LIBRA ADVISORS INC
SC 13G, 1999-10-08
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No.  )*

                      American Bank Note Holographics, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    024490104
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                               September 28, 1999
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/_/ Rule 13d-1(b)
/X/ Rule 13d-1(c)
/_/ Rule 13d-1(d)

*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).

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CUSIP No.  024490104
- --------------------------------------------------------------------------------
1        NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

         Libra Advisors, LLC
- --------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) /_/
                (See Instructions)                                       (b) /_/
- --------------------------------------------------------------------------------
3        SEC USE ONLY

- --------------------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION

         New York
- --------------------------------------------------------------------------------
                         5     SOLE VOTING POWER

      NUMBER OF        ---------------------------------------------------------
       SHARES            6     SHARED VOTING POWER
    BENEFICIALLY               711,100
      OWNED BY         ---------------------------------------------------------
        EACH             7     SOLE DISPOSITIVE POWER
      REPORTING
       PERSON          ---------------------------------------------------------
         WITH            8     SHARED DISPOSITIVE POWER
                               711,100
- --------------------------------------------------------------------------------
9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                           711,100

- --------------------------------------------------------------------------------
10       CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
                               (See Instructions)                           /_/

- --------------------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                           5.2%
- --------------------------------------------------------------------------------
12       TYPE OF REPORTING PERSON (See Instructions)
                           00
- --------------------------------------------------------------------------------

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CUSIP No.  024490104

- --------------------------------------------------------------------------------
1        NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS.  OF ABOVE PERSONS (entities only)

         Ranjan Tandon.
- --------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                (See Instructions)                                       (a) /_/
                                                                         (b) /_/
- --------------------------------------------------------------------------------
3        SEC USE ONLY

- --------------------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION

         United States
- --------------------------------------------------------------------------------
                       5       SOLE VOTING POWER

      NUMBER OF        ---------------------------------------------------------
       SHARES          6       SHARED VOTING POWER
    BENEFICIALLY               711,100
      OWNED BY         ---------------------------------------------------------
        EACH           7       SOLE DISPOSITIVE POWER
      REPORTING
       PERSON          ---------------------------------------------------------
         WITH          8       SHARED DISPOSITIVE POWER
                               711,100
                       ---------------------------------------------------------
9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                           711,100
- --------------------------------------------------------------------------------
10       CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
                                (See Instructions)                           /_/

- --------------------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                           5.2%
- --------------------------------------------------------------------------------
12       TYPE OF REPORTING PERSON (See Instructions)
                           IN
- --------------------------------------------------------------------------------

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Item 1.           (a)      Name of Issuer:

                           American Bank Note Holographics, Inc.

                  (b)      Address of Issuer's Principal Executive Offices:

                           339 Executive Boulevard
                           Elmsford, New York 10523

Item 2.           (a)(b)(c)Name of Person Filing; Address of Principal Business
                           Office or, if none Residence; Citizenship:

                           This Schedule 13G is being filed jointly by Libra
                           Advisors, LLC, a New York limited liability company
                           ("Advisors") and Ranjan Tandon, a United States
                           citizen ("R. Tandon") (collectively, the "Reporting
                           Persons"). R. Tandon is the sole voting member and
                           Manager of Advisors. Advisors is the General Partner
                           of Libra Fund, L.P. and the Investment Adviser to an
                           offshore fund. The business address of each Reporting
                           Person is 277 Park Avenue, 26th Floor, New York, New
                           York, 10172.

