<PAGE>   1





                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)

(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 1997

                                       or

( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

          For the transition period from ____________ to ____________

Commission file number: 0-26580

                       AMERICAN COIN MERCHANDISING, INC.

             (Exact name of registrant as specified in its charter)

             DELAWARE                            84-1093721
     (State or other jurisdiction of   (I.R.S. Employer Identification No.)     
     incorporation or organization)

                  4870 STERLING DRIVE, BOULDER, COLORADO 80301
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (303) 444-2559

                        (Registrant's telephone number)

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the proceeding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.                      Yes  X   No 
                                                                   ---     -----

   Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                 OUTSTANDING AT
                 CLASS                             MAY 1, 1997
                 -----                             -----------
     Common Stock, $0.01 par value              5,446,571 shares

<PAGE>   2
                       AMERICAN COIN MERCHANDISING, INC.

                                     INDEX
<TABLE>
<CAPTION>
PART 1       FINANCIAL INFORMATION.                                                                      PAGE
<S>          <C>                                                                                          <C>
             Item 1.  Financial Statements

                          Condensed Balance Sheets
                            March 31, 1997 and December 31, 1996  . . . . . . . . . . . . . . . . . .      3

                          Condensed Statements of Earnings for the
                            Three Months Ended March 31, 1997 and 1996  . . . . . . . . . . . . . . .      4

                          Condensed Statement of Stockholders' Equity for the
                            Three Months Ended March 31, 1997 . . . . . . . . . . . . . . . . . . . .      5

                          Condensed Statements of Cash Flows for the
                            Three Months Ended March 31, 1997 and 1996  . . . . . . . . . . . . . . .      6

                          Notes to Condensed Financial Statements . . . . . . . . . . . . . . . . . .      7

             Item 2.  Management's Discussion and Analysis of Financial Condition and
                          Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . .      8

PART II      OTHER  INFORMATION.

             Item 6.  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . .     10
</TABLE>



                                      2
<PAGE>   3
                        PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      AMERICAN COIN MERCHANDISING, INC.
                           CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                             MARCH 31,    DECEMBER 31,
                                                                                              1997           1996
                                                                                              ----           ----
<S>                                                                                       <C>             <C>
                                                          ASSETS
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $   613,000     $   771,000
  Trade accounts and other receivables  . . . . . . . . . . . . . . . . . . . . . . . .       696,000         673,000
  Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,107,000       4,329,000
  Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . .       298,000         164,000
                                                                                          -----------     -----------
      Total current assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,714,000       5,937,000
                                                                                          -----------     -----------
Property and equipment, at cost:
  Vending machines  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14,539,000      12,446,000
  Vehicles  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,640,000       2,095,000
  Office equipment, furniture and fixtures  . . . . . . . . . . . . . . . . . . . . . .       739,000         527,000
                                                                                          -----------     -----------
                                                                                           17,918,000      15,068,000
  Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (5,236,000)     (4,697,000)
                                                                                          -----------     -----------
      Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . .    12,682,000      10,371,000
                                                                                          -----------     -----------
Placement fees, net of accumulated amortization . . . . . . . . . . . . . . . . . . . .       313,000         183,000
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        42,000          42,000
Cost in excess of assets acquired, net of accumulated amortization  . . . . . . . . . .     3,167,000       3,209,000
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        42,000          16,000
                                                                                          -----------     -----------
      Total assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $21,960,000     $19,758,000
                                                                                          ===========     ===========
                                                                                                                       
                                           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .   $   429,000     $   435,000
  Current portion of notes payable to Control Group . . . . . . . . . . . . . . . . . .       674,000         674,000
  Income taxes payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       473,000         279,000
  Accounts payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,540,000         544,000
  Accrued commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       813,000         747,000
  Other accrued expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       508,000         344,000
                                                                                          -----------     -----------
      Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,437,000       3,023,000
                                                                                                                     
