<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Amendment No. 1
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 1995
AMERICAN BANKNOTE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-3410 13-0460520
(Commission File No.) (IRS Employer Identification No.)
51 West 52nd Street, New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's Telephone No., including area code: (212) 582-9200
<PAGE>
<PAGE>
The undersigned Company hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K
dated July 10, 1995, as set forth in the pages attached hereto:
Item 7 (a) - Financial Statements of Business Acquired
Item 7 (b) - Pro Forma Financial Information
Item 7 (c) - Exhibits
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<PAGE>
ITEM 7 - Financial Statements, Pro Forma Financial Information and
Exhibits
(a) - Financial Statements of Business Acquired
The following audited financial statements of Grafica Bradesco Ltda.
And the report of the Independent Accountants with respect thereto:
1. The Report of Independent Accountants with respect to
the balance sheets of Grafica Bradesco Ltda. As of
December 31, 1994,1992, and 1993 and the related
statements of income, quotaholders' equity and changes
in financial position for the years then ended all
prepared in reais with constant purchasing power(full
indexation)as of December 31, 1994.
2. The Report of Independent Accountants with respect to
the balance sheets of Grafica Bradesco Ltda. As of
December 31, 1994, 1993 and 1992
3. Balance sheets as of December 31, 1994, 1993, and 1992.
4. Statements of income for the years end December 31,
1994, 1993, and 1992.
5. Statements of Quotaholders' Equity for the years end
December 31, 1994, 1993, and 1992.
6. Statements of Changes in Financial Position for the
years end December 31, 1994, 1993, and 1992.
7. Notes to Financial Statements
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<PAGE>
Financial Statements
Grafica Bradesco Ltda.
Years ended December 31, 1994,
1993 and 1992 with Report of
Independent Auditors
ERNST & YOUNG
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GRAFICA BRADESCO LTDA.
FINANCIAL STATEMENTS
Years ended December 31, 1994, 1993 and 1992
Contents
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Quotaholders' Equity . . . . . . . . . . . . . . . . . 5
Statements of Changes in Financial Position. . . . . . . . . . . . . 6
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . 7
<PAGE>
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ERNST & YOUNG
Condoninio Sao Luis Telefone: (011) 820-8277
Torre 1 - 8 andar Telefax: (011) 820-6840
Av. Pres Jusceline Kubitschek, 1830
04543900 - Sao Paulo - SP - Brazil
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Quotaholders
Grafica Bradesco Ltda.
We have audited the accompanying balance sheets of Grafica Bradesco Ltda.
as of December 31, 1994, 1993 and 1992 prepared in reais with constant
purchasing power (full indexation), and the related statements of income,
quotaholders' equity and changes in financial position for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards in Brazil and the United States. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, prepared in
reais with constant purchasing power (full indexation), present fairly, in
all material respects, the financial position of Grafica Bradesco Ltda. at
December 31, 1994, 1993 and 1992, and the results of its operations, and
changes in its financial position for the years then ended in conformity
with accounting principles generally accepted in Brazil which differ in
certain respects from those followed in the United States (see Note 10 to
the financial statements).
Sao Paulo, Brazil, April 20, 1995
ERNST & YOUNG
Auditores Independentes S.C.
CRC-SP 15.199
Claudio Gongalo Longo
Accountant CRC-SP 65.872
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GRAFICA BRADESCO LTDA.
BALANCE SHEET
December 31, 1994, 1993 and 1992
(Expressed in Reais--R$)
<TABLE>
1994 1993 1992
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and banks 287 7,206 1,081
Short-term investments - 1,251,458 1,777,962
Accounts receivable 921,371 2,526,467 1,888,641
Allowance for doubtful
accounts (13,820) (37,897) (56,659)
Other credits 402,052 281,885 336,231
Fixed income
securities 46,339,731 36,351,744 30,047,710
Inventories
Finished goods 263,074 609,916 436,475
Work in process 440,996 545,373 332,337
Raw material 2,800,525 1,030,174 1,303,440
Other 93,128 52,052 31,817
3,597,723 2,237,515 2,104,069
TOTAL CURRENT ASSETS 51,247,344 42,618,378 36,099,035
Other assets
Tax incentive
deposits 814,275 3,213 18,576
Compulsory deposits 9,514 8,591 7,927
823,789 11,804 26,503
Tax incentive
investments 9,749 3,343 2,685
Machinery and
equipment 20,731,589 21,525,288 21,430,017
Accumulated
depreciation (18,997,722) (19,377,090) (18,551,828)
1,733,867 2,148,198 2,878,189
Deferred charges - net 66,867 - -
1,810,483 2,151,541 2,880,879
TOTAL ASSETS 53,881,616 44,781,723 39,006,412
</TABLE>
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<TABLE>
1994 1993 1992
LIABILITIES AND
QUOTAHOLDERS' EQUITY
<S> <C> <C> <C>
Current liabilities:
Accounts payable
-suppliers 659,382 498,574 319,476
State value-added
and sundry taxes 955,561 955,633 1,015,827
Payroll and social
charges payable 161,768 136,364 147,140
Income tax payable 457,530 611,678 1,775,563
Accrual for vacation 313,090 255,009 215,423
Other accruals 484,098 629,738 707,556
Income tax on short-
term investments 1,362,507 - -
4,393,936 3,086,996 4,180,985
Long-term liabilities
Deferred income tax 1,065,713 1,197,078 1,602,270
Quotaholders' equity 48,421,967 40,497,649 33,223,157
TOTAL LIABILITIES AND
QUOTAHOLDERS' EQUITY 53,881,616 44,781,723 39,006,412
</TABLE>
See accompanying notes.
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GRAFICA BRADESCO LTDA.
STATEMENT OF INCOME
Years Ended December 31, 1994, 1993, 1992
(Expressed in Reais--R$)
1994 1993 1992
<TABLE>
<S> <C> <C> <C>
Sales and services
rendered 41,388,750 33,540,188 32,761,503
Taxes and sales
returns (3,837,584) (3,124,032) (2,856,539)
Net sales and
services rendered 37,551,166 30,416,156 29,904,964
Cost of sales and
services rendered (23,009,674) (14,009,659) (17,870,553)
14,541,492 16,406,497 12,034,411
Operating expenses:
Selling expenses (57,064) (80,679) (64,364)
Administrative
expenses (4,482,805) (2,949,661) (2,131,399)
Financial expenses (1,504,216) (523,822) (274,649)
Interest income 4,529,959 2,824,898 904,889
Other operating
expenses (1,190,094) (1,191,141) (1,755,773)
Other expenses (1,251,813) (4,171,650) (1,347,185)
(3,956,033) (6,092,055) (4,668,481)
10,585,459 10,314,442 7,365,930
Non-operating income 500,011 124,173 130,506
Income before income
taxes 11,085,470 10,438,615 7,496,436
Provision for income
taxes (3,875,393) (3,586,878) (2,654,474)
Deferred income
taxes 131,365 405,192 (1,135,137)
Net income 7,341,442 7,256,929 3,706,825
</TABLE>
See accompanying notes.
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GRAFICA BRADESCO LTDA.
STATEMENT OF QUOTAHOLDERS' EQUITY
Years ended December 31, 1994, 1993, 1992
(Expressed in Reais--R$)
Monetarily
Corrected Income Retained
Capital Reserve Earnings Total
<TABLE>
<S> <C> <C> <C> <C>
Balance at
December 31, 1991 14,648,570 7,979,529 7,042,388 29,670,487
Prior year adjustment
special monetary
correction 1989 233,847 233,847
Net income for the year 3,706,825 3,706,825
Quotaholder's 8%
withholding tax on
distributable earnings (388,002) (388,002)
Balance at
December 31, 1992 14,882,417 7,979,529 10,361,211 33,223,157
Tax incentive
deposits 17,563 17,563
Net income for
the year 7,256,929 7,256,929
Balance at
December 31, 1993 14,899,980 7,979,529 17,618,140 40,497,649
Tax incentive
deposits 582,876 582,876
Net income for
the year 7,341,442 7,341,442
Balance at
December 31, 1994 15,482,856 7,979,529 4,959,582 48,421,967
</TABLE>
See accompanying notes.
