SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
UNITED STATES BANKNOTE CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
911623 10 6
(CUSIP Number)
Morris Weissman
Chairman of the Board
United States Banknote Corporation
51 West 52nd Street
New York, New York 10019
(212) 582-9200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 27, 1995
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement
on Scheduled 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following Box [ ].
Check the following box if a fee is being paid with the
statement [ ].
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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SCHEDULE 13D
CUSIP No. 911623 10 6
1. Name of Reporting Person;
S.S. or I.R.S. Identification No. of Above Person
Morris Weissman
2. Check the Appropriate Box if a Member of the Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
OO, PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: United States
7. Sole Voting Power: 1,761,287 Shares
Number of Shares
Beneficially Owned 8. Shared Voting Power: None
by Each Reporting
Person With: 9. Sole Dispositive Power: 1,701,287 Shares
10. Shared Dispositive Power: 60,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,761,287 Shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
13. Percent of Class Represented by Amount in Row (11)
8.9%
14. Type of Reporting Person
IN<PAGE>
The Schedule 13D filed with the Securities and Exchange
Commission on August 6, 1990 by Morris Weissman (the "Reporting
Person") relating to Common Stock, par value $.01 per Share (the
"Shares"), of United States Banknote Corporation, a Delaware
corporation (the "Company"), as amended May 18, 1992, is hereby
amended by adding the information set forth below. Terms defined in
said Schedule 13D are used herein with such defined meanings.
Pursuant to Rule 13d-3(c) the entire text of Schedule 13D is restated
hereby.
Item 1. SECURITY AND ISSUER.
Common stock, par value, $.01 per Share of United States Banknote
Corporation, 51 West 52nd Street, New York, New York 10019.
Item 2. IDENTITY AND BACKGROUND.
Morris Weissman. Business address 51 West 52nd Street, New York,
New York 10019. During the last five years, such person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was, or is, subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to Federal of state securities laws or finding any
violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amendment to the Schedule 13D is being filed to reflect (i)
purchases since May 18, 1992 of 33,800 Shares in open market
transactions (the source of funds for such purchases was personal
funds); (ii) the exercise by the Reporting Person on August 18, 1993
of employee stock options to acquire 66,667 Shares and subsequent sale
at prices of $7.50 and $7.375 per Share of 22,967 and 43,700 Shares,
respectively, exclusive of sales commissions, the source of funds for
which ($2.11 per Share) was advanced by Smith Barney Shearson pursuant
to cashless exercise arrangements; (iii) the exercise by the Reporting
Person on August 30, 1993 of warrants to acquire 20,000 Shares and
subsequent sale at a price of $7.375 of 20,000 Shares, exclusive of
sales commissions, the source of funds for which ($0.011 per Share)
was advanced by Smith Barney Shearson pursuant to cashless exercise
arrangements; (iv) the exercise by the Reporting Person on August 31,
1993 of warrants to acquire 5,000 Shares and subsequent sale at a
price of $7.375 of 5,000 Shares, exclusive of sales commissions, the
source of funds for which ($0.011 per Share) was advanced by Smith
Barney Shearson pursuant to cashless exercise arrangements; (v) the
exercise by the Reporting Person on September 8, 1993 of warrants to
acquire 4,500 Shares and subsequent sale at a price of $7.125 of 4,500
Shares, exclusive of sales commissions, the source of funds for which
($0.011 per Share) was advanced by Smith Barney Shearson pursuant to
cashless exercise arrangements; (vi) the exercise by the Reporting
Person on September 10, 1993 of warrants to acquire 1,000 Shares and
subsequent sale at a price of $7.125 of 1,000 Shares, exclusive of
sales commissions, the source of funds for which ($0.011 per Share)
was advanced by Smith Barney Shearson pursuant to cashless exercise
arrangements, and (vii) the disposition of 25,000 Shares and 30,000
Shares on August 19, 1993, and May 25, 1994, respectively, to the
Reporting Person's spouse as gifts.
Item 4. PURPOSE OF TRANSACTION
The purpose of the transactions described herein is investment.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person owns beneficially (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the Rules thereunder) a total of 1,761,287 Shares,
constituting approximately 8.9% of the Shares outstanding (computed in
accordance with Rule 13d-3(d) and under the Exchange Act). The
Reporting Person has sole voting power with respect to 1,761,287
Shares and sole dispositive power with respect to 1,701,287 Shares.
Such beneficial ownership consists of (i) 902,620 outstanding Shares
beneficially owned by the Reporting Person, (ii) 604,167 Shares
issuable upon exercise of the options held by the Reporting Person
under the Company's stock plans which are exercisable within 60 days
of the date hereof, (iii) 139,500 Shares issuable upon exercise of the
Performance Warrants under the Company's performance warrant plan (iv)
55,0000 Shares beneficially owned by the Reporting Person's spouse and
(v) 60,000 Shares beneficially owned by the Reporting Person's former
spouse, but as to which the Reporting Person has sole voting power and
a right of first refusal with respect to any sale of such Shares. The
Reporting Person did not effect any transactions in the Shares during
the 60-day period except that on March 16, 1995 and March 17, 1995,
the Reporting Person acquired 5,000 Shares and 5,000 Shares,
respectively, in open market transactions at a purchase price of
$1.625 per Share.
The Reporting Person disclaims beneficial ownership pursuant to
Rule 13d-4 under the Exchange Act as to 91,875 Shares held pursuant to
a Trust Agreement dated March 27, 1995 issued pursuant to the
Company's Executive Incentive Plan.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Performance Warrants for 139,500 Shares pursuant to the Company's
Performance Warrant Plan are presently exercisable at a price of
$0.011 per Share. Pursuant to the Company's 1990 Employee Stock
Option Plan, as amended and restated (the "Plan"), the Company granted
to the Reporting Person ten-year stock options to purchase 100,000,
60,000, 285,000 and 250,000 Shares, respectively, at exercise prices
of $2.11, $4.19 $6.1875 and $6.625 per Share, respectively. Each
option becomes exercisable at the rate of 33 1/3% of the Shares
subject thereto on each of the first three anniversaries of their
respective dates of grant. Pursuant to the Plan, the Company granted
to the Reporting Person ten-year stock options to purchase 237,500
Shares at an Exercise price of $4.375 which becomes exercisable 50% on
the date of grant and 50% on the first anniversary of the date of
grant. On the date of this Amendment, an aggregate of 604,167 Shares
are issuable upon exercise of such options at the prices noted above.
As of August 30, 1994, 584,062 Shares were pledged pursuant to a
Loan and Pledge Agreement dated as of August 1, 1994 by and between
the Reporting Person and Citibank N.A. which contains only standard
default provisions. Reference is made to Item 5(v) with respect to
60,000 Shares.
Item 7. EXHIBITS.
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: March 27, 1995
_________________________
Morris Weissman
