<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 June 30, 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)

                  5660 CENTRAL AVENUE, 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.

<TABLE>
<CAPTION>
                                                     OUTSTANDING AT
                        CLASS                        AUGUST 1, 1997
                        -----                        --------------

             <S>                                    <C>
             Common Stock, $0.01 par value          5,447,904 shares
</TABLE>

<PAGE>   2


                       AMERICAN COIN MERCHANDISING, INC.

                                     INDEX


<TABLE>
<CAPTION>

PART 1        FINANCIAL INFORMATION.                                                                         PAGE
                                                                                                             ----

              <S>            <C>                                                                             <C>
              Item 1.   Financial Statements

                             Condensed Balance Sheets
                               June 30, 1997 and December 31, 1996..........................................  3

                             Condensed Statements of Earnings for the Three Months and
                               Six Months Ended June 30, 1997 and 1996......................................  4

                             Condensed Statement of Stockholders' Equity for the
                               Six Months Ended June 30, 1997...............................................  5

                             Condensed Statements of Cash Flows for the
                               Six Months Ended June 30, 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 4.   Submission of Matters to a Vote of Security Holders.................................  11

              Item 6.   Exhibits and Reports on Form 8-K....................................................  11

</TABLE>



                                       2
<PAGE>   3

                         PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                       AMERICAN COIN MERCHANDISING, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                              JUNE 30,      DECEMBER 31,
                                                                                                1997            1996
                                                                                                ----            ----

                                                        ASSETS

<S>                                                                                       <C>               <C>         
Current assets:
   Cash and cash equivalents ........................................................     $    826,000      $    771,000
   Trade accounts and other receivables .............................................          726,000           673,000
   Inventories ......................................................................        4,559,000         4,329,000
   Prepaid expenses and other assets ................................................          315,000           164,000
                                                                                          ------------      ------------
       Total current assets .........................................................        6,426,000         5,937,000
                                                                                          ------------      ------------

Property and equipment, at cost:
   Vending machines .................................................................       16,590,000        12,446,000
   Vehicles .........................................................................        3,102,000         2,095,000
   Office equipment, furniture and fixtures .........................................          909,000           527,000
                                                                                          ------------      ------------
                                                                                            20,601,000        15,068,000
   Less accumulated depreciation ....................................................       (5,859,000)       (4,697,000)
                                                                                          ------------      ------------
       Property and equipment, net ..................................................       14,742,000        10,371,000
                                                                                          ------------      ------------

Placement fees, net of accumulated amortization .....................................          322,000           183,000
Deferred income taxes ...............................................................           42,000            42,000
Cost in excess of assets acquired, net of accumulated amortization ..................        3,125,000         3,209,000
Other assets ........................................................................           38,000            16,000
                                                                                          ------------      ------------

       Total assets .................................................................     $ 24,695,000      $ 19,758,000
                                                                                          ============      ============

                                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt ................................................          427,000           435,000
   Current portion of notes payable to Control Group.................................          674,000           674,000
   Income taxes payable .............................................................          227,000           279,000
   Accounts payable .................................................................        1,820,000           544,000
   Accrued commissions ..............................................................          728,000           747,000
   Other accrued expenses ...........................................................          592,000           344,000
                                                                                          ------------      ------------
       Total current liabilities ....................................................        4,468,000         3,023,000
                                                                                          ------------      ------------

Long-term debt, net of current portion ..............................................        6,423,000         4,384,000
Notes payable to Control Group, net of current portion ..............................          337,000           675,000
                                                                                          ------------      ------------
       Total liabilities ............................................................       11,228,000         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 5,447,904 shares
       in 1997 and 5,123,274 in 1996) ...............................................           54,000            51,000
   Additional paid-in-capital .......................................................        8,414,000         8,407,000
   Unearned stock option compensation ...............................................          (33,000)          (49,000)
   Retained earnings ................................................................        5,032,000         3,267,000
                                                                                          ------------      ------------
       Total stockholders' equity ...................................................       13,467,000        11,676,000
                                                                                          ------------      ------------

       Total liabilities and stockholders' equity ...................................     $ 24,695,000      $ 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              SIX MONTHS ENDED
                                                           JUNE 30,                        JUNE 30,
                                                      1997          1996             1997            1996
                                                      ----          ----             ----            ----