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GRAFICA BRADESCO LTDA.
STATEMENT OF CHANGES IN FINANCIAL POSITION
Years ended December 31, 1994, 1993 and 1992
(Expressed in Reais--R$)
1994 1993 1992
<TABLE>
<S> <C> <C> <C>
Sources of working capital
Net income for the year 7,341,442 7,256,929 3,706,825
Expenses not affecting
working capital:
Depreciation and
amortization 786,163 975,089 1,110,149
Net book value of
machinery and equipment
disposals 112,048 2,095 26,953
Prior year adjustment - - 233,847
Tax incentives deposits 582,876 17,563 -
Increase in deferred
income tax - - 1,135,137
Decrease in other assets - 14,041 211,569
8,822,529 8,265,717 6,424,480
Application of working
capital
Increase in other assets 818,391 - -
Purchase of machinery
and equipment 474,938 246,193 365,050
Increase in deferred charges 75,809 - -
Decrease in deferred
income tax 131,365 405,192 -
Quotaholders' 8%
withholding tax on
distributable earnings - - 388,002
Total applications 1,500,503 651,385 753,052
Increase in working capital 7,322,026 7,614,332 5,671,428
Changes in working capital
Current assets:
Beginning of year 42,618,378 36,099,035 28,833,401
End of year 51,247,344 42,618,378 36,099,035
8,628,966 6,519,343 7,265,634
Current liabilities:
Beginning of year 3,086,996 4,181,985 2,587,779
End of year 4,393,936 3,086,996 4,181,985
1,306,940 1,094,989 1,594,206
Increase in working capital 7,322,026 7,614,332 5,671,428
</TABLE>
See accompanying notes.<PAGE>
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GRAFICA BRADESCO LTDA.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993 and 1992
(Expressed in Reais--R$)
1. Presentation of financial statements - Full Indexation
The financial statements expressed in currency of constant purchasing
power (full indexation) are prepared in conformity with accounting
principles generally accepted in Brazil. Amounts are stated in
currency of the purchasing power at December 31, 1994, based on the
UFIR (Fiscal Reference Unit) index.
The statements of income, shareholders' equity and changes in
financial position encompass amounts originally expressed in both
cruzeiros reais and reais. The conversion of cruzeiros reais into
reais for the period from January 1 to June 30, 1994 was effected at
the parity of CR$2,750 to R$1.00. The "real" was introduced on July
1, 1994.
Revenues and expenses reflect nominal balances adjusted by losses and
gains on the related assets and liabilities, so as to eliminate the
effect of the inflation component. The adjusted amounts are converted
monthly into UFIRs, based on the latter's average monthly value.
Depreciation and amortization charges are recorded in subsidiary
ledgers in UFIRs. The amounts computed in UFIRs are converted into
reais based on the UFIR value at the balance sheet date of R$0.6767.
2. Summary of principal accounting practices
(a) Income and expenses are recorded on the accrual basis.
(b) Allowance for doubtful accounts is constituted in an amount
deemed adequate to cover potential credit losses.
(c) Investments in fixed income securities are stated at cost plus
accrued income, not exceeding the market value.
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GRAFICA BRADESCO LTDA.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993 and 1992
(Expressed in Reais--R$)
2. Summary of principal accounting practices--continued
(d) Inventories are valued at the lower of cost or market.
Inventories comprised of raw material and maintenance material are
valued at average cost. Finished goods and work in progress are
valued at 70% and 56% respectively, of the highest selling price
during the year. The adoption of fiscal criteria does not
significantly affect the balance sheets and income for the year.
(e) Fixed assets are stated at cost less accumulated depreciation,
which are monetarily corrected.
Depreciation is provided by the straight-line method based upon the
estimated useful lives of the various classes of assets. Machinery
and equipment 10%; furniture and fixture 10% and vehicles 20%.
(f) Income and social contribution taxes are calculated based on
taxable income for each month, adjusted to conform with the current
governmental legislation.
(g) Deferred income taxes were recognized on timing differences that
are expected to reverse.
3. Fixed income securities
The investments in fixed income securities consists of:
1994 1993 1992
"Commodities" funds 24,392,847 - -
Bank deposit certificates 7,705,781 36,351,744 29,485,327
Fixed income funds 14,241,103 - 562,383
46,339,731 36,351,744 30,047,710
4. Inventories
1994 1993 1992
Finished goods 263,074 609,916 436,475
Work-in-process 440,996 545,373 332,337
Raw material 2,800,525 1,030,174 1,303,440
Other 93,128 52,052 31,817
3,597,723 2,237,515 2,104,069
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GRAFICA BRADESCO LTDA.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993 and 1992
(Expressed in Reais--R$)
5. Machinery and Equipment
1994 1993 1992
Machinery and equipment 20,265,541 20,859,881 20,783,229
Furniture and fixtures 331,347 340,019 328,967
Accessories 128,161 172,108 172,108
Vehicles - 141,972 134,405
Systems of communication 2,067 6,835 6,835
Tools and instruments 4,473 4,473 4,473
20,731,589 21,525,288 21,430,017
Accumulated depreciation (18,997,722) (19,377,090) (18,551,828)
1,733,867 2,148,198 2,878,189
6. Capital
At December 31, 1994 capital is represented by 3,600,000,000 quota
(shares)(140,000,000 in 1993 and 11,000,000,000 in 1992).
7. Related party transactions
Transactions relating to fixed income securities, accounts
receivable, sales of products to companies in the Bradesco Group are
made under the same conditions as those with third parties.
1994 1993 1992
Accounts receivable from
related parties 784,781 2,336,194 1,713,370
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GRAFICA BRADESCO LTDA.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993 and 1992
(Expressed in Reais--R$)
8. Allocation of Gain and Losses on Monetary Items
In accordance with Brazilian Securities and Exchange Commission (CVM)
instructions, income and expenses are adjusted by the related gains
and losses on related monetary liabilities and assets, as shown
below:
Gains (Losses)
Income statement accounts 1994 1993 1992
Cost of goods sold (1,625,355) (439,159) (3,209,576)
Administration expenses 382,484 502,632 343,566
Financial revenue (100,061,601) (117,417,778) (74,906,167)
Financial expenses 5,747,679 11,123,473 8,324,930
Selling expenses 63,513 116,404 176,847
Other expenses (1,291,323) (4,199,875) (1,355,066)
(96,784,603) (110,314,303) (70,625,466)
9. Changes in tax legislation
Through provisional Measure No. 812 of December 30, 1994, converted
into Law No. 8.981 on January 20, 1995, the Federal Government made
changes in the tax legislation which, among other aspects, limited
the compensation of income tax loss carry forwards to 30% of taxable
income for the year.
10. Differences between Brazilian and United States generally
accepted accounting principles ("GAAP")
The Company's financial statements are prepared based on accounting
principles generally accepted in Brazil ("Brazilian GAAP"), which
differ in certain respects from United States generally accepted
accounting principles ("U.S. GAAP").
