<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------
(Amendment No. ___)
[x] Filed by the Registrant
[_] Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14-
a6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
United States Banknote Corporation
- ---------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined.):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[x] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed: <PAGE>
<PAGE>
LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 6, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Annual Meeting") of UNITED STATES BANKNOTE
CORPORATION (the "Company") will be held on Tuesday, June 6, 1995 at
the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware at
9:00 A.M., local time, for the following purposes:
1. To elect six Directors for a term of one year and until
their successors are duly elected and qualified;
2. To approve an amendment (the "Name Amendment") to the
Certificate of Incorporation of the Company to change the name of the
Company to "American Banknote Corporation";
3. To approve the proposed appointment by the Board of
Directors of Deloitte & Touche LLP as independent auditors for the
Company for the fiscal year ending December 31, 1995 (the "Auditor
Proposal"); and
4. To act upon such other matters, including a stockholder
proposal (set forth on page 13 of the accompanying Proxy Statement),
as may properly come before the Annual Meeting or any adjournments
thereof.
The Board of Directors has fixed the close of business on
April 17, 1995 as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting
and any adjournments thereof.
Stockholders are urged to attend the meeting in person. If
you are not able to do so, please sign, date and return the
accompanying Proxy in the enclosed envelope. No postage is required
if mailed in the United States.
<PAGE>
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
ITS NOMINEES AS DIRECTORS, FOR APPROVAL OF THE NAME AMENDMENT, FOR THE
AUDITOR PROPOSAL AND AGAINST THE STOCKHOLDER PROPOSAL.
By Order of the Board of Directors,
/s/ Harvey J. Kesner
Harvey J. Kesner
Secretary
New York, New York
May 12, 1995
WHETHER YOU EXPECT TO ATTEND THE ANNUAL MEETING OR NOT, YOUR VOTE IS
IMPORTANT. ACCORDINGLY, YOU ARE REQUESTED TO SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO
ENSURE THAT YOUR SHARES ARE REPRESENTED.
<PAGE>
<PAGE>
UNITED STATES BANKNOTE CORPORATION
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 582-9200
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 6, 1995
This Proxy Statement and the accompanying Notice of Annual
Meeting and form of Proxy are furnished in connection with the
solicitation of Proxies by the Board of Directors of United States
Banknote Corporation, a Delaware corporation (the "Company"), for use
at the Annual Meeting of Stockholders to be held on June 6, 1995 at
9:00 A.M., local time, at the Hotel du Pont, 11th and Market Streets,
Wilmington, Delaware and at any adjournments or postponements thereof
(the "Annual Meeting"). It is anticipated that this Proxy Statement
and the form of Proxy will be first mailed on or about May 12, 1995 to
holders of record on April 17, 1995 (the "Record Date") of the
Company's common stock, par value $.01 per share (the "Common Stock").
The Company's 1994 Annual Report to Stockholders, which includes
certified financial statements, is enclosed with this Proxy Statement.
PROPOSAL 1. ELECTION OF DIRECTORS
The size of the Board of Directors of the Company is
presently fixed at six. All six Directors are to be elected at the
Annual Meeting to hold office for a term of one year and until their
successors have been duly elected and qualified.
The Company expects each nominee for election as a Director
of the Company to be available for election as a Director. If any
nominee is not available for election, Proxies will be voted for the
election of such substitutes as the Board may recommend.
The Board of Directors has nominated the persons named in
the following table for election as Directors at the Annual Meeting.
Each nominee is presently a Director of the Company.
NYFS03...:\15\78515\0015\1980\SCH3135L.24H
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
NAME INFORMATION CONCERNING NOMINEES DIRECTOR SINCE AGE
- ---- ------------------------------- -------------- ---
<S> <S> <C> <C>
Morris Weissman Chairman of the Board and Chief Executive February 1990 53
Officer of the Company since July 1990;
Chairman of the Board and Chief
Executive Officer of United States
Banknote Company L.P. ("USBC") from 1986
through July 1990 and Vice Chairman and
Director of USBC's predecessor from 1976
to 1986. Director of the Convenience and
Safety Corporation. Trustee of the Jackie
Robinson Foundation and the Business Council
for the United Nations.
Ron K. Glover President and Chief Operating Officer of the April 1994 56
Company since April 1994; President and Chief
Operating Officer of Dun & Bradstreet
Information Services (North America) from
1990 through 1993; President, American
Express Travelers Cheques Group for
more than five years prior thereto.
Bette B. Anderson President, Kelly, Anderson & Associates, Inc., June 1994 66
financial and corporate consultants, since
1989. Undersecretary of the Treasury from
1977 to 1981 and various Washington, D.C.
consulting posts from 1981 to 1991.
Director, Manville Corporation, ITT
Corporation, ITT Financial Corporation and
Riverwood International Corporation.
Chairperson of the Compensation Committee,
Manville Corporation and Riverwood
International Corporation. Chairperson of
the U.S. Treasury Historical Association,
member of the Council for the Miller
Foundation, University of Virginia, and
member of the Advisory Council, Girl Scouts
of America.
C. Gerald Goldsmith Investor; Director, Palm Beach National July 1990 66
Bank and Trust; and Nine West Group Inc.
since June 1993.
Ira J. Hechler Investor; Director, Leslie Fay Companies, February 1990 76
Inc. and Concord Camera Corp.
David S. Rowe-Beddoe Chairman of the Board, Welsh Development Agency July 1990 57
since 1993, and the Development Board for Rural
Wales since 1994; Director, Cavendish Services Ltd.
and Development Securities plc. Previously held
various senior management positions, including at
Revlon Inc. and De La Rue plc, where he was an
Executive Director.
</TABLE>
<PAGE>
<PAGE>
DIRECTOR MEETINGS AND COMMITTEES
The Board of Directors held eight meetings in 1994. The
Audit and Stock Option Committees each met formally three times during
1994 and the Compensation Committee met formally four times during
1994. Each of these standing committees also met informally on
several occasions. Each Director attended at least 75% of the
meetings of the Board and committees of the Board on which he or she
served during 1994.
Audit Committee. The Audit Committee presently consists of
Messrs. Goldsmith (Chairman), Rowe-Beddoe and Hechler and Ms.
