<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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[x] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December
31, 1994
or
[_] AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. For the transition period from
___________ to ___________
Commission file number: 1-5721
AMERICAN BANKNOTE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-0460520
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(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
51 West 52nd Street
New York, New York 10019
(212) 582-9200
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- -------------------------------------- ----------------------------------
Common Stock, par value $.01 per share New York Stock Exchange
Preferred Stock Purchase Rights N/A
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [x] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [x].
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes [_] No [_]
At March 27, 1995, the aggregate market value of the voting stock held by
non-affiliate was $33,266,000
At March 27, 1995, 19,008,888 shares of Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
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EXPLANATORY NOTE
This Report on Form 10-K/A amends and restates in its entirety
the following Item of the Annual Report on Form 10-K of American
Banknote Corporation (formerly named United States Banknote
Corporation) (the "Company") for the fiscal year ended December 31,
1994, as amended:
PART III
Item 14. Exhibits, Financial Statements, Schedules and Reports on
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Form 8-K.
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(a)(1) List of Financial Statements.
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The following consolidated financial statements of American
Banknote Corporation and subsidiaries are included in Item
8:
Consolidated Statements of Operations - Years Ended
December 31, 1994, 1993 and 1992
Consolidated Balance Sheets - December 31, 1994 and 1993
Consolidated Statement of Stockholders' Equity - Three Years
Ended December 31, 1994
Consolidated Statements of Cash Flows - Years Ended
December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
(a)(2) List of Financial Statement Schedules.
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The following schedules of American Banknote Corporation and
subsidiaries are included in Item 14(d): None
All schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange
Commission are not required under the related instructions
or are inapplicable, and therefore have been omitted.
(a)(3) List of Executive Compensation Plans and Arrangements.
-----------------------------------------------------
Second Amended and Restated Employment Agreement dated as of
October 1, 1993, between the Company, American Bank Note
Company and Morris Weissman is hereby incorporated by
reference to Exhibit 10.1 to the Company's Annual Report on
Form 10-K (as amended) for the fiscal year ended December
31, 1993 (the "1933 10-K").
Severance and Consulting Agreement dated as of January 15,
1994 between the Company and Stanley Kreitman is hereby
incorporated by reference to Exhibit 10.2 to the 1993 10-K.
NYFS03...:\15\78515\0015\1980\RPT8305J.020
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Employment Agreement dated April 5, 1994 between the
Company, American Bank Note Company and Ronald K. Glover and
promissory note due December 31, 1998, is hereby
incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1994.
Employment Agreement dated July 24, 1990 between the Company
and John T. Gorman is hereby incorporated by reference to
Exhibit (c)(32) to Amendment No. 3 to the Company's Rule
13E-3 Transaction Statement on Schedule 13E-3 dated July 31,
1990 (the "Schedule
13E-3").
Amendment dated August 31, 1992 to Employment Agreement
dated July 24, 1990, between the Company and John T. Gorman
is hereby incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992 (the "1992 10-K").
Employment Agreement dated July 24, 1990 between the Company
and Robert L. Christophersen is hereby incorporated by
reference to Exhibit (c)(34) to the Schedule 13E-3.
Amendment dated August 31, 1992 to Employment Agreement
dated July 24, 1990, between the Company and Robert L.
Christophersen is hereby incorporated by reference to
Exhibit 10.7 to the 1992 10-K.
Employment Agreement dated as of May 13, 1991 between the
Company and Harvey J. Kesner is hereby incorporated by
reference to Exhibit 10.34 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991 (the
"1991 10-K").
Employment Agreement dated July 24, 1990 between the Company
and Sheldon Cantor is hereby incorporated by reference to
Exhibit (c)(33) to the Schedule 13E-3.
Form of Performance Warrants dated July 25, 1990, issued to
Morris Weissman, Stanley Kreitman, John T. Gorman, Sheldon
Cantor and Robert L. Christophersen is hereby incorporated
by reference to Exhibit (c)(29) to the Company's Rule 13E-3
Transaction Statement on Schedule 13E-3 dated April 18,
1990.
Amended and Restated 1990 Employee Stock Option Plan dated
as of February 19, 1992 is hereby incorporated by reference
to Exhibit 10.37 to the 1991 10-K.