Constant Currency Financial Statement
The presentation of financial statement in constant purchasing power
(full indexation) for domestic Brazilian entities represents a
comprehensive measure of the effects of price level changes in the
inflationary Brazilian economy and, as such, is considered a more
meaningful presentation than financial reporting based on historical
cost for Brazilian and U.S. accounting purposes. The principal
differences other than inflation accounting, between Brazilian and
U.S. GAAP that significantly affect net income and total
quotaholders' equity as of each of the years ended December 31, 1994,
1993 and 1992 are as follows:<PAGE>
<PAGE>
GRAFICA BRADESCO LTDA.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993 and 1992
(Expressed in Reais--R$)
10. Differences between Brazilian and United States generally
accepted accounting principles ("GAAP")--continued
Related party transactions
The parent provides the Company with operating facilities and utilities
at no charge. The annual fair market value for those services based on
1995 estimates and the related income tax effects approximated the
following:
1994 1993 1992
Rent 1,296,000 1,296,000 1,296,000
Utilities 360,000 360,000 360,000
Tax effects (678,960) (678,960) (745,200)
Adjustment 977,040 977,040 910,800
These adjustments would have affected the amounts reported under
Brazilian GAAP as follows:
1994 1993 1992
Net income under
Brazilian GAAP 7,341,442 7,256,929 3,706,825
Adjustment (977,040) (977,040) (910,800)
Net income under
US GAAP 6,364,402 6,279,889 2,796,025
Retained earnings
under Brazilian GAAP 24,959,582 17,618,140 10,361,211
Adjustment (2,864,880) (1,887,840) (910,800)
Retained earnings
under US GAAP 22,094,702 15,730,300 9,450,411
Capital under
Brazilian G 15,482,856 14,899,980 14,882,417
Adjustment 2,864,880 1,887,840 910,800
Capital under
US GAAP 18,347,736 16,787,820 15,793,217
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GRAFICA BRADESCO LTDA.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993 and 1992
(Expressed in Reais--R$)
10. Differences between Brazilian and United States generally accepted
accounting principles ("GAAP")--continued
Supplementary U.S. disclosures - Cash flow information
Statements of cash flows required by U.S. GAAP are as follows:
1994 1993 1992
Operating activities
Net income 7,341,442 7,256,929 3,706,825
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and
amortization 786,163 975,089 1,110,149
Gain on sales of
machinery and equipment (372,638) (10,777) (77,066)
Prior year adjustment - - 233,847
Changes in operating
assets and liabilities:
Decrease(increase) in
accounts receivable 1,605,096 (637,826) 10,723,435
Decrease in allowance
for doubtful accounts (24,077) (18,762) (32,612)
Decrease (increase) in
other credits (120,167) 54,346 268,181
Increase in inventories (1,360,208) (133,446) 1,565,634
Increase (decrease) in
accounts payable -
suppliers 160,808 179,098 (205,477)
Increase (decrease) in
state value-added and
sundry taxes (72) (60,194) 375,429
Increase (decrease) in
payroll and social
charges payable 25,404 (10,776) 64,771
Increase (decrease) in
income tax payable (154,148) (1,163,885) 1,206,837
Increase (decrease) in
accrual for vacation 58,081 39,586 (49,113)
<PAGE>
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GRAFICA BRADESCO LTDA.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993 and 1992
(Expressed in Reais--R$)
10. Differences between Brazilian and United States generally accepted
accounting principles ("GAAP")--continued
1994 1993 1992
Increase (decrease) in
other payable
and accruals (145,640) (78,818) 596,640
Increase in income tax
on short-term
investment 1,362,507 - -
Increase (decrease) in
deferred income tax (131,365) (405,192) 1,135,137
Net cash provided by
operating activities 9,031,186 5,985,372 20,622,617
Investing activities
Purchase of machinery
and equipment (474,938) (246,193) (365,050)
Proceeds from disposal
of equipment 484,686 12,872 104,019
Decrease (increase)
in other assets (818,391) 14,041 211,569
Increase in deferred
charges (75,809) - -
Tax incentives deposits 582,876 17,563 -
Quotaholders' 8%
withholding tax on
distributable earnings - - (388,002)
Net cash used in
investing activities (301,576) (201,717) (437,464)
Financing Activities
Decrease in foreign
notes payable - - (394,871)
Net cash used in
financing activities - - (394,871)
<PAGE>
<PAGE>
GRAFICA BRADESCO LTDA.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993 and 1992
(Expressed in Reais--R$)
10. Differences between Brazilian and United States generally accepted
accounting principles ("GAAP")--continued
1994 1993 1992
Net increase in cash
and cash equivalents 8,729,610 5,783,655 19,790,282
Cash and cash equivalents
at beginning of year 37,610,408 31,826,753 12,036,471
Cash and cash equivalents
at end of year 46,340,018 37,610,408 31,826,753
Income tax paid 3,717,941 1,595,746 738,726
Fair Values of Financial Instruments
The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments at
December 31, 1994, 1993 and 1992:
Cash, short-term investments and fixed income securities: The
carrying amounts reported in the balance sheets approximate fair
value.
<PAGE>
<PAGE>
ITEM 7 - Financial Statements, Pro Forma Financial Information and
Exhibits
(b) Pro Forma Financial Information
COMBINED UNAUDITED PRO FORMA FINANCIAL INFORMATION
Effective as of July 1, 1995, the Company's Brazil subsidiary,
American Bank Note Company Grafica e Servicos Ltda. ("ABN-Brazil"),
acquired the printing business and operations of Grafica Bradesco Ltda.
("Grafica Bradesco") from Banco Bradesco S.A. (Brazil)("Banco Bradesco").
Under the terms of the acquisition agreement, Banco Bradesco became a
holder of 22.5% of ABN-Brazil, in exchange for the business and certain
operating assets of Grafica Bradesco valued at approximately $18 million.
Grafica Bradesco is engaged in the business of check printing, check
personalization, printing of continuous forms, deposit slips, financial
cards and insurance policies. ABN-Brazil will continue to be the
principal supplier for Banco Bradesco under a multi-year contract and will
continue to operate in the Sao Paulo location of Grafica Bradesco for up
to one year. The acquisition was accounted for as a purchase.
The following unaudited Pro Forma Combined Balance Sheet gives effect
to the acquisition of certain assets of Grafica Bradesco as if the
transaction had occurred on June 30, 1995. Certain major assets,
consisting principally of cash and equivalents, receivables and
investments included in the Grafica Bradesco historical financial
statements filed with this Form 8-K/A were not acquired from Banco
Bradesco and are eliminated to arrive at the pro forma amounts.
The unaudited Pro Forma Combined Statement of Operations for the year
ended December 31, 1994 and the six months ended June 30, 1995 combined
the historical results of operations of the Company and the operations of
Grafica Bradesco acquired and assume that the acquisition had been
effective as of the beginning of the periods presented. Substantial
financial income related to the assets not acquired have been eliminated
from the Grafica Bradesco Statement of Operations.
The pro forma adjustments included in the accompanying Combined
Unaudited Pro Forma Financial Information are based upon the estimated
fair value of the assets acquired and liabilities assumed of Grafica
Bradesco and are based on preliminary estimates, evaluations and other
data which are currently available and may change as a result of further
analysis. However, management does not believe the allocation of the
purchase price will be materially different from the estimates herein.
<PAGE>
<PAGE>
The Pro Forma Combined Financial Statements have been prepared using
US Generally Accepted Accounting Principles ("GAAP"), including certain
purchase accounting assumptions. The Grafica Bradesco historical
financial statements included in the Pro Forma Combined Statements of
Operations have been translated into US dollars in accordance with SFAS
No. 52 "Foreign Currency Translation" ("SFAS No. 52") for hyper-inflationary
economies which results in a remeasurement of the historical
reais financial statements as if the US dollar were the functional
currency. This SFAS requires (i) that translation of monetary assets
and liabilities be made at year-end exchange rates; (ii) that nonmonetary
assets and liabilities and related income statement items be translated at
historical rates and (iii) that remaining revenues and expenses be
translated at average rates. Such remeasurement of the historical reais
financial statements results in a foreign exchange gain or loss on
monetary assets/liabilities that are not denominated in US dollars and the
gain or loss is included in determining net income.
The predecessor financial statements of Grafica Bradesco included
elsewhere herein include adjustments necessary to present the financial
statements in accordance with GAAP and have been price-level restated in
order to reflect the effect of the changes in the purchasing power of the
Brazilian currency. Accordingly, the financial statements have been
remeasured into Brazilian reais of constant purchasing power as at
December 31, 1994 from the basic underlying historical local currency
records (various currencies during the Grafica Bradesco's existence),
using the Consumer and General Price Indexes which are considered to
measure most closely the general price increases for a broad range of
goods and services over the periods involved. Such remeasurement in terms
of constant purchasing power results in a gain or loss on monetary assets
and liabilities, regardless of the currency involved. In addition, the
foreign exchange gain or loss in the reais financial statements is based
on balances that are not denominated in reais.
The foregoing financial statements cannot be reconciled, as the
financial statements included in Pro Forma Combined Statements of
Operations are remeasured into US dollars using SFAS No. 52 and include
certain purchase accounting adjustments, and the predecessor financial
statements are prepared using reais of constant purchasing power over the
periods involved.