Anderson. The Audit Committee reviews with the independent auditors
the scope of their audit and non-audit assignments and fees, the
accounting principles applied by the Company in its financial
reporting, the scope of internal financial auditing procedures and the
adequacy of the Company's internal controls. The Audit Committee
provides an open avenue of communication between management, the
external and internal auditors and the Board of Directors.
Compensation Committee. The Compensation Committee
presently consists of Messrs. Rowe-Beddoe (Chairman), Goldsmith and
Hechler. The Compensation Committee has responsibility for
compensation arrangements for executive officers and certain senior
employees and reviews executive performance. The Committee
periodically consults with management and administers the Company's
Long-Term Performance Plan (the "Long-Term Performance Plan") and the
Company's Executive Incentive Plan (the "Executive Incentive Plan").
The Compensation Committee also reports to stockholders on executive
compensation matters as required by the Securities and Exchange
Commission.
Stock Option Committee. The Stock Option Committee
presently consists of Messrs. Hechler (Chairman), Rowe-Beddoe and
Goldsmith. The Stock Option Committee periodically consults with
management and administers the Company's Amended and Restated 1990
Employee Stock Option Plan (the "1990 Stock Option Plan").
Members of the Compensation and Stock Option Committees are
outside directors who are not officers or employees of the Company or
its subsidiaries and are not eligible to participate in any of the
plans the Committees administer.
<PAGE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table presents certain information regarding
the beneficial ownership of the Common Stock as of April 13, 1995 by
(i) each Director of the Company, each of whom is a nominee for re-
election at the Annual Meeting, (ii) all Directors and executive
officers as a group and (iii) each other person known by the Company
to own more than 5% of any class of equity securities of the Company.
Unless otherwise indicated, the address of each Director and executive
officer is 51 West 52nd Street, New York, NY 10019.
<TABLE>
<CAPTION>
AMOUNT AND PERCENTAGE
NATURE OF OF CLASS
BENEFICIAL BENEFICIALLY
NAME AND ADDRESS TITLE OF CLASS OWNERSHIP(1) OWNED
---------------- -------------- ------------ -----
<S> <S> <C> <C>
Bette B. Anderson Common Stock 500 *
Ron K. Glover Common Stock 191,669 1.0%
C. Gerald Goldsmith Common Stock 16,100(2) *
Ira J. Hechler Common Stock 227,534(2) 1.1%
David S. Rowe-Beddoe Common Stock 15,000(2) *
Morris Weissman Common Stock 1,761,287(2)(3)(4)(5) 8.8%
All Directors and executive Common Stock 2,633,651(2)(3)(4)(5) 12.9%
officers as a group
(9 persons)
Mr. Peter Cohn(6) Common Stock 1,474,431 7.7%
535 West 110th Street
New York, NY 10025
<FN>
----------------
(1) Unless otherwise indicated, each stockholder has sole voting and
investment power.
(2) Includes Common Stock issuable upon the exercise of stock options
exercisable within 60 days of April 13, 1995 in the amount of 0, 91,669,
15,000, 13,334, 15,000, 604,167 and 962,919 for Ms. Anderson, Messrs.
Glover, Goldsmith, Hechler, Rowe-Beddoe, Weissman and all Directors and
executive officers as a group, respectively.
(3) Includes Common Stock issuable upon the exercise of performance warrants
issued under the Company's Performance Warrant Plan that are exercisable
within 60 days of April 13, 1995 in the amount of 139,500 and 169,500
for Mr. Weissman and all Directors and executive officers as a group,
respectively.
(4) Includes (i) 55,000 shares held by spouse and (ii) 60,000 shares as to
which Mr. Weissman has sole voting power and a right of first refusal
with respect to any future sales.
(5) Excludes 91,875 shares of restricted Common Stock, as to which Mr.
Weissman disclaims beneficial ownership, issued March 27, 1995 in lieu
of a portion of Mr. Weissman's 1994 bonus.
<PAGE>
<PAGE>
(6) Based on a Schedule 13D Statement dated December 15, 1994 as filed with
the Securities and Exchange Commission.
* Less than 1%.
</TABLE>
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company believes that a strong link should exist between
executive compensation and management's ability to maximize
stockholder value. This belief is adhered to by developing both
short-term and long-term incentive compensation programs which provide
competitive compensation and reflect Company performance while taking
into account the Company's circumstances, as discussed below. The
Compensation Committee's role and responsibilities involve overseeing
and directing the development of executive compensation policies and
programs which are consistent with, explicitly linked to and
supportive of the basic strategic objective of maximizing stockholder
value.
COMPENSATION PHILOSOPHY AND ELEMENTS
The five principles to which the Compensation Committee
adheres in discharging its responsibilities reflect the Compensation
Committee's philosophy of developing management incentive arrangements
that are understandable to both management and the Company's
stockholders. First, the majority of the annual and long-term
compensation for the Company's senior executive officers should be at
risk, with actual compensation levels correlating with the Company's
actual performance in certain key areas determined by the Compensation
Committee. Second, over time, incentive compensation of the Company's
senior executive officers should focus more heavily on long-term
rather than short-term accomplishments and results. Third,
equity-based compensation and equity ownership requirements should be
used on an increasing basis so as to provide executive officers with
clear and direct links to the stockholders' interests. Fourth, the
overall executive compensation programs should be structured to ensure
the Company's ability to attract, retain, motivate and reward those
individuals who are best suited to achieving the desired performance
results of the Company. Fifth, the total compensation for all
executive officers and employees of the Company should be competitive
so as to attract and retain the best people in the Company's unique
industry. Companies reviewed for comparative purposes do not
necessarily include those in the Company's performance graph since the
Company operates in a highly unique niche of the printing industry,
has material foreign
<PAGE>
<PAGE>
operations and is leveraged primarily as a result of the 1990
acquisition of International Banknote Company, Inc. ("IBK").
In evaluating the performance and compensation of the
executive officers of the Company, the Compensation Committee has
taken particular note of management's success in restructuring the
Company's business following the combination of the businesses of IBK
and its principal subsidiaries, American Bank Note Company and
American Bank Note Holographics, Inc., with USBC and Jeffries Banknote
Company. Since 1990, management has succeeded in consolidating these
businesses and certain other predecessors into a single company and
has added a strategic acquisition in Latin America, American Bank Note
Company Grafica e Servicos Ltda., to the Company's operations
consistent with management's long-term goals for expanding its markets
internationally. These consolidations and acquisitions have expanded
the duties of Mr. Weissman and other members of management.
