8-K 1 y97755e8vk.txt AMERICAN COIN MERCHANDISING, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2004 AMERICAN COIN MERCHANDISING, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 0-26580 84-1093721 (Commission File Number) (IRS Employer Identification No.) 397 SOUTH TAYLOR AVENUE LOUISVILLE, CO 80027-3027 (Address of Principal Executive Offices and Zip Code) (303) 444-2559 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ---------------------- ITEM 5. OTHER EVENTS On May 24, 2004, the registrant announced that it had entered into an Agreement and Plan of Merger dated as of May 23, 2004(the "Merger Agreement") with Coinstar, Inc., a Delaware corporation ("Parent"), Sesame Mergerco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"), ACMI Holdings, Inc., a Delaware corporation of which registrant is a wholly-owned subsidiary ("Holdings"), and Wellspring Capital Management LLC, a Delaware limited liability company ("Wellspring"), as stockholder representative. In accordance with the Merger Agreement Acquisition Sub and Holdings will merge, Holdings will be the surviving corporation of the merger and will become a wholly-owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, the publicly traded Trust Preferred securities of the registrant are to be redeemed at par plus accrued interest following the closing of the transaction. Such amount will be paid from the merger consideration. Closing is dependant on certain customary conditions, including obtaining Hart-Scott-Rodino clearance, certain other governmental approvals and certain contractual consents and Coinstar's ability to finance this transaction. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement. The press release, dated May 24, 2004, announcing the proposed merger, is filed herewith as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS Exhibit 99.1 Press Release of the registrant dated May 24, 2004. ITEM 9. REGULATION FD DISCLOSURE On May 24, 2004, the registrant issued a press release announcing that it had entered into the Merger Agreement with Coinstar, Acquisition Sub, Holdings, and Wellspring. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. 2 SIGNATURE 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 hereunto duly authorized. AMERICAN COIN MERCHANDISING, INC. Dated: May 24, 2004 By: /Kenneth W. Edic/ ------------------------------- Kenneth W. Edic Chief Financial Officer INDEX TO EXHIBITS

EXHIBIT DESCRIPTION 4.13 Form of 17% Senior Subordinated Notes Due 2009 by and between the Registrant and each of the purchasers listed in the Purchase Agreement among ACMI Holdings, Inc., the Registrant, as Issuer and the Purchasers named therein, dated as of April 15, 2003 (incorporated by reference to Exhibit 10.70). 10.69 Amended and Restated Credit Agreement, dated as of April 15, 2003, by and among the Registrant, as borrower, the financial institutions named therein, as lenders, Madison Capital Funding LLC, as Agent and The Royal Bank of Scotland PLC, New York Branch, as Documentation Agent. 10.70 Purchase Agreement among ACMI Holdings, Inc., the Registrant, as Issuer, and the Purchasers named therein dated as of April 15, 2003. 10.71 Consent and Amendment dated as of April 15, 2003, to the Purchase Agreement dated as of February 11, 2002 and amended as of November 12, 2002, by and among ACMI Holdings, Inc., the Registrant and the Purchasers named therein and to the Warrants issued to the Purchasers pursuant to the Purchase Agreement. 10.72 Asset Purchase Agreement, dated as of March 14, 2003, by and among FVFN Acquisition Corp., as purchaser, the Registrant, as guarantor, Folz Vending Co., Inc. and Folz Novelty Co., Inc., as sellers, The Roger Folz Revocable Trust and Roger Folz. 10.73 Subordination and Intercreditor Agreement dated as of April 15, 2003 by and among Audax Mezzanine Fund, L.P., Audax Trust Co-~~Invest, L.P., Audax Co~~-~~Invest, L.P., AFF Co~~-Invest, L.P. and the Royal Bank of Scotland plc, New York Branch, the Registrant, ACMI Holdings, Inc. and Madison Capital Funding LLC. 10.74 Amendment No. 1 to Subordination and Intercreditor Agreement dated as of April 15, 2003 among Audax Mezzanine Fund, L.P., Audax Trust Co-~~Invest,~~--- ~~L.P., Audax Co~~-~~Invest,~~------------------------------------------------------------ L99.~~P.,~~1 ~~The~~Press ~~Royal~~Release Bank of Scotland plc, New York Branch, Upper Columbia Capital Company, LLC, State Street Bank and Trust Company, the Registrant, ACMI Holdings, Inc., and Madison Capital Funding LLC. 10.75 Form of Guarantee of 17% Senior Subordinated Notes Due 2009 by and between the Registrant, ACMI Holdings, Inc. and each of the Purchasers listed in the Purchase Agreement among ACMI Holdings, Inc., the Registrant, as Issuer and the Purchasers named therein, dated asMay ~~of April 15~~24, ~~2003 (incorporated by reference to Exhibit 10~~2004.70). 10.76 Joinder Agreement dated as of March 14, 2003 signed by FVFN Acquisition Corp. for the benefit of Madison Capital Funding, LLC, as Agent in connection with that certain Guarantee and Collateral Agreement dated as of February 11, 2002 among the Grantors Party thereto and the Agent.