<PAGE>
<PAGE>
The Combined Unaudited Pro Forma Financial Information is presented
for informational purposes only and does not purport to represent what the
Company's results of operations would have been had the transaction
described in fact occurred at the beginning of the periods indicated or to
project the Company's results of operations for any future date or period.
The Combined Pro Forma Financial Information has been prepared by the
Company and all calculations have been based upon assumptions deemed
appropriate by the Company. Certain of these assumptions are set forth
under the Notes to the Unaudited Pro Forma Combined Financial Statements.
These statements should be read in conjunction with the historical
consolidated financial statements and the notes thereto of the Company
included in the Company's latest annual report on Form 10-K, the Company's
latest quarterly report on Form 10-Q and the historical financial
statements and the notes thereto of Grafica Bradesco filed with this Form
8-K/A-1.
<PAGE>
<PAGE>
AMERICAN BANKNOTE CORPORATION
PRO FORMA COMBINED BALANCE SHEET - Unaudited
As at June 30, 1995
(Dollars in thousands)
Assumes American Banknote Corporation ("ABN") Acquired the Business and
Certain Assets of Grafica Bradesco Ltda. ("Grafica Bradesco") as of
June 30, 1995
Grafica Pro Pro Forma
ABN Bradesco Forma Balance
ASSETS Historical Historical Adjustments Sheet
<TABLE>
<S> <C> <C> <C> <C>
Current assets
Cash and equivalents $ 22,767 $ 22,767
Accounts receivable, net 34,789 $ 1,844 $(1,844) (a) 34,789
Other receivables 5,416 375 (375) (a) 5,416
Fixed income securities - 61,134 61,134 (a) -
Inventories 17,933 5,130 23,063
Deferred tax benefits 2,836 374 (b) 3,210
Prepaid expenses 4,340 - 1,620 (b) 5,960
Total current assets 88,081 68,483 (61,359) 95,205
Property, plant and
equipment, net 211,794 1,483 16,174 (b) 229,451
Other assets 25,946 995 (995)(a) 25,946
Excess of cost of investment
in subsidiaries over net
assets acquired 33,148 - 2,819 (c) 35,967
$ 358,969 $70,961 $(43,361) $386,569
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of
long-term debt $ 166 $ 166
Accounts payable and
accrued expenses 35,650 $ 5,021 $ (2,621)(a) 38,050
Total current liab's 35,816 5,021 (2,621) 38,216
Long-term debt, net of
unamortized discount 191,241 - - 191,241
Other liabilities 14,265 - - 14,265
Deferred income taxes 64,465 1,092 6,908 (b) 72,465
Minority interest - 17,200 (d) 17,200
305,787 6,113 21,487 333,387
Stockholders' equity - 64,848 (64,848)(a) -
Preferred Stock - - -
Common Stock 194 194
Capital surplus 67,072 67,072
Retained earnings(deficit) (12,831) (12,831)
Treasury stock (1,253) (1,253)
53,182 - - 53,182
$ 358,969 $70,961 $(43,361) $386,569
/TABLE
<PAGE>
<PAGE>
AMERICAN BANKNOTE CORPORATION
NOTES TO PRO FORMA COMBINED BALANCE SHEET- Unaudited
As at June 30, 1995
Pro-Forma Adjustments
(a) Elimination of net assets and liabilities not acquired.
(b) Record fair value of adjustments to assets acquired.
(c) Record net excess of cost of investment in subsidiary over net assets
acquired.
(d) Record minority interest in ABN-Brazil after transaction.<PAGE>
<PAGE>
AMERICAN BANKNOTE CORPORATION
PRO FORMA COMBINED STATEMENT OF OPERATIONS- Unaudited
For the Six Months Ended June 30, 1995
Assumes that American Banknote Corporation ("ABN") the Business and
Certain Assets of Grafica Bradesco Ltda. ("Grafica Bradesco") As of
January 1, 1995 in a Purchase Transaction
For the Six Months Ended June 30, 1995
(In thousands, except per share data)
Grafica Pro Pro
ABN Bradesco Forma Forma
Historical Historical Adjust's Combined
<TABLE>
<S> <C> <C> <C> <C>
Sales $96,659 $18,498 $115,157
Costs and expenses: $ 810 (a)
Costs of goods sold 70,098 12,851 (520)(b) 83,239
Selling and administration 19,459 1,795 (100)(b) 21,154
Amortization of excess
cost on transaction - - 71 ( c) 71
Depreciation and
amortization 6,555 302 503 (d) 7,360
96,112 14,948 764 111,824
547 3,550 (764) 3,333
Other (expense) income
Interest expense (11,460) - - (11,460)
Interest income - 12,157 (12,157)(e) -
Foreign translation
loss, net 58 (3,226) 4,966 (e) 1,798
Other, net (including
interest income) 1,070 (431) (61) 578
(10,332) 8,500 (7,252) (9,084)
Income (loss) before taxes (9,785) 12,050 (8,016) (5,751)
(2,323)(e)
Provision for taxes - 3,858 (303)(f) 1,232
Income (loss) before
minority interest (9,785) 8,192 (5,390) (6,983)
Minority interest - - 834 (g) 834
Income (loss) from
continuing operations $ (9,785) $ 8,192 $ (6,224) $ (7,817)
Average shares outstanding 19,070 19,070
Earnings per share from
continuing operations $ (0.51) $ (0.41)
/TABLE
<PAGE>
<PAGE>
AMERICAN BANKNOTE CORPORATION
NOTES TO PRO FORMA COMBINED STATEMENT OF OPERATIONS - Unaudited
For the Six Months Ended June 30, 1995
Pro-Forma Adjustments
(a) Include estimated value of rent and utilities in statement of
operations not previously charged to Grafica Bradesco.
(b) Eliminate severance costs incurred in connection with transaction.
(c) Amortization of net excess cost of investment over fair value of net
assets acquired over 20 years.
(d) Adjustment based on additional fair value of fixed assets at
acquisition date.
(e) Eliminate interest income, foreign translation losses and other items
relative to business and net assets not acquired in transaction net
of related tax.
(f) Tax adjustment is based on deductible items at statutory rates in
Brazil.
(g) Minority interest is based on 22.5% of the after tax earnings of ABN-Brazil.
<PAGE>
<PAGE>
AMERICAN BANKNOTE CORPORATION
PRO FORMA COMBINED STATEMENT OF OPERATIONS - Unaudited
For the Six Months Ended June 30, 1995
Assumes that American Banknote Corporation ("ABN") the Business and
Certain Assets of Grafica Bradesco Ltda. ("Grafica Bradesco") As of
January 1, 1994 in a Purchase Transaction
For the Year Ended December 31, 1994
(In thousands, except per share data)
Grafica Pro Pro
ABN Bradesco Forma Forma
Historical Historical Adjust's Combined
<TABLE>
<S> <C> <C> <C> <C>
Sales $208,133 $34,670 $242,803
Costs and expenses:
Costs of goods sold 130,889 23,685 $1,620 (a) 156,194
Selling and administration 38,974 2,266 - 41,240
Restructuring costs 5,000 - - 5,000
Provision re idle equipment 2,000 - - 2,000
Amortization of excess
cost on transaction - - 141 (b) 141
Depreciation and
amortization 13,094 784 826 (c) 14,704
189,957 26,735 2,587 219,279
18,176 7,935 (2,587) 23,524
Other (expense) income
Interest expense (21,057) - - (21,057)
Interest income - 88,806 (88,806)(d) -
Foreign translation
loss, net (7,037) (58,841) 71,948 (d) 6,070
Other, net (including
interest income) 1,816 (1,345) (492)(d) (21)
(26,278) 28,620 (17,350) (15,008)
Income (loss) before taxes (8,102) 36,555 (19,937) 8,516
- - (7,132)(d) -
Provision for taxes (2,401) 15,026 (801)(e) 4,692
Income (loss) before
minority interest (5,701) 21,529 (12,004) 3,824
Minority interest - - 2,653 (f) 2,653
Income (loss)from
continuing operations $ (5,701) $21,529 $(14,657) $ 1,171
Average shares outstanding 19,000 19,000
Earnings (loss) per share from
continuing operations $ (0.30) $ 0.06
</TABLE>
<PAGE>
<PAGE>
AMERICAN BANKNOTE CORPORATION
NOTES TO PRO FORMA COMBINED STATEMENT OF OPERATIONS - Unaudited
For the Year Ended December 31, 1994
Pro-Forma Adjustments
(a) Include estimated value of rent and utilities in statement of
operations not previously charged to Grafica Bradesco.
