ITEM 1. BUSINESS
Incorporated in Georgia in 1968, American Consumers, Inc. (the "COMPANY"), operates six (6) supermarkets within a compact geographical area that comprises Northwest Georgia, Northeast Alabama, and Southeast Tennessee.
All of the Company's supermarkets are operated under the name "Shop- Rite." All of the Company's supermarkets are self-service and are engaged in the retail selling of groceries including meats, fresh produce, dairy products, frozen foods, bakery products, tobacco products, and miscellaneous other non-food items. The Company's supermarkets feature national brand merchandise with only a minor part of sales from controlled-label, private-label or generic merchandise. "Controlled-label" or "private-label" merchandise is merchandise purchased from national or local suppliers under a trade name chosen by the wholesaler supplying the merchandise. The Company's supermarkets offer milk and certain dairy products, as well as frozen vegetables and jellies, under the controlled-labels "Hyde Park," "Rainbow" and "Marquee." Bread and related bakery items are also offered as controlled-label groceries.
During the fiscal year ended June 1, 1996, Company's major supplier of staple groceries was Fleming Co., Inc. ("FLEMING") formerly, Malone & Hyde, Inc., with its principal corporate offices in Oklahoma City, Oklahoma. For the fiscal year ended June 1, 1996, approximately 75% of the Company's total inventory purchases of $23,802,567 were made from Fleming. Prior years purchases from Fleming were approximately 69%. One of the Company's stores was supplied by another wholesaler for about five months of the 1995 year. The inventory purchases from Fleming covered all lines of the Company's groceries. Fleming was the Company's principal supplier of tobacco products and meat products. Purchases from Specialty Produce Company, a local produce supplier, account for the majority of the Company's produce purchases.
Various local suppliers within the geographical area served by the Company's supermarkets provide the Company with approximately half of its requirements of certain perishable items, including produce, and account for approximately 25% of the Company's total inventory purchases. The Company believes that there are other adequate and convenient sources of groceries, including several area and local suppliers, which could meet its needs. Accordingly, the Company is not dependent upon any particular supplier for its requirements of groceries.
	The supermarket industry is highly competitive, and the principal method of competition has been, in previous years, the pricing of groceries. The Company's current major competitors now
include various local and three regional chains. The nature of such price competition now includes the sale of selected items at below cost prices as "loss-leaders" or "advertised specials", the practice of "double couponing" or matching coupon discounts with additional cash discounts, as well as the sale of certain main line items at prices below the Company's wholesale cost. The Company believes that its major competitors have been and are able to obtain preferential treatment from suppliers in the form of advertising allowances, lower prices and other concessions not available to the Company which put the Company at a competitive disadvantage. The Company will continue to strive to remain competitive; however, the Company's current major competitors are much larger operations than the Company and, it believes, are in a better position to withstand prolonged price competition. The two locations closed during the 1992-1993 fiscal year were closed in response, primarily, to intense price competition. As part of its response to such price competition, the Company seeks to retain supermarket locations in areas where competition from larger chains is less direct.
	Backlog is not a significant factor in the business of the Company.
	The Company employs approximately 97 full-time employees and approximately 101 part-time and seasonal employees.
	The Company believes it is in compliance with all federal, state and local laws relating to environmental protection. No capital expenditures for equipment relating to environmental protection are presently anticipated.
	The Company is engaged in a single line of business; namely, the retail, self-service grocery business which is not divisible into separate segments. The following table sets forth information for the last three (3) fiscal years as to the total sales and revenue of the Company contributed by each class of products which contributed a significant percentage of the total retail sales and revenues of the Company in the last three (3) fiscal years. 1995 consisted of 53 weeks while 1996 and 1994 consisted of 52 weeks.
ITEM 2.
ITEM 2. PROPERTIES
The executive offices of the Company are located in an 1,800 square- foot office building on Battlefield Parkway in Fort Oglethorpe, Georgia, which the Company holds under a lease for a term of three years, expiring in November 1998, with a one year option to renew through November, 1999.