Management has also obtained long-term financing to support these
activities with beneficial rates and terms. In this regard, the
compensation philosophy recognizes the challenges of financing and
operating a highly leveraged company. The Compensation Committee
believes that continued sales and earnings growth as well as continued
improvement in cash flow should be recognized in considering
compensation levels along with improvements in overall effectiveness,
productivity, quality, return on equity and investment and success in
identifying and implementing further strategic alliances and business
combinations, while taking into account the Company's high
depreciation and amortization and non-recurring extraordinary charges.
The Compensation Committee reviews the performance of management on an
annual basis.
Compensation for the Chief Executive Officer and selected
senior executive officers have been established under written
employment agreements which set forth actual levels and minimum rates
of increase. Prior to 1994, annual incentive awards made to selected
senior executive officers were made on the basis of the Company's
annual EBITDA performance. Pursuant to the Executive Incentive Plan,
which became effective during 1994 for Mr. Weissman and Mr. Glover and
will become effective during 1995 for other senior executive officers,
Company performance is now based on return on equity, a more
meaningful performance measure. In lieu of cash, Mr. Weissman
accepted 50% of his 1994 bonus in shares of restricted stock.
During 1994, the Company, at the direction of the
Compensation Committee, began its review of senior executives'
compensation arrangements and advised executives that compensation
arrangements will be modified to reflect more closely the compensation
philosophy which has been adopted by the Compensation
<PAGE>
<PAGE>
Committee, subject to their existing employment agreements. During
1994, the Compensation Committee established and the stockholders
approved at the 1994 Annual Meeting, the Long-Term Performance Plan
and the Executive Incentive Plan.
The Compensation Committee intends to seek to comply with
the provisions of Section 162(m) under the Internal Revenue Code of
1986, as amended, with respect to qualifying the compensation paid to
its executive officers.
David S. Rowe-Beddoe
C. Gerald Goldsmith
Ira J. Hechler
PERFORMANCE GRAPH
The following performance graph compares the Company's
cumulative total stockholder return from July 26, 1990 (the date of
the consummation of the merger and restructuring in 1990 of USBC and
IBK) through December 31, 1994, to that of the Media General
Composite, a broad market index, and a peer group index created by the
Company.
Because the Company is involved in a wide variety of
businesses, including security printing, holography, and credit and
telephone cards, no published peer group closely reflects the
Company's overall business or matches the relative contributions of
those businesses to the Company's overall performance. The Company
has decided to change its peer group index from the Media General MG
Industry Group 093 -- Printing (the "Media General Printing Index"), a
broad index of printing industry companies which the Company used in
previous years, to a customized peer group index composed of specialty
printing companies in certain lines of business in which the Company
does business from the Media General Printing Index. The following
companies have been included in the customized peer group index: Bowne
& Co., Inc., Deluxe Corporation, Devon Group Inc., Duplex Products
Inc., John H. Harland Co., Merrill Corp., Moore Corporation Limited,
Multi-Color Corp., The Standard Register Company, Stevens Graphics
Corporation (Class A and Class B) and United States Banknote
Corporation. The customized peer group weighs the constituent
companies' common stock performance on the basis of market
capitalization, measured at the beginning of each relevant time
period. The Media General Printing Index is included this year as
part of the transition to the new peer group index.
The graph assumes that the value of the investment in the
Company's Common Stock and each index was $100 on July 26,
<PAGE>
<PAGE>
1990 and that all dividends were reinvested. Stock price performances
shown on the graph are not indicative of future price performances.
This data was furnished by Media General Financial Services.
CUMULATIVE TOTAL RETURN AMONG
UNITED STATES BANKNOTE CORPORATION, PEER GROUP INDEX
AND MEDIA GENERAL'S COMPOSITE BROAD MARKET INDEX
FROM JULY 26, 1990 TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
July 26, December December December December December
1990 31, 1990 31, 1991 31, 1992 31, 1993 31, 1994
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
United States Banknote $100 $66.67 $219.05 $247.62 $242.86 $ 85.71
Corporation
Peer Group Index 100 88.20 101.31 111.95 107.98 95.24
Media General Composite 100 92.01 118.77 123.53 141.80 140.62
Board Market Index
Media General Printing 100 90.77 111.27 130.77 133.72 123.04
Index
</TABLE>
<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth certain information for the
three years ended December 31, 1994, 1993 and 1992, regarding the
compensation of the Chief Executive Officer of the Company and each of
the four other most highly compensated executive officers of the
Company.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
OTHER RESTRICTED
ANNUAL STOCK LTIP ALL OTHER
NAME AND COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) ($)(2) (#)(3) ($) ($)(4)(5)(6)
- ------------------ ---- --------- -------- ------ ------ ------ --- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Morris Weissman 1994 750,000 183,750 -- 183,750 -- -- 21,918
Chairman and Chief 1993 592,770 704,468 -- -- 250,000 -- 77,029
Executive Officer 1992 509,760 340,840 -- -- 522,500 -- 75,050
Ron K. Glover 1994 300,000 150,000 -- -- 275,000 -- 8,983
President and Chief 1993 -- -- -- -- -- -- --
Operating Officer(7) 1992 -- -- -- -- -- -- --
John T. Gorman 1994 234,168 132,200 -- -- 20,000 -- 17,224
Executive Vice 1993 234,164 175,716 -- -- -- -- 14,727
President and Chief 1992 226,000 136,336 -- -- 66,000 -- 14,542
Financial Officer
Robert L. Christophersen 1994 184,896 89,230 -- -- 15,000 -- 21,074
Executive Vice 1993 184,876 118,608 -- -- -- -- 17,597
President-Manufacturing 1992 178,440 92,027 -- -- 48,750 -- 17,356
Harvey J. Kesner 1994 151,440 60,000 -- -- 15,000 -- 7,500
Senior Vice President 1993 145,600 80,000 -- -- -- -- 8,164
General Counsel and 1992 140,000 28,000 -- -- 30,000 -- 4,242
Secretary
<FN>
---------------
(1) The value of each of the named executive officer's perquisites
did not exceed the threshold for disclosure established under the
Securities and Exchange Commission's proxy rules.