(b) Amortization of net excess cost of investment over fair value of net
assets acquired over 20 years.
(c) Adjustment based on additional fair value of fixed assets at
acquisition date.
(d) Eliminate interest income, foreign translation losses and other items
relative to business and net assets not acquired in transaction net
of related tax.
(e) Tax adjustment is based on deductible items at statutory rates in
Brazil.
(f) Minority interest is based on 22.5% of the after tax earnings of ABN-Brazil.
<PAGE>
<PAGE>
ITEM 7 - Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
10.1 By-Laws of American Bank Note Company Grafica e Servicos
Ltda., as amended as of July 31, 1995
10.2 Subscription Agreement dated June 2, 1995 re Grafica
Bradesco Ltda. and American Bank Note Company Grafica e
Servicos Ltda.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN BANKNOTE CORPORATION
DATE: September 21, 1995
BY: s/ John T. Gorman
John T. Gorman
Executive Vice President and
Chief Financial Officer
<PAGE>
Exhibit 10.1
By-Laws of American Bank Note Company Grafica e Servicos
Ltda., as amended as of July 31, 1995
<PAGE>
<PAGE>
Translated From Portuguese
ALTERATION OF THE BY-LAWS OF
AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS LTDA.
By the present private agreement and in the best legal form:
ABN Equities Inc., a duly organized corporation, existing under the laws
of the State of Delaware, United States of America, with headquarters on
51 West 52nd Street, New York, New York 10022, United States of America,
represented by their powers of attorney, as per power of attorney filed
in JUCERJA under the nr. 664319 on 25.4.94, Jose Domingos Sidrim Bastos,
Brazilian, single, engineer, identity card nr. 2.553.192 issued by
I.F.P./RJ, C.P.F. nr. 149413257-53, resident in the city of Rio de
Janeiro and Amador Paula Leite de Barros, Brazilian, married,
businessman, identity card nr. 2.785.369 issued by SSP/SP, C.P.F. nr.
046.416.208-45, resident in the city of Rio de Janeiro;
ABNH Equities Inc., a duly organized corporation, existing under the laws
of the State of Delaware, United States of America, with headquarters on
51 West 52nd Street, New York, New York 10022, United States of America,
represented by their powers of attorney as per power of attorney filed in
JUCERJA nr. 664.318 on 25.4.94, Jose Domingos Sidrim Bastos and Amador
Paula Leite de Barros, already identified and qualified above;
The only two partners of AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS
LTDA., with headquarters on Rua Peter Lund, nr. 146/202, in the city of
Rio de Janeiro, Rio de Janeiro, C.G.C./MF nr. 33.113.309/0001-47,
Commercial Registration nr. 33202627605, with their By-Laws consolidated
and filed in JUCERJA under the nr. 672479 on 15.6.94 and last alteration
of By-Laws filed under nr. 736082 on 12.6.95; and
GRAFICA BRADESCO LTDA., Brazilian corporation, with headquarters in
Cidade de Deus, Osasco, State of S o Paulo, C.G.C./MF nr.
44.312.908/0001-06, represented herewith by their Directors Alcides Lopes
Tapias, Brazilian, married, bankworker, identity card nr. 3.262.877
issued by SSP/SP, C.P.F. nr. 024.054.828-00, resident in the city of
Osasco, S o Paulo, and Oswaldo de Moura Silveira, Brazilian, married,
bankworker, identity card nr. 2.849.591 issued by SSP/SP, C.P.F. nr.
039.735.148-87, resident in the city of Osasco, S o Paulo.
Decide to alter the By-Laws of AMERICAN BANK NOTE COMPANY GRAFICA E
SERVICOS LTDA., with the aim and effects declared in this document,
observing the following clauses:
<PAGE>
<PAGE>
1st Deliberation:
The company Grafica Bradesco Ltda. (as qualified above) enters the
partnership through subscription of 6,561,245 (six million, five hundred
and sixty-one thousand, two hundred and forty-five) new shares, accounted
for by fixed assets and stocks, as described in the attached documents
which are an integral part of this instrument.
2nd Deliberation:
Considering that, abroad, ABNH Equities Inc., transferred all of its
shares to ABN Equities Inc., the shareholder ABNH Equities Inc. withdraws
from the partnership and delivers all its shares to the shareholder ABN
Equities Inc., which hereby subscribes 961,697 (nine hundred and sixty-one
thousand, six hundred and ninety-seven) new shares by capitalizing
reserves worth R$ 961,697.00 (nine hundred and sixty-one million, six
hundred and ninety seven thousand reais).
3rd Deliberation:
In view of the subscription of new shares, stockholders' equity is
increased by R$ 7,522,942.00 (seven million, five hundred and twenty-two
thousand, nine hundred and forty-two reais) to the new total of R$
29,161,089.00 (twenty-nine million, one hundred and sixty-one thousand
and eighty-nine reais) divided in 29,161,089 (twenty-nine million, one
hundred and sixty-one thousand and eighty-nine) shares worth R$ 1 (one
real) each.
4th Deliberation:
To change the wording of the fourth clause of the By-Laws.
5th Deliberation:
To change the wording of the eighth clause of the By-Laws.
6th Deliberation:
To change the wording of the ninth clause of the By-Laws.
7th Deliberation:
To change the wording of the eleventh clause of the By-Laws.
8th Deliberation:
To change the wording of the fourteenth clause of the By-Laws.<PAGE>
<PAGE>
9th Deliberation:
To include a sub-clause in the wording of the seventeenth clause of the
By-Laws.
10th Deliberation:
To change the wording of the eighteenth clause of the By-Laws.
11th Deliberation:
To change the wording of the nineteenth clause of the By-Laws.
In view of the above deliberations, the clauses (4th, 6th, 8th, 9th,
11th, 14th, 17th, 18th and 19th) are changed and now read as follows:
FOURTH CLAUSE:
The objectives of the partnership are the following:
a) The printing industry in general, including security printing,
lottery tickets and systems in general, including electronic systems, and
paper and paper currency;
b) The plastic card industry, magnetic and inductive, personalization
and codification of cards;
c) Personalization and codification of documents;
d) Sales of coin and note counting machines, on own account or as a
representative, for use in the automation of banking services and those
of other firms.
e) Provision of technical services, planning and consultancy on
security materials and computer systems, maintenance of equipment and
technical assistance in general;
f) Management of systems and provision of services in data processing
of lotteries, games and similar activities;
g) Commercial activity in general, including commercial
representation;
h) Importation and exportation;
i) Share participation in other companies.<PAGE>
<PAGE>
SUB-CLAUSE:
The objectives cited in items a, b and c can only be eliminated or
changed by the unanimous deliberation of the partners.
SIXTH CLAUSE:
Stockholders' equity, in this act, fully paid, in the current currency of
the country, is R$ 29,161,089.00 (twenty-nine million, one hundred and
sixty-one thousand and eighty-nine reais) divided in 29,161,089 (twenty-nine
million, one hundred and sixty-one thousand and eighty-nine) shares
of R$ 1 (one real) each.
PARTNERS SHARES VALUE
ABN Equities Inc. 22,599,844 22,599,844.00
Grafica Bradesco Ltda. 6,561,245 6,561,245.00
---------- -------------
Total 29,161,089 29,161,089.00
SUB-CLAUSE:
Partners' responsibility is limited to total stockholders' equity.
