8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

June 19, 2006

Date of Report

(Date of earliest event reported)

CORE-MARK HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51515	20-1489747
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

395 Oyster Point Boulevard, Suite 415, South San Francisco, California	94080
(Address of principal executive offices)	(Zip Code)

(650) 589-9445

(Registrant’s telephone number, including area code)

N/A

(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 2.01 Completion of Acquisition or Disposition of Assets.

On June 19, 2006 Core-Mark Holding Company, Inc. (“Core-Mark”) and its wholly-owned indirect subsidiary Core-Mark Midcontinent, Inc. (“Midcontinent”) completed the acquisition of substantially all of the assets of Klein Candy Co. LP (“Klein”) pursuant to the terms and conditions of an Asset Purchase Agreement entered into with Klein on June 6, 2006. The assets acquired consisted of accounts receivable, inventory, equipment (including vehicles) and other fixed assets, contract rights, prepaid items and other intangibles. In addition Midcontinent also completed the acquisition of the facility and land located in Wilkes-Barre, Pennsylvania used as Klein’s headquarters and distribution center pursuant to a Real Estate Purchase and Sale Agreement entered into with certain partners in Klein on June 6, 2006. The aggregate purchase price paid for the assets and facility at the closing of the transaction, including certain direct costs of the acquisition and payments made to principals of Klein for non-competition agreements, was approximately $56 million in cash (net of acquired cash of approximately $2.5 million). No accounts payable or funded debt obligations were assumed.

Copies of the Asset Purchase Agreement and the Real Estate Purchase and Sale Agreement are included as Exhibits to Core-Mark’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2006 and are incorporated herein by reference. The summary of the material provisions of the Asset Purchase Agreement and Real Estate Purchase and Sale Agreement set forth above is qualified in its entirety by reference to the Asset Purchase Agreement and Real Estate Purchase and Sale Agreement.

Item 8.01. Other Events.

On June 20, 2006, Core-Mark Holding Company, Inc. (the “Company”) announced that it had completed the acquisition of substantially all of the assets of Klein Candy Co. The text of the press release issued by the Company is furnished as Exhibit 99.1.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

The following are filed as exhibits to this report:

Number	Description
99.1	Press Release of Core-Mark Holding Company, Inc. dated June 20, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 22, 2006

CORE-MARK HOLDING COMPANY, INC.
By:	/s/ James E. Wall
	James E. Wall
	Senior Vice President – Chief Financial Officer

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EXHIBIT INDEX

Number	Description
99.1	Press Release of Core-Mark Holding Company, Inc. dated June 20, 2006.

EX-99.1

Exhibit 99.1

Core-Mark Completes Deal to Acquire Klein Candy Company

South San Francisco, California – June 20, 2006– Core-Mark Holding Company, Inc. (Nasdaq:CORE), one of the largest North American distributors to the convenience retail industry, announced today that it has closed its previously announced agreement to acquire substantially all of the assets of Klein Candy Co. L.P. Core-Mark has funded the transaction from excess availability under its existing $250 million Revolving Credit Facility. Klein’s annualized revenues are expected to be approximately $600 million. Core-Mark will incorporate the Klein operations into its existing distribution network, creating a national distribution capacity.

“We believe that Klein will be a tremendous addition to Core-Mark”, said Michael Walsh, Chief Executive Officer of Core-Mark. “Core-Mark is committed to continuing to provide great service to the Klein customer base. Also, we are pleased to have Klein management team join the Core-Mark management team”.

# # #

About Core-Mark

Core-Mark is one of the largest broad-line, full-service wholesale distributors of packaged consumer products to the convenience retail industry in North America. Founded in 1888, Core-Mark provides distribution and logistics services as well as marketing programs to approximately 20,000 retail locations in 38 states and five Canadian provinces through 24 distribution centers, two of which Core-Mark operate as third party logistics providers. Core-Mark services traditional convenience retailers, grocers, drug, liquor and specialty stores, and other stores that carry consumer packaged goods. For more information, please visit www.core-mark.com

About Klein Candy Co.

Klein Candy Co., trading as Klein Wholesale Distributors, is a 96 year old full service master and convenience store distributor of, among other things, cigarettes, tobacco, groceries (including frozen and refrigerated), HBC, candy, food service, beverages, paper products and general merchandise. Klein currently stamps cigarettes, provides full service and delivers products to 9 states, including Pennsylvania, Michigan, New York, New Jersey, Connecticut, Maryland, Delaware, Washington D.C., and Virginia.

Core-Mark Safe Harbor

This press release contains information constituting “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan”, “continue”, or other similar words. These forward-looking statements are based on the current plans, estimates and expectations of our management and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. These factors include, but are not limited to: economic conditions affecting the cigarette and consumable goods industry; adverse effect of legislation and other matters affecting the cigarette industry; increased competition in the distribution industry; our inability to retain and attract customers; the negative affects of product liability claims; failure of our suppliers to provide products; increases in fuel prices; the loss of key personnel or our inability to attract and retain new qualified personnel; currency exchange rate fluctuations; the negative effects of our reorganization on our customer, supplier and employee relationships; and our

ability to successfully integrate the acquisition of Klein’s business and to realize anticipated benefits. See the “Risk Factors” section included in our Form 10-K and other filings with the Securities and Exchange Commission for a discussion of certain risks that may affect our business.

These forward-looking statements speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact: Ms Milton Gray Draper, Director of Investor relations at 650-589-9445 X3027 or at mdraper@core-mark.com

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