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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO THE ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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 (IRS Employer Identification Number)
incorporation or organization)
5660 CENTRAL AVENUE, BOULDER, COLORADO 80301
(Address of principal executive offices)
(Zip Code)
(303) 444-2559
(Registrant's telephone number)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class)
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 preceding 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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. ( )
The aggregate market value of the registrant's voting stock held as of July
31, 1998 by non-affiliates of the registrant was $78,843,387.
As of July 31, 1998, issuer had 4,700,403 shares of its $0.01 par value
common stock outstanding.
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PART III
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INTEREST EXPENSE AND PRINCIPAL PAYMENTS RELATED TO NOTES PAYABLE TO CONTROL
GROUP
On August 31, 1995, the Company acquired substantially all of the
inventory, property and equipment and assumed certain facilities leases and
contracts of Performance Merchandising, Inc., Inland Merchandising, Inc.,
Chicago Toy Company, Georgia Toy Company, Lehigh Valley Toy Company, and
Southwest Coin Company (the "Entities") for an aggregate purchase price of
$3,351,417. The Entities were owned in varying percentages by Greg Theisen, Abbe
Stutsman, Richard Jones and Randall Fagundo and their respective spouses (the
"Founders").
The purchase price for the Entities was paid with cash in the amount of
$2,002,795 and three year promissory notes with an aggregate principal amount of
$1,348,622 with an interest rate on the principal amount of 8% per annum
(the"Notes"). During the fiscal year ended December 31, 1997, the Company made
the following interest and principal payments on the Notes held by the Founders:
<TABLE>
<CAPTION>
AMOUNT RECEIVED
---------------
<S> <C>
Richard D. Jones $ 136,018
J. Gregory Theisen 115,206
Randall J. Fagundo 161,801
Abbe M. Stutsman 355,688
</TABLE>
OTHER TRANSACTIONS
John A. Sullivan, a Director of the Company, served as a Senior Vice
President with Seidler. As compensation for serving as the Company's
underwriter, Seidler received warrants exercisable for 125,000 shares of Common
Stock at an exercise price of $8.40 per share which are exercisable until
October 18, 1999. On March 9, 1998, the Company repurchased warrants exercisable
for 70,000 shares from Seidler for $7.00 per share. Mr. Sullivan continues to
beneficially own warrants exercisable for 17,500 shares of common stock.
On October 1, 1997, the Company acquired the operating assets of Three
Rivers Toy Company, a franchisee, for approximately $182,000. Paul Harmeier,
brother-in-law of Randall J. Fagundo, owned 30% of Three Rivers Toy Company.
The Company purchases certain kiddie rides from Theisen Vending, Inc.,
which is wholly owned by Thomas N. Theisen, the brother of Gregory J. Theisen,
one of the Company's Directors. The Company purchased approximately $248,000 of
kiddie rides from Theisen Vending, Inc. in the fiscal year ended December 31,
1997.
Management believes the terms of the foregoing transactions were fair to
the Company. All future transactions with affiliates will be subject to the
approval of the Company's disinterested directors and will be on terms believed
by such directors to be no less favorable to the Company than those available
from unaffiliated third parties.
2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN COIN MERCHANDISING, INC.
By /s/ Jerome M. Lapin
----------------------
Jerome M. Lapin
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/Jerome W. Lapin Chairman of the Board, President, August 17, 1998
- ----------------------------------------
Jerome W. Lapin Chief Executive Officer (Principal
Executive Officer)
/s/W. John Cash Vice President, Chief Financial August 17, 1998
- ----------------------------------------
W. John Cash Officer and Treasurer (Principal
Financial and Accounting Officer)
/s/Randall J. Fagundo Vice President of Operations, August 17, 1998
- ----------------------------------------
Randall J. Fagundo Secretary and Director
/s/Abbe M. Stutsman Vice President of Product Development August 17, 1998
- ----------------------------------------
Abbe M. Stutsman and Purchasing and Director
/s/J. Gregory Theisen Director August 17, 1998
- ----------------------------------------
J. Gregory Theisen
/s/Richard D. Jones Director August 17, 1998
- ----------------------------------------
Richard D. Jones
Director
- ----------------------------------------
Jim D. Baldwin
/s/John A. Sullivan Director August 17, 1998
- ----------------------------------------
John A. Sullivan
</TABLE>