EIGHTH CLAUSE:
The President will make the necessary and convenient acts to administer
the Company, except ones appointed in article nine to this contract, for
such he can, among other powers:
a) Represent the company at Court and out of it, actively or
passively, including before any federal, state or municipal public
offices;
b) Administration, orientation, direction of business, including
purchase, sale, exchange or alienation by any other form of the company's
liquid assets, deciding the respective terms, prices and conditions
except as provided in the 19th clause;
c) Sign any document, even the ones regarding the company's
responsibility and obligations, including deeds, debts in foreign
currency, cheques, payment orders and others;<PAGE>
<PAGE>
SUB-CLAUSE:
The Powers of Attorney made by the President, in the company's name,
besides expressly mentioning the powers given, will be given for a fixed
period, except ones for legal purposes.
NINTH CLAUSE:
In order to purchase, sell, mortgage or otherwise alienate the fixed
assets of the Company, the President will depend on the express
authorization of the partners representing the majority of shares, by
himself or by powers of attorney with special powers, unless there occurs
the alienation of assets foreseen in the 19th clause which will depend on
the unanimous consent of partners. Acts which do not observe this
requirement shall be considered null and will not have any effect on the
Company.
ELEVENTH CLAUSE:
No partner can give or transfer any of his shares to the other partner or
to third parties which are associated to the present partners, without
the previous written authorization of the partner representing the
majority of stockholders' equity, and that partner will have the priority
to purchase the shares, in the same conditions and in proportion to
participation in the stockholders' equity. The right of priority will be
in effect for 30 (thirty) days.
1ST SUB-CLAUSE:
Entry of new partners which are not part of the economic grouping to
which belong the present partners, will only be permitted by consent of
the partners representing the totality of stockholders' equity.
2ND SUB-CLAUSE:
In case a partner desires to cede or transfer shares, the remaining
partners shall have the right to acquire them in proportion to their
shares with priority over third parties under the same conditions, which
right must be exercised within 30 (thirty) days.
FOURTEENTH CLAUSE:
Net profits for any fiscal period will be used, including distribution,
according to the unanimous decision of the partners. In principle,
partners shall have the right to a minimum dividend, between 25 and 30%
of the net profit for each fiscal period, as calculated by Article 209 of
Law nr. 6.406/76, as may be applicable.<PAGE>
<PAGE>
SEVENTEENTH CLAUSE:
The withdrawal, extinction, death, exclusion or bankruptcy of any of the
partners will not close the company, which will continue with the
remaining partners, unless these, in agreement, decide to close it. The
assets of the withdrawn, extinguished, dead, excluded or bankrupt partner
will be calculated based on the last General Balance sheet and will be
paid, adjusted for inflation, to him, his heirs or successors, within 6
(six) months, counting from the date of the event.
SUB-CLAUSE:
If any of the partners desires to withdraw from the partnership and the
other partners or third parties do not wish to acquire its shares, the
former may withdraw by a partial judicial dissolution in which case its
rights will be fixed based on the judicial evaluation of the
partnership's assets, including intangible assets, at market prices,
disregarding accounting values.
EIGHTEENTH CLAUSE:
These By-Laws can be freely altered, at any time, by the partner or
partners representing at least 2/3 (two thirds) of the Social Capital,
except as otherwise determined by law and By-Laws, with the further
exception of this Clause, the Sub-Clause of the Fourth Clause, the
Eighth, Ninth and the Eleventh Clauses and their Sub-clauses, the
Fourteenth Clause, the Sub-Clause of the Seventeenth Clause and the
Nineteenth Clause which can only be altered by deliberation of partners
representing the totality of shares in stockholders' equity.
NINETEENTH CLAUSE:
Deliberations for the constitution of subsidiaries, merger, divestment,
incorporation, sale of permanent assets comprising parts of the
industrial plant which could characterize a halt in the company's
activities, suspension of preferential rights in cases of increase in
capital, exclusion of partners, increase in capital by subscription or
its reduction, must be taken by partners representing the totality of
stockholders' equity.
<PAGE>
<PAGE>
Other deliberation:
All other clauses not amended of the By-Laws are maintained and remain in
force.
In view of the above, the partners decided to proceed with the
Consolidation of By-Laws of the Company which will now read as follows:
<PAGE>
<PAGE>
BY-LAWS
OF
AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS LTDA
FIRST CLAUSE:
The Company shall be called AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS
LTDA.
SECOND CLAUSE:
The Company may use the commercial name of AMERICAN BANK NOTE COMPANY.
THIRD CLAUSE:
The Company has its headquarters in the Capital of the State of Rio de
Janeiro, at Rua Peter Lund, no 146 part, S o Cristovo, and can have
branches, offices and representatives in any part of the country or
abroad, by decision of the partners representing the majority of
stockholders' equity.
SUB-CLAUSE:
The Company maintains branches at the following locations:
Rua Aguiar Moreira, no 271, Bonsucesso, Rio de Janeiro, RJ.
Rua Mazzini, no 195, Cambuci, S o Paulo, SP.
Cidade de Deus, s/no, Vila Yara, Osasco, SP.
Alameda Jurua, no 747, Alphaville, Barueri, SP.
SCS Quadra 4, Bloco A salas 404, 406 e 408, Ed. Embaixador, Asa Sul,
Brasilia, D.F.
<PAGE>
<PAGE>
FOURTH CLAUSE:
The objectives of the partnership are the following:
a) The printing industry in general, including security printing,
lottery tickets and systems in general, including electronic systems, and
paper and paper currency;
b) The plastic card industry, magnetic and inductive, personalization
and codification of cards;
c) Personalization and codification of documents;
d) Sales of coin and note counting machines, on own account or as a
representative, for use in the automation of banking services and those
of other firms.
e) Provision of technical services, planning and consultancy on
security materials and computer systems, maintenance of equipment and
technical assistance in general;
f) Management of systems and provision of services in data processing
of lotteries, games and similar activities;
g) Commercial activity in general, including commercial
representation;
h) Importation and exportation;
i) Share participation in other companies.
SUB-CLAUSE:
The objective cited in items a, b and c can only be eliminated or changed
by the unanimous deliberation of the partners.
FIFTH CLAUSE:
The duration of this company is undetermined.
<PAGE>
<PAGE>
SIXTH CLAUSE:
Stockholders' equity, in this act, fully paid, in the current currency of
the country, is R$ 29,161,089.00 (twenty-nine million, one hundred and
sixty-one thousand and eighty-nine reais) divided in 29,161,089 (twenty-nine
million, one hundred and sixty-one thousand and eighty-nine) shares
of R$ 1 (one real) each.
PARTNERS SHARES VALUE
ABN Equities Inc. 22,599,844 22,599,844.00
Grafica Bradesco Ltda. 6,561,245 6,561,245.00
---------- -------------
Total 29,161,089 29,161,089.00
SUB-CLAUSE:
Partners' responsibility is limited to total stockholders' equity.
SEVENTH CLAUSE:
The administration of the company will be done by the partner ABN
EQUITIES INC., which, according to article 13 of the decree 3708 of
10.01.1919, gives management power to SIDNEY LEVY, Brazilian, married,
engineer, resident in Cidade do Rio de Janeiro, Estado do Rio de Janeiro,
at Av. Vieira Souto, no 620, apto 1202, identity card no 3.43.401 issued
by I.F.P./RJ on 30.03.73, C.P.F/MF no 441.607.557-04, who can be
dismissed ad nutum by the delegating partner and will perform his powers
alone or jointly with holders of powers of attorney, appointed by him, in
the name of the company and observing the rules of these By-Laws.
SUB-CLAUSE:
The appointed person will be called President and his earnings will be
fixed periodically by the partners.
<PAGE>
<PAGE>
EIGHTH CLAUSE:
The President will make the necessary and convenient acts to administer
the Company, except ones appointed in article nine to this contract, for
such he can, among other powers:
a) Represent the company at Court and out of it, actively or
passively, including before any federal, state or municipal public
offices;
b) Administration, orientation, direction of business, including
purchase, sale, exchange or alienation by any other form of the company's
liquid assets, deciding the respective terms, prices and conditions
except as provided in the 19th clause;
c) Sign any document, even the ones regarding the company's
responsibility and obligations, including deeds, debts in foreign
currency, cheques, payment orders and others;
SUB-CLAUSE:
The Powers of Attorney made by the President, in the company's name,
besides expressly mentioning the powers given, will be given for a fixed
period, except ones for legal purposes.