                  (d)      Title of Class of Securities:

                           Common Stock

                  (e)      CUSIP Number:

                           024490104

Item 3.           If this statement is being filed pursuant to Rule 13d-1(b),
                  or 13d-2(b), check whether the person filing is an:

                  (a)/ / Broker or Dealer registered under Section 15 of the Act
                  (b)/ / Bank as defined in section 3(a)(6) of the Act
                  (c)/ / Insurance Company as defined in section 3(a)(19) of the
                         Act
                  (d)/ / Investment Company registered under section 8 of the
                         Investment Company Act of 1940
                  (e)/ / An Investment Adviser in accordance with Rule
                         13d-1(b)(1)(ii)(E)
                  (f)/ / An Employee Benefit Plan or Endowment Fund in
                         accordance with Rule 13d-1(b)(1)(ii)(F)
                  (g)/ / A Parent Holding Company or Control Person in
                         accordance with Rule 13d-1(b)(ii)(G)

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                  (h)/ / A Savings Association as defined in Section 3(b) of the
                         Federal Deposit Insurance Act
                  (i)/ / A Church Plan that is excluded from the definition of
                         an investment company under Section 3(c)(14) of the
                         Investment Company Act of 1940
                  (j)/ / Group, in accordance with 13d-1(b)(1)(ii)(J)

Item 4.           Ownership:

                  (a)      Amount Beneficially Owned: 711,100

                  (b)      Percent of Class:         5.2%

                  (c)      Number of Shares as to which such person has:

                           (i)      sole power to vote or direct the vote - 0

                           (ii)     shared power to vote or direct the
                                    vote - 711,100*

                           (iii)    sole power to dispose or direct the
                                    disposition of - 0

                           (iv)     shared power to dispose or direct the
                                    disposition of - 711,100*

                  *See Attachment A

Item 5.           Ownership of Five Percent or Less of a Class:

                           If this statement is being filed to report the fact
                           that as of the date hereof the reporting person has
                           ceased to be the beneficial owner of more than five
                           percent of the class of securities check the
                           following [ ]

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person:

                  N/A

Item 7.           Identification and Classification of the Subsidiary which
                  Acquired the Security Being Reported on by the Parent Holding
                  Company

                  N/A

Item 8.           Identification and Classification of Members of the Group

<PAGE>

                  N/A

Item 9.           Notice of Dissolution of Group

                  N/A

Item 10.          Certification

                           By signing below I certify that, to the best of my
                           knowledge and belief, the securities referred to
                           above were not acquired and are not held for the
                           purpose of or with the effect of changing or
                           influencing the control of the issuer of the
                           securities and were not acquired and are not held in
                           connection with or as a participant in any
                           transaction having that purpose or effect.

<PAGE>

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.

                                                       LIBRA ADVISORS, LLC

                                                       By:/s/ Ranjan Tandon
                                                          -----------------
                                                       Name: Ranjan Tandon
                                                       Title: Manager

                                                       /s/ Ranjan Tandon
                                                       -----------------
                                                       RANJAN TANDON

Dated: October 4, 1999

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                                  ATTACHMENT A

         As of October 4, 1999, Advisors is the beneficial owner of an aggregate
of 711,100 shares of Common Stock, for a total beneficial ownership of 5.2% of
the outstanding shares of Common Stock. Advisors, as Investment Advisor to an
offshore fund that owns 35,000 shares of Common Stock (0.3%), has the power to
vote and to direct the voting of and the power to dispose and direct the
disposition of those shares. As the General Partner of Libra Fund, L.P., which
owns 676,100 shares of Common Stock (5.0%), Advisors has the power to vote and
to direct the voting of and the power to dispose and direct the disposition of
those shares. In addition, as the sole voting member and Manager of Advisors, R.
Tandon may be deemed to have the power to vote and to direct the voting of and
the power to dispose and direct the disposition of the 711,100 shares of Common
Stock (5.2%) beneficially owned by Advisors.

<PAGE>

                            AGREEMENT OF JOINT FILING

         In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other persons signatory below of a statement on Schedule 13G or any amendments
thereto, with respect to the Common Stock of American Bank Note Holographics,
Inc., and that this Agreement be included as an attachment to such filing.

         This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.

         IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on
the 4th day of October, 1999.

                                                        LIBRA ADVISORS, LLC

                                                        By:/s/ Ranjan Tandon
                                                           -----------------
                                                        Name: Ranjan Tandon
                                                        Title: Manager

                                                        /s/ Ranjan Tandon
                                                        -----------------
                                                        RANJAN TANDON



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