##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K/A
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended  September 30, 2009      o

TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number 1-15589
      
 (Exact name of registrant as
    specified in its charter)
  Delaware

47-0702918(State or other jurisdiction
    of incorporation or organization)

(I.R.S. Employer
    Identification No.)7405 Irvington Road,
    Omaha NE(Address of principal
    executive offices)

68122(Zip Code)   Registrants telephone
    number, including area code:
 (402) 331-3727
      Securities registered pursuant
    to Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredNone

None   Securities registered pursuant
    to Section 12(g) of the Act:
 Common Stock, $.01 Par
    Value
      (Title of Class)
  o þ
  o þ
  þ o
  o o
  þ
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company þ   o þ




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##### Table of Contents



EXPLANATORY NOTE




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##### 





AMCON
    DISTRIBUTING COMPANY
  Table of
    Contents
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


7Item 1B.


Unresolved Staff Comments


12Item 2.


Properties


12Item 3.


Legal Proceedings


12Item 4.


Submission of Matters to a Vote of Security
    Holders


12PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


13Item 6.


Selected Financial Data


14Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


14Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


26Item 8.


Financial Statements and Supplementary Data


27Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


53Item 9A(T)


Controls and Procedures


53Item 9B.


Other Information


54PART IIIItem 10.


Directors, Executive Officers, and Corporate
    Governance


54Item 11.


Executive Compensation


56Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


68Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


70Item 14.


Principal Accounting Fees and Services


71PART IVItem 15.


Exhibits, Financial Statement Schedules


72   2




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##### Table of Contents



PART I
        ITEM 1.
    BUSINESS  COMPANY
    OVERVIEW
    
    Our wholesale distribution segment distributes consumer products
    in the Central and Rocky Mountain regions of the United States.
    Our retail health food segment operates thirteen health food
    retail  stores located throughout the Midwest and Florida.  WHOLESALE
    DISTRIBUTION SEGMENT
        RETAIL
    HEALTH FOOD SEGMENT
   3




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
    heightened awareness about the role that food and nutrition play
    in long-term health,
    increasing concerns over food safety due to the presence of
    pesticide residues, growth hormones, and artificial ingredients
    found in foods purchased through traditional retail outlets,
    growing focus on the impact of chemical additives included in
    consumer products such as household cleaning agents,
    an aging population with a desire to maintain good health and
    quality of life.  COMPETITIVE
    STRENGTHS
    Industry
    Experience
    Flexible
    Distribution Capabilities and Customer Service
    Programs
    Unique
    Product Selection
    BUSINESS
    STRATEGY
    
    organically grow our wholesale distribution business in the
    regions in which we operate.
    pursue strategic acquisition opportunities within the wholesale
    distribution industry.
    judiciously expand our retail health food segment through
    opportunistic new store openings.    PRINCIPAL
    PRODUCTS
   4




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DIVESTITURES
    INFORMATION ON SEGMENTS
    COMPETITION 
    Wholesale Distribution Segment
        COMPETITION 
    Retail Health Food Segment
    SEASONALITY
    GOVERNMENT
    REGULATION
     5




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##### Table of Contents



ENVIRONMENTAL
    MATTERS
    EMPLOYEES
    Managerial


35Administrative


97Delivery


100Sales & Marketing


298Warehouse


271Total Employees


801     CORPORATE AND AVAILABLE INFORMATION
  402-331-3727 Form 10-K Form 10-Q. and/or
  1-800-SEC-0330.
  ITEM 1A.
    RISK
    FACTORS  IN
    GENERAL
     6




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##### Table of Contents



RISK
    FACTORS RELATED TO THE WHOLESALE BUSINESS
  
    Regulation of Cigarette and Tobacco Products by the
    U.S. Food and Drug Administration (FDA) May
    Negatively Impact Our Operations.    and/or
  
    Our Sales Volume Is Largely Dependent upon the Distribution of
    Cigarette Products, Which is a Declining Sales Category.    
    Cigarettes and Other Tobacco Products Are Subject to Substantial
    Excise Taxes and If These Taxes Are Increased, Our Sales of
    Cigarettes and Other Tobacco Products Could Decline.  and/or
  and/or
  
    Divestiture and Consolidation Trends Within the Convenience
    Store Industry May Negatively Impact Our Operations.    
    Higher Fuel Prices Could Reduce Profit Margins and Adversely
    Affect Our Business.    
    The Wholesale Distribution of Cigarettes and Convenience Store
    Products Is Significantly Affected by Cigarette Pricing
    Decisions and Promotional Programs Offered by Cigarette
    Manufacturers.   7




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
    Competition Within The Wholesale Distribution Business May Have
    an Adverse Effect on Our Business.    
    We Purchase Cigarettes from Manufacturers Covered by the
    Industrys Master Settlement Agreement, Which Results in
    Competition from Lower Priced Sales of Cigarettes Produced by
    Manufacturers Who Do Not Participate in the Master Settlement
    Agreement.    
    If the Tobacco Industrys Master Settlement Agreement Is
    Invalidated, or Tobacco Manufacturers Cannot Meet Their
    Obligations to Indemnify Us, We Could Be Subject to Substantial
    Litigation Liability.    RISK
    FACTORS RELATED TO THE RETAIL BUSINESS
  
    Increases in Retail Health Food Store Competition May Have an
    Adverse Effect on Our Business.  and/or
  
    Part of Our Strategy Is to Expand Our Retail Health Food
    Business Through The Opening of New Stores, If We Are
    Unsuccessful it May Have an Adverse Effect on Our Business.   8




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
    Changes in the Availability of Quality Natural and Organic
    Products Could Impact Our Business.    
    Perishable Food Product Losses Could Materially Impact Our
    Results.    RISK
    FACTORS RELATED TO THE OVERALL BUSINESS
  
    A Further Deterioration in Economic Conditions May Negatively
    Impact Sales in Both Our Business Segments  and/or
    
    Capital Needed for Expansion May Not Be Available.    
    Covenants in Our Revolving Credit Facility May Restrict Our
    Ability to React to Changes Within Our Business or Industry.    
    Failure to Meet Restrictive Covenants in Our Revolving Credit
    Facility Could Result in Acceleration of the Facility and We May
    not be Able to Find Alternative Financing.   9




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
    We May Not Be Able to Obtain Capital or Borrow Funds to Provide
    Us with Sufficient Liquidity and Capital Resources Necessary to
    Meet Our Future Financial Obligations.    
    We Depend on Relatively Few Suppliers for a Large Portion of Our
    Products, and Any Interruptions in the Supply of the Products
    That We Sell Could Adversely Affect Our Results of Operations
    and Financial Condition.    
    We May Be Subject to Product Liability Claims Which Could
    Adversely Affect Our Business.    
    We Depend on Our Senior Management and Key Personnel.    
    We Operate in a Competitive Labor Market and a Number of Our
    Employees Are Covered by Collective Bargaining Agreements.     10




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
    We Are Subject to Significant Governmental Regulation and If We
    Are Unable to Comply with Regulations That Affect Our Business
    or If There Are Substantial Changes in These Regulations, Our
    Business Could Be Adversely Affected.    and/or
  RISK
    FACTORS RELATED TO OUR COMMON STOCK
  
    The Company Has Very Few Shareholders of Record And, If this
    Number Drops below 300, the Company Will No Longer Be Obligated
    to Report under the Securities Exchange Act of 1934 and in Such
    Case We May Be Delisted from NYSE Amex Equities, Reducing the
    Ability of Investors to Trade in Our Common Stock.    
    We Have Various Mechanisms in Place to Discourage Takeover
    Attempts, Which May Reduce or Eliminate Our Stockholders
    Ability to Sell Their Shares for a Premium in a Change of
    Control Transaction.    
    classification of our directors into three classes with respect
    to the time for which they hold office;
    supermajority voting requirements to amend the provision in our
    certificate of incorporation providing for the classification of
    our directors into three such classes;
    non-cumulative voting for directors;
    control by our Board of Directors of the size of our Board of
    Directors;
    limitations on the ability of stockholders to call special
    meetings of stockholders; and
    advance notice requirements for nominations of candidates for
    election to our Board of Directors or for proposing matters that
    can be acted upon by our stockholders at stockholder meetings. 11




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    Location

Square FeetDistribution  IL, MO, ND, NE & SD


487,000Retail  FL, KS, MO, NE & OK


132,600Total Square Footage


619,600     ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    EXECUTIVE
    OFFICERS OF THE REGISTRANT
    Name

Age

PositionChristopher H. Atayan

49

Chairman of the Board, Chief Executive Officer, DirectorKathleen M. Evans

62

President, DirectorAndrew C. Plummer

35

Vice President, Chief Financial Officer, and SecretaryPhilip E. Campbell

48

Senior Vice President of Planning and ComplianceEric J. Hinkefent

48

President of Chamberlins Market and Cafe and Akins
    Natural Foods Market   CHRISTOPHER H. ATAYAN
  KATHLEEN M. EVANS
  ANDREW C. PLUMMER
 12




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PHILIP E. CAMPBELL
    ERIC J. HINKEFENT
 PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
    MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES  MARKET
    FOR COMMON STOCK
    Fiscal 2009


Fiscal 2008High


Low


High


Low4th Quarter

$
63.63


$
39.35


$
31.25


$
24.503rd Quarter


44.25



25.01



34.00



27.752nd Quarter


28.00



16.50



36.38



29.001st Quarter


24.50



14.00



44.00



26.74   DIVIDEND
    POLICY
          COMPANY
    REPURCHASE OF SHARES
   13




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EQUITY
    COMPENSATION PLAN INFORMATION
  Regulation S-K.
  ITEM 6.
    SELECTED
    FINANCIAL DATA    ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
      Business
    Update  General
      Business
    Update  Wholesale Distribution
    Segment
    Declining revenue streams:
      Gross Profit Erosion:
 14




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##### Table of Contents



and/or
  Business
    Update  Retail Health Food Segment
        Significant
    Events In Fiscal 2009
    
    recorded income from continuing operations after income taxes of
    $8.5 million, a $2.9 million increase over fiscal 2008.
    recorded net income available to common shareholders of
    $12.4 million, an increase of $7.5 million over fiscal
    2008.
    benefited by approximately $5.8 million in additional gross
    profit as a result of price increases implemented by cigarette
    and tobacco manufacturers.
    successfully completed the sale of TSIs operating assets
    while simultaneously settling $2.7 million, plus accrued
    interest, in TSI related party notes for approximately
    $0.8 million. The Company recognized pre-tax gains of
    $4.7 million and $2.7 million, respectively, related
    to the transactions.
    fully redeemed its Series C Convertible Preferred Stock for
    $2.0 million plus accrued and unpaid dividends, reducing
    potential shareholder dilution that could have resulted from the
    conversion of such preferred stock into 146,842 common shares.
    reduced total borrowings on its revolving credit facility to
    $22.8 million, a $12.4 million decrease as compared to
    September 2008.
    reduced total long-term debt for continuing and discontinued
    operations to $6.5 million, a $8.5 million decrease as
    compared to September 2008. 15




