8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES ACT OF 1934

Date of Report (Date of earliest event reported)April 19, 2011

AMCON DISTRIBUTING COMPANY
(Exact name of registrant as specified in its charter)

Delaware	1-15589	47-0702918
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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)

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))

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 18, 2011, AMCON Distributing Company ("AMCON or "Company") executed a Second Amended and Restated Revolving Line of Credit Agreement with Bank of America, N.A.  This new credit agreement replaces the Company’s existing credit facility with Bank of America, which was scheduled to mature in January 2012. The new credit agreement provides for the following terms and conditions:

• An April 2014 maturity date for the credit facility.
• A $55.0 million revolving credit limit for the credit facility.
• A loan accordion provision, which would allow the Company to increase the size of the credit facility by up to $25.0 million.
• The new agreement provides for the availability of an additional $5.0 million of credit advances for use in making certain inventory purchases.
• The credit facility bears interest at either the bank’s prime rate or at LIBOR plus 175 basis points, at the election of the Company.
• The lending limits of the credit facility are subject to specified accounts receivable and inventory limitations.
• The credit facility is subject to an unused commitment fee payable by the Company equal to one-quarter of one percent (1/4%) per annum on the difference between the maximum loan limit and average monthly borrowings.
• The credit facility is secured by collateral including all of the Company’s equipment, intangibles, inventories, and accounts receivable.
• The new agreement prohibits the Company's payment of dividends on its common stock in excess of $1.00 per share on an annual basis.
• The new agreement contains a financial covenant requiring the Company to maintain a fixed charge coverage ratio of at least 1.0 to 1.0, measured only if excess credit facility availability falls below $5.5 million.
• The new agreement contains an evergreen renewal clause, which provides for the automatic renewal of the term of the credit facility for additional one year periods unless either the borrower or lender provides written notice terminating the agreement at least 90 days prior to the end of the original term of the agreement or the end of any renewal term.
• The new agreement provides for a prepayment penalty equal to one-half of one percent (½%) if the Company prepays the entire credit facility or terminates it in the first year of the agreement, and one-quarter of one percent (¼%) if the Company prepays the entire credit facility or terminates it in the second year of the agreement. The prepayment penalty is calculated based on the maximum loan amount.

The Company made certain representations and warranties in the new agreement that are customary for credit agreements of this type.  The new agreement also contains affirmative and negative covenants that are customary for credit agreements of this type.

The forgoing is a summary of the material terms of new agreement, and does not purport to be a complete discussion thereof.  Accordingly, the foregoing is qualified in its entirety by deference to the full text of the new agreement, which will be filed as an exhibit to the Company's report on Form 10-Q for the quarter ending March 31, 2011.

2

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 19, 2011, the Company issued a press release announcing financial results for its second fiscal quarter ended March 31, 2011. A copy of the press release is attached to this report as an exhibit and is incorporated herein by reference.

The information in this report (including the exhibit) shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information set forth in this report (including the exhibit) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

As described in "Item 1.01. Entry into a Material Definitive Agreement" of this report, on April 18, 2011 the Company executed a Second Amended and Restated Revolving Line of Credit Agreement with Bank of America, N.A. This new credit agreement replaces the Company’s existing credit facility with Bank of America, which was scheduled to mature in January 2012.

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" in this report is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NO.	DESCRIPTION
99.1	Press release, dated April 19, 2011, issued by AMCON Distributing Company announcing financial results for its second fiscal quarter ended March 31, 2011.

3

SIGNATURE

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.

		AMCON DISTRIBUTING COMPANY
		(Registrant)
Date:	April 19, 2011	/s/ Andrew C. Plummer
		Name:	Andrew C. Plummer
		Title:	Vice President & Chief Financial Officer

4

EX-99.1

Exhibit 99.1

AMCON Distributing Company Reports Fully Diluted Earnings Per Share of $2.05 for the Second Fiscal Quarter Ended March 31, 2011

OMAHA, Neb.--(BUSINESS WIRE)--April 19, 2011--AMCON Distributing Company (“AMCON”) (NYSE AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $2.05 on net income available to common stockholders of $1.5 million for the second fiscal quarter ended March 31, 2011. In addition, the Company has extended and expanded its revolving credit agreement with its bank group. The new facility is expandable to $80.0 million and has improved terms.