Long-term debt, net of current portion  . . . . . . . . . . . . . . . . . . . . . . . .     4,620,000       4,384,000
Notes payable to Control Group, net of current portion  . . . . . . . . . . . . . . . .       337,000         675,000
                                                                                          -----------     -----------
      Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9,394,000       8,082,000
                                                                                          -----------     -----------
Stockholders' equity:
  Preferred stock, $.10 par value (Authorized 500,000 shares; none issued)  . . . . . .            --              --
  Common stock, $.01 par value (Authorized 7,000,000 shares; issued 5,284,923
      in 1997 and 5,123,274 in 1996)  . . . . . . . . . . . . . . . . . . . . . . . . .        53,000          51,000
  Additional paid-in-capital  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8,409,000       8,407,000
  Unearned stock option compensation  . . . . . . . . . . . . . . . . . . . . . . . . .       (44,000)        (49,000)
  Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,148,000       3,267,000
                                                                                          -----------     -----------
      Total stockholders' equity  . . . . . . . . . . . . . . . . . . . . . . . . . . .    12,566,000      11,676,000
                                                                                          -----------     -----------
      Total liabilities and stockholders' equity  . . . . . . . . . . . . . . . . . . .   $21,960,000     $19,758,000
                                                                                          ===========     ===========
</TABLE>



           See accompanying notes to condensed financial statements.


                                      3
<PAGE>   4
                       AMERICAN COIN MERCHANDISING, INC.
                       CONDENSED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED
                                                                                        MARCH 31,
                                                                                   1997            1996
                                                                                   ----            ----
<S>                                                                           <C>             <C>
Revenue:
  Vending   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  10,756,000   $   5,924,000
  Product and services  . . . . . . . . . . . . . . . . . . . . . . . . . .       1,013,000       1,256,000
  Franchise royalties   . . . . . . . . . . . . . . . . . . . . . . . . . .         425,000         374,000
  Equipment sales and other   . . . . . . . . . . . . . . . . . . . . . . .         163,000         460,000
                                                                              -------------   -------------
      Total revenue   . . . . . . . . . . . . . . . . . . . . . . . . . . .      12,357,000       8,014,000
                                                                              -------------   -------------

Cost of revenue:
  Vending   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,599,000       4,115,000
  Product and services  . . . . . . . . . . . . . . . . . . . . . . . . . .         786,000       1,052,000
  Equipment sales   . . . . . . . . . . . . . . . . . . . . . . . . . . . .         166,000         458,000
                                                                              -------------   -------------
      Total cost of revenue   . . . . . . . . . . . . . . . . . . . . . . .       8,551,000       5,625,000
                                                                              -------------   -------------

      Gross profit  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,806,000       2,389,000

General and administrative expenses . . . . . . . . . . . . . . . . . . . .       2,296,000       1,532,000
Interest expense, related parties . . . . . . . . . . . . . . . . . . . . .          25,000          27,000
Interest expense, other . . . . . . . . . . . . . . . . . . . . . . . . . .          86,000          19,000
                                                                              -------------   -------------
      Earnings before income taxes  . . . . . . . . . . . . . . . . . . . .       1,399,000         811,000
Provision for income taxes  . . . . . . . . . . . . . . . . . . . . . . . .         518,000         308,000
                                                                              -------------   -------------
      Net earnings  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $     881,000   $     503,000
                                                                              =============   =============

      Net earnings per share of common stock  . . . . . . . . . . . . . . .   $     0.16      $     0.09
      Weighted average common shares  . . . . . . . . . . . . . . . . . . .       5,425,000       5,449,000
</TABLE>



           See accompanying notes to condensed financial statements.


