<PAGE>
As filed with the Securities and Exchange Commission
on January 16, 1996
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
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 $174.64
___________________________
<FN>
(1) Estimated in accordance with Rule 457(c) solely for the
purpose of calculating the registration fee, based upon the
average of the high and low sales prices of such Common
Stock as reported on the New York Stock Exchange on January
9, 1996.
</FN>
</TABLE>
________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.
=================================================================
<PAGE>
P R O S P E C T U S
386,617 Shares
American Banknote Corporation
Common Stock ($.01 par value)
_________________
This Prospectus relates to an aggregate of up to 386,617
shares (the "Shares") of the common stock, $.01 par value per
share (the "Common Stock"), of American Banknote Corporation (the
"Company") which may be offered for sale from time to time for
the account of the selling shareholder named herein (the "Selling
Shareholder"). The Shares were issued in a private placement to
the Selling Shareholder in connection with the Company's
acquisition of an equity interest in Orda Card Hi-Tech Industries
(1995) Ltd. See "THE ACQUISITION."
The Selling Shareholder and any brokers executing selling
orders on behalf of the Selling Shareholder may be deemed to be
"underwriters" as defined by the Securities Act of 1933, as
amended (the "Securities Act"), in which event commissions
received by such brokers may be deemed to be underwriting
commissions under the Securities Act. See "PLAN OF
DISTRIBUTION." The Company will receive none of the proceeds of
this offering.
There is no assurance that the Selling Shareholder will
sell any or all of the Shares. The Common Stock is listed for
trading on the New York Stock Exchange (the "NYSE") under the
symbol "ABN". On January 9, 1996, the closing price of the
Common Stock was $1.25 per share on that Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or
make any representations, other than as contained herein, and if
given or made, such information or representations must not be
relied upon as having been authorized. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to
purchase, securities in any state or jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such
state or jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create
any implication that there has been no change in the affairs of
the Company since the date hereof.
One or more supplements to this Prospectus may be filed
pursuant to Rule 424, or otherwise, under the Securities Act to
describe material arrangements for sale of the Shares, if any,
when such arrangements are entered into by the Selling
Shareholder.
The date of this Prospectus is January ___, 1996.
<PAGE>
TABLE OF CONTENTS
Available Information . . . . . . . . . . . . . . . . . . . . .
Documents Incorporated by Reference. . . . . . . . . . . . . . .
The Company . . . . . . . . . . . . . . . . . . . . . . . . . .
The Acquisition . . . . . . . . . . . . . . . . . . . . . . . .
Selling Shareholder . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . .
Indemnification . . . . . . . . . . . . . . . . . . . . . . . .
Other Information. . . . . . . . . . . . . . . . . . . . . . . .
AVAILABLE INFORMATION
The Company files periodic reports and other information
with the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Reports, proxy statements and
other information concerning the Company may be inspected and
copies may be obtained at the Commission's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates, as well as at the following regional
offices: New York Regional Office, 7 World Trade Center, New
York, New York 10048; and Chicago Regional Office, Northwest
Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60611. Copies of such reports, proxy statements and
other information concerning the Company may also be inspected at
the NYSE's office at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 (of which this Prospectus is a part) under
the Securities Act with respect to the securities offered hereby
(the "Registration Statement"). This Prospectus does not include
all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules
and regulations of the Commission. For additional information,
reference is made to the Registration Statement, including the
exhibits filed therewith. Such information may be inspected, and
copies thereof may be obtained, at the places and in the manner
set forth above.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Company filed with the
Commission are incorporated by reference in this Prospectus:
A. The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, including
amendments thereto filed with the Commission on May 1,
1995 and August 30, 1995.
B. All other reports filed by the Company pursuant to
Section 13(a) of the Exchange Act since the end of the
fiscal year covered by the annual report referenced in
(a) above; and
C. The description of the Common Stock contained in the
Company's Registration Statement on Form 8-B filed with
the Commission on September 30, 1993 under the Exchange
Act, including any amendments or reports filed for the
purpose of updating such description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed
to be incorporated in this Prospectus by reference shall be
deemed to be modified or superseded for the purpose of this
Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also
is or is deemed to be incorporated in this Prospectus by
reference modifies or replaces such statement.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
has been delivered, on the written or oral request of such
person, a copy of any and all of the information that has been or
may be incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by
reference into the information that this Prospectus
incorporates). Written requests for such copies should be
directed to the Secretary, American Banknote Corporation, 51 West
52nd Street, New York, New York 10019. The Company's telephone
number is (212) 582-9200.