<S>                                               <C>             <C>            <C>             <C>        
Revenue:
   Vending ..................................     $11,892,000     $6,268,000     $22,648,000     $12,192,000
   Product and services .....................       1,253,000      1,369,000       2,266,000       2,625,000
   Franchise royalties ......................         318,000        268,000         743,000         642,000
   Equipment sales and other ................         327,000        498,000         490,000         958,000
                                                  -----------     ----------     -----------     -----------
       Total revenue ........................      13,790,000      8,403,000      26,147,000      16,417,000
                                                  -----------     ----------     -----------     -----------

Cost of revenue:
   Vending ..................................       8,443,000      4,524,000      16,042,000       8,639,000
   Product and services .....................       1,027,000      1,090,000       1,813,000       2,142,000
   Equipment sales ..........................         330,000        471,000         496,000         929,000
                                                  -----------     ----------     -----------     -----------
       Total cost of revenue ................       9,800,000      6,085,000      18,351,000      11,710,000
                                                  -----------     ----------     -----------     -----------

       Gross profit .........................       3,990,000      2,318,000       7,796,000       4,707,000

General and administrative expenses .........       2,429,000      1,671,000       4,725,000       3,203,000
Interest expense, related parties ...........          20,000         27,000          45,000          54,000
Interest expense, other, net ................         136,000         18,000         222,000          37,000
                                                  -----------     ----------     -----------     -----------
       Earnings before income taxes .........       1,405,000        602,000       2,804,000       1,413,000
Provision for income taxes ..................         521,000        229,000       1,039,000         537,000
                                                  ===========     ==========     ===========     ===========
       Net earnings .........................     $   884,000     $  373,000     $ 1,765,000     $   876,000
                                                  ===========     ==========     ===========     ===========

       Net earnings per share of common stock     $      0.16     $     0.07     $      0.33     $      0.16
       Weighted average common shares .......       5,439,000      5,449,000       5,368,000       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 ......................           --              --       12,000              --          12,000
   Exercise of employee stock
     options ...........................        3,000          12,000           --              --          15,000
   Termination of employee
     stock options .....................                       (5,000)       4,000                          (1,000)
   Net earnings ........................           --              --           --       1,765,000       1,765,000
                                             --------      ----------     --------      ----------     -----------
JUNE 30, 1997 ..........................     $ 54,000      $8,414,000     $(33,000)     $5,032,000     $13,467,000
                                             ========      ==========     ========      ==========     ===========

</TABLE>




















           See accompanying notes to condensed financial statements.

                                       5
<PAGE>   6

                       AMERICAN COIN MERCHANDISING, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                  SIX MONTHS ENDED
                                                                                       JUNE 30,
                                                                                1997             1996
                                                                                ----             ----

<S>                                                                        <C>              <C>        
Operating activities:
   Net earnings ......................................................     $ 1,765,000      $   876,000
   Adjustments to reconcile net earnings to net cash provided
     by operating activities:
       Depreciation and amortization .................................       1,359,000          762,000
       Compensation expense related to stock options .................          11,000           13,000
       Loss on sales of assets .......................................          15,000            3,000
       Changes in operating assets and liabilities:
           Trade accounts and other receivables ......................         (53,000)        (212,000)
           Inventories ...............................................        (230,000)        (157,000)
           Prepaid expenses and other assets .........................        (173,000)         (95,000)
           Income taxes payable ......................................         (52,000)          27,000
           Accounts payable and accrued expenses .....................       1,505,000          669,000
                                                                           -----------      -----------
         Net cash provided by operating activities ...................       4,147,000        1,886,000
                                                                           -----------      -----------

Investing activities:
   Acquisitions of property and equipment ............................      (5,666,000)      (3,265,000)
   Acquisition of franchisees ........................................              --         (613,000)
   Proceeds from sales of property and equipment .....................          81,000           20,000
   Placement fees ....................................................        (215,000)        (113,000)
   Payments received on notes receivable .............................              --            7,000
                                                                           -----------      -----------
         Net cash used in investing activities .......................      (5,800,000)      (3,964,000)
                                                                           -----------      -----------

Financing activities:
   Net borrowings on revolving line of credit ........................       2,248,000        1,283,000
   Principal payments on long-term debt ..............................        (217,000)        (185,000)
   Principal payments on notes payable to Control Group ..............        (338,000)              --
   Proceeds from issuance of long-term debt ..........................              --           24,000
   Distributions .....................................................              --         (634,000)
   Exercise of employee stock options ................................          15,000               --
                                                                           -----------      -----------
         Net cash provided by financing activities ...................       1,708,000          488,000
                                                                           -----------      -----------

         Net increase (decrease) in cash and cash equivalents ........          55,000       (1,590,000)
Cash and cash equivalents at beginning of period .....................         771,000        1,590,000
                                                                           ===========      ===========

Cash and cash equivalents at end of period ...........................     $   826,000   $           --
                                                                           ===========      ===========

</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 June 30, 1997, the Company had 29 field offices
operating in 37 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 June 30, 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
June 30,1997 and December 31,1996, and the results of its operations for each
of the three month and six month periods ended June 30, 1997 and 1996, and the
cash flows for each of the six month periods then ended.

