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) November 28, 2006
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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)
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 CFR 240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE
On November 28, 2006, AMCON Distributing Company announced that its
wholly owned subsidiary, Hawaiian Natural Water Company, Inc. ("HNWC"),
signed an asset purchase agreement on November 20, 2006 to sell
substantially all of its operating assets to a newly formed group of
investors, Hawaiian Springs, LLC for approximately $3.8 million in
cash. The sale contemplated by the asset purchase agreement closed on
November 20, 2006.
The significant operating assets sold by HNWC consisted of accounts
receivable, inventory, furniture and fixtures and the all of its
bottling equipment. In addition Hawaiian Springs, LLC assumed operating
and capital leases.
There are no material relationships between Hawaiian Springs, LLC or its
investors and AMCON Distributing Company and its subsidiaries.
The press release announcing this transaction is furnished with this Current
Report as exhibit 99.1 to Item 9.01 and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated November 28, 2006, issued
by AMCON Distributing Company announcing the
sale of substantially all of the operating assets
of its wholly-owned subsidiary, Hawaiian Natural
Water Company, Inc.
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: November 28, 2006 By : Andrew C. Plummer
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Name: Andrew C. Plummer
Title: Vice President & Acting
Chief Financial Officer
Exhibit 99.1
AMCON ANNOUNCES THE SALE OF
HAWAIIAN NATURAL WATER COMPANY, INC.
NEWS RELEASE
Chicago, IL, November 28, 2006 - AMCON Distributing Company ("AMCON")
(AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to
announce that it has sold substantially all of the assets of Hawaiian Natural
Water Company, Inc. to a newly formed investor group, Hawaiian Springs, LLC.
The purchase price for the assets was $3.8 million in cash; in addition
Hawaiian Springs, LLC assumed operating and capital leases.
"This transaction is an important milestone for our company for several
reasons" said Christopher Atayan, AMCON's Chief Executive Officer, "First, it
will enable us to reduce our outstanding debt and capitalized liabilities in
a meaningful way. Second, the cash flow of our overall enterprise will
improve as we will no longer have to service the lease payments associated
with plant and equipment. Third, this business required significant time and
attention from all of the senior management of the Company. We will now be
able to focus more of our energy on growing the two core enterprises."
Atayan added, "We are also delighted that our employees, suppliers and others
who have supported this business over the years will have a meaningful
opportunity with Hawaiian Springs, LLC. We wish everyone involved the best of
success going forward."
"Historically HNWC has incurred significant operating losses which have
hampered earnings. With this transaction, we will no longer have to absorb
reported losses from this business which totaled approximately $6.2 million
before tax for all of fiscal 2005 and $1.6 million before tax for the nine
months ended June 30, 2006, noted Andrew Plummer, AMCON's Acting Chief
Financial Officer, "Additionally, beginning September 30, 2006, this business
will be reported as a discontinued operation on our financial statements."
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 Akins
Natural Foods Market.
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:
Christopher H. Atayan
AMCON Distributing Company
Ph 312-327-1770
Fax: 312-527-3964
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