<PAGE>
As filed with the Securities and Exchange Commission
on January 18, 1996
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
PRE-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-------------------
AMERICAN BANKNOTE CORPORATION
(Formerly, UNITED STATES BANKNOTE CORPORATION)
(Exact name of registrant as specified in its charter)
DELAWARE 13-0460520
(State or other jurisdiction (IRS Employer Ident. No.)
of incorporation or organization)
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
HARVEY J. KESNER, ESQUIRE
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMERICAN BANKNOTE CORPORATION
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
ROBERT B. MURPHY, ESQUIRE
SONNENSCHEIN NATH & ROSENTHAL
1301 K STREET, N.W., SUITE 600 EAST TOWER
WASHINGTON, D.C. 20005
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time after the effective date of this
Registration Statement as determined by the Selling Shareholders
on the basis of market conditions and other factors.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. . . . . . . . . . . . .[ ]
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. . . . . . . . . . . . . . . . [X]
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. . . . .[ ]_________
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering . . . . . . . . . . . . . . . . . . . . . . [ ]_________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. . . . . [ ]
<TABLE>
Calculation of Registration Fee
<CAPTION>
Title of each Amount to be Proposed Maximum
class of Registered Aggregate Offering
securities Price Per Share(1)
being registered
<S> <C> <C>
Common Stock 386,617 $1.31
($0.01 par value),
with associated
Preferred Stock
Purchase Rights
<CAPTION>
Proposed Maximum Amount of Registration
Aggregate Fee(1)
Offering Price(1)
<C> <C>
$506,468 $174.64(2)
___________________________
<FN>
(1) Estimated in accordance with Rule 457(c) solely for the
purpose of calculating the registration fee, based upon the
average of the high and low sales prices of such Common
Stock as reported on the New York Stock Exchange on January
9, 1996.
(2) Previously Paid.
</FN>
</TABLE>
________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.
=================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
2.1 Agreement and 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 incorporated herein 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 Form 10-Q").
2.2 Certificate of Ownership and Merger of USBN-NY into the
Company dated as of July 14, 1993 is incorporated
herein 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, 1993 is incorporated herein 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 incorporated herein by
reference to Exhibit 4(b) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1990.
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 incorporated herein by
reference to Exhibit 4.2 to the Company's Current
Report on Form 8-K dated May 26, 1992 (the "May 26,
1992 Form 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 incorporated herein by reference to Exhibit
4.3 to the May 26, 1992 Form 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 incorporated herein by reference to Exhibit 4.1 to
the June 30, 1993 Form 10-Q.
4.4 First Amendment to Credit Agreement among American Bank
Note Company and Citibank, N.A., as Agent, dated as of
June 23, 1993 is incorporated herein by reference to
Exhibit 4.2 to the June 30, 1993 Form 10-Q.
4.5 Technical Change Agreement among Company, American
Bank Note Company and Citibank, N.A., as Agent, dated
as of June 23, 1993, is incorporated herein by
reference to Exhibit 4.3 to the June 30, 1993 Form
10-Q.
4.6 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 incorporated
herein 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 Form
10-Q").
4.7 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
incorporated herein by reference to Exhibit 10.3 to the
September 30, 1993 Form 10-Q.
4.8 Guaranty Agreement executed by American Bank Note
Holographics, Inc. in favor of 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 incorporated herein by
reference to Exhibit 10.1 to the September 30, 1993
Form 10-Q.
4.9 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 incorporated herein
by reference to Exhibit 4.10 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1993 (the "1993 Form 10-K").
4.10 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 incorporated herein by reference to Exhibit
4.11 to the 1993 Form 10-K.
4.11 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 incorporated herein by
reference to Exhibit 4.12 to the 1993 Form 10-K.
4.12 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 incorporated herein
by reference to Exhibit 4.1 to the June 30, 1994 Form
10-Q.
4.13 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 incorporated herein by
reference to Exhibit 4.2 to the June 30, 1994 Form
10-Q.
4.14 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 incorporated herein by reference to Exhibits
4.1 and 4.3 to the Company's Registration Statement on
Form S-4 dated August 5, 1994.
4.15 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 incorporated herein by reference
to Exhibit 1 to the Company's Current Report on Form
8-K dated March 24, 1994.
4.16 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 is incorporated
herein by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994.
4.17* Commitment Letter, dated as of September 20, 1995,
concerning a revolving credit agreement among Chemical
Bank, N.A. and American Banknote Company and American
Banknote Holographics, Inc.
4.18* Revised Commitment Letter dated as of December 15,
1995, concerning a revolving credit agreement among
Chemical Bank, N.A. and American Banknote Company and
American Banknote Holographics, Inc.
5* Opinion of Harvey J. Kesner.
8 Not Applicable.
12 Not Applicable.
15 Not applicable.
23.1** Consent of Deloitte & Touche LLP
23.2* Consent of Harvey J. Kesner (included in Exhibit 5).
24* Powers of Attorney (included on signature page).
25 Not Applicable.
26 Not Applicable.
27 Not Applicable.
28 Not applicable.
_________________________
* Previously filed.
** Filed herewith.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York on this 18th day of January, 1996.
AMERICAN BANKNOTE CORPORATION
By: /s/ HARVEY J. KESNER
Senior Vice President, General
Counsel and Secretary
<PAGE>
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by or on behalf of
the following persons in the capacities and on the date below
indicated.