                                      4
<PAGE>   5

                      AMERICAN COIN MERCHANDISING, INC.
                 CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                       
<TABLE>
<CAPTION>
                                                                    UNEARNED
                                                                      STOCK                       TOTAL
                                                     ADDITIONAL      OPTION                       STOCK-
                                          COMMON      PAID-IN        COMPEN-      RETAINED       HOLDERS'
                                          STOCK       CAPITAL        SATION       EARNINGS        EQUITY
                                          -----       -------        ------       --------       --------
<S>                                     <C>         <C>            <C>          <C>            <C>
DECEMBER 31, 1996 . . . . . . . . . .   $ 51,000    $ 8,407,000    $ (49,000)   $ 3,267,000    $ 11,676,000
Amortization of deferred
  compensation  . . . . . . . . . . .         --             --        5,000             --           5,000
Exercise of employee stock
  options . . . . . . . . . . . . . .      2,000          2,000           --             --           4,000
Net earnings  . . . . . . . . . . . .         --             --           --        881,000         881,000
                                        --------    -----------    ---------    -----------    ------------

MARCH 31, 1997                          $ 53,000    $ 8,409,000    $ (44,000)   $ 4,148,000    $ 12,566,000
                                        ========    ===========    =========    ===========    ============
</TABLE>



           See accompanying notes to condensed financial statements.


                                      5
<PAGE>   6
                      AMERICAN COIN MERCHANDISING, INC.
                      CONDENSED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                                                       MARCH 31,
                                                                                  1997           1996
                                                                                  ----           ----
<S>                                                                           <C>            <C>
Operating activities:
  Net earnings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $    881,000   $    503,000
  Adjustments to reconcile net earnings to net cash provided
    by operating activities:
      Depreciation and amortization . . . . . . . . . . . . . . . . . . . .        623,000        350,000
      Compensation expense related to stock options . . . . . . . . . . . .          5,000          7,000
      Loss on sale of assets  . . . . . . . . . . . . . . . . . . . . . . .          3,000             --
      Changes in operating assets and liabilities:
           Trade accounts and other receivables . . . . . . . . . . . . . .        (23,000)         2,000
           Inventories  . . . . . . . . . . . . . . . . . . . . . . . . . .        222,000        236,000
           Prepaid expenses and other assets  . . . . . . . . . . . . . . .       (160,000)       (70,000)
           Income taxes payable . . . . . . . . . . . . . . . . . . . . . .        194,000        129,000
           Accounts payable and accrued expenses  . . . . . . . . . . . . .      1,226,000        233,000
                                                                              ------------   ------------
         Net cash provided by operating activities  . . . . . . . . . . . .      2,971,000      1,390,000
                                                                              ------------   ------------
Investing activities:
  Acquisitions of property and equipment  . . . . . . . . . . . . . . . . .     (2,892,000)    (1,131,000)
  Acquisition of franchisee . . . . . . . . . . . . . . . . . . . . . . . .             --       (297,000)
  Proceeds from sales of property and equipment . . . . . . . . . . . . . .         23,000         11,000
  Placement fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (156,000)        (8,000)
  Payments received on notes receivable . . . . . . . . . . . . . . . . . .             --          3,000
                                                                              ------------   ------------
         Net cash used in investing activities  . . . . . . . . . . . . . .     (3,025,000)    (1,422,000)
                                                                              ------------   ------------
Financing activities:
  Net borrowings (payments) on revolving line of credit . . . . . . . . . .        340,000       (328,000)
  Principal payments on long-term debt  . . . . . . . . . . . . . . . . . .       (110,000)       (41,000)
  Principal payments on notes payable to Control Group  . . . . . . . . . .       (338,000)            --
  Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             --       (634,000)
  Exercise of employee stock options  . . . . . . . . . . . . . . . . . . .          4,000             --
                                                                              ------------   ------------
         Net cash used in financing activities  . . . . . . . . . . . . . .       (104,000)    (1,003,000)
                                                                              ------------   ------------
         Net decrease in cash and cash equivalents  . . . . . . . . . . . .       (158,000)    (1,035,000)
Cash and cash equivalents at beginning of period  . . . . . . . . . . . . .        771,000      1,590,000
                                                                              ------------   ------------
Cash and cash equivalents at end of period  . . . . . . . . . . . . . . . .   $    613,000   $    555,000
                                                                              ============   ============
</TABLE>



           See accompanying notes to condensed financial statements.