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Results
    of Operations
    Fiscal Years2009


2008Sales


100.0
%


100.0
%Cost of sales


92.5



92.5Gross profit


7.5



7.5Selling, general and administrative expenses


5.7



6.0Depreciation and amortization


0.1



0.2Operating income


1.7



1.3Interest expense


0.2



0.3Income from continuing operations before income taxes


1.5



1.0Income tax expense


0.6



0.4Income from continuing operations


0.9



0.6Income from discontinued operations, net of tax


0.5



Net income


1.4



0.6Preferred stock dividend requirements






Net income available to common shareholders


1.4
%


0.6
%   Fiscal Years


Incr(In millions)

2009


2008


(Decr)/2/


% Change/2/CONSOLIDATED:Sales/1/

$
907.9


$
860.5


$
47.5



5.5
%Cost of Sales


839.8



795.8



44.0



5.5Gross profit


68.1



64.7



3.5



5.4Gross profit percentage


7.5
%


7.5
%Operating expense


52.8



53.0



(0.3
)


(0.5
)Operating income


15.4



11.7



3.7



32.0Interest expense


1.6



3.0



(1.4
)


(45.5
)Income tax expense


5.4



3.2



2.2



68.0Income from continuing operations


8.5



5.6



2.9



51.9BUSINESS SEGMENTS:WholesaleSales/1/


871.3



821.3



50.1



6.1Gross profit


52.8



48.4



4.5



9.3Gross profit percentage


6.1
%


5.9
%RetailSales


36.6



39.2



(2.6
)


(6.6
)Gross profit


15.3



16.3



(1.0
)


(6.3
)Gross profit percentage


41.8
%


41.7
%     /1/
    
    Sales are reported net of costs associated with incentives
    provided to retailers. These incentives totaled
    $15.8 million in fiscal 2009 and $15.4 million in
    fiscal 2008./2/
    
    Amounts calculated based on actual change in the Consolidated
    Statement of Operations. 16




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SALES 
    Fiscal 2009 vs. Fiscal 2008 (Continuing
    Operations)
            
    $78.1 million increase in cigarette sales due to price
    increases implemented by manufacturers, partially offset by a
    $35.8 million decrease in cigarette sales, primarily
    resulting from a reduction in cigarette cartons sold as compared
    fiscal 2008. According to studies by the American Wholesale
    Marketers Association, the demand for cigarettes has been
    declining since 1980. During fiscal 2009, we believe the
    collective impact of economic conditions, smoking bans, and a
    dramatic increase in the federal excise taxes imposed on
    cigarettes, accelerated declining demand trends for cigarettes.
    We expect that overall demand for cigarettes will continue to
    decline into the foreseeable future based on the aforementioned
    considerations and the prospect of more restrictive FDA
    regulations, which may include aggressive bans on the sale of
    certain cigarette and tobacco products.
    $7.8 million net increase in our Other Products category
    sales as compared to fiscal 2008. This increase was primarily
    the result of higher tobacco and confectionary sales.    GROSS
    PROFIT  Fiscal 2009 vs. Fiscal 2008 (Continuing
    Operations)
          OPERATING
    EXPENSE  Fiscal 2009 vs. Fiscal 2008 (Continuing
    Operations)
   17




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INTEREST
    EXPENSE  Fiscal 2009 vs. Fiscal 2008 (Continuing
    Operations)
    DISCONTINUED
    OPERATIONS (Fiscal 2009 vs. Fiscal 2008)
        Year EndedSeptember2009


2008Operating loss

$
(0.1
)

$
(0.2
)Interest expense


(0.2
)


(0.2
)Gain on asset disposal and debt settlement


7.4



Income tax expense (benefit)


2.6



(0.1
)Gain (loss) from discontinued operations


4.5



(0.3
)   Liquidity
    and Capital Resources
  OVERVIEW
  
    Operating Activities.  The Company requires
    cash to pay operating expenses, purchase inventory, and make
    capital investments. In general, the Company finances its cash
    flow requirements with cash generated from operating activities
    and credit facility borrowings. During fiscal 2009, the Company
    generated cash of approximately $17.9 million from
    operating activities. The cash generated resulted from higher
    overall earnings, reductions in inventory and prepaid asset
    balances, and increases in accrued expenses and income taxes
    payable. These items were partially offset by an increase in
    accounts receivable. 18




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
    Investing Activities.  The Company used
    approximately $1.6 million of cash during fiscal 2009 for
    investing activities, primarily related to capital expenditures
    for property and equipment.
    Financing Activities.  The Company used cash of
    $16.5 million for financing activities during fiscal 2009.
    Of this amount, $12.4 million related to net payments on
    the Companys credit facility, $2.0 million related to
    the redemption of the Companys Series C Convertible
    Preferred Stock, $0.8 million related to principal payments
    on long-term debt, $0.6 million related to dividends on the
    Companys common and preferred stock, and $0.8 million
    related to principal payments on long-term debt classified as
    discontinued operations. Offsetting these items was
    $0.1 million in proceeds received from the exercise of
    stock options.
    Cash on Hand/Working Capital.  As of September
    2009, the Company had cash on hand of $0.3 million and
    working capital (current assets less current liabilities) of
    $35.7 million. This compares to cash on hand of
    $0.5 million and working capital of $38.9 million at
    September 2008. During the fiscal year the Company paid down its
    revolving credit facility by $12.4 million with earnings
    and cash generated through improved inventory management which
    had the impact of reducing working capital.  CREDIT
    AGREEMENT
    
    A June 2011 maturity date.
    A $55.0 million revolving credit limit, plus the
    outstanding balance on Term Note A. Term Note A had an
    outstanding balance of $0.2 million at September 30,
    2009.
    The Facility bears interest at either the banks prime rate
    or at LIBOR plus 250 basis points, at the election of the
    Company.
    The Facility provides for an additional $5.0 million of
    credit available for certain inventory purchases. These advances
    bear interest at the banks prime rate plus one-quarter of
    one-percent
    (1/4%)
    per annum and are payable within 45 days of each advance.
    Lending limits subject to accounts receivable and inventory
    limitations, and an unused commitment fee equal to one-quarter
    of one percent
    (1/4%)
    per annum on the difference between the maximum loan limit and
    average monthly borrowings.
    Collateral including all of the Companys equipment,
    intangibles, inventories, and accounts receivable.
    Provides that the Company may not pay dividends on its common
    stock in excess of $0.72 per share on an annual basis.
    The Facility includes a prepayment penalty equal to one-half of
    one percent
    (1/2%)
    of the original maximum loan limit ($60.4 million) if the
    Company prepays the entire Facility or terminates the credit
    agreement on or before June 30, 2010.    day-to-day.
 19




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CROSS
    DEFAULT AND CO-TERMINUS PROVISIONS
    REDEMPTION
    OF SERIES C CONVERTIBLE PREFERRED STOCK
    DIVIDEND
    PAYMENTS
      OTHER
      OFF-BALANCE
    SHEET ARRANGEMENTS
    LIQUIDITY
    RISK
   20




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##### Table of Contents



OTHER
    MATTERS  Critical Accounting Estimates
  GENERAL
      ALLOWANCE
    FOR DOUBTFUL ACCOUNTS
  NATURE OF ESTIMATES REQUIRED.
  ASSUMPTIONS AND APPROACH USED.
  
    Historical collections  Represented as the amount of
    historical uncollectible accounts as a percent of total accounts
    receivable.
    Specific credit exposure on certain accounts 
    Identified based on managements review of the accounts
    receivable portfolio and taking into account the financial
    wherewithal of particular customers that management deems to
    have a higher risk of collection.
    Market conditions  We consider a broad range of
    industry trends and macro-economic issues which may impact the
    creditworthiness of our customers.  INVENTORIES
  NATURE OF ESTIMATES REQUIRED.
 21




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ASSUMPTIONS AND APPROACH USED.
  
    Slow moving products  Items identified as slow moving
    are evaluated on a
    case-by-case
    basis for impairment.
    Obsolete/discontinued inventory  Products identified
    that are near or beyond their expiration dates. We may also
    discontinue carrying certain product lines for our customers. As
    a result, we estimate the market value of this inventory as if
    it were to be liquidated.
    Estimated salvage value/sales price  The salvage
    value of the inventory is estimated using managements
    evaluation of the congestion in the distribution channels and
    experience with brokers and inventory liquidators to determine
    the salvage value of the inventory.  DEPRECIATION,
    AMORTIZATION AND IMPAIRMENT OF LONG-LIVED ASSETS
    NATURE OF ESTIMATES REQUIRED.
  ASSUMPTIONS AND APPROACH USED.
  debt-to-equity
  INSURANCE
    ASSUMPTIONS AND APPROACH USED.
    
    Historical claims experience  We review loss runs for
    each month to calculate the average monthly claims experience.
    Lag period for reporting claims  Based on analysis
    and consultation with our third party administrator, our
    experience is such that we have a minimum of a one month lag
    period in which claims are reported. 22




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##### Table of Contents




    Historical claims experience  We review prior
    years loss runs to estimate the average annual expected
    claims and review monthly loss runs to compare our estimates to
    actual claims.
    Lag period for reporting claims  We utilize the
    assistance of our insurance agent to trend and develop reserves
    on reported claims in order to estimate the amount of incurred
    but unreported claims. Our insurance agent uses standard
    insurance industry loss development models.  INCOME
    TAXES
      ASSUMPTIONS AND APPROACH USED.
    
    our current financial position;
    historical financial information;
    future reversals of existing taxable temporary differences;
    future taxable income exclusive of reversing temporary
    differences and carryforwards;
    taxable income in prior carryback years; and
    tax planning strategies.  REVENUE
    RECOGNITION
    NATURE OF ESTIMATES REQUIRED.
  ASSUMPTIONS AND APPROACH USED.
  
