8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 14, 2009

AMERICAN CONSUMERS, INC.

(Exact name of registrant as specified in its charter)

Georgia	0-5815	58-1033765
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

  55 Hannah Way, Rossville, Georgia                                                                             30741

  (Address of principal executive offices)                                                                                                                                    (zip code)

Registrant’s telephone number, including area code:  (706) 861-3347

 N/A

  (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

Item 1.01 Entry Into a Material Definitive Agreement.

On December 14, 2009, American Consumers, Inc. (the “Company” or “ACI”) and Gateway Bank and Trust Company (the “Lender”) entered into a letter agreement, pursuant to which the Lender agreed to irrevocably waive any default or event of default, as well as any right to cease making loan advances or disbursing loan proceeds under any of the Company’s credit arrangements with the Lender, arising from or in connection with the death on November 20, 2009 of Michael A. Richardson, the Company’s former Chairman of the Board, President and Chief Executive Officer, who also was a personal guarantor on all of the Company’s credit arrangements with the Lender.  The foregoing description of the letter agreement is qualified by reference to the full text of the document, which is filed as an exhibit to this report.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits

Exhibit Number	Description
10.55	Letter Agreement, dated as of December 14, 2009, between the Company and Gateway Bank and Trust Company, Concerning Waiver of any Default Resulting from Death of Guarantor.

SIGNATURES

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

	AMERICAN CONSUMERS, INC.
Date:  December 16, 2009	By:	/s/ Paul R. Cook
		Paul R. Cook
		Chief Executive Officer

EX-10.55

EXHIBIT 10.55

December 14, 2009

American Consumers, Inc.

55 Hannah Way

Rossville, GA  30741

Gentlemen:

This letter confirms that Gateway Bank & Trust (the “Lender”) has agreed to, and hereby does, irrevocably waive any default or event of default, as well as any right to cease making loan advances or disbursing loan proceeds, arising from or in connection with the death of Michael A. Richardson on November 20, 2009, under any instrument, agreement or document evidencing, securing, guarantying or otherwise relating to any indebtedness of American Consumers, Inc., a Georgia corporation doing business as Shop Rite (the “Borrower”) to Lender, under:

· any term loans, revolving credit loans or other loans made, or agreed to be made, by Lender in favor of Borrower;

· any agreement or commitment by Lender to issue letters of credit at the request of Borrower; and

· any other credit facilities or financial accommodations by Lender in favor of Borrower.

By execution of this Letter Agreement below, each of the parties hereby agrees to and accepts the foregoing agreement and waiver of Lender, as of this   14th     day of December, 2009.

Gateway Bank & Trust	American Consumers, Inc.
By:  /s/ Shawn Rogers	By:	/s/ Paul R. Cook
Name:  Shawn Rogers		Name:  Paul R. Cook
Title:  Sr. Vice President		Title:  Chief Executive Officer