     The operating results for the six months ended June 30, 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>
                                                                                  SIX MONTHS ENDED
                                                                                      JUNE 30,
                                                                                 1997          1996
                                                                                 ----          ----

<S>                                                                        <C>              <C>       
Cash paid during the period:
  Interest paid ......................................................     $    282,000     $   95,000
  Income taxes paid ..................................................        1,092,000        510,000
Significant noncash investing and financing activities:
  Equipment purchases financed with debt .............................               --         54,000
  Notes payable issued for acquisition of franchisee .................               --        363,000

</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 5,438,747 and 5,448,244 for the
three months ended June 30, 1997 and 1996 and 5,367,659 and 5,448,379 for the
six months ended June 30, 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

     Total revenue for the first six months of 1997 increased 59.3% to
  $26,147,000 from $16,417,000 for the same period in 1996. Net earnings for the
first half of 1997 were $1,765,000 compared to net earnings of $876,000 in the
first six months of 1996. For the second quarter of 1997, total revenue
increased 64.1% to $13,790,000 as compared to $8,403,000 for the same period in
1996. Net earnings for the quarter were $884,000 as compared to net earnings of
$373,000 for the second quarter of 1996.

     Vending revenue increased $10,456,000 or 85.8% in the first half of 1997
to $22,648,000 from $12,192,000 for the comparable period in 1996 as a result
of a 76.6% increase in the average number of Shoppes in place during the first
half of 1997 compared to the average number in place during the same period in
1996. For the second quarter of 1997, vending revenue increased $5,624,000 or
89.7% to $11,892,000 as compared to the same period in 1996. The average number
of machines in place during the second quarter of 1997 increased by 75.2% as
compared to the second quarter of 1996.

     The Company's ability to generate increased vending 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 June 30, 1997, the Company had installed more than 1,460
skill-crane machines in approximately 840 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 and its franchisees Safeway's domestic skill-crane operator. At June
30, 1997, the Company and its franchisees had installed more than 450
skill-crane machines in approximately 340 Safeway stores nationwide. In April
1997, the Company signed a three-year agreement with Safeway Inc. that will
make the Company and its franchisees Safeway's domestic coin-operated "Kiddy
Ride" 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 decreased $359,000 or 13.7% for the first six
months of 1997 as compared to the same period in 1996. During the first six
months of 1996, the Company had combined product sales of $367,000 to
franchisees that were subsequently acquired by the Company throughout the
balance of 1996. Franchise royalties for the first six months of 1997 increased
$101,000 or 15.7% over royalties earned for the same period during 1996.

     Equipment sales to franchisees during the first six months of 1997
amounted to $499,000 as compared to $958,000 in equipment sales to franchisees
in 1996. The Company processes shoppes purchased by franchisees from the
Company's primary supplier of equipment 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 in 1996. Prior to 
1996, franchisees purchased only Treasure and Fun Shoppes from the Company's
primary manufacturer.



                                      8

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

     The cost of vending operations for the first six months of 1997 increased
$7,403,000 or 85.7% to $16,042,000 from $8,639,000 for the comparable period in
1996. The vending operation's contribution to gross profit for the first six
months of 1997 increased to $6,606,000, which represents a 85.9% increase over
gross profit from vending operations realized in the same period in 1996. The
vending gross profit achieved in the first half of 1997 was 29.2% of vending
revenue, as compared to 29.1% for the same period in 1996. For the second
quarter of 1997, the cost of vending increased $3,919,000 or 86.6% to
$8,443,000 from $4,524,000 for the comparable period in 1996. Vending gross
profit realized during the second quarter of 1997 was $3,449,000 or 29% of
vending revenue as compared to $1,744,000 or 27.8% for the second quarter of
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 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 services revenue for the first six months of
1997 decreased to $453,000 or 20% of product and services revenue, which is 1.6%
higher than the gross margin achieved for the same period in 1996. For the
second quarter of 1997, gross profit on product and services revenue decreased
to $226,000 or 18% of product and services revenue, as compared to $279,000 or
20.4% of product and services revenue for the second quarter of 1996. The
decrease in product margin for the second quarter of 1997 results primarily
from higher discounts taken by franchisees on product purchased during the
quarter and higher direct costs associated with the pre-pack program resulting
from a change in the product mix.