Amendment dated September 23, 1993 to Amended and Restated
1990 Employee Stock Option Plan dated as of February 19,
1992 is hereby incorporated by reference to Exhibit 10.13 to
the 1993 10-K.
1992 Non-Employee Directors Stock Option Plan dated as of
February 19, 1992 is hereby incorporated by reference to
Exhibit 10.38 to the 1991 10-K.
Amendment dated as of June 11, 1992 to the 1992 Non-Employee
Directors Stock Option Plan dated as of February 19, 1992 is
hereby incorporated by reference to Exhibit 10.16 to the
1992 10-K.
Form of severance agreement for designated officers.*
Long-Term Performance Plan for Key Employees.*
Executive Incentive Plan for executive officers, as amended.*
Deferred Stock and Compensation Plan for Non-employee
Directors.*
* Previously filed <PAGE>
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(b) Reports on Form 8-K.
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No reports on Form 8-K have been filed during the last
quarter of the period covered by this Report.
(c)(2) Exhibits.
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2.1 Agreement of Plan of Merger and Certificate of Merger of
United States Banknote Corporation (a New York corporation)
("USBN-NY") and United States Banknote Corporation (a
Delaware corporation) dated as of June 29, 1993 are hereby
incorporated by reference to Exhibits 2.1 and 2.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993 (the "June 30, 1993 10-Q").
2.2 Certificate of Ownership and Merger of USBN-NY into the
Company dated as of July 14, 1994 is hereby incorporated by
reference to Exhibit 3.1 to the Company's Registration of
Successor Issuer on Form 8-B filed September 30, 1993 (the
"Form 8-B").
2.3 Certificate of Merger of USBN-NY into the Company dated as
of July 14, 1994 is hereby incorporated by reference to
Exhibit 3.2 to the Form 8-B.
2.4 Certificate of merger of USBC Acquisition, Inc. with and
into the Company is hereby incorporated by reference to
Exhibit 4(b) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1990.
3.1 Certificate of Incorporation of the Company is hereby
incorporated by reference to Exhibit 3.3 to the Form 8-B.
3.2 Certificate of Designation of the Company authorizing
Preferred Stock as Series A is hereby incorporated by
reference to Exhibit 4 to the Company's Report on Form 8-A
filed April 6, 1994.
3.3 By-Laws of the Company are hereby incorporated by reference
to Exhibit 3.4 to the Form 8-B.
3.4 By-Law amendment adopted by the Board of Directors June 6,
1994 is hereby incorporated by reference to Exhibit 4.3 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 (the "June 30, 1994 10-Q").
4.1 Indenture dated as of May 15, 1992 between the Company and
Chemical Bank, as Trustee, relating to the 10-3/8% Senior
Notes due June 1, 2002 is hereby incorporated by reference
to Exhibit 4.2 to the Company's Current Report on Form 8-K
dated May 26, 1992 (the "May 26, 1992 8-K").
4.2 Pledge Agreement, as amended, dated as of May 26, 1992
between the Company and Chemical Bank, as Trustee, relating
to the Company's 10-3/8% Senior Notes due June 1, 2002 is
hereby incorporated by reference to Exhibit 4.3 to the May
26, 1992 8-K.
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4.3 Loan Agreement among the Company, Citibank, N.A.,
Creditanstalt-Bankverein, The Nippon Credit Bank, Ltd., and
Citibank, N.A., as Agent, dated as of June 23, 1993 is
hereby incorporated by reference to Exhibit 4.1 to the June
30, 1993 10-Q.
4.4 Credit Agreement dated as of May 26, 1992, among American
Bank Note Company and certain banks and Citibank, N.A., as
Agent, is hereby incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1992 (the "June 30, 1992
10-Q").
4.5 First Amendment to Credit Agreement among American Bank Note
Company and Citibank, N.A., as Agent, dated as of June 23,
1993 is hereby incorporated reference to Exhibit 4.2 to the
June 30, 1993 10-Q.
4.6 Technical Change Agreement among American Bank Note Company
and Citibank, N.A., as Agent, dated as of June 23, 1993, is
hereby incorporated by reference to Exhibit 4.3 to the June
30, 1993 10-Q.
4.7 Temporary waiver respecting the extension of ABNH in
Borrowing Base under the existing Credit Agreement dated
September 30, 1993, under a Credit Agreement with the
Company, American Bank Note Company and Citibank, N.A., as
agent dated June 23, 1993 is hereby incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993 (the
"September 30, 1993 10-Q").