“Our management team did a good job this quarter, especially given the challenging environment our customers faced because of the higher level of energy prices. We are delighted to have an enhanced credit facility that we believe will give us additional flexibility to take advantage of potential acquisitions and merchant opportunities,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer.

Each of AMCON’s business segments had solid quarters. The wholesale distribution segment reported revenues of $206.7 million and operating income before depreciation and amortization of $3.6 million in the second quarter of fiscal 2011. The retail health food segment reported revenues of $9.9 million and operating income before depreciation and amortization of $1.2 million for the same period.

“We are taking a long range view as we continue to make investments in foodservice, technology and related value added propositions designed to increase our customers’ bottom line. Our customers appreciate this partnership approach as they build their businesses,” said Kathleen Evans, President of AMCON’s Wholesale segment.

“We are carefully evaluating new store locations in both of the regions we operate in. Our recent store opening in Tulsa, Oklahoma has met our expectations. Our niche in the retail market is well defined and we believe there is room to prudently expand,” said Eric Hinkefent, President of AMCON’s Retail Health Food segment.

“Our stockholders’ equity grew to $36.9 million and consolidated debt decreased to $20.6 million. Our focused strategy of maintaining high liquidity levels has allowed us to successfully renew our credit agreement with significantly enhanced terms. We continue to carefully evaluate growth opportunities including a number of capital projects related to information technology and foodservice that are designed to enhance our competitive position in the markets we serve,” said Andrew Plummer, AMCON’s Chief Financial Officer.

AMCON is a leading wholesale distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and chilled foods, and health and beauty care products with locations in Arkansas, Illinois, Missouri, Nebraska, North Dakota and South Dakota. AMCON also operates fourteen (14) health and natural product retail stores in the Midwest and Florida. The retail stores operate under the names Chamberlin's Market & Cafe www.chamberlins.com and Akin’s Natural Foods Market www.akins.com.

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 and the other factors described under Item 1.A. of the Company’s Annual Report on Form 10-K. 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

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Balance Sheets
March 31, 2011 and September 30, 2010
	March		September
	2011		2010
	(Unaudited)
ASSETS
Current assets:
Cash	$	398,982	$	356,735
Accounts receivable, less allowance for doubtful accounts of $0.8 million and  $1.6 million at March 2011 and September 2010, respectively		24,800,880		27,903,689
Inventories, net		33,939,682		35,005,957
Deferred income taxes		1,518,492		1,905,974
Prepaid and other current assets		4,154,742		3,013,485
Total current assets		64,812,778		68,185,840
Property and equipment, net		11,919,797		11,855,669
Goodwill		6,149,168		6,149,168
Other intangible assets, net		4,706,394		4,807,644
Other assets		1,177,614		1,069,050
	$	88,765,751	$	92,067,371
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	16,307,547	$	16,656,257
Accrued expenses		6,569,164		6,007,900
Accrued wages, salaries and bonuses		2,080,139		3,161,817
Income taxes payable		531,884		2,366,667
Current maturities of long-term debt		745,177		893,291
Total current liabilities		26,233,911		29,085,932
Credit facility		14,980,497		18,816,709
Deferred income taxes		1,145,250		1,075,861
Long-term debt, less current maturities		4,902,732		5,226,586
Other long-term liabilities		71,061		587,479
Series A cumulative, convertible preferred stock, $.01 par value 100,000  shares authorized and issued, liquidation preference $25.00 per share		2,500,000		2,500,000
Series B cumulative, convertible preferred stock, $.01 par value 80,000  shares authorized and issued, liquidation preference $25.00 per share		2,000,000		2,000,000
Shareholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, 180,000 shares  outstanding and issued in Series A and B referred to above		—		—
Common stock, $.01 par value, 3,000,000 shares authorized, 590,232 shares  outstanding at March 2011 and 577,432 shares outstanding at September 2010		5,902		5,774
Additional paid-in capital		9,482,317		8,376,640
Retained earnings		27,444,081		24,392,390
Total shareholders’ equity		36,932,300		32,774,804
	$	88,765,751	$	92,067,371