The Company's supermarkets are located in Ringgold, LaFayette, Chatsworth, and Chickamauga, Georgia; Stevenson, Alabama; and Dayton, Tennessee. All of the six locations are leased from unaffiliated landlords. These leases are presented below:
The supermarkets in Ringgold, LaFayette, and Chatsworth, Georgia; Stevenson, Alabama; and Dayton, Tennessee, are located in strip shopping centers. The store in Chickamauga, Georgia, is free standing.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is a party, or of which any of its property is the subject, nor have any material legal proceedings been terminated during the fourth quarter of the Company's fiscal year.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None. EXECUTIVE OFFICERS OF THE COMPANY
The Company's Board of Directors appoints the Company's Executive Officers for a term of one year. The names, ages, offices held with the Company, business experience during the past five years, and certain directorships held by each of the Company's Executive Officers are set forth in the following table:
				PART II 				-------
ITEM 5.
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER 		MATTERS
The information required by this Item is incorporated herein by reference to page 4 of the Company's annual report to security holders for the fiscal year ended June 1, 1996.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by reference to page 3 of the Company's annual report to security holders for the fiscal year ended June 1, 1996.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 		AND RESULTS OF OPERATIONS
The information required by this Item is incorporated herein by reference to pages 5 through 7 of the Company's annual report to security holders for the fiscal year ended June 1, 1996.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated herein by reference to pages 8 through 19 of the Company's annual report to security holders for the fiscal year ended June 1, 1996.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 		AND FINANCIAL DISCLOSURE
None.
			 PART III 			 --------
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information concerning the Company's Executive Officers is set forth in Part I of this report on Form 10-K under the caption "Executive Officers of the Company." The remaining information required by this Item is incorporated herein by reference to the Company's definitive proxy statement filed with the Securities and Exchange Commission pursuant to Regulation 14A for the Company's Annual Meeting of Shareholders to be held September 12, 1996, under the heading "INFORMATION ABOUT NOMINEES FOR DIRECTOR."
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the Company's definitive proxy statement filed with the Securities and Exchange Commission pursuant to Regulation 14A for the Company's Annual Meeting of Shareholders to be held September 12, 1996, under the headings "EXECUTIVE COMPENSATION" and "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS."
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 		MANAGEMENT
The information required by this Item is incorporated herein by reference to the Company's definitive proxy statement filed with the Securities and Exchange Commission pursuant to Regulation 14A for the Company's Annual Meeting of Shareholders to be held September 12, 1996, under the heading "PRINCIPAL SHAREHOLDERS."
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by reference to the Company's definitive proxy statement filed with the Securities and Exchange Commission pursuant to Regulation 14A for the Company's Annual Meeting of Shareholders to be held September 12, 1996, under the headings "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS" AND "CERTAIN TRANSACTIONS."
				 PART IV 				 -------
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 		FORM 8-K
(a) 1. The following Financial Statements included in the Company's 1996 Annual Report to the security holders for the fiscal year ended June 1, 1996, are incorporated by reference in Item 8 hereof:
		- Report of Independent Accountants
		- Balance Sheets - June 1, 1996 and June 3, 1995
		- Statements of Income and Retained Earnings - Fiscal 			Years Ended June 1, 1996; June 3, 1995; and May 28,
		- Statements of Cash Flows - Fiscal Years Ended June 1, 			1996; June 3, 1995; and May 28, 1994
		- Notes to Financial Statements
	2. None of the schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are required under the related instructions, or else are inapplicable to the Company, and therefore no such schedules have been filed.
	3. The following exhibits are either incorporated by reference or attached to and made a part of this report:
	Exhibit 3 Articles of Incorporation and By-Laws. 				Incorporated by reference to Exhibit 3 				to Form 10-K for the year ended May 29, 				1993.
	Exhibit 10(a) Line of Credit Loan Agreement, related Note 				and Security Agreement dated as of August 				1992 by and between the Company and Wachovia 				Bank of Georgia, N.A.
				Incorporated by reference to Exhibit 10(a) to 				Form 10-K for the year ended May 29, 1993.
	Exhibit 10(b) Financial Management Account Investment/ 				Commercial Loan Access Agreement dated 				October 1, 1993, Amending Line of Credit Loan 				Agreement dated as of August 1992 by and 				between the Company and Wachovia Bank of 				Georgia, N.A. Incorporated by reference to 				Exhibit 10(b) to Form 10-K for the year ended 				June 3, 1995.