4.8 Temporary waiver respecting the Repurchase of Certain
Securities dated September 24, 1993, under a Credit
Agreement with the Company, American Bank Note Company and
Citibank, N.A., as agent dated June 23, 1993 is hereby
incorporated by reference to Exhibit 10.3 to the September
30, 1993 10-Q.
4.9 Guaranty Agreement executed by American Bank Note
Holographics, Inc. in favor of Citibank, N.A., Citibank,
N.A., as agent under a Credit Agreement with the Company,
American Bank Note Company and Citibank, N.A., as agent
dated June 23, 1993 is hereby incorporated by reference to
Exhibit 10.1 to the September 30, 1993 10-Q.
4.10 Temporary waiver respecting a non-recurring restructuring
charge for the third quarter dated September 30, 1993 under
a Credit Agreement with the Company, American Bank Note
Company and Citibank, N.A., as agent dated June 23, 1993, is
hereby incorporated by reference to Exhibit 4.10 to the 1993
10-K.
4.11 Temporary waiver respecting the extension of the temporary
inclusion of receivables and inventory of ABNH in Borrowing
Base dated December 31, 1993, under a Credit Agreement with
the Company, American Bank Note Company and Citibank, N.A.,
as agent dated June 23, 1993, is hereby incorporated by
reference to Exhibit 4.11 to the 1993 10-K.
4.12 Temporary waiver respecting certain ratios and extension of
the temporary inclusion of receivables and inventory of ABNH
in Borrowing Base dated December 31, 1993 under a Credit
Agreement with the Company, American Bank Note Company and
Citibank, N.A., as agent dated June 23, 1993, is hereby
incorporated by reference to Exhibit 4.12 to the 1993 10-K.
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4.13 First Supplemental Indenture to 10-3/8% Senior Notes due
June 1, 2002 between the Company and Chemical Bank, N.A.,
dated as of May 23, 1994, is hereby incorporated by
reference to Exhibit 4.1 to the June 30, 1994 10-Q.
4.14 First Amendment to the Pledge Agreement dated as of May 26,
1992 between the Company and Chemical Bank, N.A., dated as
of May 23, 1994, is hereby incorporated by reference to
Exhibit 4.2 to the June 30, 1994 10-Q.
4.15 Indenture dated as of May 1, 1994 between the Company and
The First National Bank of Boston as Trustee, relating to
the 11-5/8% Senior Notes due August 1, 2002, Series B, of
the Company and Form of Series B Note, is hereby
incorporated by reference to Exhibits 4.1 and 4.3 to the
Company's Registration Statement on Form S-4 dated August 5,
1994.
4.16 Rights Agreement dated as of March 24, 1994 between the
Company and Chemical Bank as Rights Agent (including the
form of Rights Certificate and the form of Certificate of
Designations as Exhibits B and C to the Rights Agreement) is
hereby incorporated by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated March 24, 1994.
4.17 Waiver and Modification, dated as of December 31, 1994,
respecting non-recurring charges for the fourth quarter
ended December 31, 1994 under a Credit Agreement with the
Company, American Bank Note Company and Citibank, N.A., as
agent dated June 23, 1993.*
10.1 Second Amended and Restated Employment Agreement dated as of
October 1, 1993, between the Company, American Bank Note
Company and Morris Weissman is hereby incorporated by
reference to Exhibit 10.1 to the 1993 10-K.
10.2 Severance and Consulting Agreement dated as of January 15,
1994 between the Company and Stanley Kreitman is hereby
incorporated by reference to Exhibit 10.2 to the 1993 10-K.
10.3 Employment Agreement dated April 5, 1994 between the
Company, American Bank Note Company and Ronald K. Glover and
promissory note due December 31, 1998, is hereby
incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1994.
10.4 Employment Agreement dated July 24, 1990 between the Company
and John T. Gorman is hereby incorporated by reference to
Exhibit (c)(32) to the Schedule 13E-3.
10.5 Amendment dated August 31, 1992 to Employment Agreement
dated July 24, 1990, between the Company and John T. Gorman
is hereby incorporated by reference to Exhibit 10.3 to the
1992 10-K.
10.6 Employment Agreement dated July 24, 1990 between the Company
and Robert L. Christophersen is hereby incorporated by
reference to Exhibit (c)(34) to the Schedule 13E-3.