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and six months ended March 31, 2011 and 2010
	For the three months						For the six months
	ended March						ended March
	2011			2010			2011			2010
Sales (including excise taxes of $70.8 million and $76.9  million, and $152.1 million and $158.4 million, respectively)	$	216,603,039		$	230,499,129		$	461,560,200		$	474,440,167
Cost of sales		200,233,927			213,558,955			427,583,366			440,271,980
Gross profit		16,369,112			16,940,174			33,976,834			34,168,187
Selling, general and administrative expenses		12,909,642			13,365,802			26,597,013			27,144,541
Depreciation and amortization		507,133			415,572			1,004,716			802,841
		13,416,775			13,781,374			27,601,729			27,947,382
Operating income		2,952,337			3,158,800			6,375,105			6,220,805
Other expense (income):
Interest expense		263,872			368,425			648,455			773,670
Other (income), net		(45,211	)		(23,046	)		(68,092	)		(36,426	)
		218,661			345,379			580,363			737,244
Income from operations before income tax		2,733,676			2,813,421			5,794,742			5,483,561
Income tax expense		1,149,000			1,022,000			2,378,000			1,963,000
Net income		1,584,676			1,791,421			3,416,742			3,520,561
Preferred stock dividend requirements		(73,239	)		(73,239	)		(148,106	)		(148,106	)
Net income available to common shareholders	$	1,511,437		$	1,718,182		$	3,268,636		$	3,372,455
Basic earnings per share available to common shareholders:	$	2.56		$	3.05		$	5.60		$	6.00
Diluted earnings per share available to common shareholders:	$	2.05		$	2.40		$	4.47		$	4.72
Basic weighted average shares outstanding		589,454			564,216			583,986			562,145
Diluted weighted average shares outstanding		771,738			746,873			765,067			745,773

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the six months ended March 31, 2011 and 2010
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,416,742		$	3,520,561
Adjustments to reconcile net income from operations  to net cash flows from operating activities:
Depreciation		845,120			678,860
Amortization		159,596			123,981
Gain on sale of property and equipment		(8,722	)		(16,935	)
Stock based compensation		1,514,567			267,464
Net excess tax benefit on equity-based awards		(125,904	)		(130,126	)
Deferred income taxes		456,871			(34,196	)
Provision for (recoveries) losses on doubtful accounts		(843,000	)		178,367
Provision for losses on inventory obsolescence		26,538			16,393
Other		(4,022	)		—
Changes in assets and liabilities:
Accounts receivable		3,945,809			491,271
Inventories		1,039,737			1,125,441
Prepaid and other current assets		(1,141,257	)		(519,415	)
Other assets		(108,564	)		(47,087	)
Accounts payable		(319,457	)		1,144,665
Accrued expenses and accrued wages, salaries and bonuses		(1,625,822	)		(1,878,536	)
Income tax payable		(1,708,879	)		(2,977,213	)
Net cash flows from operating activities		5,519,353			1,943,495
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(957,254	)		(1,102,929	)
Proceeds from sales of property and equipment		27,475			42,905
Acquisition		—			(3,099,836	)
Net cash flows from investing activities		(929,779	)		(4,159,860	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) borrowings on bank credit agreements		(3,836,212	)		3,025,076
Principal payments on long-term debt		(471,968	)		(433,443	)
Proceeds from exercise of stock options		—			68,965
Net excess tax benefit on equity-based awards		125,904			130,126
Dividends paid on convertible preferred stock		(148,106	)		(148,106	)
Dividends on common stock		(216,945	)		(206,759	)
Net cash flows from financing activities		(4,547,327	)		2,435,859
Net change in cash		42,247			219,494
Cash, beginning of period		356,735			309,914
Cash, end of period	$	398,982		$	529,408
	2011			2010
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	668,389		$	760,727
Cash paid during the period for income taxes		3,630,007			4,974,408
Supplemental disclosure of non-cash information:
Equipment acquisitions classified as accounts payable		8,953			85,939
Business acquisition:
Inventory		—			1,981,498
Property and equipment		—			122,978
Customer relationships intangible asset		—			1,620,000
Goodwill		—			300,360
Note payable		—			500,000
Contingent consideration		—			425,000

CONTACT:
AMCON Distributing Company
Christopher H. Atayan, 402-331-3727