    Sales discounts  We use historical experience to
    estimate the amount of accounts receivable that will not be
    collected due to customers taking advantage of authorized term
    discounts.
    Volume sales incentives  We use historical experience
    in combination with quarterly reviews of customers sales
    progress in order to estimate the amount of volume incentives
    due to the customers on a periodic basis. 23




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##### Table of Contents



Recently
    Issued Accounting Pronouncements
      (Accounting for Transfers of Financial
    Assets)
  (Amendments to FASB Interpretation:
    Consolidation of Variable Interest
    Entities)
  No. 2009-05 2009-05),
  260-10 (Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating
    Securities)
  350-30 (Determination of the Useful Life of Intangible
    Assets)
  (Fair Value
    Measurements)
 24




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##### Table of Contents



810-10-65-1) (Noncontrolling Interest in Consolidated Financial
    Statements)
  (Business Combinations 
    revised
  805-20 (Accounting for Assets Acquired and Liabilities Assumed
    in a Business Combination That Arise From
    Contingencies)
  FORWARD
    LOOKING STATEMENTS
  Form 10-K,
  
    increases in state and federal excise taxes on cigarette and
    tobacco products, including recent increases in federal excise
    taxes imposed in connection with the State Childrens
    Health Insurance Program (SCHIP) law,
    regulation of cigarette and tobacco products by the
    U.S. Food and Drug Administration (FDA), in
    addition to existing state and federal regulations by other
    agencies,
    potential bans imposed by the FDA on the manufacture,
    distribution, and sale of certain cigarette and tobacco products,
    increases in manufacturer prices,
    increases in inventory carrying costs and customer credit risk,
    changes in promotional and incentive programs offered by
    manufacturers,
    decreased availability of capital resources
    demand for the Companys products, particularly cigarette
    and tobacco products,
    new business ventures or acquisitions,
    domestic regulatory and legislative risks,
    competition,
    poor weather conditions, 25




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##### Table of Contents




    increases in fuel prices,
    consolidation trends within the convenience store industry,
    other risks over which the Company has little or no control, and
    any other factors not identified herein.    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   26




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA   
 Index to 2009 Consolidated Financial StatementsReport of Independent Registered Public
    Accounting Firm


28Consolidated Balance Sheets as of September 2009
    and September 2008


29Consolidated Statement of Operations for the
    Fiscal Years Ended September 2009 and September 2008


30Consolidated Statement of Shareholders
    Equity for the Fiscal Years Ended September 2009 and September
    2008


31Consolidated Statement of Cash Flows for the
    Fiscal Years Ended September 2009 and September 2008


32Notes to Consolidated Financial Statements


34   27




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
          McGLADREY &
    PULLEN LLP
    28




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##### Table of Contents



AMCON
    Distributing Company and Subsidiaries
  CONSOLIDATED
    BALANCE SHEETS
  September 30,2009


2008ASSETSCurrent assets:Cash

$
309,914


$
457,681Accounts receivable, less allowance for doubtful accounts of
    $0.9 million and $0.8 million in 2009 and 2008,
    respectively


28,393,198



27,198,414Inventories, net


34,486,027



37,330,969Deferred income taxes


1,701,568



1,260,609Current assets of discontinued operations






18,947Prepaid and other current assets


1,728,576



3,519,650Total current assets


66,619,283



69,786,270Property and equipment, net


11,256,627



10,907,541Goodwill


5,848,808



5,848,808Other intangible assets, net


3,373,269



3,373,269Deferred income taxes






234,171Non-current assets of discontinued operations






2,032,047Other assets


1,026,395



1,123,252$
88,124,382


$
93,305,358LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
15,222,689


$
14,738,214Accrued expenses


6,768,924



5,275,697Accrued wages, salaries and bonuses


3,257,832



2,636,699Income taxes payable


3,984,258



313,021Current liabilities of discontinued operations






4,041,837Current maturities of credit facility


177,867



3,046,000Current maturities of long-term debt


1,470,445



787,128Total current liabilities


30,882,015



30,838,596Credit facility, less current maturities


22,655,861



32,155,005Deferred income taxes


1,256,713



Long-term debt, less current maturities


5,066,185



6,525,881Noncurrent liabilities of discontinued operations






6,542,310Series A cumulative, convertible preferred stock,
    $.01 par value 100,000 authorized and issued, liquidation
    preference $25.00 per share


2,500,000



2,438,355Series B cumulative, convertible preferred stock,
    $.01 par value 80,000 authorized and issued, liquidation
    preference $25.00 per share


2,000,000



1,857,645Series C cumulative, convertible preferred stock,
    $.01 par value 80,000 authorized and issued at
    September 30, 2008, liquidation preference $25.00 per share






1,982,372Commitments and contingencies (Note 13)Shareholders equity:Preferred stock, $0.01 par value, 1,000,000 shares
    authorized, 180,000 shares outstanding and issued in
    Series A and B at September 2009 and 260,000 shares
    outstanding and issued in Series A, B and C at September
    2008 referred to above






Common stock, $0.01 par value, 3,000,000 shares
    authorized, 573,232 shares outstanding at September 2009
    and 570,397 shares outstanding at September 2008


5,732



5,704Additional paid-in capital


7,617,494



6,995,948Retained earnings


16,140,382



3,963,542Total shareholders equity


23,763,608



10,965,194$
88,124,382


$
93,305,358    29




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##### Table of Contents



AMCON
    Distributing Company and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal Years Ended September2009


2008Sales (including excise taxes of $263.7 million and
    $206.8 million, respectively)

$
907,953,044


$
860,451,122Cost of sales


839,813,225



795,774,780Gross profit


68,139,819



64,676,342Selling, general and administrative expenses


51,539,775



51,631,324Depreciation and amortization


1,216,089



1,386,21852,755,864



53,017,542Operating income


15,383,955



11,658,800Other expense (income):Interest expense


1,627,373



2,986,215Other income, net


(104,259
)


(114,613
)1,523,114



2,871,602Income from continuing operations before income tax expense


13,860,841



8,787,198Income tax expense


5,367,000



3,194,000Income from continuing operations


8,493,841



5,593,198Discontinued operations (Note 2)Gain on asset disposal and debt settlement, net of income tax
    expense of $2.7 million


4,666,264



Loss from discontinued operations, net of income tax benefit of
    $0.1 million and $0.2 million, respectively


(186,370
)


(260,952
)Income (loss) on discontinued operations


4,479,894



(260,952
)Net income


12,973,735



5,332,246Dividends on convertible preferred stock


(568,653
)


(419,839
)Net income available to common shareholders

$
12,405,082


$
4,912,407Basic earnings (loss) per share available to common shareholders:Continuing operations

$
14.45


$
9.65Discontinued operations


8.16



(0.49
)Net basic earnings per share available to common shareholders

$
22.61


$
9.16Diluted earnings (loss) per share available to common
    shareholders:Continuing operations

$
10.87


$
6.57Discontinued operations


5.74



(0.31
)Net diluted earnings per share available to common shareholders

$
16.61


$
6.26Weighted average shares outstanding:Basic


548,616



536,319Diluted


781,265



851,298    30




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##### Table of Contents



AMCON
    Distributing Company and Subsidiaries



CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY  Additional


RetainedCommon Stock


Paid in


EarningsShares


Amount


Capital


(Deficit)


TotalBalance, September 30, 2007


529,436


$
5,295


$
6,396,131


$
(857,895
)

$
5,543,531Dividends on common stock, $0.16 per share














(90,970
)


(90,970
)Dividends on convertible preferred stock














(419,839
)


(419,839
)Compensation expense on stock-based incentive plans










435,250







435,250Issuance of stock in connection with stock-based incentive plans


40,961



409



147,975







148,384Net excess tax benefit on stock-based incentive plans










16,592







16,592Net income














5,332,246



5,332,246Balance, September 30, 2008


570,397



5,704



6,995,948



3,963,542



10,965,194Dividends on common stock, $0.40 per share














(228,242
)


(228,242
)Dividends on convertible preferred stock














(568,653
)


(568,653
)Compensation expense on stock-based incentive plans










531,600







531,600Issuance of stock in connection with stock-based incentive plans


2,835



28



87,701







87,729Net excess tax benefit on stock-based incentive plans










2,245







2,245Net income














12,973,735



12,973,735Balance, September 30, 2009


573,232


$
5,732


$
7,617,494


$
16,140,382


$
23,763,608    31




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##### Table of Contents



AMCON
    Distributing Company and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Fiscal Years Ended September2009


2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
12,973,735


$
5,332,246Deduct: Income (loss) from discontinued operations, net of tax


4,479,894



(260,952
)Income from continuing operations


8,493,841



5,593,198Adjustments to reconcile income from continuing operations to
    net cash flows from operating activities:Depreciation


1,216,089



1,359,417Amortization






26,801Loss (gain) on sale of property and equipment


24,915



(39,619
)Stock based compensation


531,600



435,250Net excess tax benefit on equity-based awards


(2,245
)


(16,592
)Deferred income taxes


1,049,925



2,719,652Provision for losses on doubtful accounts


124,574



505,000Provision for losses on inventory obsolescence


299,155



101,998Changes in assets and liabilities:Accounts receivable


(1,319,358
)


145,524Inventories


2,545,787



(7,694,240
)Prepaid and other current assets


1,791,074



2,415,558Other assets


96,857



(30,102
)Accounts payable


(80,446
)


(515,348
)Accrued expenses and accrued wages, salaries and bonuses


2,113,154



415,879Income taxes payable


3,673,482



(38,160
)Net cash flows from operating activities  continuing
    operations


20,558,404



5,384,216Net cash flows from operating activities 
    discontinued operations


(2,673,712
)


(230,042
)Net cash flows from operating activities


17,884,692



5,154,174CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment


(1,673,432
)


(845,156
)Proceeds from sales of property and equipment


107,255



86,209Net cash flows from investing activities


(1,566,177
)


(758,947
)CASH FLOWS FROM FINANCING ACTIVITIES:Net payments on bank credit agreements


(12,367,277
)


(3,653,175
)Principal payments on long-term debt


(788,712
)


(656,092
)Proceeds from exercise of stock options


87,729



148,384Net excess tax benefit on equity-based awards


2,245



16,592Redemption of Series C convertible preferred stock


(2,000,000
)


Dividends paid on convertible preferred stock


(347,025
)


(419,839
)Dividends on common stock


(228,242
)


(90,970
)Net cash flows from financing activities  continuing
    operations


(15,641,282
)


(4,655,100
)Net cash flows from financing activities 
    discontinued operations


(825,000
)


Net cash flow from financing activities


(16,466,282
)


(4,655,100
)Net change in cash


(147,767
)


(259,873
)Cash, beginning of year


457,681



717,554Cash, end of year

$
309,914


$
457,681  32




---



##### Table of Contents



AMCON
    Distributing Company and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (Continued)
  Fiscal Years2009


2008Supplemental disclosure of cash flow information:Cash paid during the year for interest

$
1,719,895


$
3,116,098Cash paid during the year for income taxes


3,249,594



354,508Supplemental disclosure of non-cash information:Constructive dividends on Series A, B and C ConvertiblePreferred Stock

