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) August 28, 2006
------------------------------------------------------------------
AMCON DISTRIBUTING COMPANY
--------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-15589 47-0702918
------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7405 Irvington Road, Omaha, NE 68122
------------------------------------
(Address of principal executive offices) (Zip Code)
(402) 331-3727
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed since last report)
ITEM 4.01. CHANGES TO THE REGISTRANT'S CERTIFYING ACCOUNTANT
On August 30, 2006, the Audit Committee of AMCON Distributing Company (the
"Company") appointed McGladrey and Pullen, LLP ("McGladrey and Pullen") as
the Company's independent registered public accounting firm to audit the
Company's financial statements as of and for the year ended September 30,
2006, subject to McGladrey and Pullen's finalization of their standard client
acceptance procedures. The selection process began with the Audit
Committee's December 11, 2005 directive for Management to undertake a Request
For Proposal process for the audit of the fiscal 2006 financial statements in
accordance with the Audit Committee's charter. This process was delayed
because of the late filing of the Company's 2005 Annual Report on Form 10-K.
Since June 2006, the Company has been conducting an evaluation of various
public accounting firms' qualifications to audit the financial statements.
On August 28, 2006, the Company's independent registered public accounting
firm, Deloitte & Touche, LLP ("Deloitte & Touche") provided the Company's
Audit Committee Chairman with the oral communication that it would decline to
stand for re-election as the Company's independent registered accounting firm
if asked to do so by the Company.
Deloitte & Touche's reports on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except that Deloitte & Touche's report, dated August
21, 2006, on the Company's September 30, 2005, September 24, 2004 and
September 26, 2003 financial statements included an explanatory paragraph
regarding litigation relating to the Company's June 2004 purchase of Trinity
Springs, Inc. and an explanatory paragraph relating to the restatement of the
Company's 2004 financial statements. Additionally, Deloitte & Touche's
report dated January 7, 2005, (August 19, 2005 as to the effects of a
subsequent event and as to the effects of restatements of the Company's 2004
and 2003 financial statements) on the Company's September 24, 2004, September
26, 2003 and September 27, 2002 financial statements included an explanatory
paragraph related to the restatements of the Company's 2004 and 2003
financial statements.
During the Company's two most recent fiscal years and the subsequent interim
period to August 28, 2006, there were no disagreements with Deloitte & Touche
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Deloitte & Touche, would have caused it to
make a reference to the subject matter of the disagreement in connection with
its reports.
During the Company's two most recent fiscal years and the subsequent interim
period to August 28, 2006, there have been no events of the type required to
be reported pursuant to Item 304(a)(1)(v) of Regulation S-K promulgated by
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934, as amended, except that Deloitte & Touche and the
Company identified material weaknesses in the Company's internal control over
financial reporting related to (i) inventory accounting errors that occurred
at one of its subsidiaries, (ii) the application of accounting literature for
discontinued operations, (iii) insufficient levels of appropriately qualified
and trained personnel in the accounting office of a subsidiary, (iv)
-1-
insufficient oversight and review of disclosure controls and procedures of
its subsidiaries and (v) the Company's disclosure controls and procedures
with respect to the application of accounting guidance in certain Emerging
Issues Task Force applications and other accounting standards relating to
financing transactions, including the transaction's impact on diluted
earnings per share. The material weaknesses have previously been disclosed
in the Company's periodic filings on Forms 10-K and Forms 10-Q, and
amendments thereto, filed with the SEC. The material weaknesses resulted in
the restatement of the Company's financial statements.
The Company has provided Deloitte & Touche with a copy of the disclosures
made in this Current Report on Form 8-K prior to its filing with the SEC and
requested that Deloitte & Touche furnish the Company with a letter addressed
to the SEC stating whether Deloitte & Touche agrees with such disclosures
and, if not, stating the respects in which it does not agree. A copy of the
letter, dated September 1, 2006, provided by Deloitte & Touche in response to
such request is included as an exhibit to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Letter from Deloitte & Touche LLP
to the Securities and Exchange Commission
dated September 1, 2006
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: September 1, 2006 By : Andrew C. Plummer
-------------------------
Name: Andrew C. Plummer
Title: Vice President & Acting
Chief Financial Officer
-2-
-end-
EXHIBIT NO 99.1
September 1, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Sirs/Madams:
We have read Item 4 of AMCON Distributing Company's Form 8-K dated August 28,
2006, and we agree with the statements made in the 2nd, 3rd, 4th, 5th, and
6th paragraphs and have no basis to agree or disagree with the statements
made in the 1st paragraph.
Yours truly,
/s/ Deloitte & Touche LLP