<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
AMERICAN COIN MERCHANDISING INC
------------------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------------
(Title of Class of Securities)
02516B108
------------------------------------------------------------
(CUSIP NUMBER)
Jeffrey Bronchick, CIO
Reed, Conner & Birdwell, Inc.
11111 Santa Monica Boulevard, Suite 1700
Los Angeles, CA 90025
Tel No. (310) 478-4005
------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 18, 2000
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ X ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this coverage page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this coverage page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act")or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP: 02516B108
---------------------------------------------------------------
1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Reed Conner & Birdwell, Inc. I.R.S. Identification No. 95-2461281
---------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
N/A (b) [ ]
---------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------
4 SOURCE OF FUNDS
00
---------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
N/A
---------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
California
---------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 553,600
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING ---------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 553,600
-----------------------------
11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
553,600
-----------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
-----------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.52%
<PAGE>
-----------------------------
14 TYPE OF REPORTING PERSON
IA
Cusip # 02516B108
Item 1: Reporting Person - Donn B. Conner*
Item 4: OO
Item 6: USA
Item 7: 553,600
Item 8: None
Item 9: 553,600
Item 10: None
Item 11: 553,600
Item 13: 8.52%
Item 14: IN
Cusip # 02516B108
Item 1: Reporting Person - Jeffrey Bronchick*
Item 4: OO
Item 6: USA
Item 7: 553,600
Item 8: None
Item 9: 553,600
Item 10: None
Item 11: 553,600
Item 13: 8.52%
Item 14 IN
Cusip # 02516B108
Item 1: Reporting Person - James C. Reed*
Item 4: OO
Item 6: USA
Item 7: 553,600
Item 8: None
Item 9: 553,600
Item 10: None
Item 11: 553,600
Item 13: 8.52%
Item 14: IN
Cusip # 02516B108
Item 1: Reporting Person - James P. Birdwell*
Item 4: OO
Item 6: USA
Item 7: 553,600
Item 8: None
Item 9: 553,600
Item 10: None
Item 11: 553,600
Item 13: 8.52%
Item 14: IN
<PAGE>
* Collectively referred to herein as "Control Persons"
Item 1. Security and Issuer
The title of the class of equity security to which this statement relates is the
Common Stock of American Coin Merchandising, Inc. whose principal executive
offices are located at 5660 Central Avenue, Boulder, CO 80301.
Item 2. Identity & Background
(a) Reed Conner & Birdwell, Inc.
(b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025
(c) Investment Adviser
(d) N/A
(e) N/A
(f) U.S.A.
(a) Donn B. Conner
(b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025
(c) President & CEO of RCB
(d) N/A
(e) N/A
(f) U.S.A.
(a) Jeffrey Bronchick
(b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025
(c) CIO of RCB
(d) N/A
(e) N/A
(f) U.S.A.
(a) James C. Reed
(b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025
(c) Executive Vice President of RCB
(d) N/A
(e) N/A
(f) U.S.A.
(a) James P. Birdwell
(b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025
(c) Executive Vice President of RCB
(d) N/A
(e) N/A
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
Reed, Conner & Birdwell, Inc. in its capacity as an investment adviser will
purchase on behalf of its' clients. No monies are borrowed for such an
acquisition.
Item 4. Purpose of Transaction
Reed, Conner & Birdwell, Inc. ("RCB") and its' Control Persons are referred to
herein as the "Reporting
<PAGE>
Person." RCB is a registered investment advisor engaged in the business of
securities analysis and investment and pursues an investment philosophy of
identifying undervalued companies and purchasing shares of these companies. In
order to achieve its clients' investment objectives, RCB may participate in
discussions with company management or third parties concerning significant
matters in which RCB may suggest possible courses of action to enhance
shareholder value or cause recognition of what RCB perceives to be the company's
true value. In such situations, RCB may acquire more than five percent of a
company's equity securities in order to play a more active role in corporate
governance and participate in discussions with third parties concerning proposed
corporate transactions.
RCB has elected to convert its filing on Schedule 13G to a filing on Schedule
13D to reflect its decision to enter into discussions with management and or
third parties that may relate to or result in, among other things, a change in
the Issuer's management, control, capitalization, the sale or transfer of a
material portion of the Issuer's assets, a merger, reorganization or other
similar transaction involving the Issuer (RCB has not developed specific plans
or proposals with respect to any of the foregoing but may do so in the future).
Through such actions RCB intends to seek to maximize the shareholder value of
the Issuer.
The Securities reported in this filing have been purchased and held for
investment purposes on behalf of client accounts over which RCB has
discretionary investment and voting power. In addition, the Reporting Person may
in the future acquire additional securities of the Issuer on behalf of RCB's
clients or dispose of some or all of RCB's current holdings of the Securities in
the ordinary course of RCB's business and the management of it's client
accounts.
Item 5. Interest in Securities of the Issuer
(a) & (b) The Reporting Person has discretionary investment and voting power on
553,600 shares of common stock which constitutes approximately 8.52% of shares
outstanding. All ownership percentages herein assume that there are 6,500,000
shares outstanding.
(c) Transactions made by RCB within the last sixty days:
<TABLE>
<S> <C> <C> <C>
B 07/18/2000 5540 2.3125
B 07/20/2000 2850 2.125
B 08/01/2000 2680 2
B 08/04/2000 5020 2.125
B 08/24/2000 1000 2
B 08/28/2000 1040 2
B 09/06/2000 4700 2.71
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Reed, Conner & Birdwell, Inc. and its' Control Persons entered into a joint
filing agreement on March 2, 2000.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 - Joint Filing Agreement by RCB and its' control persons.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
<PAGE>
Dated: September 18, 2000
Reed Conner & Birdwell, Inc.
By: /S/ Donn B. Conner
----------------------------------
Donn B. Conner, President & CEO
By: /S/ Jeffrey Bronchick
----------------------------------
Jeffrey Bronchick, CIO
By: /S/ James C. Reed
----------------------------------
James C. Reed, Executive VP
By: /S/ James P. Birdwell
----------------------------------
James P. Birdwell, Executive VP
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(F)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and among the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
there under may be filed on each of their behalf on Schedule 13D or Schedule
13G, as appropriate, and that said joint filing may thereafter be amended by
further joint filings. The Joint Filers states that they each satisfy the
requirements for making a joint filing under Rule 13d-1.
Dated: March 2, 2000
By: /S/ Donn B. Conner
-----------------------------------
Donn B. Conner, President & CEO
By: /S/ Jeffrey Bronchick
-----------------------------------
Jeffrey Bronchick, CIO
By: /S/ James C. Reed
-----------------------------------
James C. Reed, Executive VP
By: /S/ James P. Birdwell
-----------------------------------
James P. Birdwell, Executive VP