(2) No named executive officers held any restricted stock at December
31, 1994. Amounts shown represent 91,875 shares of restricted
stock valued at $2.00 per share awarded on March 27, 1995
representing 50% of Mr. Weissman's 1994 bonus under the Executive
Incentive Plan. Restrictions lapse on one-third of the shares
upon each of the first three anniversaries of the date of award,
except that all such restricted stock immediately vests upon Mr.
Weissman's death, retirement, disability, termination or upon a
"change in control." Such shares are held pursuant to a grantor
trust established by the Company and subject to claims of the
Company's creditors until the date restrictions on the shares
<PAGE>
<PAGE>
lapse. Dividends are paid on these shares as, when and if
dividends are paid on Common Stock.
(3) Of the options shown for 1992, Messrs. Weissman, Gorman,
Christophersen and Kesner received 237,500, 38,000, 23,750 and
19,000 options, respectively, in respect of the Company's 1991
performance, although such options were granted during fiscal
year 1992.
(4) Amounts shown for 1992 consist of the following:
(i) contributions by the Company to the United States Banknote
Employees' Retirement Plan: Mr. Weissman ($10,000), Mr. Gorman
($10,000), Mr. Christophersen ($9,192) and Mr. Kesner ($4,242);
and (ii) premiums paid by the Company with respect to life
insurance: Mr. Weissman ($65,050), Mr. Gorman ($4,542) and
Mr. Christophersen ($8,164).
(5) Amounts shown for 1993 consist of the following:
(i) contributions by the Company to the United States Banknote
Employees' Retirement Plan: Mr. Weissman ($10,000), Mr. Gorman
($10,000), Mr. Christophersen ($9,433) and Mr. Kesner ($8,164);
and (ii) premiums paid by the Company with respect to life
insurance: Mr. Weissman ($67,029), Mr. Gorman ($4,727) and
Mr. Christophersen ($8,164).
(6) Amounts shown for 1994 consist of the following: (i)
contributions by the Company to the United States Banknote
Employees' Retirement Plan: Mr. Weissman ($7,500), Mr. Glover
($5,625), Mr. Gorman ($7,500), Mr. Christophersen ($7,500) and
Mr. Kesner ($7,500); and (ii) premiums paid by the Company with
respect to life insurance: Mr. Weissman ($14,418), Mr. Glover
($3,358), Mr. Gorman ($9,724) and Mr. Christophersen ($13,574).
(7) Salary for 1994 reflects a partial year. Mr. Glover joined the
Company in April 1994.
</TABLE>
EMPLOYMENT AGREEMENTS
Messrs. Weissman and Glover serve pursuant to employment
agreements with the Company through December 31, 1999 for Mr. Weissman
and December 31, 1998 for Mr. Glover. Mr. Weissman's agreement is
subject to automatic extension unless advance notice of non-renewal is
given.
Mr. Weissman's agreement provides for his engagement as
Chairman and Chief Executive Officer of the Company. The agreement
provides a base salary of $750,000 with no guaranteed
<PAGE>
<PAGE>
bonus. Mr. Weissman participates in the Executive Incentive Plan and
receives an annual bonus equal to 6% of his annual base salary in 1994
(adjusted in each subsequent year by compounding the 1994 base salary
by 1.07) multiplied by the number of percentage points by which "ROE"
(as defined below) exceeds 10% up to a maximum annual bonus equal to
200% of base salary.
Mr. Glover's agreement provides for his engagement as
President and Chief Operating Officer of the Company. The agreement
provides a base salary of $400,000. Mr. Glover participates in the
Executive Incentive Plan and receives an annual bonus equal to 3% of
his annual base salary in 1994 (adjusted in each subsequent year by
compounding the 1994 base salary by 1.07) multiplied by the number of
percentage points by which ROE exceeds 10% up to a maximum annual
bonus equal to 200% of base salary with a minimum bonus of $150,000 in
1994.
ROE is defined as the fraction the numerator of which is
equal to the Company's pre-tax income (including income from minority
holdings, joint ventures, dividends from investments, and like income)
before extraordinary charges or similar one-time non-recurring losses
or reserves not in the ordinary course plus depreciation and
amortization, and the denominator of which is calculated as a simple
average of the average monthly common equity (beginning of month
common equity plus end of month common equity divided by two) for the
calendar year.
Mr. Weissman's and Mr. Glover's agreements also contain
provisions for payment in the event of disability or death in addition
to maintenance of certain life insurance and participation in Company
benefit plans. Upon termination in the event of his permanent
disability, each is entitled to receive until the earlier to occur of
(i) recovery from such disability, (ii) the date employment under the
employment agreement was scheduled to terminate or (iii) death, 75% of
the then effective base salary. In addition, each is to receive the
pro rata amount of the bonus he would have received for the year in
which he became permanently disabled based on the number of days he
was not disabled and during the time he receives 75% of his base
salary all other benefits he would have received but for the
termination of employment due to disability.
In the event Mr. Weissman's employment with the Company is
terminated by the Company (other than for cause) or is terminated by
Mr. Weissman for "good reason," Mr. Weissman is entitled to receive a
lump sum equal to the greater of his "Total Direct Compensation" for
1994 or his "Estimated Total Direct Compensation" then in effect, as
if his employment agreement had remained in effect for the entire Term
(as extended pursuant to
<PAGE>
<PAGE>
the agreement) (or, if following a "change in control," the greater of
such amount or $5,000,000), plus the value of his unexercised options
and maintenance of certain benefits for the remainder of the Term.
In the event Mr. Glover's employment with the Company is
terminated by the Company (other than for cause) or is terminated by
Mr. Glover for "good reason," Mr. Glover is entitled to receive a lump
sum equal to the greater of two times his "Total Direct Compensation"
then in effect or the aggregate base salary plus bonus he would have
received through December 31, 1998 assuming his bonus in each year
equalled 100% of his base salary at the time of termination, plus
maintenance of certain benefits for the lesser of two years or the
remainder of the Term. In the event Mr. Glover's employment is
terminated by the Company following a "change in control," Mr. Glover
is entitled to receive a lump sum equal to three times his Total
Direct Compensation then in effect, plus the value of his unexercised
options and maintenance of certain benefits for the remainder of the
Term.
Employment agreements for the other named executive officers
provide for base salaries in 1994 of $234,168, $184,896 and $151,440
for Messrs. Gorman, Christophersen and Kesner, respectively and
terminate on July 25, 1995 for Messrs. Gorman and Christophersen and
December 31, 1994 for Mr. Kesner.
