8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES ACT OF 1934

Date of Report (Date of earliest event reported) April 18, 2013

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 2.02          RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 18, 2013, the Company issued a press release announcing financial results for its second fiscal quarter ended March 31, 2013. A copy of the press release is attached to this report as an exhibit.

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 9.01          FINANCIAL STATEMENTS AND EXHIBITS  

EXHIBIT NO.	DESCRIPTION
99.1	Press release, dated April 18, 2013, issued by AMCON Distributing Company announcing financial results for its second fiscal quarter ended March 31, 2013.

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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:	April 18, 2013	/s/ Andrew C. Plummer
		Name: Andrew C. Plummer
		Title:   Vice President & Chief Financial Officer

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EX-99.1

Exhibit 99.1

AMCON Distributing Company Reports Fully Diluted Earnings Per Share of $1.63 for the Fiscal Quarter Ended March 31, 2013

OMAHA, Neb.--(BUSINESS WIRE)--April 18, 2013--AMCON Distributing Company (“AMCON”) (NYSE AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $1.63 on net income available to common stockholders of $1.2 million for the fiscal quarter ended March 31, 2013.

“We delivered solid results in an operating environment that is characterized by significant competitive pressures in both of our business segments. Our strategic emphasis on customer service continues to be a differentiating factor for our organization in the market place,” said Christopher H. Atayan AMCON’s Chairman and Chief Executive Officer. “Our disciplined financial approach to internal and external growth is designed to prudently manage risk while enhancing shareholder value.”

Each of AMCON’s business segments reported good quarters. The wholesale distribution segment reported revenues of $264.7 million and operating income before depreciation and amortization of $3.0 million for the second fiscal quarter of 2013. 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 term approach to developing our foodservice platform. Our foodservice offerings continue to grow as we work collaboratively with our customers to implement these profit making opportunities,” said Kathleen Evans, President of AMCON’s wholesale distribution segment.

“A number of well capitalized competitors have entered the retail health food markets we serve,” said Eric Hinkefent, President of AMCON’s retail health food segment. “Our growth strategy is to selectively open new stores in locations where the demographics value our high customer service philosophy. Our new store in Omaha, Nebraska will open in our third fiscal quarter of 2013 and we continue to work diligently toward opening our new store in Rogers, Arkansas.”

“At March 31, 2013 our stockholders equity was $49.9 million and consolidated debt was $23.4 million. We remain committed to investing in information technology in our wholesale distribution segment as we believe it supports our customers’ efficiency initiatives and helps optimizes their product mix to improve their bottom line,” 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 Illinois, Missouri, Nebraska, North Dakota, South Dakota and Tennessee. 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, 2013 and September 30, 2012
	March			September
	2013			2012
	(Unaudited)
ASSETS
Current assets:
Cash	$	432,857		$	491,387
Accounts receivable, less allowance for doubtful accounts of $1.2 million at both March 2013 and September 2012		30,956,166			32,681,835
Inventories, net		39,096,409			38,364,621
Deferred income taxes		1,654,571			1,916,619
Prepaid and other current assets		6,323,715			6,476,702
Total current assets		78,463,718			79,931,164
Property and equipment, net		13,154,761			13,083,912
Goodwill		6,349,827			6,349,827
Other intangible assets, net		5,003,478			5,185,978
Other assets		461,390			1,258,985
	$	103,433,174		$	105,809,866
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	15,433,201		$	17,189,208
Accrued expenses		5,654,247			6,931,859
Accrued wages, salaries and bonuses		1,887,926			2,503,361
Income taxes payable		134,886			2,194,966
Current maturities of long-term debt		1,202,804			1,182,829
Total current liabilities		24,313,064			30,002,223
Credit facility		17,732,149			14,353,732
Deferred income taxes		3,828,867			3,633,390
Long-term debt, less current maturities		4,468,350			5,075,680
Other long-term liabilities		332,163			336,186
Series A cumulative, convertible preferred stock, $.01 par value 100,000 shares authorized and issued, and a total liquidation preference of $2.5 million at both March 2013 and September 2012		2,500,000			2,500,000
Series B cumulative, convertible preferred stock, $.01 par value 80,000 shares authorized, 16,000 shares issued and outstanding at March 31, 2013 and 58,000 shares issued and outstanding at September 30, 2012, and a total liquidation preference of $0.4 million and $1.5 million at March 2013 and September 2012, respectively		400,000			1,450,000
Shareholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, 116,000 and 158,000 shares outstanding and issued in Series A and B referred to above		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 623,115 shares outstanding at March 2013 and 612,327 shares outstanding at September 2012		6,543			6,293
Additional paid-in capital		12,469,411			11,021,109
Retained earnings		40,683,583			38,349,253
Treasury stock at cost		(3,300,956	)		(918,000	)
Total shareholders’ equity		49,858,581			48,458,655
	$	103,433,174		$	105,809,866