* Previously filed.
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10.7 Amendment dated August 31, 1992 to Employment Agreement
dated July 24, 1990, between the Company and Robert L.
Christophersen is hereby incorporated by reference to
Exhibit 10.7 to the 1992 10-K.
10.8 Employment Agreement dated as of May 13, 1991 between the
Company and Harvey J. Kesner is hereby incorporated by
reference to Exhibit 10.34 to the 1991 10-K.
10.9 Employment Agreement dated July 24, 1990 between the Company
and Sheldon Cantor is hereby incorporated by reference to
Exhibit (c)(33) to the Schedule 13E-3.
10.10 Form of Performance Warrants dated July 25, 1990, issued to
Morris Weissman, Stanley Kreitman, John T. Gorman, Sheldon
Cantor and Robert L. Christophersen is hereby incorporated
by reference to Exhibit (c)(29) to the Company's Rule 13E-3
Transaction Statement on Schedule 13E-3 dated April 18,
1990.
10.11 Amended and Restated 1990 Employee Stock Option Plan dated
as of February 19, 1992 is hereby incorporated by reference
to Exhibit 10.37 to the 1991 10-K.
10.12 Amendment dated September 23, 1993 to Amended and Restated
1990 Employee Stock Option Plan dated as of February 19,
1992, is hereby incorporated by reference to Exhibit 10.13
to the 1993 10-K.
10.13 1992 Non-Employee Directors Stock Option Plan dated as of
February 19, 1992 is hereby incorporated by reference to
Exhibit 10.38 to the 1991 10-K.
10.14 Amendment dated as of June 11, 1992 to the 1992 Non-Employee
Directors Stock Option Plan dated as of February 19, 1992 is
hereby incorporated by reference to Exhibit 10.16 to the
1992 10-K.
10.15 Agreement of Lease, dated as of July 23, 1992, between
Robert Martin Company and American Banknote Holographics,
Inc. is hereby incorporated by reference to Exhibit 10.17 to
the 1992 10-K.
10.16 Lease dated as of January 22, 1993, between CBS Inc. and the
Company is hereby incorporated by reference to Exhibit 10.18
to the 1992 10-K.
10.17 Stock Purchase Agreement dated as of June 7, 1993, between
the Company and Thomas De La Rue AG, relating to the
acquisition of Thomas De La Rue Grafica e Servicos Ltda is
hereby incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K dated June 23, 1993
(the "June 23, 1993 8-K").
10.18 Stock Purchase Agreement dated as of June 7, 1993, by and
among American Bank Note Holographics, Inc., the Company and
Thomas De La Rue, Inc. is hereby incorporated by reference
to Exhibit 10.2 to the June 23, 1993 8-K.
10.19 Stock Purchase Agreement dated as of June 7, 1993, by and
among De La Rue Holographics Limited (Amblehurst Limited),
De La Rue plc and the Company is hereby incorporate by
reference to Exhibit 10.3 to the June 23, 1993 8-K.
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10.20 Non-Exclusive Patent License Agreement between American Bank
Note Holographics, Inc. and De La Rue Holographics Limited
dated June 23, 1993, is hereby incorporated by reference to
Exhibit 10.4 to the June 23, 1993 8-K.
10.21 Supplemental Executive Retirement Plan of the Company
effective as of April 1, 1994, is hereby incorporated by
reference to Exhibit 10.22 to Amendment No. 2 to the
Company's Registration Statement on Form S-4 (File No. 33-
79726) filed July 18, 1994.
10.22 Contract dated September 6, 1994 with United States
Department of Agriculture for production of food coupons is
hereby incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994 (the "September 30, 1994 10-Q").
10.23 Contract Modification dated January 19, 1995 with United
States Department of Agriculture for production of food
coupons.*
10.24 Contract dated September 16, 1994 with United States Postal
Service for the production of commemorative panels is hereby
incorporated by reference to Exhibit 10.2 to the September
30, 1994 10-Q.
10.25 Form of severance agreement for designated officers.*
10.26 Long-Term Performance Plan for Key Employees.*
10.27 Executive Incentive Plan for executive officers, as amended.*
10.28 Deferred Stock and Compensation Plan for Non-employee
Directors.*
11 Computation of per share income (loss).*
21 Subsidiaries of the Registrant.*
23 Independent Auditors' Consent.*
23.1 Independent Auditors' Consent.
* Previously filed.