For 1994, Messrs. Gorman and Christophersen receive a
minimum annual bonus in an amount equal to the greater of (i) .4% and
.27%, respectively, of EBITDA (the Company's consolidated earnings
before interest, taxes, depreciation and amortization, subject to
certain adjustments and excluding extraordinary charges or similar
one-time non-recurring losses or reserves not in the ordinary course)
plus certain extraordinary gains on disposition of assets or (ii) 35%
and 30%, respectively, of base salary and Mr. Kesner receives a
minimum annual bonus of 20% of his base salary.
Each of the employment agreements for Messrs. Gorman,
Christophersen and Kesner contains provisions for payment in the event
of non-renewal by the Company, disability or death in addition to
maintenance of certain life insurance and participation in Company
benefit plans.
The employment agreements entitle Messrs. Gorman,
Christophersen and Kesner to certain payments upon termination of the
"Term of Employment" under their respective agreements (other than for
cause). Payment upon termination of the "Term of Employment" includes
a two year consulting period for Messrs. Gorman and Christophersen at
50% of their base salaries then in
<PAGE>
<PAGE>
effect and for Mr. Kesner, a lump sum of one times base salary then in
effect. Upon termination in certain circumstances, including for
"good reason" (defined as certain events following a "change in
control"), payment includes a lump sum of two times base salary plus
bonus then in effect for Messrs. Gorman and Christophersen and one
times base salary plus bonus then in effect for Mr. Kesner, plus the
value of unexercised options held and maintenance of certain benefits
for an eighteen month period.
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth for the Chief Executive
Officer and each of the four other named executive officers of the
Company: (a) the number of options granted during 1994; (b) the
percent such number is of the total options granted to all employees
in 1994; (c) the exercise price per share; (d) the expiration date and
(e) the potential realizable value of such options at certain assumed
rates of stock price appreciation.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------
% OF TOTAL POTENTIAL REALIZABLE VALUE AT
OPTIONS ASSUMED ANNUAL RATES OF
GRANTED TO EXERCISE STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES PRICE EXPIRATION FOR OPTION TERM(2)
------------------
GRANTED(#)(1) IN 1994 ($/SH) DATE 0%($) 5%($) 10%($)
------------- ------- ------ ---- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Morris Weissman 0 0% -- -- -- -- --
Ron K. Glover 100,000 23.9% $3.375 4/4/04 $0 $212,252 $537,888
25,000 6.0% 4.05 4/4/04 0 36,188 117,597
25,000 6.0% 4.89375 4/4/04 0 15,094 96,503
25,000 6.0% 5.90625 4/4/04 0 0 71,191
50,000 12.0% 6.75 4/4/04 0 0 100,194
50,000 12.0% 8.4375 4/4/04 0 0 15,819
John T. Gorman 20,000 4.8% $2.9375 9/19/04 $0 $ 36,948 $93,632
Robert L. Christophersen 15,000 3.6% $2.9375 9/19/04 $0 $ 27,711 $70,224
Harvey J. Kesner 15,000 3.6% $2.9375 9/19/04 $0 $ 27,711 $70,224
<FN>
(1) Options granted to Messrs. Gorman, Christophersen and Kesner were granted under the Long-Term Performance Plan and
options granted to Mr. Glover were granted under the 1990 Stock Option Plan. One-third of the options vest and become
fully exercisable upon each of the first three anniversaries of the date of grant (September 20, 1994 with respect to
options granted to Messrs. Gorman, Christophersen and Kesner and April 5, 1994 with respect to options granted to Mr.
Glover), except that all such options immediately vest upon the holder's death while still employed or termination of
employment in connection with a change in control. Payment of the purchase price for shares acquired upon the
exercise of options generally may be in cash, by check, or by delivery to the Company of shares of Common Stock, or by
other permitted methods, including broker-assisted "cashless exercise" methods.
(2) The amounts set forth are based on assumed appreciation of 0% and the 5% and 10% rates as prescribed by the Securities
and Exchange Commission rules and are not intended to forecast future appreciation, if any, of the stock price. The
Company did not use an alternate formula for a grant date valuation as it is not aware of any formula which will
determine with reasonable accuracy a present value based on future unknown or volatile factors. Actual gains, if any,
on stock option exercises and Common Stock holdings are dependent on the future performance of the Common Stock.
There can be no assurance that the amounts reflected in this table will be achieved.
</TABLE>
<PAGE>
<PAGE>
OPTION EXERCISES AND FISCAL YEAR END VALUES
The following table sets forth for the Chief Executive
Officer and each of the four other named executive officers of the
Company: (a) the number of shares of Common Stock acquired upon the
exercise of options during 1994, (b) the value realized from options
exercised during 1994, (c) the number of options held as of
December 31, 1994, both exercisable and unexercisable, and (d) the
value of such options as of that date. No named executive officer
exercised any options during the last fiscal year.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUE AT LAST FISCAL YEAR END
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR END YEAR-END
ACQUIRED VALUE # EXERCISABLE(1)/ $ EXERCISABLE(1)/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Morris Weissman -- -- 604,167/261,666 $4,667/$0
Ron K. Glover -- -- 0/275,000 0/ 0
John T. Gorman -- -- 166,666/ 29,334 5,600/ 0
Robert L. Christophersen -- -- 72,416/ 23,334 3,080/ 0
Harvey J. Kesner -- -- 34,667/ 18,666 0/ 0
<FN>
(1) Amounts shown exclude Performance Warrants held by Messrs. Weissman, Gorman and
Christophersen under the Company's Performance Warrant Plan in the amounts of
139,500, 16,000 and 14,000, respectively. All of such Performance Warrants are
presently exercisable through July 26, 2006 at an exercise price of $0.011 per
share, subject to anti-dilution provisions. The aggregate value of unexercised
in-the-money Performance Warrants at 1994 fiscal year end was $312,341, $35,824
and $31,346 for Messrs. Weissman, Gorman and Christophersen, respectively.
</TABLE>
RETIREMENT PLAN
Effective April 1, 1994, the Board of Directors approved the
implementation of a retirement plan for certain executives and
management employees (the "Supplemental Executive Retirement Plan").