                                      6
<PAGE>   7
                      AMERICAN COIN MERCHANDISING, INC.
                   NOTES TO CONDENSED FINANCIAL STATEMENTS




1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     American Coin Merchandising, Inc., d/b/a Sugarloaf Creations, Inc. (the
"Company") and its franchisees own and operate coin-operated skill-crane
machines ("Shoppes")  that dispense stuffed animals, plush toys, watches,
jewelry and other items. The Company's Shoppes are placed in supermarkets, mass
merchandisers, bowling centers, bingo halls, bars, restaurants, warehouse clubs
and similar locations. At March 31, 1997, the Company had 29 field offices
operating in 33 states and there were 26 Company franchises in operation. The
Company sells product to its franchisees and collects continuing royalties
ranging from 2% to 5% of the franchisees gross machine revenue.

     The accompanying condensed financial statements have been prepared,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. Certain amounts for prior periods have been reclassified to
conform to the March 31, 1997 presentation. Although the Company believes that
the disclosures are adequate to make the information presented not misleading,
it is suggested that these condensed financial statements be read in connection
with the financial statements and notes thereto included in the Company's
annual report on Form 10-KSB for the year ended December 31, 1996.

     In the opinion of the Company, the accompanying condensed financial
statements include all adjustments (consisting of normal recurring accruals and
adjustments) required to present fairly the Company's financial position at
March 31,1997 and December 31,1996, and the results of its operations for each
of the three month periods ended March 31,1997 and 1996, and the cash flows for
each of the three month periods then ended.

     The operating results for the three months ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1997.

2.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     A schedule of supplemental cash flow information follows:

<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                                                                    MARCH 31,
                                                                                1997        1996
                                                                                ----        ----
    <S>                                                                      <C>          <C>
    Cash paid during the period:
      Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 143,000    $  74,000
      Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . .    323,000      179,000
    Significant noncash investing and financing activities:
      Equipment purchases financed with debt  . . . . . . . . . . . . . . .         --       54,000
      Note payable issued for acquisition of franchisee . . . . . . . . . .         --      198,000
</TABLE>

3.   EARNINGS PER SHARE

     Earnings per share are computed based on the weighted average number of
common and common equivalent shares outstanding during the period. Common
equivalent shares include the dilution from the potential exercise of stock
options when the effect is dilutive. The weighted average number of shares used
in the computation of earnings per share were 5,424,595 and 5,448,549 for the
three months ended March 31, 1997 and 1996, respectively.

4.   INCOME TAXES

     Income taxes are computed using the anticipated effective tax rate for the
year. Deferred income taxes are not adjusted quarterly.


                                      7
<PAGE>   8
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

Except for the historical information contained therein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed here.  Factors that could cause or contribute to such differences
include those discussed in this section, and those discussed in the Company's
registration statement on Form SB-2 and Form 10-KSB for the year ended December
31,1996.

GENERAL

   Substantially all of the Company's revenue and gross profit is from vending
revenue and product and services revenue, which is derived from the operation
of Shoppes by the Company and its franchisees. As a result, the Company's
revenue and gross profit in a particular period is directly related to the
number of Shoppes in operation during the period.

RESULTS OF OPERATIONS

   For the three months ended March 31, 1997, total revenue increased
$4,343,000 or 54.2% to $12,357,000 from $8,014,000 for the same period in 1996.

   Vending revenue for the three months ended March 31, 1997 increased
$4,832,000 or 81.6% to $10,756,000 from $5,924,000 for the comparable period in
1996 as a result of a 90.4% increase in the average number of Shoppes in use
during the first three months of 1997 compared to the average number of Shoppes
in use during the same period in 1996.

