SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
American Coin Merchandising, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
02516B108
(Cusip Number)
Newcastle Partners, L.P.
200 Crescent Court, Suite 670
Dallas, Texas 75201
(214)661-7474
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 08, 2001
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
*The remainder of this cover 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 cover 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).
**The total number of shares of stock reported herein is 462,800, which
constitutes approximately 7.1% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 6,505,010
shares outstanding.
<PAGE>
1. Name of Reporting Person:
Newcastle Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: WC (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 462,800 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 462,800 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
462,800
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.1%
14. Type of Reporting Person: PN
----------------
(1) Power is exercised through its general partner, Mark E. Schwarz.
<PAGE>
Pursuant to Regulation 13D-G of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned
hereby amend their Schedule 13D Statement dated August 28, 2000 (the
"Schedule 13D"), relating to the Common Stock, par value $.01 (the "Stock"),
of American Coin Merchandising, Inc. (the "Issuer"). Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 (b)-(c) is hereby amended and restated in its entirety to
reflect an address change for the Item 2 Persons as follows:
(b)-(c)
Newcastle is a Texas limited partnership, the principal business
of which is the purchase, sale, exchange, acquisition and holding of
investment securities. The principal address of Newcastle, which also
serves as its principal office, is 200 Crescent Court, Suite 670, Dallas,
Texas 75201.
Schwarz is the general partner and controlling person of
Newcastle. The principal occupation of Schwarz is financial management.
The principal business address of Schwarz, which also serves as his
principal office, is 200 Crescent Court, Suite 670, Dallas, Texas 75201.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the
Reporting Person to purchase the shares is set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital (1) $ 929,749.38
(1) As used herein the term "Working Capital" includes income
from the business operations of the entity plus sums borrowed from, among
other sources, banks and brokerage firm margin accounts, to operate such
business in general.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Person
Newcastle
Pursuant to Rule 13d-3(a), Newcastle is the beneficial owner of
462,800 shares of the Stock, which constitutes approximately 7.1% of the
outstanding shares of the Stock.
Controlling Person
Schwarz
In his capacity as the sole general partner of Newcastle, Schwarz
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 462,800 shares of the Stock, which constitutes approximately 7.1% of the
outstanding shares of the Stock.
To the best of the knowledge of the Reporting Person, other than
as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
Reporting Person
Newcastle
Acting through its general partner, Newcastle has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
462,800 shares of the Stock.
Controlling Person
Schwarz
In his capacity as the sole general partner of Newcastle, Schwarz
has the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 462,800 shares of the Stock.
(c)
During the last 60 days, the Reporting Person has purchased shares
of the Stock in open market transactions on the NASDAQ as follows:
NUMBER OF PRICE PER
DATE SHARES SHARE
12/22/00 6,100 $ 1.94
12/27/00 17,900 $ 2.01
12/28/00 500 $ 1.99
12/29/00 8,900 $ 2.43
01/08/01 24,100 $ 2.40
(d)
Not applicable.
(e)
Not applicable.
<PAGE>
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.
DATED: January 11, 2001
NEWCASTLE PARTNERS, L.P.
By: /s/ Mark E. Schwarz
Mark E. Schwarz, general partner