In general, the Supplemental Executive Retirement Plan provides that a
participant retiring at age 65 will receive a monthly retirement
benefit equal to an amount determined by multiplying the participant's
"final average compensation" (as defined in the plan) by a percentage
equal to 3% for each of the first ten years of a participant's service
plus 1.5% for each of the next twenty years of the participant's
service. The result of the computation shall be decreased by a
participant's Social Security Benefit and any amount available from
the participant's basic pension or profit-sharing plan resulting from
employer contributions. The retirement income shall be paid at normal
or deferred retirement date for life only with the appropriate
<PAGE>
<PAGE>
actuarial reduction of a joint and survivor election. Early
retirement benefits are available with a reduction of 2% for each year
less than age 62. No benefit will be provided previous to a
participant achieving age 55 and 10 years of service. Amounts of
compensation in excess of $300,000 increased by 6% on each plan
anniversary commencing April 1, 1995, will not be considered when
calculating plan benefits.
Effective April 1, 1994, Mr. Weissman's benefit in the
Supplemental Executive Retirement Plan will be calculated based upon
fixed remuneration of $750,000. Effective May 1, 1994, Mr. Glover's
benefit will be a fixed retirement income of $225,000 without
reduction for any other benefits. Both Messrs. Weissman and Glover
will be required to provide minimum numbers of service years as
provided in their respective agreements.
The Company has established a grantor trust to which the
Company shall contribute assets that will be held subject to the claim
of the Company's creditors until paid to plan participants and their
beneficiaries at such times as specified in the plan.
The following table shows the estimated annual benefit
payable to employees in various compensation and years of service
categories. The estimated benefits apply to an employee retiring at
age sixty-five in 1994 who elects to receive his or her benefit in the
form of a single life annuity. These benefits would be reduced by any
benefits attributable to the Company's contributions (and the earnings
thereon) to the basic pension and/or profit-sharing plan and social
security.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
YEARS OF SERVICE
----------------
REMUNERATION 10 15 20 25 30
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$100,000 $30,000 $37,500 $45,000 $52,500 $60,000
125,000 37,500 46,875 56,250 65,625 75,000
150,000 45,000 56,250 67,500 78,750 90,000
200,000 60,000 75,000 90,000 105,000 120,000
250,000 75,000 93,750 112,500 131,250 150,000
300,000 90,000 112,500 135,000 157,500 180,000
</TABLE>
<PAGE>
<PAGE>
COMPENSATION OF DIRECTORS
Non-employee Directors presently are paid $25,000 per annum
for serving as Directors and $2,000 for each meeting of the Board of
Directors attended in excess of four in any fiscal year. Non-employee
Directors receive $1,000 for each committee meeting attended. Under
the Company's 1992 Non-employee Directors Stock Option Plan (the "1992
Directors Plan"), Messrs. Goldsmith, Hechler and Rowe-Beddoe have each
been granted options for 15,000 shares. Under the 1992 Directors
Plan, the options become fully exercisable upon the termination of the
holder as a Director of the Company due to death, disability or
retirement or upon a change of control. Payment of the purchase price
for shares acquired upon the exercise of options may be in cash, by
check or by delivery to the Company of shares of Common Stock,
including broker-assisted "cashless exercise" methods. No options
granted under the 1992 Directors Plan have been exercised and no
further grants will be made under the 1992 Directors Plan. Under the
terms of the Deferred Stock and Compensation Plan for Non-employee
Directors (the "Director Plan"), each non-employee director elected at
an annual meeting is automatically awarded 1,300 Common Stock share
equivalents, which are held in a director's deferred stock account.
Directors elected or appointed other than at an annual meeting are
awarded a pro rata amount of Common Stock share equivalents. A Common
Stock share equivalent is the hypothetical equivalent of the Common
Stock that has a value on any date equal to the mean of the high and
low trading prices of the Common Stock on such date, and is adjusted
to reflect stock dividends, splits and reclassifications. In January
of the year following the year of termination of services, each
director receives payment in shares of Common Stock equal to the
balance of Common Stock share equivalents in his or her deferred stock
account. In the event of a change in control, share equivalents have
a value based on the highest price of the Common Stock during the
thirty days preceding such change in control and will be paid in cash
or otherwise as the Compensation Committee may prescribe. As a result
of the Director Plan, 1,300 Common Stock share equivalents were
awarded to each of Ms. Anderson and Messrs. Goldsmith, Hechler and
Rowe-Beddoe on June 6, 1994.
Under the Director Plan a non-employee director may elect to
defer all or a portion of such director's annual retainer and other
fees, and such deferred amount is treated as if it were invested in a
putative debenture and credited to a deferred debenture account. A
putative debenture is a hypothetical debenture of the Company that has
a face value of $100, and bears interest at a rate equal to the seven
year U.S. Treasury Bond rate in effect the week prior to the regular
January meeting of the Board. The debentures are convertible into
Common Stock at a
<PAGE>
<PAGE>
conversion rate determined by dividing $100 by the mean of the high
and low trading prices of the Common Stock on the date the putative
debenture is credited to the director's deferred debenture account.
An election to defer shall be effective only with regard to annual
retainer and fees earned no earlier than six months following the
director's election except as otherwise provided under the Director
Plan. An election shall be irrevocable with regard to annual retainer
and fees earned during the period in which the election is in effect.
Following termination of service, the director will receive, in
respect of all amounts deferred under the Director Plan, five annual
payments in cash if the value of the putative debentures, plus the
interest accrued thereon, is greater than the value of the common
Stock into which the putative debentures are convertible. Otherwise
such amount shall be payable in Common Stock. In the event of a
change in control, the deferred amounts will be paid in cash or
otherwise as the Compensation Committee may prescribe.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company retains Kelly, Anderson & Associates, of which
Ms. Anderson, a Director of the Company, is President and an owner,
for marketing and business development services primarily involving
the Company's government contracts business pursuant to an agreement
entered into in March 1994. During 1994, the Company paid approxi-
mately $216,500 to Kelly, Anderson & Associates for services performed
for the Company. The Company has for many years prior to Ms.
Anderson's election as a Director utilized the services of Kelly,
Anderson & Associates.
LOANS TO EXECUTIVE OFFICERS
Pursuant to the terms of Mr. Glover's employment agreement,
on April 13, 1994, the Company loaned Mr. Glover certain funds in
connection with his purchase of 100,000 shares of Common Stock in open
market transactions. The loan bears interest, payable annually, at a
rate equal to the Company's weighted average cost of borrowing
(10.794%). The loan matures on December 31, 1998. On March 31, 1995,
the amount outstanding under the loan was approximately $425,000,
which was the maximum amount outstanding to date.