NINTH CLAUSE:
In order to purchase, sell, mortgage or otherwise alienate the fixed
assets of the Company, the President will depend on the express
authorization of the partners representing the majority of shares, by
himself or by powers of attorney with special powers, unless there occurs
the alienation of assets foreseen in the 19th clause which will depend on
the unanimous consent of partners. Acts which do not observe this
requirement shall be considered null and will not have any effect on the
Company.
TENTH CLAUSE:
The acts of any partner, attorney or employees who may involve the
Company in any act which is different from its partnership objectives
such as provision of pledges, securities or any other guarantee for third
parties are expressly forbidden, except if previously authorized in
writing by the partner representing the majority of 2/3 (two thirds) of
stockholders' equity.
<PAGE>
<PAGE>
ELEVENTH CLAUSE:
No partner can give or transfer any of his shares to the other partner or
to third parties which are associated to the present partners, without
the previous written authorization of the partner representing the
majority of stockholders' equity, and that partner will have the priority
to purchase the shares, in the same conditions and in proportion to
participation in the stockholders' equity. The right of priority will be
in effect for 30 (thirty) days.
1ST SUB-CLAUSE:
Entry of new partners which are not part of the economic grouping to
which belong the present partners, will only be permitted by consent of
the partners representing the totality of stockholders' equity.
2ND SUB-CLAUSE:
In case a partner desires to cede or transfer shares, the remaining
partners shall have the right to acquire them in proportion to their
shares with priority over third parties under the same conditions, which
right must be exercised within 30 (thirty) days.
TWELFTH CLAUSE:
The fiscal year will begin on 1st January and end on 31st December of
each calendar year. At the end of each fiscal year, and corresponding to
the same, a balance sheet will be prepared as well as a profit and loss
statement.
THIRTEENTH CLAUSE:
The Company may prepare monthly balance sheets and based on results,
distribute profits.
FOURTEENTH CLAUSE:
Net profits for any fiscal period will be used including distribution,
according to the unanimous decision of the partners. In principle,
partners shall have the right to a minimum dividend, between 25 and 30%
of the net profit for each fiscal period, as calculated by Article 209 of
Law nr. 6.406/76, as may be applicable.<PAGE>
<PAGE>
FIFTEENTH CLAUSE:
The partners' decisions will be taken by simple majority except if
otherwise determined by Law and by By-Laws clauses.
SIXTEENTH CLAUSE:
In case of liquidation or dissolution of the Company, American Bank Note
Company Grafica e Servicos Ltda., through a liquidator to be appointed by
it, will be the liquidator, based on the art. 13 of decree 3.708 of
10.01.1919.
SEVENTEENTH CLAUSE:
The withdrawal, extinction, death, exclusion or bankruptcy of any of the
partners will not close the company, which will continue with the
remaining partners, unless these, in agreement, decide to close it. The
assets of the withdrawn, extinguished, dead, excluded or bankrupt partner
will be calculated based on the last General Balance sheet and will be
paid, adjusted for inflation, to him, his heirs or successors, within 6
(six) months, counting from the date of the event.
SUB-CLAUSE:
If any of the partners desires to withdraw from the partnership and the
other partners or third parties do not wish to acquire its shares, the
former may withdraw by a partial judicial dissolution in which case its
rights will be fixed based on the judicial evaluation of the
partnership's assets, including intangible assets, at market prices,
disregarding accounting values.
EIGHTEENTH CLAUSE:
These By-Laws can be freely altered, at any time, by the partner or
partners representing at least 2/3 (two thirds) of the Social Capital,
except as otherwise determined by law and By-Laws, with the further
exception of this Clause, the Sub-Clause of the Fourth Clause, the
Eighth, Ninth and the Eleventh Clauses and their Sub-clauses, the
Fourteenth Clause, the sub-clause of the Seventeenth Clause and the
Nineteenth Clause which can only be altered by deliberation of partners
representing the totality of shares in stockholders' equity.
<PAGE>
<PAGE>
NINETEENTH CLAUSE:
Deliberations for the constitution of subsidiaries, merger, divestment,
incorporation, sale of permanent assets comprising parts of the
industrial plant which could characterize a halt in the company's
activities, suspension of preferential rights in cases of increase in
capital, exclusion of partners, increase in capital by subscription or
its reduction, must be taken by partners representing the totality of
stockholders' equity.
TWENTIETH CLAUSE:
All questions regarding this Contract, from now on, will be judged by the
Court of this Capital, excluding any other no matter how privileged.
The partners and their delegates, declare, in this act, that they are not
involved in any crime under law, which can impede them from performing
commercial activities.
<PAGE>
<PAGE>
And, since they agree on the above, the parties sign this contract in 6
(six) copies with the same content before two witnesses.
Rio de Janeiro,
__________________________________________________
p/p ABN EQUITIES INC.
__________________________________________________
p/p ABNH EQUITIES INC.
_________________________________________________
GRAFICA BRADESCO LTDA.
Witnesses:
__________________________
__________________________
The use of the firm will be made by ABN EQUITIES INC., which appoints
SIDNEY LEVY as its delegate.
_____________________________
p/ American Bank Note Company
Sidney Levy
Lawyer's signature
__________________
Celio S. Ribeiro
OAB/RJ 64.731
<PAGE>
Exhibit 10.2 Subscription Agreement dated June 2, 1995 re Grafica
Bradesco Ltda. and American Bank Note Company Grafica e
Servicos Ltda.
<PAGE>
<PAGE>
Translated From Portuguese
SUBSCRIPTION AGREEMENT
By this agreement:
1. Grafica Bradesco Ltda., a Brazilian company with head office
at Cidade de Deus, Osasco, State of Sao Paulo, with CGC/MF Corporate
Taxpayer Registration No. 44.312.908/0001-06 (hereinafter "GRAFICA
BRADESCO"), represented herein by its undersigned Officers, pursuant to
its By-Laws;
2. ABN Equities Inc., a Company duly organized and existing
under the laws of the State of Delaware, United States of America, with
head office at 51 West 52nd Street, New York, New York 10022, United
States of America, represented by its lawful attorneys-in- fact, pursuant
to a power of attorney filed with the lst Registry of Deeds and Documents
of Rio de Janeiro under No. 1036599, Sidney Levy, married, of legal age,
engineer, bearer of IFP/RJ identity card No. 3.343.401 and of CPP
Taxpayer Registration No. 441.607.557-O4, residing and domiciled in the
Capital of the State of Rio de Janeiro, and Amador Paula Leite de Barros,
Brazilian citizen, married, businessman, bearer of SSP/SP identity card
No. 2.785.369 and of CPF Taxpayer Registration No. 046.416.208-45,
residing and domiciled in the Capital of the State of Rio de Janeiro
(hereinafter "ABN");
3. ABNH Equities Inc., a Company duly organized and existing
under the laws of the State of Delaware, United States of America, with
head office at 51 West 52nd Street, New York, New York 10022, United
States of America, represented by its lawful attorneys-in-fact, pursuant
to a power of attorney filed with the 1st Registry of Deeds and Documents
of Rio de Janeiro, under No. 1036598, Sidney Levy and Amador Paula Leite
de Barros, already identified and described above (hereinafter ABNH") ;
Have mutually agreed and contracted the following, with the
knowledge and consent of AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS
LTDA., with head office at Rua Peter Lund no 146/Z02, in the City of Rio
de Janeiro, State of Rio de Janeiro, bearer of CGC/MP Corporate
Taxpayer Registration No. 33.113.309/0001-47, whose Corporate Charter was
duly consolidated at the Commercial Registry of the State of Rio de
Janeiro, under ~filing No. 672479 on 6/15/94, represented herein by its
President, SIDNEY LEVY {hereinafter "CONSENTING PARTY"):]
<PAGE>
<PAGE>
1) the parties ABN and ABNH, controlled by United States
Bank Note Corporation, are engaged in the printing production business,
acting in Brazil through the consenting party, of which currently they
are its sole quotaholders;
2) the party "Grafica Bradesco", controlled by Banco
Bradesco S/A, also exploits the same business field, acting through its
own industrial establishment, which operates at a building owned by
said Banco Bradesco S/A, located in Cidade de Deus, Municipality of
Osasco, state of Sao Paulo;
3) considering the above exposed and the wish to
associate, the parties resolved to do so upon the entry of Grafica
Bradesco in the consenting party, in which lt shall start to participate
jointly with ABN and ABNH, its current partners;
4) the consenting party's capital stock fully paid in, is
currently represented by 21,638,147 quotas in the amount of R$1.00 each,