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNITED STATES BANKNOTE CORPORATION
Registrant
By: /s/ John T. Gorman
----------------------------
John T. Gorman
Executive Vice President and
Chief Financial Officer
Dated: August 30, 1995
<PAGE>
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EXHIBIT INDEX
Exhibit No.
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2.1 Agreement of Plan of Merger and Certificate of Merger of
United States Banknote Corporation (a New York corporation)
("USBN-NY") and United States Banknote Corporation (a
Delaware corporation) dated as of June 29, 1993 are hereby
incorporated by reference to Exhibits 2.1 and 2.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993 (the "June 30, 1993 10-Q").
2.2 Certificate of Ownership and Merger of USBN-NY into the
Company dated as of July 14, 1994 is hereby incorporated by
reference to Exhibit 3.1 to the Company's Registration of
Successor Issuer on Form 8-B filed September 30, 1993 (the
"Form 8-B").
2.3 Certificate of Merger of USBN-NY into the Company dated as
of July 14, 1994 is hereby incorporated by reference to
Exhibit 3.2 to the Form 8-B.
2.4 Certificate of merger of USBC Acquisition, Inc. with and
into the Company is hereby incorporated by reference to
Exhibit 4(b) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1990.
3.1 Certificate of Incorporation of the Company is hereby
incorporated by reference to Exhibit 3.3 to the Form 8-B.
3.2 Certificate of Designation of the Company authorizing
Preferred Stock as Series A is hereby incorporated by
reference to Exhibit 4 to the Company's Report on Form 8-A
filed April 6, 1994.
3.3 By-Laws of the Company are hereby incorporated by reference
to Exhibit 3.4 to the Form 8-B.
3.4 By-Law amendment adopted by the Board of Directors June 6,
1994 is hereby incorporated by reference to Exhibit 4.3 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 (the "June 30, 1994 10-Q").
4.1 Indenture dated as of May 15, 1992 between the Company and
Chemical Bank, as Trustee, relating to the 10-3/8% Senior
Notes due June 1, 2002 is hereby incorporated by reference
to Exhibit 4.2 to the Company's Current Report on Form 8-K
dated May 26, 1992 (the "May 26, 1992 8-K").
4.2 Pledge Agreement, as amended, dated as of May 26, 1992
between the Company and Chemical Bank, as Trustee, relating
to the Company's 10-3/8% Senior Notes due June 1, 2002 is
hereby incorporated by reference to Exhibit 4.3 to the May
26, 1992 8-K.
4.3 Loan Agreement among the Company, Citibank, N.A.,
Creditanstalt-Bankverein, The Nippon Credit Bank, Ltd., and
Citibank, N.A., as Agent, dated as of June 23, 1993 is
hereby incorporated by reference to Exhibit 4.1 to the June
30, 1993 10-Q.
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4.4 Credit Agreement dated as of May 26, 1992, among American
Bank Note Company and certain banks and Citibank, N.A., as
Agent, is hereby incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1992 (the "June 30, 1992
10-Q").
4.5 First Amendment to Credit Agreement among American Bank Note
Company and Citibank, N.A., as Agent, dated as of June 23,
1993 is hereby incorporated reference to Exhibit 4.2 to the
June 30, 1993 10-Q.
4.6 Technical Change Agreement among American Bank Note Company
and Citibank, N.A., as Agent, dated as of June 23, 1993, is
hereby incorporated by reference to Exhibit 4.3 to the June
30, 1993 10-Q.
4.7 Temporary waiver respecting the extension of ABNH in
Borrowing Base under the existing Credit Agreement dated
September 30, 1993, under a Credit Agreement with the
Company, American Bank Note Company and Citibank, N.A., as
agent dated June 23, 1993 is hereby incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993 (the
"September 30, 1993 10-Q").
4.8 Temporary waiver respecting the Repurchase of Certain
Securities dated September 24, 1993, under a Credit
Agreement with the Company, American Bank Note Company and
Citibank, N.A., as agent dated June 23, 1993 is hereby
incorporated by reference to Exhibit 10.3 to the September
30, 1993 10-Q.