<PAGE>
<PAGE>
PROPOSAL 2. CHANGE OF CORPORATE NAME
In view of the sweeping changes taking place in our Company
and the fact that we operate worldwide under the American Bank Note
banner, we feel it appropriate to change our corporate name to
American Banknote Corporation. Especially after our 1993 expansion
into Brazil, our enterprise spans all of the Americas and indeed the
entire globe. The American Bank Note name enjoys an international
reputation earned in two centuries of providing high security
documents.
The Board of Directors in March 1995 approved the name
change and adopted, subject to stockholder approval, the Name
Amendment to the Company's Certificate of Incorporation to change the
name of the Company to American Banknote Corporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE NAME AMENDMENT.
PROPOSAL 3. AUDITOR PROPOSAL
Pursuant to the recommendation of the Audit Committee, the
Board of Directors has proposed the appointment of the firm of
Deloitte & Touche LLP, independent auditors ("Deloitte"), to audit the
consolidated financial statements of the Company for the fiscal year
ending December 31, 1995. Deloitte has acted as auditor of the
Company since July 25, 1990 and had audited the accounts of the
Company and its predecessors since 1976. The stockholders are
requested to approve the proposed appointment at the Annual Meeting.
It is expected that representatives of Deloitte will be
present at the Annual Meeting and available to respond to appropriate
questions, and make a statement, if they so wish.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE AUDITOR PROPOSAL.
STOCKHOLDER PROPOSAL
A stockholder of the Company has notified the Company that
he intends to propose the following matter at the Annual Meeting. The
Company will furnish to any person, promptly upon the receipt of any
oral or written request, the name and address of the proponent of the
stockholder proposal and the number of shares of Common Stock held by
such proponent.
<PAGE>
<PAGE>
Proposals that stockholders wish to include in the Company's
Proxy Statement and form of proxy for presentation at the Company's
next Annual Meeting must be received at the Company's principal
executive offices no later than January 12, 1996.
RESOLVED: That the stockholders of United States Banknote
Corporation, assembled in annual meeting in person and by proxy,
hereby request that the Board of Directors take the steps
necessary to provide that a stenographic record be kept of the
annual meeting and be made available to stockholders for a
reasonable charge.
REASONS: Stockholders should have this important right in
case they are unable to attend the annual meeting in person.
It is also important that the Company itself have a
permanent record of the annual meeting.
If you agree, please mark your proxy FOR this resolution;
otherwise it is automatically cast against it, unless you have marked
to abstain.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE AGAINST THE ADOPTION OF SUCH STOCKHOLDER PROPOSAL
FOR THE FOLLOWING REASONS:
The Board of Directors believes the preparation of the
transcript would be of limited value to stockholders and incur
unnecessary expense. The voting results of the Company's stockholder
meetings are required to be made publicly available in the Company's
next Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission and the New York Stock Exchange pursuant to the
Securities Exchange Act of 1934, as amended.
RECOMMENDATION
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR
THE ELECTION OF ITS NOMINEES AS DIRECTORS, FOR THE APPROVAL OF THE
AMENDMENT, FOR THE AUDITOR PROPOSAL, AND AGAINST THE STOCKHOLDER
PROPOSAL.
<PAGE>
<PAGE>
LITIGATION; COMPLIANCE
LITIGATION INVOLVING CLAIMS AGAINST DIRECTORS
In January 1994, Vladimir v. United States Banknote
Corporation, et al., and in February 1994, Sinay v. United States
Banknote Corporation, et al., were filed in the United States District
Court for the Southern District of New York on behalf of a purported
class of purchasers of Common Stock between April 1, 1993 and
January 6, 1994. Also in January 1994, Atencio v. Morris Weissman, et
al., was filed in the Court of Chancery for the State of Delaware, New
Castle County, against various directors and/or officers of the
Company, on behalf of a purported class and also derivatively on
behalf of the Company which was named as a nominal defendant. In
February 1994, Rosenberg v. Morris Weissman, et al. was filed in the
same court as Atencio, alleging similar claims to Atencio, but not on
behalf of a class of plaintiffs.
The complaints in these four actions allege, among other
things, that the Company and the individual defendants knowingly or
recklessly caused the market price of its Common Stock to be inflated
artificially by making misleading statements and/or omissions of
material fact concerning the risk of loss of the Company's stamp
printing contracts with the United States Postal Service ("USPS").
The Vladimir and Sinay actions seek unspecified damages. The Atencio
and Rosenberg actions also assert claims for breach of fiduciary duty
by the individual defendants, and allege that certain of the
defendants sold Common Stock while in possession of material non-
public information and seek recapture of the profits earned by the
defendants who purportedly traded, the repayment by the defendants of
their 1993 salaries, damages for the costs to the Company of defending
the Vladimir actions and the annulment of the 1993 election of
directors.
On November 1, 1994, the Company filed an action against
Thomas De La Rue AG ("DLR") and its parent, De La Rue Plc in New York
State Supreme Court. The complaint alleges breach of contract in
connection with the Company's 1993 purchase of the Company's Brazilian
subsidiary from DLR and seeks in excess of $1.5 million in damages.
In December 1994, the action was removed by the defendants to the
United States District Court for the Southern District of New York.
Discovery is presently underway. On November 2, 1994, an action was
commenced against the Company and certain of its directors and
officers entitled Thomas De La Rue AG v. United States Banknote
Corporation, et al. in the United States District Court of the
Southern District of New York. The complaint alleges, among other
things, breach of contract by the Company in connection with the
Brazil purchase agreement, common law fraud and violation of federal
securities laws based on the
<PAGE>
<PAGE>
alleged failure to disclose the risk of loss of the Company's stamp
printing contracts with the USPS and the alleged failure to register
the Common Stock paid to DLR expeditiously with the Securities and
Exchange Commission. The complaint seeks unspecified damages as well
as $6.8 million for the Common Stock received by DLR in the
transaction. The defendants' motion to dismiss was denied in December
1994. Discovery is presently underway.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's
officers, directors and persons who own more than 10% of a registered
class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, directors and greater than
10% stockholders are required by regulations promulgated by the
Securities and Exchange Commission to furnish the Company with copies
of all forms they file pursuant to Section 16(a) of the Exchange Act.