$
221,628



Acquisition of equipment through capital leases


12,333



277,624Equipment acquisitions classified as accounts payable


11,580



TSI disposition  discontinued operations:Property and equipment, net

$
(2,032,047)



Accrued expenses


(925,452)



Long-term debt


(6,945,548)



Deferred gain on CPH settlement


(1,542,312)



    33




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES:  (a) Company
    Operations:
          (b) Accounting
    Period:
    (c) Principles
    of Consolidation and Basis of Presentation:
    (d) Cash
    and Accounts Payable:
    (e) Accounts
    Receivable:
   34




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (f) Inventories:
    (g) Prepaid
    Expenses and Other Current Assets:
  A summary of prepaid expenses and other current assets is as
    follows (in millions):   September


September2009


2008Prepaid expenses

$
1.0


$
1.1Prepaid inventory


0.7



2.4$
1.7


$
3.5     (h) Property
    and Equipment:
    YearsBuildings

40Warehouse equipment

5-7Furniture, fixtures and leasehold improvements

2-12Vehicles

5     (i) Long-Lived
    Assets:
    (j) Goodwill,
    Intangible and Other Assets:
    non-amortization non-amortization
 35




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (k) Debt
    Issuance Costs:
    (l) Revenue
    Recognition:
    (m) Insurance:
    (n) Income
    Taxes:
    (o) Stock-Based
    Compensation:
    (p) Customer
    Sales Incentives:
   36




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (q) Per-share
    results:
    (r) Use
    of Estimates:
    (s) Recently
    Issued Accounting Standards:
    (Accounting for Transfers of Financial
    Assets)
  (Amendments to FASB
    Interpretation:  Consolidation of Variable Interest
    Entities
  No. 2009-05 2009-05),
  260-10 (Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating
    Securities)
  350-30 (Determination of the Useful Life of Intangible
    Assets)
  (Fair Value
    Measurements)
 37




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    810-10-65-1) (Noncontrolling Interest in Consolidated Financial
    Statements)
  (Business Combinations 
    revised)
  805-20 (Accounting for Assets Acquired and Liabilities Assumed
    in a Business Combination That Arise From
    Contingencies)
  2.
    DISPOSITIONS        Year EndedSeptember2009


2008Operating loss

$
(0.1
)

$
(0.2
)Interest expense


(0.2
)


(0.2
)Gain on asset disposal and debt settlement


7.4



Income tax expense (benefit)


2.6



(0.1
)Gain (loss) from discontinued operations


4.5



(0.3
)  38




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September


September2009


2008Fixed assets  Total noncurrent assets of discontinued
    operations

$



$
2.0Accounts payable

$



$
0.5Accrued expenses






0.7Current portion of long-term debt due related party






2.8Total current liabilities of discontinued operations

$



$
4.0Deferred gain on CPH settlement

$



$
1.5Long-term debt, less current portion






5.0Noncurrent liabilities of discontinued operations

$



$
6.5   3.
    CONVERTIBLE
    PREFERRED STOCK:    Series A

Series BDate of issuance:

June 17, 2004

October 8, 2004Optionally redeemable beginning

June 18, 2006

October 9, 2006Par value (gross proceeds):

$2,500,000

$2,000,000Number of shares:

100,000

80,000Liquidation preference per share:

$25.00

$25.00Conversion price per share:

$30.31

$24.65Number of common shares in which to be converted:

82,481

81,136Dividend rate:

6.785%

6.37%        39




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    EARNINGS
    (LOSS) PER SHARE:      For Fiscal Years2009


2008Basic


BasicWeighted average number of shares outstanding


548,616



536,319Income from continuing operations

$
8,493,841


$
5,593,198Deduct: convertible preferred stock dividends


(568,653
)


(419,839
)$
7,925,188


$
5,173,359Income (loss) income from discontinued operations

$
4,479,894


$
(260,952
)Net income available to common shareholders

$
12,405,082


$
4,912,407Income per share from continuing operations

$
14.45


$
9.65Income (loss) per share from discontinued operations


8.16



(0.49
)Net earnings per share available to common shareholders

$
22.61


$
9.16  40




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2009


2008Diluted


DilutedWeighted average common shares outstanding


548,616



536,319Weighted average of net additional shares outstanding assuming
    dilutive options exercised and proceeds used to purchase
    treasury stock/1/


232,649



314,979Weighted average number of shares outstanding


781,265



851,298   2009


2008Diluted


DilutedIncome from continuing operations

$
8,493,841


$
5,593,198Deduct: convertible preferred stock dividends/2/






$
8,493,841


$
5,593,198Income (loss) from discontinued operations

$
4,479,894


$
(260,952
)Net income available to common shareholders

$
12,973,735


$
5,332,246Income per share from continuing operations

$
10.87


$
6.57Income (loss) per share from discontinued operations


5.74



(0.31
)Net earnings per share available to common shareholders

$
16.61


$
6.26     /1/
    
    Diluted earnings per share calculation includes all stock
    options, Convertible Preferred Stock, and restricted stock
    deemed to be dilutive./2/
    
    Diluted earnings per share calculation excludes dividend
    payments for Convertible Preferred Stock deemed to be dilutive,
    as those amounts are assumed to have been converted to common
    stock of the Company.  5.
    PROPERTY
    AND EQUIPMENT, NET:    2009


2008Land

$
648,818


$
648,818Buildings and improvements


9,133,476



9,082,533Warehouse equipment


7,104,959



6,665,006Furniture, fixtures and leasehold improvements


7,179,610



7,162,158Vehicles


1,648,496



1,506,747Capital equipment leases


381,300



368,967Construction in progress


536,499



26,633,158



25,434,229Less accumulated depreciation and amortization:Owned buildings and equipment


(15,212,951
)


(14,457,774
)Capital equipment leases


(163,580
)


(68,914
)$
11,256,627


$
10,907,541   6.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS:    2009


2008Wholesale

$
3,935,931


$
3,935,931Retail


1,912,877



1,912,877$
5,848,808


$
5,848,808  41




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Trademarks and tradenames

$
3,373,269


$
3,373,269$
3,373,269


$
3,373,269     7.
    OTHER
    ASSETS:    2009


2008Cash surrender value of life insurance policies

$
819,343


$
808,667Other


207,052



314,585$
1,026,395


$
1,123,252   8.
    DEBT:    CREDIT
    FACILITY
    2009


2008Revolving portion of the Facility, interest payable at LIBOR
    plus 250 basis points (2.82% at September 2009), principal
    due June 2011

$
22,655,861


$
34,836,872Term Note A, payable in monthly installments of $16,333
    plus interest at the banks prime rate (3.25% at September
    2009)


177,867



364,13322,833,728



35,201,005Less current maturities


177,867



3,046,000$
22,655,861


$
32,155,005     
    A June 2011 maturity date.
    A $55.0 million revolving credit limit, plus the
    outstanding balance on Term Note A. Term Note A had an
    outstanding balance of $0.2 million at September 30,
    2009.
    The Facility bears interest at either the banks prime rate
    or at LIBOR plus 250 basis points, at the election of the
    Company.
    The Facility provides for an additional $5.0 million of
    credit available for certain inventory purchases. These advances
    bear interest at the banks prime rate plus one-quarter of
    one-percent (1/4%) per annum and are payable within 45 days
    of each advance. 42




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Lending limits subject to accounts receivable and inventory
    limitations, and an unused commitment fee equal to one-quarter
    of one percent (1/4%) per annum on the difference between the
    maximum loan limit and average monthly borrowings.
    Collateral including all of the Companys equipment,
    intangibles, inventories, and accounts receivable.
    Provides that the Company may not pay dividends on its common
    stock in excess of $0.72 per share on an annual basis.
    The Facility includes a prepayment penalty equal to one-half of
    one percent
    (1/2%)
    of the original maximum loan limit ($60.4 million) if the
    Company prepays the entire Facility or terminates the credit
    agreement on or before June 30, 2010.    LONG-TERM
    DEBT:
    Continuing Operations

2009


2008Note payable to a bank (Real Estate Loan), interest
    payable at a fixed rate of 6.75% with monthly installments of
    principal and interest of $58,303 per month through May 2013
    with remaining principal due June 2013, collateralized by two
    owned distribution facilities

$
5,185,256


$
5,517,542Note payable to a bank, interest payable monthly at a fixed rate
    of 6.33% plus monthly principal payments of $4,100 through
    December 2009 at which time the remaining principal is due,
    collateralized by the Rapid City building and equipment


770,800



820,000Note payable to a bank, interest payable monthly at a fixed rate
    of 6.33% plus monthly principal payments of $8,000,
    collateralized by the Rapid City building and equipment






71,429Obligations under capital leases, payable in monthly
    installments with interest rates from 4.91% to 8.25% through
    April 2012


165,714



288,533Notes payable, interest payable at a fixed rate between
    8.0%  9.5% with monthly installments of principal and
    interest of $2,226  $2,677 per month through July
    2011 collateralized by delivery vehicles


87,525



136,205Note payable, interest payable discounted at a rate of 8.25%
    with quarterly installments of principal and interest of
    $31,250  $46,875 through October 2011, secured by
    Mr. Wrights personal guaranty (see Note 12)


327,335



479,3006,536,630



7,313,009Less current maturities  continuing operations


1,470,445



787,128$
5,066,185


$
6,525,881   43




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Discontinued Operations

2009/1/


2008Note payable, fixed rate of 5.0% compounded annually, principal
    and interest due September 2012, collateralized by substantially
    all of TSIs assets






5,000,000Revolving credit facility due to a related party, principal and
    interest due December 2005, bearing interest at 8.0% per annum,
    collateralized by a second mortgage on an equal basis with the
    Companys existing second mortgage on TSIs real
    property






1,000,000Notes due to related parties, principal and interest due
    December 2005, interest at 7.0% per annum






1,000,000Notes due to related party, principal and interest due December
    2005, bearing interest at 300 basis above the yield on
    10-year
    treasury notes






750,000



7,750,000Less current maturities  discontinued operations






2,750,000$



$
5,000,000     /1/
    
    See comments in Note 2 related to settlement of TSI notes
    during fiscal 2009.    Fiscal Year Ending2010

$
1,470,4452011


584,4552012


440,1902013


4,041,5402014


Thereafter


$
6,536,630     Cross
    Default and Co-Terminus Provisions
    Capital
    leases
   44




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    9.
    OTHER
    INCOME, NET:    2009


2008Interest income

$
50,033


$
54,047Royalty






31,041Other


54,226



29,525$
104,259


$
114,613   10.
    INCOME
    TAXES:    2009


2008Current: Federal

$
3,730,935


$
346,453Current: State


586,140



127,8954,317,075



474,348Deferred: Federal


945,877



2,489,052Deferred: State


104,048



230,6001,049,925



2,719,652Income tax expense

$
5,367,000


$
3,194,000     2009


2008Tax at statutory rate

$
4,851,295


$
2,987,648Amortization of goodwill and other intangibles


(5,207
)