4.9 Guaranty Agreement executed by American Bank Note
Holographics, Inc. in favor of Citibank, N.A., Citibank,
N.A., as agent under a Credit Agreement with the Company,
American Bank Note Company and Citibank, N.A., as agent
dated June 23, 1993 is hereby incorporated by reference to
Exhibit 10.1 to the September 30, 1993 10-Q.
4.10 Temporary waiver respecting a non-recurring restructuring
charge for the third quarter dated September 30, 1993 under
a Credit Agreement with the Company, American Bank Note
Company and Citibank, N.A., as agent dated June 23, 1993, is
hereby incorporated by reference to Exhibit 4.10 to the 1993
10-K.
4.11 Temporary waiver respecting the extension of the temporary
inclusion of receivables and inventory of ABNH in Borrowing
Base dated December 31, 1993, under a Credit Agreement with
the Company, American Bank Note Company and Citibank, N.A.,
as agent dated June 23, 1993, is hereby incorporated by
reference to Exhibit 4.11 to the 1993 10-K.
4.12 Temporary waiver respecting certain ratios and extension of
the temporary inclusion of receivables and inventory of ABNH
in Borrowing Base dated December 31, 1993 under a Credit
Agreement with the Company, American Bank Note Company and
Citibank, N.A., as agent dated June 23, 1993, is hereby
incorporated by reference to Exhibit 4.12 to the 1993 10-K.
4.13 First Supplemental Indenture to 10-3/8% Senior Notes due
June 1, 2002 between the Company and Chemical Bank, N.A.,
dated as of May 23, 1994, is hereby incorporated by
reference to Exhibit 4.1 to the June 30, 1994 10-Q.
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<PAGE>
4.14 First Amendment to the Pledge Agreement dated as of May 26,
1992 between the Company and Chemical Bank, N.A., dated as
of May 23, 1994, is hereby incorporated by reference to
Exhibit 4.2 to the June 30, 1994 10-Q.
4.15 Indenture dated as of May 1, 1994 between the Company and
The First National Bank of Boston as Trustee, relating to
the 11-5/8% Senior Notes due August 1, 2002, Series B, of
the Company and Form of Series B Note, is hereby
incorporated by reference to Exhibits 4.1 and 4.3 to the
Company's Registration Statement on Form S-4 dated August 5,
1994.
4.16 Rights Agreement dated as of March 24, 1994 between the
Company and Chemical Bank as Rights Agent (including the
form of Rights Certificate and the form of Certificate of
Designations as Exhibits B and C to the Rights Agreement) is
hereby incorporated by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated March 24, 1994.
4.17 Waiver and Modification, dated as of December 31, 1994,
respecting non-recurring charges for the fourth quarter
ended December 31, 1994 under a Credit Agreement with the
Company, American Bank Note Company and Citibank, N.A., as
agent dated June 23, 1993.*
10.1 Second Amended and Restated Employment Agreement dated as of
October 1, 1993, between the Company, American Bank Note
Company and Morris Weissman is hereby incorporated by
reference to Exhibit 10.1 to the 1993 10-K.
10.2 Severance and Consulting Agreement dated as of January 15,
1994 between the Company and Stanley Kreitman is hereby
incorporated by reference to Exhibit 10.2 to the 1993 10-K.
10.3 Employment Agreement dated April 5, 1994 between the
Company, American Bank Note Company and Ronald K. Glover and
promissory note due December 31, 1998, is hereby
incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1994.
10.4 Employment Agreement dated July 24, 1990 between the Company
and John T. Gorman is hereby incorporated by reference to
Exhibit (c)(32) to the Schedule 13E-3.
10.5 Amendment dated August 31, 1992 to Employment Agreement
dated July 24, 1990, between the Company and John T. Gorman
is hereby incorporated by reference to Exhibit 10.3 to the
1992 10-K.
10.6 Employment Agreement dated July 24, 1990 between the Company
and Robert L. Christophersen is hereby incorporated by
reference to Exhibit (c)(34) to the Schedule 13E-3.
10.7 Amendment dated August 31, 1992 to Employment Agreement
dated July 24, 1990, between the Company and Robert L.
Christophersen is hereby incorporated by reference to
Exhibit 10.7 to the 1992 10-K.
* Previously filed.
<PAGE>
<PAGE>
10.8 Employment Agreement dated as of May 13, 1991 between the
Company and Harvey J. Kesner is hereby incorporated by
reference to Exhibit 10.34 to the 1991 10-K.