EXHIBIT DESCRIPTION 4.13 Form of 17% Senior Subordinated Notes Due 2009 by and between the Registrant and each of the purchasers listed in the Purchase Agreement among ACMI Holdings, Inc., the Registrant, as Issuer and the Purchasers named therein, dated as of April 15, 2003 (incorporated by reference to Exhibit 10.70). 10.69 Amended and Restated Credit Agreement, dated as of April 15, 2003, by and among the Registrant, as borrower, the financial institutions named therein, as lenders, Madison Capital Funding LLC, as Agent and The Royal Bank of Scotland PLC, New York Branch, as Documentation Agent. 10.70 Purchase Agreement among ACMI Holdings, Inc., the Registrant, as Issuer, and the Purchasers named therein dated as of April 15, 2003. 10.71 Consent and Amendment dated as of April 15, 2003, to the Purchase Agreement dated as of February 11, 2002 and amended as of November 12, 2002, by and among ACMI Holdings, Inc., the Registrant and the Purchasers named therein and to the Warrants issued to the Purchasers pursuant to the Purchase Agreement. 10.72 Asset Purchase Agreement, dated as of March 14, 2003, by and among FVFN Acquisition Corp., as purchaser, the Registrant, as guarantor, Folz Vending Co., Inc. and Folz Novelty Co., Inc., as sellers, The Roger Folz Revocable Trust and Roger Folz. 10.73 Subordination and Intercreditor Agreement dated as of April 15, 2003 by and among Audax Mezzanine Fund, L.P., Audax Trust Co-Invest, L.P., Audax Co-Invest, L.P., AFF Co-Invest, L.P. and the Royal Bank of Scotland plc, New York Branch, the Registrant, ACMI Holdings, Inc. and Madison Capital Funding LLC. 10.74 Amendment No. 1 to Subordination and Intercreditor Agreement dated as of April 15, 2003 among Audax Mezzanine Fund, L.P., Audax Trust Co-Invest, L.P., Audax Co-Invest, L.P., The Royal Bank of Scotland plc, New York Branch, Upper Columbia Capital Company, LLC, State Street Bank and Trust Company, the Registrant, ACMI Holdings, Inc., and Madison Capital Funding LLC. 10.75 Form of Guarantee of 17% Senior Subordinated Notes Due 2009 by and between the Registrant, ACMI Holdings, Inc. and each of the Purchasers listed in the Purchase Agreement among ACMI Holdings, Inc., the Registrant, as Issuer and the Purchasers named therein, dated as of April 15, 2003 (incorporated by reference to Exhibit 10.70). 10.76 Joinder Agreement dated as of March 14, 2003 signed by FVFN Acquisition Corp. for the benefit of Madison Capital Funding, LLC, as Agent in connection with that certain Guarantee and Collateral Agreement dated as of February 11, 2002 among the Grantors Party thereto and the Agent. 10.77 Reaffirmation of Guaranty and Collateral Agreement of Guaranty and Collateral Agreement dated as of February 11, 2002 of the repayment of all of the "Obligations" under the certain Credit Agreement dated as of February 11, 2002, by and among the Registrant, The Royal Bank of Scotland plc, New York Branch as documentation agent, the lenders from time to time party thereto and Madison Capital Funding, LLC, as Agent, Acknowledged and Agreed by the Registrant, ACMI Holdings, Inc., FVFN Acquisition Corp. and Madison Capital Funding, LLC as of April 15, 2003.

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