	Exhibit 10(c) Note and Security Agreement, together with 				related Addendum to Financial Management 				Account Investment/ Commercial Loan Access 				Agreement between the Company and Wachovia 				Bank of Georgia, N.A., dated July 6, 1994. 				Incorporated by reference to Exhibit 10(c) to 				Form 10-K for the year ended June 3, 1995.
	Exhibit 10(d) Letter Agreement dated December 5, 1994 				amending Financial Management Account 				Investment/Commercial Loan Access Agreement 				between the Company and Wachovia Bank of 				Georgia, N.A. Incorporated by reference to 				Exhibit 10(d) to Form 10-K for the year ended 				June 3, 1995.
	Exhibit 10(e) Promissory Notes to related stockholder. 				Incorporated by reference to Exhibit 10(d) to 				Form 10-K for the year ended May 29, 1993.
	Exhibit 10(f) Lease for the Company's Ringgold, Georgia 				location. Incorporated by reference to 				Exhibit 10(e) to Form 10-K for the year ended 				May 29, 1993.
	Exhibit 10(g) Lease Agreement for the Company's LaFayette, 				Georgia location. Incorporated by reference 				to Exhibit 10(f) to Form 10-K for the year 				ended May 29, 1993.
	Exhibit 10(h) Lease Agreement for the Company's Chatsworth, 				Georgia location. Incorpor- ated by reference 				to Exhibit 10(g) to Form 10-K for the year 				ended May 29, 1993.
	Exhibit 10(i) Lease Agreement for the Company's 				Chickamauga, Georgia location. Incorporated 				by reference to Exhibit 10(h) to Form 10-K 				for the year ended May 29, 1993.
	Exhibit 10(j) Renewal Lease Agreement for the Company's 				Stevenson, Alabama location. Incorporated by 				reference to Exhibit 10(h) to Form 10-K for 				the year ended May 28, 1994.
	Exhibit 10(k) Lease Agreement for the Company's Dayton, 				Tennessee location. Incorporated by 				referenced to Exhibit 10(j) to Form 10-K for 				the year ended May 29, 1993.
	Exhibit 10(l) Lease Agreement for the Company's Trenton, 				Georgia location. Incorporated by reference 				to Exhibit 10(k) to Form 10-K for the year 				ended May 29, 1993.
	Exhibit 10(m) Lease Agreement for the Company's Executive 				offices. Incorporated by reference to 				Exhibit 10(l) to Form 10-K for the year ended 				May 29, 1993.
	Exhibit 10(n) Equipment Lease and Master License Agreement 				dated March 31, 1995 between the Company and 				Fleming Companies, Inc. pertaining to the 				equipment and software for the Company's 				electronic cash registers and scanning 				equipment.
	Exhibit 13 Annual Report to Shareholders for the Fiscal 				Year ended June 3, 1995.
	Exhibit 24 Consent of Messrs. Hazlett, Lewis & Bieter.
(b) The Company has not filed any report on Form 8-K during the last quarter of the period covered by this report.
SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) 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 CONSUMERS, INC.
Date: August 21, 1996 By: s/Michael A. Richardson 						 ----------------------- 						 Michael A. Richardson 						 Chairman of the Board, 						 President and Chief 						 Executive Officer
	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
	Signature Title Date 	--------- ----- ----
s/Michael A. Richardson Chairman of the Board, August 21, 1996 - ----------------------- President and Chief Michael A. Richardson Executive Officer
s/Paul R. Cook Executive Vice- August 21, 1996 - ----------------------- President, Chief Paul R. Cook Financial Officer, 			 Treasurer (Chief 			 Accounting Officer) and 			 Director
s/Virgil E. Bishop Vice-President and August 21, 1996 - ----------------------- Director Virgil E. Biship
s/John P. Price Director August 22, 1996 - ----------------------- John P. Price
s/Thomas L. Richardson Director August 22, 1996 - ----------------------- Thomas L. Richardson
s/Jerome P. Sims Director August 23, 1996 - ----------------------- Jerome P. Sims, Sr.
- ----------------------- Director August __, 1996 Herbert S. Willbanks