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: March 31, 2005
[ ] 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 fiscal quarter ended December 31, 2005 without unreasonable
effort or expense because the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2005 has not yet 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 a condition to maintain listing of its common stock on the American Stock
Exchange ("AMEX"), AMCON submitted a plan on February 7, 2006 to the AMEX
that addressed its failure to timely file its 2005 Form 10-K. This 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 and AMCON's agreement with the AMEX by no later than March 31,
2006.
AMCON expects to file Form 10-Q for the fiscal quarter ended December 31,
2005 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
MICHAEL D. JAMES (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, has
not yet 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.
AMCON expects to report a net loss for its first fiscal quarter ended
December 31, 2005, due primarily to net losses from its beverage segment
(Trinity Springs, Inc. and Hawaiian Natural Water Company, Inc.). However,
AMCON is unable to determine, or reasonably estimate, the amount of that loss
until the issues discussed above are resolved and the Annual Report on Form
10-K is complete. AMCON reported a net loss of approximately $0.1 million
for the first fiscal quarter of the prior fiscal year.
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: February 15, 2006 By: /s/ Michael D. James
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Michael D. James
Secretary, Treasurer and Chief
Financial Officer
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