<PAGE>
THE COMPANY
The Company is a holding company which, through its
wholly-owned subsidiary, American Bank Note Company ("ABN"), and
through its majority ownership in American Bank Note Company
Grafica e Servicos Ltda. ("ABN-Brazil"), is the largest private
sector security printer in both North America and Brazil. The
Company believes that it is one of the four largest private
sector security printers in the world. ABN and ABN-Brazil
design, engrave and produce counterfeit-resistant documents of
value, the printing of which constitutes a specialized niche on
the printing industry. American Bank Note Holographics, Inc.
("ABNH"), a wholly-owned subsidiary of the Company, is the
world's largest producer of holograms for security applications.
ABN's products include U.S. Department of Agriculture
food coupons, official checks for the U.S. Department of the
Treasury, stock and bond certificates, travelers cheques, foreign
currency and commercial documents of value such as gift
certificates and bank checks. The Company believes that it
produces a majority of all publicly traded stock and bond
certificates utilized in the United States.
ABN-Brazil, based in Rio de Janeiro and Sao Paulo, is a
leading private sector check printer in Brazil, as well as a
leading financial payment card and pre-paid telephone card
manufacturer. ABN-Brazil produces a wide variety of lithographic
and intaglio documents for governmental and commercial customers
in Brazil and neighboring countries, including motor vehicle
registration forms, luncheon vouchers and drivers licenses. As
of July 1, 1995, ABN-Brazil acquired the printing business and
operations of Grafica Bradesco Ltd. ("Grafica Bradesco") from
Banco Bradesco S.A. in exchange for a 22.5% interest in ABN-
Brazil. Grafica Bradesco's business includes check printing,
check personalization, continuous forms, deposit slips, financial
cards and insurance policies.
ABNH develops, produces and markets holograms used in a
variety of anti-counterfeiting and commercial applications. A
hologram is a laser generated, three-dimensional record of an
object on a flat, two-dimensional surface. The advanced
technologies used in the production of holograms make it very
difficult for counterfeiters to produce or copy holograms. ABNH
is the principal producer of holograms for credit cards around
the world, as well as a producer of holograms for a variety of
other security and commercial applications.
Unless the context otherwise indicates, references herein to
the Company are to American Banknote Corporation and its
subsidiaries. The principal executive offices of the Company are
located at 51 West 52nd Street, New York, New York 10019, and its
telephone number is (212) 582-9200.
THE ACQUISITION
Pursuant to a Stock Purchase Agreement dated January 7, 1996
(the "Agreement"), the Company acquired a 25% equity interest in
Orda Card Hi-Tech Industries (1995) Ltd., a corporation organized
under the laws of the State of Israel ("Orda Card"), for cash and
the Shares. Orda Card operates a financial and identification
card manufacturing business in Israel. The Registration
Statement of which this Prospectus forms a part was filed with
the Commission pursuant to the registration provisions of the
Agreement.
SELLING SHAREHOLDER
The following table sets forth as of the date of this
Prospectus, certain information with regard to the beneficial
ownership of the Common Stock by the Selling Shareholder.
<TABLE>
<CAPTION>
Common Stock Beneficially Shares to
Name and Position Owned Prior to Offering be Sold
<S> <C> <C>
Orda Card Hi-Tech
Industries (1995) Ltd. 386,617 386,617
<CAPTION>
Common Stock Beneficially Common Stock Beneficially
Owned After the Offering - Owned After the Offering -
Number of Shares Percent of Outstanding
<C> <C>
0 0%
</TABLE>
PLAN OF DISTRIBUTION
Any or all of the Shares may be sold from time to time by
the Selling Shareholder. Sales of the Shares may also be made
pursuant to Rule 144 under the Securities Act, where applicable.
Sales may be made on the NYSE at prices and at terms then
prevailing or at prices related to the then current market price
or in negotiated transactions.