   The Company's ability to generate increased revenue and achieve higher
levels of profitability will depend on its success in continuing to increase
the number of Shoppes in operation. The continued growth in the number of
Shoppes will depend, in part, upon the Company's success in securing national
and regional supermarket, mass merchandise and restaurant chain accounts. The
Company began a concerted marketing effort in August 1994 to national and
regional chain accounts and has entered into new agreements with national and
regional supermarket and mass merchandise chain accounts covering the placement
of Shoppes within the locations of such accounts. In August 1996, the Company
signed an agreement with Wal-Mart Stores, Inc. which expires January 1, 2000.
At March 31, 1997, the Company had installed more than 1,100 skill-crane
machines in approximately 720 Wal-Mart stores nationwide. Under the terms of
the agreement, an estimated 1,250 Wal-Mart stores will be installed with
skill-crane machines by the Company and its franchisees. In January 1997, the
Company signed a three-year agreement with Safeway Inc. that will make the
Company Safeway's domestic skill-crane operator. Although the Company intends
to enter into similar arrangements with other national and regional supermarket
and mass merchandise chain accounts and with national and regional restaurant
chain accounts, there can be no assurance that it will be able to do so or
that, to the extent it does so, it will be able to persuade a significant
number of managers within such chain accounts to place a Shoppe within their
store or other location.

   Product and services revenue for the three months ended March 31, 1997
declined $243,000 or 19.3% to $1,013,000 from $1,256,000 for the comparable
period in 1996. During the first quarter of 1996, the Company had combined
product sales of $201,000 to franchisees that were subsequently acquired by the
Company throughout the balance of 1996. Franchise royalties for the first
quarter of 1997 increased $51,000 over royalties earned for the same period
during 1996.

   Equipment sales to franchisees during the first quarter of 1997 amounted to
$166,000 as compared to $460,000 in equipment sales to franchisees during the
same period in 1996. Shoppes purchased by franchisees from the Company's
primary supplier of equipment are processed by the Company on a pass through
basis. The Company's charge to its franchisees for this service is minimal and
intended to cover the processing cost of coordinating the purchase. As a result
of this structure, the Company was able to reduce the cost to purchase Shoppes
from its primary manufacturer in 1996.

   The cost of vending operations for the three months ended March 31, 1997
increased $3,484,000 or 84.7% to $7,599,000 from $4,115,000 for the comparable
period in 1996. The vending operations' contribution to first quarter 1997
gross profit increased to $3,157,000, which represents a 74.5% increase over
gross profit from vending operations realized in the same period in 1996. The
vending gross profit achieved during the first three months of 1997 was 29.4%
of vending revenue, as compared to 30.5% during the comparable period in 1996.

   Substantially all the Company's plush toys and certain other products
dispensed in the Company's SugarLoaf Toy Shoppes are produced by foreign
manufacturers and a majority are purchased directly by the Company from
manufacturers in the People's Republic of China ("China"). The Company also
purchases a substantial portion of the



                                      8
<PAGE>   9
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (CONTINUED).

products for its other Shoppes from vendors who obtain product from domestic
and foreign manufacturers. As a result, the Company is subject to changes in
governmental policies, the imposition of tariffs and import and export
controls,transportation delays and interruptions, political and economic
disruptions and labor strikes which could disrupt the Company's supply of
products from foreign manufacturers. China currently enjoys "most favored
nation" ("MFN") status under U.S. tariff laws, which allows for the most
favorable category of U.S. import duties. The loss of MFN status for China
could result in a substantial increase in the import duty of certain products
manufactured in China, which could result in substantially increased costs for
certain products purchased by the Company. Although the Company  would attempt
to mitigate any such increased cost by procuring its product from other
countries, it would likely incur substantially higher costs and temporary
disruptions in supply in the event that it becomes necessary to do so.

   Gross profit on product and service revenue during the first quarter of 1997
increased to $227,000, or 22.4% of product and service revenue, which is 6.2%
higher than the gross margin achieved during the same period in 1996. The
increase in margin resulted primarily from lower acquisition costs associated
with certain lines of product and increased selling prices for two other lines
of product.