(5,207
)Nondeductible business expenses


30,758



34,554State income taxes, net of federal tax benefit


421,636



236,607Valuation allowance, state net operating losses


(25,422
)


43,822Other


93,940



(103,424
)$
5,367,000


$
3,194,000  45




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Deferred tax assets:Current:Allowance for doubtful accounts

$
337,193


$
290,435Accrued expenses


879,806



834,611Inventory


441,248



332,528AMT credit carry forwards






58,352Other


316,608



61,5971,974,855



1,577,523Noncurrent:Property and equipment

$
625,536


$
788,159Intangible assets






1,174,815Net operating loss carry forwards  federal


564,009



610,051Net operating loss carry forwards  state


669,092



910,2891,858,637



3,483,314Total deferred tax assets


3,833,492



5,060,837Valuation allowance


(940,846
)


(1,145,979
)Net deferred tax assets

$
2,892,646


$
3,914,858Deferred tax liabilities:Current:Trade discounts

$
273,287


$
316,914273,287



316,914Noncurrent:Property and equipment


620,489



783,590Goodwill


701,104



608,185Section 481 deferral


355,694



711,389Intangible assets


497,217



2,174,504



2,103,164Total deferred tax liabilities

$
2,447,791


$
2,420,078Net deferred tax assets (liabilities):Current

$
1,701,568


$
1,260,609Noncurrent


(1,256,713
)


234,171$
444,855


$
1,494,780    46




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    PROFIT
    SHARING PLAN:    12.
    RELATED
    PARTY TRANSACTIONS:          13.
    COMMITMENTS
    AND CONTINGENCIES:  Future
    Lease Obligations
   47




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Capital


OperatingFiscal Year Ending

Leases


Leases2010

$
132,667


$
3,752,3492011


38,280



3,077,6742012


2,647



2,531,0072013






1,931,4232014






1,031,582Thereafter






1,387,888Total minimum lease payments

$
173,594


$
13,711,923Less amount representing interest


7,880Present value of net minimum lease payments

$
165,714   Liability
    Insurance
          14.
    EQUITY-BASED
    INCENTIVE AWARDS:  Stock
    Options
     48




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number ofOptions





NumberDate




Exercise Price





Outstanding





ExercisableFiscal 2000





$
34.50







1,956







1,956Fiscal 2003





$
28.80







2,336







2,336Fiscal 2007





$
18.00







25,000







16,66629,292







20,958Stock options issued and outstanding to the Companys
    outside directors at September 2009 are summarized as follows:Number ofOptions





NumberDate




Exercise Price





Outstanding





ExercisableFiscal 2002





$
26.94







834







834The following summarizes all stock options outstanding at
    September 2009:Remaining





ExercisableExercise


Number


Weighted-Average


Weighted-Average


Number


Weighted-AveragePrice


Outstanding


Contractual Life


Exercise Price


Exercisable


Exercise Price2000 Options

$
34.50



1,956



0.70 years


$
34.50



1,956


$
34.502002 Options

$
26.94



834



2.87 years


$
26.94



834


$
26.942003 Options

$
28.80



2,336



3.04 years


$
28.80



2,336


$
28.802007 Options

$
18.00



25,000



7.20 years


$
18.00



16,666


$
18.0030,126






$
20.16



21,792


$
20.98     Number of


Weighted AverageShares


Exercise PriceOutstanding at September 2008


42,120


$
26.80Granted






Exercised


(2,835
)

$
30.99Forfeited/Expired


(9,159
)

$
47.35Outstanding at September 2009


30,126


$
20.16Options exercisable at end of period


21,792        49




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Omnibus
    Plan
      Restricted Stock/1/

Restricted Stock /2/Date of award:

December 6, 2007

January 29, 2008Number of shares:

24,000

7,500Service period:

34 months

36 monthsEstimated fair value of award at grant date/3/:

$963,000

$229,000Intrinsic value of awards outstanding at September 2009:

$976,000

$305,000     /1/
    
    8,000 shares were vested at September 2009. The remaining
    16,000 shares will vest in equal amounts (8,000 per year)
    on October 16, 2009 and October 16, 2010./2/
    
    2,500 shares were vested at September 2009. The remaining
    5,000 shares will vest in equal amounts (2,500 per year) on
    January 29, 2010 and January 29, 2011./3/
    
    Amount is net of estimated forfeitures.  and/or
      Weighted AverageNumber of


Grant DateShares


Fair ValueNonvested restricted stock at September 2008


31,500


$
40.16Granted






Vested


(10,500
)

$
40.16Expired






Nonvested restricted stock at September 2009


21,000


$
40.16    50




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    BUSINESS
    SEGMENTS:    WholesaleDistribution


Retail


Other/1/


ConsolidatedFISCAL YEAR ENDED 2009:External revenues:Cigarettes

$
646,410,368


$



$



$
646,410,368Confectionery


65,004,545











65,004,545Health food






36,616,477







36,616,477Tobacco, food service & other


159,921,654











159,921,654Total external revenues


871,336,567



36,616,477







907,953,044Depreciation


1,000,137



211,365



4,587



1,216,089Operating income (loss)


17,442,291



3,490,989



(5,549,325
)


15,383,955Interest expense


517,383



573,737



536,253



1,627,373Income (loss) from continuing operations before taxes


16,962,838



2,958,236



(6,060,233
)


13,860,841Total assets


75,507,359



11,605,457



1,011,566



88,124,382Capital expenditures


1,172,059



501,373







1,673,432FISCAL YEAR ENDED 2008:External revenues:Cigarettes

$
604,064,437


$



$



$
604,064,437Confectionery


61,831,556











61,831,556Health food






39,218,465







39,218,465Tobacco, food service & other


155,336,664











155,336,664Total external revenues


821,232,657



39,218,465







860,451,122Depreciation


1,006,613



350,092



2,712



1,359,417Amortization






26,801







26,801Operating income (loss)


12,159,376



3,701,901



(4,202,477
)


11,658,800Interest expense


705,981



998,973



1,281,261



2,986,215Income (loss) from continuing operations before taxes


11,493,183



2,746,712



(5,452,697
)


8,787,198Total assets


77,462,906



11,726,718



4,115,734



93,305,358Capital expenditures


681,533



163,623







845,156     /1/
    
    Includes intercompany eliminations, charges incurred by the
    holding company, and assets of discontinued operations. 51




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    SUBSEQUENT
    EVENTS:         52




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
    Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
    Regulation S-K
   53




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##### Table of Contents



Limitations
    on Effectiveness of Controls
    Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.  OTHER
    INFORMATION
   PART III ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Our Board
    of Directors
   54




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##### Table of Contents



Name

Age

Position With Our Company

Director SinceClass I: Term to expire in 2010Jeremy W. Hobbs


49


Director


2006Stanley Mayer


64


Director


2002Class II: Term to expire in 2011Christopher H. Atayan


49


Chief Executive Officer, Chairman, Director


2004Raymond F. Bentele


73


Director


2002Class III: Term to expire in 2012Kathleen M. Evans


62


President, Director


1986John R. Loyack


46


Director


2003Timothy R. Pestotnik


49


Director


1998     Business
    Experience of our Directors
    Christopher H. Atayan
  Raymond F. Bentele
  Kathleen M. Evans
  Jeremy W. Hobbs
  John R. Loyack
  Stanley Mayer
  Timothy R. Pestotnik
 55




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##### Table of Contents



Audit
    Committee
    Code of
    Ethics
    Executive
    Officers
    Section 16(a)
    Beneficial Ownership Reporting Compliance
      ITEM 11.
    EXECUTIVE
    COMPENSATION.  Executive
    Compensation and Related Matters
  Compensation
    Discussion and Analysis
  General
   56




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##### Table of Contents



Compensation
    Philosophy and Objectives
    
    Attract and retain talented professionals, while emphasizing the
    challenges and rewards associated with a fast paced,
    stimulating, entrepreneurial environment.
    Align individual and strategic goals with those of our
    stockholders and customers. We believe that it is primarily the
    dedication, creativity, competence and experience of our entire
    workforce that enables us to compete, given the realities of the
    wholesale/retail industries in which we operate. History has
    demonstrated that our business is neither easily nor quickly
    mastered by people attempting to migrate from other industries.
    Hence, we attempt to retain our experienced, long-term
    employees, avoid employee turnover, create a cadre of dedicated
    professionals focused on increasing stockholder value, align the
    interests of our employees and stockholders and foster an
    ownership mentality in our executives by giving our employees a
    meaningful stake in our success through our equity incentive and
    cash bonus programs.
    Achieve meaningful results and add value to our company through
    a results-oriented reward structure. We attempt to link
    compensation closely to results by structuring a significant
    portion of executive compensation as at-risk compensation.
    Tailor individual incentives within different segments of our
    organization depending on the priorities and needs existing at
    the time. This facilitates individual focus to capitalize on
    opportunities and to correct weaknesses in a particular segment
    of the organization. Our branches and retail stores therein
    require empowered, capable, local management expertise to
    operate effectively. We attempt to encourage accountability in
    our division-level executives by using bonus targets tied to
    divisional or regional results and other, individually tailored,
    objectives.
    Integrate strategic goals and objectives throughout all facets
    of our organization. This enables quicker, more effective
    execution of our strategic corporate objectives. Our ability to
    modify and tailor the components of our cash bonus program
    allows us to revise these components from year to year and
    executive to executive as our strategic goals evolve.
    Simplicity is an important element of our compensation
    structure. With clear and unambiguous goals individuals can
    employ their best efforts.  Determining
    Compensation
   57




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##### Table of Contents



Compensation
    Components
    
    base salary;
    performance-based compensation;
    long-term equity incentive compensation; and
    perquisites and other personal benefits.  Base Salary.
    Performance-Based Compensation.
    