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and six months ended March 31, 2013 and 2012
	For the three months						For the six months
	ended March						ended March
	2013			2012			2013			2012
Sales (including excise taxes of $87.2 million and $86.1 million, and $185.2 million and $176.6 million, respectively)	$	274,568,151		$	275,829,266		$	576,786,472		$	559,392,316
Cost of sales		256,271,131			256,612,867			539,259,663			521,538,240
Gross profit		18,297,020			19,216,399			37,526,809			37,854,076
Selling, general and administrative expenses		15,438,195			15,901,755			31,286,667			31,251,757
Depreciation and amortization		599,785			613,927			1,193,647			1,227,421
		16,037,980			16,515,682			32,480,314			32,479,178
Operating income		2,259,040			2,700,717			5,046,495			5,374,898
Other expense (income):
Interest expense		248,992			319,841			565,044			743,951
Other (income), net		(114,846	)		(93,874	)		(176,195	)		(245,138	)
		134,146			225,967			388,849			498,813
Income from operations before income tax expense		2,124,894			2,474,750			4,657,646			4,876,085
Income tax expense		911,000			1,010,000			1,981,000			1,973,000
Net income		1,213,894			1,464,750			2,676,646			2,903,085
Preferred stock dividend requirements		(48,108	)		(66,906	)		(107,399	)		(134,547	)
Net income available to common shareholders	$	1,165,786		$	1,397,844		$	2,569,247		$	2,768,538
Basic earnings per share available to common shareholders	$	1.87		$	2.26		$	4.13		$	4.47
Diluted earnings per share available to common shareholders	$	1.63		$	1.87		$	3.55		$	3.70
Basic weighted average shares outstanding		623,115			619,480			622,692			619,705
Diluted weighted average shares outstanding		743,195			784,429			754,881			785,281

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the six months ended March 31, 2013 and 2012
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,676,646		$	2,903,085
Adjustments to reconcile net income from operations to net cash flows from operating activities:
Depreciation		1,011,147			1,035,231
Amortization		182,500			192,190
Gain on sale of property and equipment		(71,131	)		(22,216	)
Equity-based compensation		652,421			674,180
Deferred income taxes		457,525			453,989
Provision for losses on doubtful accounts		39,000			164,757
Provision for losses on inventory obsolescence		49,179			7,827
Other		(4,023	)		(4,023	)
Changes in assets and liabilities:
Accounts receivable		1,686,669			813,322
Inventories		(780,967	)		3,645,697
Prepaid and other current assets		152,987			(1,308,654	)
Other assets		36,724			(48,424	)
Accounts payable		(1,802,183	)		(2,062,052	)
Accrued expenses and accrued wages, salaries and bonuses		(1,123,486	)		(1,509,628	)
Income tax payable		(2,060,080	)		(1,268,395	)
Net cash flows from operating activities		1,102,928			3,666,886
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(1,104,229	)		(707,724	)
Proceeds from sales of property and equipment		139,540			40,820
Net cash flows from investing activities		(964,689	)		(666,904	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) on bank credit agreements		3,378,417			(1,464,646	)
Principal payments on long-term debt		(587,355	)		(732,440	)
Repurchase of Series B Convertible Preferred Stock and common stock		(2,572,085	)		(918,000	)
Dividends paid on convertible preferred stock		(107,399	)		(134,547	)
Dividends on common stock		(234,917	)		(238,628	)
Proceeds from exercise of stock options		1,180			1,180
Withholdings on the exercise of equity-based awards		(74,610	)		(51,452	)
Net cash flows from financing activities		(196,769	)		(3,538,533	)
Net change in cash		(58,530	)		(538,551	)
Cash, beginning of period		491,387			1,389,665
Cash, end of period	$	432,857		$	851,114
	2013			2012
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	564,422		$	770,110
Cash paid during the period for income taxes		3,583,555			2,787,407
Supplemental disclosure of non-cash information:
Equipment acquisitions classified as accounts payable		57,412			5,185
Issuance of common stock in connection with the vesting and exercise of equity-based awards		1,389,258			950,562
Conversion by holder of Series B Convertible Preferred Stock to common stock		100,000			—
Common stock acquired with other consideration		760,871			—

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