Each person, in so signing, also makes, constitutes and
appoints Morris Weissman, Chairman of the Board of Directors and
Chief Executive Officer of American Banknote Corporation and John
T. Gorman, Executive Vice President, Chief Financial Officer and
Chief Accounting Officer of American Banknote Corporation, and
each of them, his true and lawful attorney-in-fact, in his name,
place and stead, to execute and cause to be filed with the
Commission any or all amendments to this registration statement.
Signature Date Capacity
/s/ MORRIS WEISSMAN January 18, 1996 Chairman of the
Board of Directors
and Chief Executive
Officer
(principal executive officer)
/s/ JOHN T. GORMAN* January 18, 1996 Executive Vice
President and Chief
Financial Officer
(principal financial and accounting officer)
DAVID S. ROWE-BEDDOE* January 18, 1996 Director
C. GERALD GOLDSMITH* January 18, 1996 Director
IRA J. HECHLER* January 18, 1996 Director
BETTE B. ANDERSON* January 18, 1996 Director
DR. OSCAR S. ARIAS* January 18, 1996 Director
* By: /s/ MORRIS WEISSMAN
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name Page
2.1 Agreement and 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 corpora-
tion) dated as of June 29, 1993, are incorporated
herein 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
Form 10-Q")
2.2 Certificate of Ownership and Merger of USBN-NY
into the Company dated as of July 14, 1993 is
incorporated herein 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, 1993 is incorporated herein
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 incorporated herein
by reference to Exhibit 4(b) to the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1990.
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
incorporated herein by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K dated May
26, 1992 (the "May 26, 1992 Form 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 incorporated herein by
reference to Exhibit 4.3 to the May 26, 1992 Form
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 incorporated herein by reference
to Exhibit 4.1 to the June 30, 1993 Form 10-Q.
4.4 First Amendment to Credit Agreement among American
Bank Note Company and Citibank, N.A., as Agent,
dated as of June 23, 1993 is incorporated herein
by reference to Exhibit 4.2 to the June 30, 1993
Form 10-Q.
4.5 Technical Change Agreement among Company, Ameri-
can Bank Note Company and Citibank, N.A., as
Agent, dated as of June 23, 1993, is incorporated
herein by reference to Exhibit 4.3 to the June 30,
1993 Form 10-Q.
4.6 Temporary waiver respecting the extension of ABNH
in Borrowing Base under the existing Credit Agree-
ment 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 incorporated herein 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 Form 10-Q").
4.7 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 incorporated herein by reference
to Exhibit 10.3 to the September 30, 1993 Form 10-
Q.
4.8 Guaranty Agreement executed by American Bank Note
Holographics, Inc. in favor of 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 incorporated herein
by reference to Exhibit 10.1 to the September 30,
1993 Form 10-Q.
4.9 Temporary waiver respecting a non-recurring re-
structuring 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
incorporated herein by reference to Exhibit 4.10
to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (the "1993 Form
10-K").
4.10 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, Ameri-
can Bank Note Company and Citibank, N.A., as
Agent, dated June 23, 1993, is incorporated herein
by reference to Exhibit 4.11 to the 1993 Form 10-
K.
4.11 Temporary waiver respecting certain ratios and
extension of the temporary inclusion of receiv-
ables 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
incorporated herein by reference to Exhibit 4.12
to the 1993 Form 10-K.
4.12 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
incorporated herein by reference to Exhibit 4.1 to
the June 30, 1994 Form 10-Q.
4.13 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 incorpo-
rated herein by reference to Exhibit 4.2 to the
June 30, 1994 Form 10-Q.
4.14 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 incorporated herein by refer-
ence to Exhibits 4.1 and 4.3 to the Company's
Registration Statement on Form S-4 dated August 5,
1994.
4.15 Rights Agreement dated as of March 24, 1994 be-
tween 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
incorporated herein by reference to Exhibit 1 to
the Company's Current Report on Form 8-K dated
March 24, 1994.
4.16 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 is incorporated herein by reference
to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.
4.17* Commitment Letter, dated as of September 20, 1995,
concerning a revolving credit agreement among
Chemical Bank, N.A. and American Banknote Company
and American Banknote Holographics, Inc.
4.18* Revised Commitment Letter dated as of December 15,
1995, concerning a revolving credit agreement
among Chemical Bank, N.A. and American Banknote
Company and American Banknote Holographics, Inc.
5* Opinion of Harvey J. Kesner.
8 Not Applicable.
12 Not Applicable.
15 Not applicable.
23.1** Consent of Deloitte & Touche LLP
23.2* Consent of Harvey J. Kesner (included in Exhibit 5).
24* Powers of Attorney (included on signature page).
25 Not Applicable.
26 Not Applicable.
27 Not Applicable.
28 Not applicable.
_________________________
* Previously filed.
** Filed herewith.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of American Banknote Corporation (formerly United
States Banknote Corporation) on Form S-3 of our report dated
March 1, 1995, appearing in the Annual Report on Form 10-K of
American Banknote Corporation for the year ended December 31,
1994.
/s/ Deloitte & Touche LLP
New York, New York
January 16, 1996.