Based solely on review of the copies of such forms furnished
to the Company and written representations from the Company's
executive officers and Directors, the Company believes that during the
year ended December 31, 1994 all persons subject to the reporting
requirements of Section 16(a) filed the required reports on a timely
basis.
<PAGE>
<PAGE>
OTHER BUSINESS
The Company knows of no other matters that may be presented
to the Annual Meeting. However, if any other matter properly comes
before the Annual Meeting, or any adjournment thereof, it is intended
that proxies in the accompanying form will be voted in accordance with
the judgment of the persons named therein.
PROXIES AND VOTING AT THE MEETING
Only holders of record of Common Stock at the close of
business on the Record Date are entitled to receive notice of, and to
vote at, the Annual Meeting. At the close of business on the Record
Date, 19,100,763 shares of Common Stock were issued and outstanding,
with each share entitled to one vote. The presence in person or by
proxy at the Annual Meeting of the holders of a majority of such
shares shall constitute a quorum.
The affirmative vote of the holders of a plurality of the
votes cast by the holders of shares of Common Stock present in person
or represented by proxy at the Annual Meeting and entitled to vote is
necessary for the election of Directors. Abstentions and broker non-
votes will have no impact on the election of Directors. The
affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote is required for approval of
the Name Amendment. Abstentions and broker non-votes on the Name
Amendment have the same effect as votes against the matter. The
affirmative vote of the holders of a majority of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting
and entitled to vote is required for the approval of the Auditor
Proposal and the stockholder proposal. With respect to abstentions on
these matters, the shares will be considered present and entitled to
vote at the Annual Meeting and they will have the same effect as votes
against the matters. With respect to broker non-votes on these
matters, the shares will not be considered entitled to vote at the
Annual Meeting for such matters and the broker non-votes will have the
practical effect of reducing the number of affirmative votes required
to achieve a majority vote by reducing the total number of shares from
which the majority is calculated.
Any Proxy may be revoked at any time before it is actually
voted by written notification delivered to the Secretary of the
Company, by voting in person at the Annual Meeting or by submitting
another Proxy bearing a later date. Properly executed and unrevoked
Proxies received by the Company will be voted by the persons named
therein at the Annual Meeting in the manner
<PAGE>
<PAGE>
specified therein or, if no specification is made, will be voted:
(i) FOR the election of the six Directors listed herein; (ii) FOR the
approval of the Name Amendment; (iii) FOR the Auditor Proposal; and
(iv) AGAINST the stockholder proposal.
The expense of preparing, printing and distributing the
Proxy materials will be paid by the Company. In addition to use of
the mail, Proxies may be solicited in person or by telephone by
Directors, officers or employees of the Company without additional
compensation. The Company has engaged D. F. King & Co., Inc.,
77 Water Street, New York, New York 10005, to assist in the
solicitation of Proxies from stockholders for a fee of $6,000 plus
reimbursement for reasonable out-of-pocket expenses.
By Order of the Board of Directors,
/s/ Harvey J. Kesner
Harvey J. Kesner
Secretary
May 12, 1995
PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT
PROMPTLY. NO POSTAGE STAMP IS NECESSARY IF MAILED IN THE UNITED
STATES.
<PAGE>
<PAGE>
UNITED STATES BANKNOTE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
P
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
The undersigned hereby appoints Morris Weissman, John OT.
O Gorman and Harvey J. Kesner , or any one of them, with the full power
of substitution, to vote all shares of Common Stock, Xpar value $.01
X per share, of UNITED STATES BANKNOTE CORPORATION (the "Company") which
the undersigned is entitled to vote at the Y Company's Annual Meeting
Y to be held on June 6, 1995 and at any adjournments thereof, and the
undersigned authorizes and instructs said proxies to vote as directed.
Election of Directors:
The nominees are: (Change of Address)
Morris Weissman
--------------------
Ron K. Glover
--------------------
Bette B. Anderson
--------------------
C. Gerald Goldsmith
--------------------
Ira J. Hechler
--------------------
David S. Rowe-Beddoe
--------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card.)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1, FOR
PROPOSALS 2 AND 3 AND AGAINST PROPOSAL 4.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE AND
RETURN IT PROMPTLY USING THE ENVELOPE PROVIDED.
SEE REVERSE
SIDE
NYFS03...:\15\78515\0015\1980\RID4185L.120
<PAGE>
<PAGE>
PLEASE MARK YOUR
X VOTE AS IN THIS
EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 2 AND
3 AND AGAINST PROPOSAL 4.
FOR VOTE WITHHELD FOR
ALL NOMINEES ALL NOMINEES
1. ELECTION OF
DIRECTORS
(See reverse side) ___ ___
For, except vote witheld from the following nominee(s):
-------------------------------------------------
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE ___ ___ ___
AMENDMENT TO CERT-
IFICATE OF INCORPORA-
TION TO CHANGE THE
NAME OF THE COMPANY.
3. PROPOSAL TO APPROVE ___ ___ ___
THE APPOINTMENT OF
DELOITTE & TOUCHE
LLP AS AUDITORS FOR
THE COMPANY FOR THE
FISCAL YEAR ENDED
DECEMBER 31, 1994.
4. PROPOSAL TO APPROVE ___ ___ ___
A STOCKHOLDER
PROPOSAL TO REQUEST
THE COMPANY'S BOARD
OF DIRECTORS TO
PROVIDE A STENO-
GRAPHIC RECORD OF
ANNUAL MEETINGS
OF STOCKHOLDERS.
5. IN THEIR DISCRETION,
UPON ANY OTHER
MATTERS WHICH
PROPERLY COME BEFORE
THE MEETING OR ANY
ADJOURNMENTS THEREOF.
CHANGE OF ADDRESS:
CHECK THIS BOX AND ___
SEE REVERSE SIDE:
Receipt of the Notice
of Annual Meeting
SIGNATURE(S) DATE , 1995 of Stockholders,
- ---------------------------------- ------------ the Proxy Statement
Your signatures should appear the same as and the 1994 Annual
your name appears hereon, and if signing Report of the Com-
as an attorney, executor, administrator, pany is hereby
trustee or guardian, please indicate the acknowledged.
capacity in which signing. When signing
as joint tenants, all parties to the joint
tenancy must sign. When the proxy is given
by a corporation, it should be signed by
an authorized officer.