In effecting sales of the Shares, broker-dealers engaged by
the Selling Shareholder may arrange for the participation of
other broker-dealers. Broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions
from the Selling Shareholder in amounts to be negotiated
immediately prior to the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such
sales, and any commissions received by them and any profit on the
resale of Shares positioned by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
A supplement to this Prospectus will be filed, if required,
pursuant to Rule 424 under the Securities Act, disclosing (a) the
name of the participating broker-dealer(s); (b) the number of
Shares involved; (c) the price at which such Shares were sold;
(d) the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable; and (e) other facts
material to the transaction.
There is no assurance that the Selling Shareholder will sell
any or all of the Shares offered hereby.
The Company will pay all expenses incident to the offering
and sale of the Shares to the public other than commissions and
discounts of underwriters, dealers or agents.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law (the
"DGCL") provides for indemnification of directors and officers.
If a director or officer is successful on the merits or otherwise
in a legal proceeding, he must be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by
him in connection therewith. Further, indemnification is
permitted in both third-party and certain derivative suits if
such director or officer acted in good faith and for a purpose he
reasonably believed was in the best interests of the Company, and
if, in the case of a criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. Indemnification under
this provision applies to judgments, fines, amounts paid in
settlement and reasonable expenses, in the case of third party
actions, and amounts paid in settlement and reasonable expenses,
in the case of derivative actions. In a derivative action,
however, a director or officer may not be indemnified for any
claim, issue or matters as to which such person shall have been
adjudged to be liable to the Company unless and to the extent
that a court determines that the person is fairly and reasonably
entitled to indemnity. Under Delaware law, expenses may be
advanced upon receipt of an undertaking by or on behalf of the
director or officer to repay the amounts in the event the
recipient is ultimately found not to be entitled to
indemnification.
The Company's Certificate of Incorporation provides that, to
the fullest extent that the DGCL permits the limitation or
elimination of the liability of directors, no director of the
Company shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duties
as a director. In addition, the Certificate of Incorporation
provides that the Company shall advance expenses to the fullest
extent permitted by the DGCL. The Company maintains directors'
and officers' liability insurance to cover its directors and
officers against certain liabilities they may incur when acting
in their capacity as directors or officers.
Article VI of the Company's By-laws provides that any person
made a party to any action, suit or proceeding by reason of the
fact that he is or was a director or officer of the Company,
shall be indemnified by the Company against the expenses,
including attorney's fees, actually and reasonably incurred by
him in connection with such action, or in connection with any
appeal therein, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action, had no
reasonable cause to believe such conduct was unlawful. Such
right of indemnification shall not be deemed exclusive of any
other rights to which such director or officer may be entitled
under any statute, By-Law, agreement, vote of shareholders or
otherwise.
The Agreement provides that the Company will indemnify a
Selling Shareholder against certain liabilities, including
liabilities under the Securities Act, and provides for the
indemnification of the Company by a Selling Shareholder for
certain liabilities, including liabilities under the Securities
Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the DGCL, the
Company's By-laws or otherwise, the Company has been informed
that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
OTHER INFORMATION
On October 31, 1995, the term of the Company's Credit
Agreement (the "Credit Agreement") with Citibank, N.A. dated as
of June 23, 1993 expired. Pursuant to the terms of a Commitment
Letter (the "Commitment") dated as of September 20, 1995, as
amended December 15, 1995, the Company is negotiating the terms
of a new revolving credit facility for American Bank Note Company
and American Banknote Holographics, Inc. with Chemical Bank, N.A.
Under the Commitment, Chemical Bank has agreed, subject to
satisfaction of various conditions and negotiation of documents
satisfactory to the borrowers and lender, to extend up to $20
million, from time to time, to the borrowers secured by inventory
and receivables, through December, 1998. The Commitment, as
revised, expires January 26, 1996.
As of January 11, 1996, the Company had approximately $3.8
million in letter of credit obligations outstanding under the
expired Credit Agreement which Citibank has agreed may remain
outstanding until satisfied or released and no outstanding
borrowings remain thereunder.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses payable by the Company in connection with the
issuance and distribution of the Shares are set forth below. All
amounts shown are estimates, except for the registration fee.
