8-K

                       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): February 11, 2002



                        AMERICAN COIN MERCHANDISING, INC.
               (Exact name of registrant as Specified in Charter)



                                    DELAWARE
                 (State or other jurisdiction of incorporation)



       0-26580                                         84-1093721
(Commission File Number)                    (IRS Employer Identification No.)



                               5660 CENTRAL AVENUE
                             BOULDER, COLORADO 80301
              (Address of Principal Executive Offices and Zip Code)



                                 (303) 444-2559
              (Registrant's telephone number, including area code)


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ITEM 5. OTHER EVENTS

     On February 11, 2002, American Coin Merchandising, Inc. ("American Coin")
merged with Crane Mergerco, Inc., a wholly owned subsidiary of ACMI Holdings
Inc. (formerly known as Mergerco Holdings, Inc.), pursuant to an Agreement and
Plan of Merger dated as of September 9, 2001 (the "Merger"). The Merger was
approved by American Coin's stockholders at a meeting held on February 5, 2002.
Pursuant to the terms of the Merger, each outstanding share of American Coin's
common stock was converted into the right to receive $8.50 in cash, without
interest and American Coin's outstanding stock options were converted into the
right to receive a cash payment equal to the value of such options. American
Coin's common stock will be delisted from the Nasdaq SmallCap Stock Market. The
Company's trust preferred securities will remain outstanding and will continue
to trade on the American Stock Exchange.

     On February 11, 2002, American Coin issued a press release announcing the
closing of the transaction, a copy of which is filed herewith as Exhibit 99.1
and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     c)   EXHIBITS

     99.1      Press Release of American Coin Merchandising, Inc., dated
               February 11, 2002.



                                    SIGNATURE

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


                                        AMERICAN COIN MERCHANDISING, INC.


Dated: February 11, 2002                By: /s/ W. John Cash
                                           -------------------------------
                                           W. John Cash
                                           Senior Vice President, Chief
                                           Financial Officer and Treasurer



                                INDEX TO EXHIBITS



EXHIBIT
NUMBER         DESCRIPTION
- -------        -----------
            
  99.1         Press Release of American Coin Merchandising, Inc.
               Dated February 11, 2002.

EX-99.1

[LOGO]                                                              EXHIBIT 99.1

                                      NEWS

FOR IMMEDIATE RELEASE: Monday, February 11, 2002

CONTACT: Randall Fagundo, CEO and President
         American Coin Merchandising, Inc.
         (303) 444-2559

         John Cash, Senior Vice President/CFO
         American Coin Merchandising, Inc.
         (303) 444-2559

                           AMERICAN COIN MERCHANDISING
                        ACQUIRED FOR $8.50 CASH PER SHARE

BOULDER, CO--American Coin Merchandising, Inc., "ACMI," (NASDAQ: AMCN) announced
today that it has been acquired by ACMI Holdings, Inc., a newly-formed
corporation organized by two investment firms, Wellspring Capital Management LLC
and Knightsbridge Holdings, LLC. The transaction was approved at a stockholders
meeting held on February 5, 2002.

Stockholders will receive $8.50 in cash for each outstanding share of the
Company's common stock. The total value of the transaction is approximately $126
million.

Randall J. Fagundo, President and Chief Executive Officer of American Coin said,
"This transaction is an important step in the evolution of American Coin.
Partnering with Wellspring will provide us with the resources and support that
we need to build upon our leadership position in the amusement vending industry.
The enthusiasm level is very high both within our company and our customer
base." William F. Dawson, Jr. of Wellspring stated, "We are thrilled to close
this transaction despite a challenging financing environment and are looking
forward to working closely with Randy Fagundo and his team. This is a strong
company that represents an excellent fit with Wellspring and its investment
strategy."

American Coin's common stock will no longer be traded on the Nasdaq SmallCap
Stock Market. The Company's trust preferred securities will remain outstanding
and will continue to trade on the American Stock Exchange under the symbol
ACM-A.

ABOUT AMERICAN COIN MERCHANDISING, INC.

American Coin Merchandising, Inc., headquartered in Boulder, Colorado, and its
franchisees own and operate more than 26,000 coin-operated amusement vending
machines throughout the United States. Over 14,000 of these machines dispense
plush toys, watches, jewelry, novelties and other items. The Company's
distinctive amusement vending machines are placed in supermarkets, mass
merchandisers, bowling centers, bingo halls, bars, restaurants, warehouse clubs
and similar locations.

ABOUT WELLSPRING

Wellspring Capital Management LLC manages a private investment partnership
focused on acquiring or investing in companies that are well positioned to
capitalize on change. By contributing innovative operating strategies, financial
expertise and capital, Wellspring has demonstrated the ability to create
substantial value for its investors. The partnership's capital is provided by
investors who are among the


largest and most respected public and private pension funds, corporations and
financial institutions in the U.S. and Canada, as well as from the principals of
Wellspring.

ABOUT KNIGHTSBRIDGE

Knightsbridge Holdings, LLC is a private investment firm specializing in
leveraged acquisitions and private equity investments.

FORWARD LOOKING STATEMENTS

This news release contains forward-looking statements that involve risks and
uncertainties. Future events may differ materially from those discussed herein,
due to a number of factors, including uncertainties related to the Company's
performance, and growth and management of growth and the effects of the merger.
Additional factors that may impact the matters discussed herein are more fully
discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000, under the headings "Risk Factors-Shoppe Performance," "Risk
Factors-Growth and Management of Growth," and "Risk Factors-Trade Relations and
Dependence on Major Accounts." In addition, the Company's results could also be
affected by a number of other risks and uncertainties which are more fully
discussed under the headings "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.