10.9 Employment Agreement dated July 24, 1990 between the Company
and Sheldon Cantor is hereby incorporated by reference to
Exhibit (c)(33) to the Schedule 13E-3.
10.10 Form of Performance Warrants dated July 25, 1990, issued to
Morris Weissman, Stanley Kreitman, John T. Gorman, Sheldon
Cantor and Robert L. Christophersen is hereby incorporated
by reference to Exhibit (c)(29) to the Company's Rule 13E-3
Transaction Statement on Schedule 13E-3 dated April 18,
1990.
10.11 Amended and Restated 1990 Employee Stock Option Plan dated
as of February 19, 1992 is hereby incorporated by reference
to Exhibit 10.37 to the 1991 10-K.
10.12 Amendment dated September 23, 1993 to Amended and Restated
1990 Employee Stock Option Plan dated as of February 19,
1992, is hereby incorporated by reference to Exhibit 10.13
to the 1993 10-K.
10.13 1992 Non-Employee Directors Stock Option Plan dated as of
February 19, 1992 is hereby incorporated by reference to
Exhibit 10.38 to the 1991 10-K.
10.14 Amendment dated as of June 11, 1992 to the 1992 Non-Employee
Directors Stock Option Plan dated as of February 19, 1992 is
hereby incorporated by reference to Exhibit 10.16 to the
1992 10-K.
10.15 Agreement of Lease, dated as of July 23, 1992, between
Robert Martin Company and American Banknote Holographics,
Inc. is hereby incorporated by reference to Exhibit 10.17 to
the 1992 10-K.
10.16 Lease dated as of January 22, 1993, between CBS Inc. and the
Company is hereby incorporated by reference to Exhibit 10.18
to the 1992 10-K.
10.17 Stock Purchase Agreement dated as of June 7, 1993, between
the Company and Thomas De La Rue AG, relating to the
acquisition of Thomas De La Rue Grafica e Servicos Ltda is
hereby incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K dated June 23, 1993
(the "June 23, 1993 8-K").
10.18 Stock Purchase Agreement dated as of June 7, 1993, by and
among American Bank Note Holographics, Inc., the Company and
Thomas De La Rue, Inc. is hereby incorporated by reference
to Exhibit 10.2 to the June 23, 1993 8-K.
10.19 Stock Purchase Agreement dated as of June 7, 1993, by and
among De La Rue Holographics Limited (Amblehurst Limited),
De La Rue plc and the Company is hereby incorporate by
reference to Exhibit 10.3 to the June 23, 1993 8-K.
10.20 Non-Exclusive Patent License Agreement between American Bank
Note Holographics, Inc. and De La Rue Holographics Limited
dated June 23, 1993, is hereby incorporated by reference to
Exhibit 10.4 to the June 23, 1993 8-K.
<PAGE>
<PAGE>
10.21 Supplemental Executive Retirement Plan of the Company
effective as of April 1, 1994, is hereby incorporated by
reference to Exhibit 10.22 to Amendment No. 2 to the
Company's Registration Statement on Form S-4 (File No. 33-
79726) filed July 18, 1994.
10.22 Contract dated September 6, 1994 with United States
Department of Agriculture for production of food coupons is
hereby incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994 (the "September 30, 1994 10-Q").
10.23 Contract Modification dated January 19, 1995 with United
States Department of Agriculture for production of food
coupons.*
10.24 Contract dated September 16, 1994 with United States Postal
Service for the production of commemorative panels is hereby
incorporated by reference to Exhibit 10.2 to the September
30, 1994 10-Q.
10.25 Form of severance agreement for designated officers.*
10.26 Long-Term Performance Plan for Key Employees.*
10.27 Executive Incentive Plan for executive officers, as amended.*
10.28 Deferred Stock and Compensation Plan for Non-employee
Directors.*
11 Computation of per share income (loss).*
21 Subsidiaries of the Registrant.*
23 Independent Auditors' Consent.*
23.1 Independent Auditors' Consent.
* Previously filed.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in Registration Statement
No. 33-77970 of American Banknote Corporation (formerly United States
Banknote Corporation) on Form S-3 of our report dated March 1, 1995
appearing in this Annual Report on Form 10-K/A of American Banknote
Corporation (formerly United States Banknote Corporation) for the
year ended December 31, 1994.
DELOITTE & TOUCHE
New York, New York
August 30, 1995
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