    Developing and implementing our companys strategic plan
    Increasing our companys enterprise value in a
    conservative, low-risk fashion
    Providing executive leadership to deploy our assets in a
    balanced fashion, recognizing the need to maximize liquidity,
    reduce debt, and generate cash flow
    Reducing long-term debt
    Developing and implementing a management structure to facilitate
    long term growth
    Ensuring our companys compliance with appropriate internal
    controls for financial reporting
    Initiating a strategic posture for our companys growth 58




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##### Table of Contents



Equity Incentives.
          Perquisites and other Personal Benefits.
 59




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##### Table of Contents



Termination
    and Change in Control Arrangements
    Policy
    Regarding Tax Deduction for Compensation Under Internal Revenue
    Code Section 162(m)
    Summary
    Compensation Table
    Non-Equity


NonqualifiedIncentive


DeferredStock


Option


Plan


Compensation


All otherSalary


Bonus


Awards


Awards


Compensation


Earnings


Compensation


TotalName and Principal Position

Fiscal Year


($)


($)


($)(1)


($)(2)


($)


($)


($)(3)


($)Christopher H. Atayan,


2009



425,000



1,431,250



212,494



115,200















2,183,944Chief Executive Officer &


2008



416,667



531,250



168,224



115,200















1,231,341Chairman


2007



385,000



385,000







57,600















827,600Kathleen M. Evans,


2009



375,000



125,000



















22,707



522,707President


2008



375,000



93,750



















20,107



488,8572007



375,000



75,000



















11,241



461,241Andrew C. Plummer,


2009



149,000



273,125



28,333















8,460



458,918Vice President, Secretary &


2008



149,000



62,500



22,430















7,139



241,069Chief Financial Officer


2007



130,000



30,000



















6,400



166,400Philip E. Campbell,


2009



110,000



75,000



28,333















4,400



217,733Senior Vice President of


2008



110,000



62,500



22,430















1,354



196,284Planning & Compliance(4)


2007



75,000



30,000























105,000Eric J. Hinkefent,


2009



150,000



63,000



70,831















20,356



304,187President of Chamberlins


2008



150,000



50,000



56,075















19,831



275,906Natural Foods, Inc. & Health Food Associates, Inc.


2007



150,000



40,000



















20,080



192,080     (1)
    
    The amounts in this column reflect the dollar amount recognized
    for financial statement reporting purposes for the applicable
    fiscal year, in accordance with SFAS No. 123R, for
    restricted stock awards granted to our named executive officers.
    Assumptions used in the calculation of these amounts for the
    applicable fiscal year are included in footnote 14 to our
    consolidated financial statements included in our Annual Report
    on Form 10-K
    for our 2008 fiscal year. 60




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##### Table of Contents



(2)
    
    The amounts in this column reflect the dollar amount recognized
    for financial statement reporting purposes for the applicable
    fiscal year, in accordance with SFAS No. 123R, for
    option awards granted to our named executive officers.
    Assumptions used in the calculation of these amounts for the
    applicable fiscal year are included in footnotes 14 and 15 to
    our consolidated financial statements included in our Annual
    Report on Form
    10-K for our
    2008 and 2007 fiscal years, respectively.(3)
    
    The amounts in this column for our 2009 fiscal year reflect the
    following compensation:  Company ProfitAuto


Life Insurance


Sharing PlanAllowance


Premiums


Contributions


TotalName

($)


($)(a)


($)(b)


($)Mr. Atayan














Ms. Evans


12,000



907



9,800



22,707Mr. Plummer










8,460



8,460Mr. Campbell










4,400



4,400Mr. Hinkefent


12,000







8,356



20,356     (a)

Reflects life insurance premiums paid by our company with
    respect to term life insurance policies.(b)

Reflects company matching contributions under our 401(k) profit
    sharing plan. Employees may contribute up to 100% of their
    compensation into this plan, subject to Internal Revenue Service
    limits. Our company matches 50% of the first 4% of compensation
    contributed and 100% of the next 2% of compensation contributed
    for a maximum company match equal to 4% of employee
    compensation.   (4)
    
    Mr. Campbell became the Senior Vice President of Planning
    and Compliance for our company in January 2007 at an annualized
    rate of $100,000.  Grants of
    Plan Based Awards
    Option
    Exercises and Stock Vesting
    Option Awards


Stock AwardsNumber of Shares





Number of SharesAcquired on


Value Realized on


Acquired on


Value RealizedExercise


Exercise


Vesting


on VestingName

(#)


($)(1)


(#)


($)(2)Mr. Atayan










5,000



93,000Ms. Evans














Mr. Plummer










666



12,369Mr. Campbell










666



12,369Mr. Hinkefent










1,666



30,988     (1)
    
    Determined by subtracting the exercise price of the options
    exercised from the opening market price of the underlying shares
    of our common stock on the date such options were exercised.(2)
    
    Determined based on the opening market price of our common stock
    on the October 16, 2008 vesting date for the shares. 61




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year End
    Option Awards


Stock AwardsEquityEquity


IncentiveEquity














Incentive


Plan Awards:Incentive














Plan Awards:


Market orPlan Awards:











Market


Number of


Payout ValueNumber of


Number of


Number of








Number of


Value of


Unearned


of UnearnedSecurities


Securities


Securities








Shares or


Shares or


Shares, Units


Shares, UnitsUnderlying


Underlying


Underlying








Units of


Units of


or Other


or OtherUnexercised


Unexercised


Unexercised


Option





Stock That


Stock That


Rights That


Rights ThatOptions


Options


Unearned


Exercise


Option


Have Not


Have Not


Have Not


Have Not(#)


(#)


Options


Price


Expiration


Vested


Vested


Vested


VestedName

Exercisable


Unexercisable


(#)


($)


Date


(#)


($)(3)


(#)


($)Mr. Atayan


16,666



8,334
(1)






18.00



12/12/16



































10,000
(2)


610,000







Ms. Evans


































Mr. Plummer






















1,334
(2)


81,374







Mr. Campbell






















1,334
(2)


81,374







Mr. Hinkefent






















3,334
(2)


203,374







     (1)
    
    The original grant of options was made on terms in which one
    third of the underlying shares would become exercisable on each
    of December 12, 2007, December 12, 2008, and
    December 12, 2009.(2)
    
    Subject to earlier forfeiture under the limited circumstances
    specified in our 2007 omnibus incentive plan and in the related
    award agreements with the respective award recipients, the
    original award of the shares of restricted stock was made on
    terms in which one-third of the shares would vest on each of
    October 16, 2008, October 16, 2009, and
    October 16, 2010.(3)
    
    Determined based on the closing market price of our common stock
    on September 30, 2009.  Equity
    Compensation Plan Information
    Number of securities





Number of securities remainingto be issued upon


Weighted-average


available for future issuance underexercise of outstanding


exercise price of


equity compensation plansoptions, warrants


outstanding options,


(excluding securities reflected inPlan Category

and rights


warrants and rights


column (a))(a)


(b)


(c)Equity compensation plans approved by security holders(1)


29,292


$
19.97



118,500Equity compensation plans not approved by security holders(2)


834



26.94



Total


30,126


$
20.16



118,500     (1)
    
    Consists of (i) our 2007 omnibus incentive plan, described
    below under 2007 Omnibus Incentive Plan,
    (ii) our nonqualified stock option agreement dated
    December 12, 2006 with Christopher H. Atayan, described
    below under CEO Option Award, and (iii) our
    1994 stock option plan, which expired in June 2004.(2)
    
    Consists of nonqualified stock option awards granted to our
    non-employee directors, as described below under Director
    Compensation. 62




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##### Table of Contents



2007
    Omnibus Incentive Plan
  non-employee
  Eligible Participants.
  Equity Plan Administration.
  Shares Subject to the Equity Plan.
  Stock Options.
  Stock Appreciation Rights.
  Restricted Stock and Restricted Stock Unit
    Grants.
  Performance Unit and Performance Shares.
 63




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##### Table of Contents



Bonus Shares and Deferred Shares.
  Restrictions on Transfer.
  Changes in Capital or Corporate Structure.
    CEO
    Option Award
         64




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##### Table of Contents



Employment
    and Other Compensatory Agreements
    Change of
    Control Agreements
        
    During any period prior to termination of employment that the
    officer fails to perform full-time duties as a result of
    disability, total compensation, including base salary, bonus and
    any benefits, will continue unaffected until either the officer
    returns to the full-time performance of duties or employment is
    terminated.
    If the officer is terminated for cause or other than for good
    reason, we will pay the officer his or her full base salary
    through the date of termination plus all other amounts to which
    the officer is then entitled under any of our compensation or
    benefit plans.
    If employment terminates by reason of death, benefits will be
    determined in accordance with our retirement, survivors
    benefits, insurance and other applicable programs and plans then
    in effect.
    If employment is either terminated by our company (other than
    for cause or disability) or terminated by the officer for good
    reason, the officer will be entitled to the following benefits:  
    All accrued compensation and benefits.
    Subject to adjustment, a severance payment in the form of a cash
    lump sum distribution equal to current annual compensation (as
    that term is defined in the Agreement) multiplied by two.
    Subject to adjustment, life and health insurance benefits (for
    24 months after termination or until the officer turns 65
    if earlier) that are substantially similar to those received
    immediately prior to the date of termination. These benefits
    will be provided at a cost to the officer that is no greater
    than the amount paid 65




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##### Table of Contents



for such benefits by active employees who participate in such
    company-sponsored welfare benefit plan or, if less, the amount
    paid for such benefits by the officer immediately prior to the
    event date.    After Change of ControlTermination





SurvivingPrior to Change of Control


w/o Cause


Termination


Entity RefusesTermination


Termination


Termination


or for


due to Death


to AssumeBenefit

due to Death


due to Disability


w/o Cause


Good Reason


or Disability


OptionsChristopher H. AtayanSeverance payment(1)













$
2,465,000







Continuation of insurance coverage(2)














21,300







Acceleration of stock option vesting(3)





















$
358,333Total for Mr. Atayan













$
2,486,300






$
358,333Kathleen M. EvansSeverance payment(1)













$
945,833







Continuation of insurance coverage(2)














8,900







Total for Ms. Evans













$
954,733







Eric J. HinkefentSalary benefits(4)

$
75,000


$
75,000










$
75,000



Severance payment(5)









$
200,000


$
200,000







Total for Mr. Hinkefent

$
75,000


$
75,000


$
200,000


$
200,000


$
75,000



     (1)
    
    Represents the amount calculated pursuant to the change of
    control agreement equal to the product of two times the
    sum of: the participants annual base salary rate in
    effect immediately prior to termination of employment, and the average of the actual bonus awarded to the
    participant, if any, for the three years immediately preceding
    termination of employment.This amount would be payable in a lump sum on the first day
    following the six month anniversary of the date of employment
    termination.(2)
    
    Represents the amount calculated pursuant to the change of
    control agreement equal to our estimated incremental cost for
    life and health insurance benefits provided to the participant
    for 24 months following termination, after giving effect to
    the portion paid by the participant.(3)
    
    Represents the value of any unvested stock options under the
    nonqualified stock option agreement that become fully
    exercisable based on the assumption that the surviving entity of
    the change of control of our company does not agree to assume
    such options. This value is calculated by multiplying the number
    of unvested shares underlying the option by the difference
    between the option exercise price and the closing market price
    of our common stock on September 30, 2009.(4)
    
