, Inc., which was discontinued during the
second fiscal quarter of 2006, of ($0.3) million and ($1.4) million,
respectively, and Hawaiian Natural Water Company, Inc. of ($0.2) million and
($1.0) million, respectively. AMCON reported a net loss available to common
shareholders of approximately ($0.3) million and ($2.8) million for the same
periods in the prior year after accounting for the restatement described in a
Current Report on Form 8-K filed on June 20, 2006 which details the fiscal
2005 adjustments related to Hawaiian Natural Water Company, Inc.'s accounting
records.
AMCON DISTRIBUTING COMPANY
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 16, 2006 By: /s/ Andrew C. Plummer
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Andrew C. Plummer
Vice President and Acting Chief
Financial Officer
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