of which 21,623,931 quotas are held by ABN and 14,216 quotas are held by
ABNH;
5) the entry of Grafica Bradesco in the consenting party
shall occur upon subscription by the first of 6,282,043 new quotas, which
shall give it an interest of 22.5% in the consenting party's capital
stock;
6) Grafica Bradesco shall pay in the quotas referred to in
the preceding clause upon the contribution of the following assets, in
favor of the consenting party:
I - all machines, equipment and other assets which are an
integral part of its fixed assets on the date of contribution, which
fixed assets currently consist of the assets included in annex 1, it
being established that, in case of sale, disappearance or destruction of
any of these assets, Grafica Bradesco must replace it with other or
others of equal characteristics and values, or, should there not be
possible said replacement, same must be made through the payment of the
respective monetary worth in cash, in an amount strictly equal to the
monetary worth at which the missing asset is recorded in the accounting
book of Grafica Bradesco, considering that the parties covenanted that
the contribution of all assets shall be effected at a value strictly
equal to the one which is recorded in the accounting book of Grafica
Bradesco, not at its market value
<PAGE>
<PAGE>
II - all raw material which exists in the establishment of
Grafica Bradesco, at the tine of delivery of the assets mentioned in the
preceding item, which shall also be contributed at its respective book
value:
III - all products which are under manufacture, but pending
of finish, namely unfinished products, upon delivery, to the consenting
party, of the assets referred to in item I above, which shall also be
contributed at their respective book value, belonging to Grafica
Bradesco, as well as any finished products which then exist, pending of
sale and/or delivery to third parties;
7) a portion of the assets referred to in items I and III of
the preceding clause, to be indicated by Grafica Bradesco, shall not be
contributed to the consenting party's capital stock , it being
covenanted, as regards said portion, its purchase and sale, for the price
of RS350,000.00 (three hundred fifty thousand reais), which shall
correspond to assets (raw material and/or unfinished products), whose
value, in the accounting book of Grafica Bradesco, shall total said
amount (R$350,000 00); the consenting party shall pay the price of said
assets in a cash lump sum to Grafica Bradesco, against their delivery;
8) Once the value is known, for which Grafica Bradesco
shall contribute the assets mentioned in clause 6 above to the consenting
party's capital stock, the amount of increase in the consenting party's
capital stock shall be stipulated, as well as the consenting party's
capital stock after said increase;
9) After the transactions contemplated in the preceding
clause, the par value of the quotas representing the consenting party's
capital stock shall be adjusted, by dividing its new value by the new
number of quotas, 27,920,190 of which 21,638,147 shall belong to ABN and
to ABNH, and 6,282,043 to Grafica Bradesco, as covenanted above;
10) Grafica Bradesco shall by liable for any eviction of
any and all assets which it contributes to the consenting party's capital
stock, or which sells to the consenting party, pursuant to the provisions
covenanted above, as well as for any liens or debts on same, ignored or
not known yet, which it undertakes to promptly extinguish, solely at its
own expenses:
<PAGE>
<PAGE>
11) all future profits or losses of the consenting party
shall be apportioned or borne by the parties in proportion to their
respective interests in the consenting party's capital stock ( 77 . 50%
for ABN and ABNH and 22.50% for Grafica Bradesco). However, since, in the
parties' understanding, it is not reasonable that Grafica Bradesco, as a
new partner, is damaged by the solution of any tax and/or labor
liabilities of the consenting party, generated prior to Grafica
Bradesco's entry in the company, which shall occur on the date foreseen
in the clause below, it is hereby established that ABN and ABNH shall
solve said liabilities, if they arise, with their own funds, whenever
they exceed in each fiscal year 2% (two percent) of the consenting
party's net worth.
I - ABN shall not act as a successor to GRAFICA BRADESCO
LTDA. in tax or labor contingencies, as with the provision in clause 11.
12) ABN and ABNH undertake to amend the consenting party's
corporate charter on July lst, 1995, date foreseen for Grafica Bradesco's
entry in the company and for the contribution and sale of assets
covenanted above The amendment to the corporate charter of the consenting
party shall further include clauses which establish as follows
I - deliberations which result in the incorporation of
subsidiaries, consolidation, spin-off, merger, dissolution, sale of fixed
assets that are part of the operational plant, which may characterize the
interruption of the Company's activity, suspension of rights of first
refusal in the case of capital increase or partners' exclusion, increase
in the capital stock by subscription or its reduction, shall require the
unanimous prior and express consent of the three partners, ABN, ABNH and
GRAFICA BRADESC0 LTDA
II - no new partners may be admitted, except for members of
the business groups to which the current partners belong, or further, if
the latter unanimously agree with the admission of a partner alien to
said groups;
III - if either party is willing to withdraw from the
company and none of the other partners is willing to purchase its quotas,
the first may then withdraw from the company upon a partial judicial
dissolution, in which case the value of its rights and assets shall be
set including on the basis of the judicial appraisal of the company's
assets, including intangible, at market prices, disregarding the
respective book value;
<PAGE>
<PAGE>
IV - the policy of distribution of the company's dividends
shall be established by mutual agreement among all partners which deem
reasonable in principle, the distribution of dividends between 25% and
30% of the net profit of each fiscal year, applying in its calculation
the provision of Law 6404/76, art 202, whenever applicable;
12 1)All clauses covenanted herein, which shall be an
integral part of the consenting party's corporation charter, may be
changed solely upon the quotaholders' unanimous approval.
13) The consenting party shall bear the expenses of
disassembly, removal and transport of the assets which, pursuant to this
instrument, shall be sold by Grafica Bradesco, as well as all expenses
generated by the custody, maintenance and operation of the assets that
possibly continue within Grafica Bradesco's establishment, while they are
not withdrawn by the consenting party, as of the date foreseen for
transfer of the respective property to the consenting party, on July lst,
1995;
14) The final deadline for the withdrawal of the assets
acquired by the consenting party, pursuant to the covenant in this
agreement, shall be no later than 12 (twelve) months, counting from July
lst, 1995.
15) each party to this Agreement agrees in signing any
other documents or instruments and in taking any and all other measures
or performing any and all other acts required for the compliance with the
provisions hereof;
16) Once the entry of Grafica Bradesco in the consenting
party is completed, the latter shall be transformed into a corporation,
in order to place its shares with the public and obtain the condition of
public stock company, contracting for such purpose the services of Banco
Bradesco S.A., all within one year, counting from the date of entry of
Grafica Bradesco, except if the market conditions do not allow so;
17) All agreements that Grafica Bradesco has with third
parties, whether as clients or as suppliers of assets and/or services,
shall be assigned and transferred to the consenting party, save for any
disagreement by any of these third parties, in which case the respective
agreement shall remain Grafica Bradesco's responsibility; ~-
<PAGE>
<PAGE>
18 ) All clauses included herein shall be contemplated in a
shareholders' agreement, whenever the consenting party is transformed
into a Corporation.
19) The consenting party declares that from the preliminary
appraisal of its net worth, for the purposes of stipulating Grafica
Bradesco's interest at 22.5%, it did not deliberate, nor shall it
deliberate on the capital reduction or distribution of results to its
guotaholders, up to the formalization of capital increase by Grafica
Bradesco.
20) The parties elect the Central Courts of the Capital of
the State of Sao Paulo, to hear and settle any disputes arising here
from.
And having thus agreed and contracted, the parties sign
hereto in 3 (three) counterparts of equal content and form, for the same
legal purpose, jointly with the undersigned witnesses.
Sao Paulo, June 2, 1995
GRAFICA BRADESCO LTDA.
ABN EQUITIES INC.
ABNH EQUITIES INC.
AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS LTDA.
Witnesses:
l. (illegible signature)
- 2. (illegible signature)
168295.1A
<PAGE>
BLANK END PAGE