    Represents the amount calculated pursuant to the employment
    agreement equal to Mr. Hinkefents base salary for the
    six months immediately following the date of employment
    termination due to death or disability.(5)
    
    Represents the amount calculated pursuant to the employment
    agreement equal to the sum of: Mr. Hinkefents annual base salary rate in
    effect at the time of employment termination, and the actual bonus awarded to Mr. Hinkefent, if
    any, for the immediately preceding year.This amount would be payable in a lump sum on the first day
    following the six month anniversary of the date of employment
    termination. 66




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##### Table of Contents



DIRECTOR
    COMPENSATION
    Director Fee

$
45,000Audit Committee Membership Fee(1)

$
5,000Committee Chairman Fee(2)

$
5,000Lead Director Fee

$
50,000     (1)
    
    Provided to all members of the audit committee, including the
    chairman.(2)
    
    Provided to directors serving as chairman of the audit
    committee, the compensation committee and the nominating and
    corporate governance committee.        Change inPension ValueandNonqualifiedFees Earned








Non-Equity


Deferredor Paid in





Option


Incentive Plan


Compensation


All OtherCash


Stock Awards


Awards


Compensation


Earnings


Compensation


TotalName

($)(1)


($)(2)


($)(3)


($)


($)


($)(4)


($)Raymond F. Bentele


50,000



15,360



















65,360Jeremy W. Hobbs


45,000



15,360



















60,360John R. Loyack


58,750



15,360



















74,110Stanley Mayer


50,000



15,360



















65,360Timothy R. Pestotnik


100,000



15,360



















115,360William F. Wright






















551,945



551,945     (1)
    
    The amounts in this column include director fees, committee
    chairman fees, audit committee membership fees, and lead
    director fees received for service as a director, committee
    chairman, audit committee member or lead director, as shown
    below.  Committee


Audit Committee





Total Fees PaidDirector Fee


Chairman Fee


Membership Fee


Lead Director Fee


in CashName

$


$


$


$


$Mr. Bentele


45,000



5,000











50,000Mr. Hobbs


45,000















45,000Mr. Loyack


45,000



8,750



5,000







58,750Mr. Mayer


45,000







5,000







50,000Mr. Pestotnik


45,000







5,000



50,000



100,000Mr. Wright


















  67




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##### Table of Contents



(2)
    
    The amounts in this column reflect the dollar amount recognized
    for financial statement reporting purposes for our 2009 fiscal
    year, in accordance with SFAS No. 123R, for restricted
    stock awards granted to our named directors in our 2008 fiscal
    year. Assumptions used in the calculation of these amounts are
    included in footnote 14 to our consolidated financial statements
    included in our Annual Report on Form
    10-K for our
    2008 fiscal year. The grant date fair value, computed in
    accordance with SFAS No. 123R, of the
    1,500 shares of restricted stock awarded to each named
    director in our 2008 fiscal year was $45,738. As of
    September 30, 2009, the number of unvested shares of
    restricted stock held by each named director was as follows:
    Mr. Bentele (1,000); Mr. Hobbs (1,000);
    Mr. Loyack (1,000); Mr. Mayer (1,000);
    Mr. Pestotnik (1,000), and Mr. Wright (0).(3)
    
    During our 2009 fiscal year, no stock options were granted to
    any of the named directors. As of September 30, 2009, the
    aggregate number of vested and unvested stock options held by
    each named director was as follows: Mr. Bentele (0);
    Mr. Hobbs (0); Mr. Loyack (0); Mr. Mayer (833);
    Mr. Pestotnik (0); and Mr. Wright (0).(4)
    
    The amounts in this column reflect for Mr. Wright $479,007
    paid to him under his September 2006 compensation agreement
    (which expired on December 31, 2009), a $24,000 auto
    allowance, $38,043 of life insurance premiums paid by our
    company with respect to a split dollar life insurance policy,
    $1,095 of life insurance premiums paid by our company with
    respect to a term life insurance policy, and $9,800 of company
    matching contributions under our 401(k) profit sharing plan.  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Ownership
    of our Common Stock
    
    each person known to us to own beneficially more than 5% of the
    aggregate number of the outstanding shares of our common stock;
    our chief executive officer, our principal financial officer and
    each of the other named executive officers;
    each of our directors and director nominees; and
    our executive officers and directors as a group. 68




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##### Table of Contents



Common StockNumber of Sharesand Nature ofBeneficial


Percent of SharesName of Beneficial Owner

Ownership


OutstandingDirectors and Executive Officers:Christopher H. Atayan(1)


257,788



37.5
%Kathleen M. Evans


24,457



4.3
%Philip E. Campbell


2,000




*Andrew C. Plummer


2,000




*Eric J. Hinkefent


5,000




*Raymond F. Bentele


2,333




*Jeremy W. Hobbs(2)


3,435




*John R. Loyack


2,333




*Stanley Mayer(3)


2,333




*Timothy R. Pestotnik


2,416




*William F. Wright(4)


24,139



4.2
%All directors and executive officers (11 persons as a
    group)(5)


304,095



44.1
%Other Principal Stockholders:Alexander Dawson Foundation(6)


81,135



12.5
%The Lifeboat Foundation(7)


37,849



6.6
%Fred Remer(8)


35,639



6.2
%     *
    
    Signifies less than 1%(1)
    
    The shares reported include (i) 25,000 shares that may
    be issued upon the exercise of stock options that are
    exercisable within 60 days, (ii) 82,481 shares of
    common stock issuable upon conversion of 100,000 shares of
    Series A Convertible Preferred Stock at a price of $30.31
    per share, (iii) 8,113 shares of common stock issuable
    upon conversion of shares of Series B Convertible Preferred
    Stock at the option of the holder, and
    (iv) 24,175 shares that are held by third parties,
    including William F. Wright, and which are covered by an
    irrevocable proxy under which Mr. Atayan is entitled to
    vote such shares at any meetings of our stockholders.(2)
    
    The shares reported include 1,906 shares held by the
    Draupnir Trust, over which Mr. Hobbs has the voting and
    dispositive power as the advisor. The shares reported do not
    include 37,849 shares of common stock held by the Lifeboat
    Foundation, of which Mr. Hobbs is a director.
    Mr. Hobbs disclaims beneficial ownership of the shares held
    by Lifeboat Foundation. The information provided is based on the
    Schedule 13D filed with the SEC on July 22, 2009.(3)
    
    The shares reported include 833 shares that may be issued
    upon the exercise of currently exercisable stock options.(4)
    
    Mr. Wright retired from our board on January 1, 2010.
    The shares reported include 10,250 shares of common stock
    held by AMCON Corporation, as to which Mr. Wright shares
    dispositive power, and 9,800 shares of common stock held by
    Aristide Investments, L.P. Christopher H. Atayan has the sole
    voting power with respect to all of the shares reported. The
    information provided is based on the Schedule 13D filed
    with the SEC on July 2, 2009 and other sources.(5)
    
    The shares reported include 90,594 shares that may be
    issued upon conversion of shares of our convertible preferred
    stock and 25,833 shares that may be issued upon the
    exercise of currently exercisable stock options.(6)
    
    The shares reported are issuable upon conversion of shares of
    our Series B Convertible Preferred Stock, held by Spencer
    Street Investments, Inc. (a wholly-owned subsidiary of Alexander
    Dawson, Inc., which is wholly-owned by Alexander Dawson
    Foundation). The information provided is based on the
    Schedule 13D filed with the SEC on November 12, 2004.
    The holders address is 4045 South Spencer Street,
    Suite 312, Las Vegas, NV 89119. 69




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##### Table of Contents



(7)
    
    The information provided is based on the Schedule 13D filed
    with the SEC on September 20, 2006. Mr. Hobbs is a
    member of Lifeboats board of directors. The holders
    address is 515 North State Street, Suite 2650, Chicago, IL
    60610.(8)
    
    This information was provided by Mr. Remer. His address is
    77 7th Ave Apt 15E New York, NY 10011.  Securities
    Authorized For Issuance Under Equity Compensation
    Plans
    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.  Certain
    Relationships and Related Party Transactions
  AMCON Corporation.
  Lending Arrangements.
    Retail Warehouse Space.
  and/or
  Director
    Independence
   70




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.  Independent
    Auditor Fees and Services
    Type of Fee

Fiscal 2008


Fiscal 2009Audit Fees(1)

$
356,775


$
335,127Audit-Related Fees(2)


23,155



13,500Tax Fees(3)


70,350



47,710All Other Fees






Total

$
450,280


$
396,337     (1)
    
    Audit Fees, including those for audits, include the aggregate
    fees paid by us during our 2008 and 2009 fiscal years for
    professional services rendered for the audit of our annual
    financial statements, as well as the review of financial
    statements included in our quarterly reports on
    Form 10-Q.(2)
    
    Audit Related Fees include the aggregate fees paid by us during
    our 2008 and 2009 fiscal years for assurance and related
    services that are reasonably related to the performance of the
    audit or review of our financial statements and not included in
    Audit Fees, including services provided with respect to the
    audit of our companys employee benefit plans and with
    respect to business acquisitions and compliance with
    Sarbanes-Oxley Act and related regulatory matters.(3)
    
    Tax Fees include the aggregate fees paid by us during our 2008
    and 2009 fiscal years for professional services rendered for
    preparation of tax returns, research and general advice relating
    to tax issues and compliance.    Audit
    Committee Pre-Approval of Audit and Permissible Non-Audit
    Services
         71




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Financial Statements
    Financial Statement Schedules
    Exhibits
 3
.1

Restated Certificate of Incorporation of the Company, as amended
    May 12, 2004 (incorporated by reference to Exhibit 3.1
    of AMCONs Annual Report on
    Form 10-K
    filed November 7, 2008)3
.2

Certificate of Amendment of Certificate of Incorporation dated
    March 18, 2005 (incorporated by reference to
    Exhibit 3.2 of AMCONs Annual Report on
    Form 10-K
    filed November 7, 2008)3
.3

Second Corrected Certificate of Designations, Preferences and
    Rights of Series A Convertible Preferred Securities of
    AMCON Distributing Company dated August 5, 2004
    (incorporated by reference to Exhibit 3.3 of AMCONs
    Quarterly Report on
    Form 10-Q
    filed on August 9, 2004)3
.4

Certificate of Designations, Preferences and Rights of
    Series B Convertible Preferred Securities of AMCON
    Distributing Company dated October 8, 2004 (incorporated by
    reference to Exhibit 3.4 of AMCONs Annual Report on
    Form 10-K
    filed on January 7, 2005)3
.5

Amended and Restated Bylaws of the Company dated
    January 29, 2008 (incorporated by reference to
    Exhibit 3.2 of AMCONs Current Report on
    Form 8-K
    filed on February 4, 2008).4
.1

