<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-K/A
-------------
[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
UNITED STATES BANKNOTE CORPORATION
- ---------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-0460520
- -------------------------------------- ----------------------------------
(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
- ---------------------------------------------------------------------------
(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
- ---------------------------------------------------------------------------
(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: <PAGE>
<PAGE>
EXPLANATORY NOTE
This Report on Form 10-K/A amends and restates in their entirety
the following Items of the Annual Report on Form 10-K of United States
Banknote Corporation (the "Company") for the fiscal year ended
December 31, 1994:
PART III
Item 10. Directors and Executive Officers of the Registrant.
------- --------------------------------------------------
The following table sets forth certain information regarding the
current Directors and executive officers of the Company.
<TABLE>
<CAPTION>
POSITIONS AND OFFICES OFFICE HELD
NAME AGE WITH THE COMPANY SINCE
---- --- ---------------- -------------
<S> <C> <C> <C>
Morris Weissman* . . 53 Chairman of the Board and (1)
Chief Executive Officer
Ron K. Glover* . . . 56 Director, President and Chief April 1994
Operating Officer
Bette B. Anderson . . 66 Director June 1994
C. Gerald Goldsmith . 66 Director July 1990
Ira J. Hechler . . . 76 Director February 1990
David S. Rowe-Beddoe 57 Director July 1990
John T. Gorman* . . . 50 Executive Vice President (1)
and Chief Financial Officer
Robert L. Christophersen* 58 Executive Vice President - (1)
Manufacturing
Harvey J. Kesner* . . 37 Vice President, General June 1991
Counsel and Secretary
Sidney Levy . . . . . 38 Managing Director of February 1994
ABN-Brazil
Paul Amatucci . . . . 48 Executive Vice President, (1)
American Bank Note Company
Josh Cantor . . . . . 35 Executive Vice President, (1)
American Bank Note Company
JoAnne Martinez . . . 45 Vice President, Human Resources March 1995
and Administration
Sheldon Cantor . . . 61 Vice President - Corporate (1)
Services and
Assistant Secretary
Patrick D. Reddy . . 53 Vice President and Assistant (1)
Secretary
Ward A.W. Urban . . . 34 Treasurer August 1993
<FN>
___________________
* "Executive Officer" under the Securities Exchange Act of 1934, as amended.
(1) See below.
</TABLE>
NYFS03...:\15\78515\0015\1980\RPT4145K.550
<PAGE>
<PAGE>
Morris Weissman. Mr. Weissman has served as Chairman of the Board
and Chief Executive Officer of the Company since July 1990 and as a
Director of the Company since February 1990. Mr. Weissman was
Chairman and Chief Executive Officer of USBC from April 1986 to July
1990 and Vice Chairman and Director of USBC's predecessor from 1976 to
1986. Mr. Weissman is a Director of the Convenience and Safety
Corporation and a Trustee of the Jackie Robinson Foundation and the
Business Council for the United Nations.
Ron K. Glover. Mr. Glover has served as a Director and as
President and Chief Operating Officer of the Company since April 1994.
Mr. Glover served as President and Chief Operating Officer of Dun &
Bradstreet Information Services (North America) from 1990 through
1993, and as President of American Express Travelers Cheques Group for
more than five years prior thereto.
Bette B. Anderson. Ms. Anderson has served as a Director of the
Company since June 1994. She has served as President of Kelly,
Anderson & Associates, Inc., financial and corporate consultants,
since 1989. Ms. Anderson was Undersecretary of the Treasury from 1977
to 1981 and held various Washington, D.C. consulting posts from 1981
to 1991. Ms. Anderson is a Director and Chairperson of the
Compensation Committee of Manville Corporation, a Director of ITT
Corporation, a Director of ITT Financial Corporation, a Director and
Chairperson of the Compensation Committee of Riverwood International
Corporation, Chairperson of the U.S. Treasury Historical Association,
a member of the Council for the Miller Foundation, University of
Virginia, and a member of the Advisory Council of the Girl Scouts of
America.
C. Gerald Goldsmith. Mr. Goldsmith is a private investor. He has
served as a Director of the Company since July 1990. He is a Director
of Palm Beach National Bank and Trust, and since June 1993, a Director
of Nine West Group, Inc.
Ira J. Hechler. Mr. Hechler is a private investor. He has served
as a Director of the Company since February 1990. He is a Director of
Leslie Fay Companies, Inc. and Concord Camera Corp.
David S. Rowe-Beddoe. Mr. Rowe-Beddoe has served as a Director of
the Company since July 1990. He has been Chairman of the Board of
Welsh Development Agency since 1993 and Chairman of the Development
Board for Rural Wales since 1994. Mr. Rowe-Beddoe is also a Director
of Cavendish Services Ltd. and Development Securities plc. Mr. Rowe-
Beddoe previously held various senior management positions, including
at Revlon Inc. and De La Rue plc, where he was an Executive Director.