   General and administrative expenses for the three months ended March 31,
1997 increased $764,000 to $2,296,000 or 18.6% of revenue, as compared to
$1,532,000 or 19.1% of revenue for the comparable period in 1996. The increase
in general and administrative expenses resulted primarily from the additional
operating and satellite offices opened by the Company during the past year.

   Interest expense for the three months ended March 31, 1997 increased $67,000
to $113,000 as compared to the same period in 1996. The Company's interest
expense is directly related to its level of borrowings and changes in the
underlying interest rates applicable to the borrowings.

LIQUIDITY AND CAPITAL RESOURCES

   The Company's primary sources of liquidity and capital resources
historically have been cash flow from operations and borrowings under the
Company's bank credit facility. These sources of cash flow have been offset by
cash used for investment in skill-crane machines and payment of long-term
borrowings.

   Net cash provided by operating activities was $2,971,000 and $1,390,000 for
the three months ended March 31, 1997 and 1996, respectively. The Company
anticipates that cash will continue to be provided by operations as additional
skill- crane machines are placed in service. Cash required in the future is
expected to be funded by existing cash or borrowings under the Company's credit
facility.

   Net cash used by investing activities was $3,025,000 and $1,422,000 for the
three months ended March 31, 1997 and 1996, respectively. Capital expenditures
for the three months ended March 31, 1997 and 1996 amounted to $2,892,000 and
$1,131,000, respectively, of which $2,096,000 and $914,000 was represented by
the acquisition of skill-crane machines.  The acquisition of a franchisee in
1996 used $297,000.

   Net cash used by financing activities was $104,000 and $1,003,000 for the
three months ended March 31, 1997 and 1996, respectively. Financing activities
consist of advances and repayments on the Company's credit facility and other
debt obligations. During 1996, the Company made S corporation distributions to
owners related to 1995 earnings.

   Under its current revolving credit agreement, the Company may borrow up to
the lesser of $6,000,000 or a borrowing base defined by agreement, at the
bank's prime interest rate. The revolving line of credit is available through
September 23, 1998, and at March 31, 1997 there was a principal amount of
approximately $4,127,000 outstanding. The credit agreement provides that
certain financial ratios be met and places restrictions on, among other things,
the incurrence of additional debt financing and the payment of dividends. The
Company was in compliance with such financial ratios and restrictions at March
31, 1997.

   As acquisition opportunities arise, the capital resources of the Company may
be utilized to undertake such opportunities. The timing and nature of these
opportunities cannot be predicted; therefore, the financing of future
acquisitions may take a variety of forms.

   Company management believes the Company's financial condition is strong and
that funds generated from operations and borrowings available under its credit
agreement and the Company's ability to negotiate additional and enhanced credit
agreements will be sufficient to meet the Company's foreseeable operating and
capital expenditure needs.



                                      9
<PAGE>   10
                          PART II. OTHER INFORMATION.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits.

                  11.1   Statement re: Computation of Per Share Earnings

                  27     Financial Data Schedule

         (b)      Reports on Form 8-K.

                  None.





                                      10
<PAGE>   11
                       AMERICAN COIN MERCHANDISING, INC.

                                   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 thereunto duly authorized.


                                           AMERICAN COIN MERCHANDISING, INC.
                                        
May 13, 1997                            By:     /s/ Jerome M. Lapin
------------                                 -------------------------------
    Date                                            Jerome M. Lapin
                                                    President and Chief 
                                                    Executive Officer
                                        
May 13, 1997                            By:     /s/ W. John Cash
------------                                 -------------------------------
    Date                                            W. John Cash
                                                    Vice President, Chief 
                                                    Financial Officer
                                        




                                     11
<PAGE>   12
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                   DESCRIPTION                              PAGE
-----------                   -----------                              ----
 <S>          <C>                                                       <C>
 11.1         Statement re: Computation of Per Share Earnings           13

 27           Financial Data Schedule                                   14
</TABLE>




                                     12