     General and administrative expenses for the first six months of 1997
increased $1,522,000 to $4,725,000 or 18.1% of revenue, as compared to
$3,203,000 or 19.5% of revenue for the comparable period in 1996. The increase
in general and administrative expenses results primarily from the additional
operating and satellite offices opened by the Company during the past year.

     Interest expense for the first six months of 1997 increased $176,000 to
$267,000 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 $4,147,000 and $1,886,000
for the six months ended June 30, 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 in investing activities was $5,800,000 and $3,964,000 for
the six months ended June 30, 1997 and 1996, respectively. Capital expenditures
for the six months ended June 30, 1997 and 1996 amounted to $5,666,000 and
$3,265,000, respectively, of which $4,064,000 and $2,660,000 was represented by
the acquisition of skill-crane machines. The acquisition of franchisees in 1996
used $613,000.


                                       9
<PAGE>   10

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (CONTINUED).

     Net cash provided by financing activities was $1,708,000 and $488,000 for
the six months ended June 30, 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 $9,000,000 or a borrowing base defined by agreement, at the
bank's prime interest rate. The revolving line of credit is available through
July 5, 1999, and at June 30, 1997 there was a principal amount of
approximately $6,035,000 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 June
30, 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.


                                       10
<PAGE>   11
                          PART II. OTHER INFORMATION.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Annual Meeting of Stockholders was held on April 30 1997, at which the
stockholders elected seven directors to each serve until the next annual
meeting of stockholders and until his successor is elected and has qualified or
until such director's death, resignation or removal, and the ratification of
the selection of KPMG Peat Marwick LLP as independent auditors of the Company
for its fiscal year ending December 31, 1997. Votes were cast as follows:

<TABLE>
<CAPTION>
                                                              Votes Against
                                              Votes For        Or Withheld     Votes Abstained      Broker Non-Votes
                                              ---------        -----------     ---------------      ----------------

<S>                                           <C>                 <C>           <C>                  <C>
Election of Directors:
   Jerome M. Lapin.........................   3,339,279           1,800         Not Applicable       Not Applicable
   Randall J. Fagundo......................   3,338,879           2,200         Not Applicable       Not Applicable
   Abbe M. Stutsman........................   3,339,279           1,800         Not Applicable       Not Applicable
   Richard D. Jones........................   3,339,279           1,800         Not Applicable       Not Applicable
   J. Gregory Theisen......................   3,339,279           1,800         Not Applicable       Not Applicable
   Jim D. Baldwin..........................   3,337,279           3,800         Not Applicable       Not Applicable
   John A. Sullivan........................   3,339,279           1,800         Not Applicable       Not Applicable

Ratification of KPMG Peat Marwick LLP as
independent auditors for the fiscal year
ending December 31, 1997...................   3,339,679           None              1,400                 None

</TABLE>


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.
               (a)  Exhibits.

                    10.34     Modification Agreement, dated May 27, 1997, 
                              between Registrant and Wells Fargo Bank 
                              (Colorado), N.A.

                    11.1      Statement re: Computation of Per Share Earnings

                    27        Financial Data Schedule

               (b)  Reports on Form 8-K.

                    None.





                                      11
<PAGE>   12
                       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.

   August 12, 1997             By:  /s/ Jerome M. Lapin
----------------------             -------------------------------------------
        Date                            Jerome M. Lapin
                                        President and Chief Executive Officer

   August 12, 1997             By:  /s/ W. John Cash
----------------------             -------------------------------------------
        Date                            W. John Cash
                                        Vice President, Chief Financial Officer





                                      12

<PAGE>   13

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>

EXHIBIT NO.                              DESCRIPTION                                PAGE
-----------                              -----------                                ----

   <S>         <C>                                                                   <C>
   10.34       Modification Agreement, dated May 27, 1997, between Registrant
               and Wells Fargo Bank (Colorado), N.A...............................   14

   11.1        Statement re: Computation of Per Share Earnings....................   19

   27          Financial Data Schedule............................................   20

</TABLE>









                                      13