John T. Gorman. Mr. Gorman has served as Executive Vice President
and Chief Financial Officer of the Company since July 1990 and as Vice
President of the Company from February 1990 to July 1990. Mr. Gorman
was Executive Vice President and Chief Financial Officer of USBC from
January 1983 to July 1990 and Senior Vice President of Finance of
USBC's predecessor from 1978 to 1983.
Robert L. Christophersen. Mr. Christophersen has served as
Executive Vice President-Manufacturing of the Company since July 1990
and as Executive Vice President-Manufacturing of USBC from April 1986
to July 1990. Mr. Christophersen was Senior Vice President-
Manufacturing of USBC's predecessor prior to April 1986 and an
employee since 1965.
Harvey J. Kesner, Esq. Mr. Kesner has served as Senior Vice
President, General Counsel and Secretary of the Company since June
1994 and as Vice President, General Counsel and Secretary of the
Company from June 1991 to June 1994. Mr. Kesner was an attorney with
the New York office of the law firm Stroock & Stroock & Lavan from
June 1987 to June 1991 and with the Washington, D.C. office of Akin,
Gump, Strauss, Hauer & Feld prior thereto.
<PAGE>
<PAGE>
Sidney Levy. Mr. Levy has served as Managing Director of ABN-
Brazil since February 1994. Prior to joining ABN-Brazil, Mr. Levy was
employed as Managing Director of De La Rue Lerchundi in Spain since
1991 and prior to that was employed by Thomas De La Rue Grafica e
Servicos Ltda. in Brazil, serving in various management capacities.
Paul Amatucci. Mr. Amatucci has served as Executive Vice President
of ABN since September 1994. Prior to that, Mr. Amatucci was Vice
President - Sales of ABN for more than five years prior thereto.
Josh Cantor. Mr. Cantor has served as Executive Vice President of
ABN since September 1994. Prior to that, Mr. Cantor was Vice
President - Sales of ABN for more than five years prior thereto.
JoAnne Martinez. Ms. Martinez has served as Vice President - Human
Resources and Administration since March 1995. Ms. Martinez was
employed as Vice President, Corporate Benefits of Automatic Data
Processing, a data processing organization, from 1992 to 1994 and as
Vice President, Administration of AmBase Corporation, a financial
services holding company, from 1991 to 1992. Prior to that, Ms.
Martinez was an Assistant Vice President of AmBase Corporation for
more than five years prior thereto.
Sheldon Cantor. Mr. Cantor has served as Vice President-Corporate
Services of the Company since August 1993 and as Assistant Secretary
of the Company since July 1990. Mr. Cantor was Treasurer of the
Company from July 1990 to August 1993, and Vice President and
Assistant Secretary from February 1990. Mr. Cantor was Treasurer of
USBC and its predecessor from January 1983 to July 1990.
Patrick D. Reddy. Mr. Reddy has served as Vice President and
Assistant Secretary of the Company since July 1990 and as Vice
President, Treasurer and Secretary from February 1990 to July 1990.
Mr. Reddy had been a continuous employee of IBK since 1969 and has
held many positions during that period, including Comptroller,
Secretary, Treasurer and Vice President.
Ward A.W. Urban. Mr. Urban has served as Treasurer of the Company
since August 1993. Prior to joining the Company, Mr. Urban was
employed as an Assistant Vice President in the leveraged finance
department of Citibank, N.A. since August 1988.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 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
Securities Exchange Act of 1934.
Based solely on a 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>
Item 11. Executive Compensation.
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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
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.
<PAGE>
<PAGE>
(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 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.
<PAGE>
<PAGE>
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 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 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
<PAGE>
<PAGE>
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
-----------------
POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF
OPTIONS STOCK PRICE APPRECIATION
GRANTED TO EXERCISE FOR OPTION TERM(2)
OPTIONS EMPLOYEES PRICE EXPIRATION ------------------
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 profitsharing plan resulting from
employer contributions. The retirement income shall be paid at normal
or deferred retirement date for life only with the appropriate
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. All
participants will receive credit for past service to the Company or
any of its wholly-owned subsidiaries. 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
<PAGE>
<PAGE>
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
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<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>
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
<PAGE>
<PAGE>
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 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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The following table presents certain information regarding
the beneficial ownership of the Common Stock as of April 17, 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> <C> <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) 1.2%
David S. Rowe-Beddoe Common Stock 15,000(2) *
Morris Weissman Common Stock 1,761,287(2)(3)(4)(5) 8.9%
All Directors and executive Common Stock 2,633,651(2)(3)(4)(5) 13.0%
officers as a group
(9 persons)
Mr. Peter Cohn(6) Common Stock 1,474,431 7.8%
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 17, 1995 in the amount of 0, 91,669,
15,000, 13,334, 15,000, 604,167 and 962,919 for Ms.
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<PAGE>
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 17, 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.
(6) Based on a Schedule 13D Statement dated December 15, 1994 as filed with
the Securities and Exchange Commission.
* Less than 1%.
</TABLE>
Item 13. Certain Relationships and Related Transactions.
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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
approximately $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>
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: May 1, 1995