Specimen Common Stock Certificate (incorporated by reference to
    Exhibit 4.1 of AMCONs Registration Statement on
    Form S-1
    (Registration
    No. 33-82848)
    filed on August 15, 1994)4
.2

Specimen Series A Convertible Preferred Stock Certificate
    (incorporated by reference to Exhibit 4.2 of AMCONs
    Quarterly Report on
    Form 10-Q
    filed on August 9, 2004)4
.3

Specimen Series B Convertible Preferred Stock Certificate
    (incorporated by reference to Exhibit 3.4 of AMCONs
    Annual Report on
    Form 10-K
    filed on January 7, 2005)4
.4

Securities Purchase Agreement dated June 17, 2004 between
    AMCON Distributing Company, William F. Wright and
    Draupnir, LLC (incorporated by reference to Exhibit 4.3 of
    AMCONs Quarterly Report on
    Form 10-Q
    filed on August 9, 2004)4
.5

Securities Purchase Agreement dated October 8, 2004 between
    AMCON Distributing Company and Spencer Street Investments, Inc.
    (incorporated by reference to Exhibit 4.5 of AMCONs
    Annual Report on
    Form 10-K
    filed on January 7, 2005)10
.1

Amended and Restated Loan and Security Agreement, dated
    September 30, 2004, between the Company and LaSalle
    National Bank, as agent (incorporated by reference to
    Exhibit 3.4 of AMCONs Annual Report on
    Form 10-K
    filed on January 7, 2005)10
.2

Revised First Amendment To Amended and Restated Loan and
    Security Agreement, dated April 14, 2005 (incorporated by
    reference to Exhibit 10.2 of AMCONs Quarterly Report
    on
    Form 10-Q
    filed on May 27, 2005)10
.3

Revised Second Amendment to Amended and Restated Loan and
    Security Agreement, dated May 23, 2005 (incorporated by
    reference to Exhibit 10.3 of AMCONs Quarterly Report
    on
    Form 10-Q
    filed on May 27, 2005)10
.4

Third Amendment to Amended and Restated Loan and Security
    Agreement, dated August 12, 2005 (incorporated by reference
    to Exhibit 10.4 of AMCONs Quarterly Report on
    Form 10-Q
    filed on August 22, 2005) 72




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##### Table of Contents



10
.5

Fourth Amendment and Waiver to Amended and Restated Loan and
    Security Agreement, dated January 9, 2006 (incorporated by
    reference to Exhibit 10.5 of AMCONs Annual Report on
    Form 10-K
    filed on August 23, 2006)10
.6

Fifth Amendment to Amended and Restated Loan and Security
    Agreement, dated February 8, 2006 (incorporated by
    reference to Exhibit 10.6 of AMCONs Annual Report on
    Form 10-K
    filed on August 23, 2006)10
.7

Sixth Amendment to Amended and Restated Loan and Security
    Agreement, dated March 3, 2006 (incorporated by reference
    to Exhibit 10.1 of AMCONs Current Report on
    Form 8-K
    filed on March 13, 2006)10
.8

Seventh Amendment to Amended and Restated Loan and Security
    Agreement, dated November 6, 2006 (incorporated by
    reference to Exhibit 10.37 of AMCONs Quarterly Report
    on
    Form 10-Q
    filed on November 20, 2006)10
.9

Eighth Amendment to Amended and Restated Loan and Security
    Agreement, dated December 28, 2006 (incorporated by
    reference to Exhibit 10.9 of AMCONs Annual Report on
    Form 10-K
    filed December 29, 2006)10
.10

Ninth Amendment to Amended and Restated Loan and Security
    Agreement, dated July 17, 2008 (incorporated by reference
    to Exhibit 10.9 of AMCONs Quarterly Report on
    Form 10-Q
    filed July 17, 2008)10
.11

Tenth Amendment to Amended and Restated Loan and Security
    Agreement, dated October 15, 2008 (incorporated by
    reference to Exhibit 10.11 of AMCONs Annual Report on
    Form 10-K
    filed November 07, 2008)10
.12

Eleventh Amendment to the Amended and Restated Loan and Security
    Agreement, dated January 15, 2009 (incorporated by
    reference to Exhibit 10.1 of AMCONs Quarterly Report
    on
    Form 10-Q
    filed January 20, 2009)10
.13

Twelfth Amendment to the Amended and Restated Loan and Security
    Agreement, dated July 14, 2009 (incorporated by reference
    to Exhibit 10.1 of AMCONs Quarterly Report on
    Form 10-Q
    filed July 17, 2009)10
.14

Thirteenth Amendment to the Amended and Restated Loan and
    Security Agreement, dated October 02, 2009.10
.15

First Amended and Restated AMCON Distributing Company 1994 Stock
    Option Plan (incorporated by reference to Exhibit 10.17 of
    AMCONs Current Report on
    Form 10-Q
    filed on August 4, 2000)*10
.16

AMCON Distributing Company Profit Sharing Plan (incorporated by
    reference to Exhibit 10.8 of Amendment No. 1 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 33-82848)
    filed on November 8, 1994)*10
.17

2007 Omnibus Incentive Plan dated April 17, 2007
    (incorporated herein by reference to Exhibit 10.12 to
    AMCONs Annual Report on
    Form 10-K
    filed on November 9, 2007)*10
.18

Nonqualified Stock Option Agreement for Christopher H. Atayan
    dated December 12, 2006 (incorporated herein by reference
    to Exhibit 10.13 to AMCONs Annual Report on
    Form 10-K
    filed on November 9, 2007)*10
.19

Agreement, dated September 26, 2006, between the Company
    and William F. Wright regarding Mr. Wrights services
    to the Company (incorporated by reference to Exhibit 10.1
    of AMCONs Current Report on
    Form 8-K
    filed on October 10, 2006)*10
.20

Agreement, dated December 10, 2004 between AMCON
    Distributing Company and William F. Wright with respect to split
    dollar life insurance (incorporated by reference to
    Exhibit 10.6 of AMCONs Annual Report on
    Form 10-K
    filed on January 7, 2005)*10
.21

Agreement, dated December 15, 2004 between AMCON
    Distributing Company and Kathleen M. Evans with respect to split
    dollar life insurance (incorporated by reference to
    Exhibit 10.7 of AMCONs Annual Report on
    Form 10-K
    filed on January 7, 2005)*10
.22

Guaranty Fee, Reimbursement and Indemnification Agreement, dated
    as of September 30, 2004, between AMCON Distributing
    Company and William F. Wright (incorporated by reference to
    Exhibit 10.17 of AMCONs Annual Report on
    Form 10-K
    filed on January 7, 2005) 73




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##### Table of Contents



10
.23

Amendment to Guaranty Fee, Reimbursement and Indemnification
    Agreement, dated July 31, 2007, between AMCON Distributing
    Company and William F. Wright (incorporated by reference to
    Exhibit 10.23 to AMCONs Annual Report on
    Form 10-K
    filed on November 9, 2007)10
.24

Term Real Estate Promissory Note, dated December 21, 2004,
    issued by AMCON Distributing Company to M&I (incorporated
    by reference to Exhibit 10.21 of AMCONs Quarterly
    Report on
    Form 10-Q
    filed on February 14, 2005)10
.25

One Hundred Eighty Day Redemption Mortgage and Security
    Agreement by and between AMCON Distributing Company and M&I
    (incorporated by reference to Exhibit 10.23 of AMCONs
    Quarterly Report on
    Form 10-Q
    filed on February 14, 2005)10
.26

Security Agreement by and between AMCON Distributing Company and
    M&I (incorporated by reference to Exhibit 10.24 of
    AMCONs Quarterly Report on
    Form 10-Q
    filed on February 14, 2005)10
.27

Change of Control Agreement between the Company and Christopher
    H. Atayan, dated December 29, 2006 (incorporated by
    reference to Exhibit 10.40 of AMCONs Annual Report on
    Form 10-K
    filed on December 29, 2006)*10
.28

Change of Control Agreement between the Company and Kathleen M.
    Evans, dated December 29, 2006 (incorporated by reference
    to Exhibit 10.41 of AMCONs Annual Report on
    Form 10-K
    filed on December 29, 2006)*10
.29

Settlement Agreement and Mutual General Release dated
    July 31, 2007 by and between Television Events &
    Marketing, Inc., Tom Kiely, The Beverage Group, Inc., AMCON
    Distributing Company, AMCON Corporation, William F. Wright,
    Archie Thornton and The Thornton Works (incorporated by
    reference to Exhibit 10.42 to AMCONs Annual Report on
    Form 10-K
    filed on November 9, 2007)10
.30

Mutual Release and Settlement Agreement between AMCON
    Distributing Company, Trinity Springs, Inc., and Crystal
    Paradise Holdings, Inc. dated September 30, 2007
    (incorporated by reference to Exhibit 10.43 to AMCONs
    Annual Report on
    Form 10-K
    filed on November 9, 2007)10
.31

Executive Restricted Stock Award Agreement under the 2007
    Omnibus Incentive Plan (incorporated by reference to Exhibit
    10.45 to AMCONs Annual Report on Form 10-K filed on
    November 7, 2008)*10
.32

Director Restricted Stock Award Agreement under the 2007 Omnibus
    Incentive Plan (incorporated by reference to Exhibit 10.46 to
    AMCONs Annual Report on Form 10-K filed on
    November 7, 2008)*11
.1

Statement re: computation of per share earnings (incorporated by
    reference to Note 4 to the Consolidated Financial
    Statements included as a part of this report on
    Form 10-K
    under Item 8)21
.1

Subsidiaries of the Company23
.1

Consent of Independent Registered Public Accounting Firm
    (McGladery & Pullen LLP)31
.1

Certification by Christopher H. Atayan, Chief Executive Officer
    and Chairman, furnished pursuant to section 302 of the
    Sarbanes-Oxley Act31
.2

Certification by Andrew C. Plummer, Vice President and Chief
    Financial Officer, furnished pursuant to section 302 of the
    Sarbanes-Oxley Act32
.1

Certification by Christopher H. Atayan, Chief Executive Officer
    and Chairman, furnished pursuant to section 906 of the
    Sarbanes-Oxley Act32
.2

Certification by Andrew C. Plummer, Vice President and Chief
    Financial Officer, furnished pursuant to section 906 of the
    Sarbanes-Oxley Act     *
    
    Represents management contract or compensation plan or
    arrangement. 74




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##### Table of Contents



SIGNATURES
    January 28, 2010

AMCON DISTRIBUTING COMPANY
                   (registrant)By: /s/  Christopher H. AtayanChristopher H. Atayan,Chief Executive Officer and Chairman  75