SEC Registration Fee . . . . . . . . . . . . . . . . .$ 175.00
Accounting Fees and Expenses . . . . . . . . . . . . . .1,000.00
Legal Fees and Expenses. . . . . . . . . . . . . . . . .3,500.00
None of the expenses incurred in connection with this
Registration Statement will be borne by the Selling Shareholder,
except for the legal expenses of any independent counsel employed
by such Selling Shareholder.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides
for indemnification of directors and officers. If a director or
officer is successful on the merits or otherwise in a legal
proceeding, he must be indemnified against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection therewith. Further, indemnification is permitted in
both third-party and certain derivative suits if such director or
officer acted in good faith and for a purpose he reasonably
believed was in the best interests of the Company, and if, in the
case of a criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. Indemnification under this
provision applies to judgments, fines, amounts paid in settlement
and reasonable expenses, in the case of third party actions, and
amounts paid in settlement and reasonable expenses, in the case
of derivative actions. In a derivative action, however, a
director or officer may not be indemnified for any claim, issue
or matters as to which such person shall have been adjudged to be
liable to the Company unless and to the extent that a court
determines that the person is fairly and reasonably entitled to
indemnity. Under Delaware law, expenses may be advanced upon
receipt of an undertaking by or on behalf of the director or
officer to repay the amounts in the event the recipient is
ultimately found not to be entitled to indemnification.
The Company's Certificate of Incorporation provides that, to
the fullest extent that the DGCL permits the limitation or
elimination of the liability of directors, no director of the
Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duties
as a director. In addition, the Certificate of Incorporation
provides that the Company shall advance expenses to the fullest
extent permitted by the DGCL. The Company maintains directors'
and officers' liability insurance to cover its directors and
officers against certain liabilities they may incur when acting
in their capacity as directors or officers.
Article VI of the Company's By-laws provides that any person
made a party to any action, suit or proceeding by reason of the
fact that he is or was a director or officer of the Company,
shall be indemnified by the Company against the expenses,
including attorney's fees, actually and reasonably incurred by
him in connection with such action, or in connection with any
appeal therein, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action, had no
reasonable cause to believe such conduct was unlawful. Such
right of indemnification shall not be deemed exclusive of any
other rights to which such director or officer may be entitled
under any statute, By-Law, agreement, vote of shareholders or
otherwise.
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.
_________________________
* Filed herewith.
** To be filed by amendment.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
i. To include any prospectus required by Section
10(a)(3) of the Securities Act;
ii. To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
iii. To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to
Sections 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes, that, for
purposes of determining any liability under the
Securities Act, each filing of the Company's annual
report pursuant to Sections 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be
deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the
Company has been advised that, in the opinion of the
Commission such indemnification is against public
policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or
paid by director, officer or controlling person of the
Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities
being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification
by it is against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
<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 15th 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 15, 1996 Chairman of the
Board of Directors
and Chief Executive
Officer
(principal executive officer)
/s/ JOHN T. GORMAN January 15, 1996 Executive Vice
President and Chief
Financial Officer
(principal financial and accounting officer)
/s/ DAVID S. ROWE-BEDDOE January 15, 1996 Director
/s/ C. GERALD GOLDSMITH January 15, 1996 Director
/s/ IRA J. HECHLER January 15, 1996 Director
/s/ BETTE B. ANDERSON January 15, 1996 Director
/s/ DR. OSCAR S. ARIAS January 15, 1996 Director
<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.
_________________________
* Filed herewith.
** To be filed by amendment.
<PAGE>
EXHIBIT 4.17
CHEMICAL
Chemical Bank Robert J. Arth
633 Third Avenue Vice President
New York, N.Y. 10017-6764 Asset Based Region
212/622-5273
Fax 212/622-5271
Mr. Harvey Kesner November 15, 1995
Senior Vice President and General Counsel
American Banknote Corporation
51 West 52nd Street
New York, N.Y. 10019
Re: Commitment Extension
Dear Mr. Kesner:
We refer to the Letter dated September 20, 1995 (together with
the Outline of Terms attached thereto, collectively, the
"Commitment Letter"; terms used and not otherwise defined herein
shall be used as defined in the Commitment Letter), by Chemical
Bank (the "Bank") to American Banknote Corporation and accepted
by American Banknote Company and American Bank Note Holographics,
Inc. (collectively, the "Company").
As you are aware, the Bank has been presented recently with new
information of a nature which may be material regarding the
Company and its plans. The Company acknowledges that this new
information may be material and that it could have a material
affect on the financial performance of the Company in a manner
not previously contemplated by either the Bank or the Company.
The Company also acknowledges that the documentation negotiated
to date under the Commitment Letter (including, without
limitation, draft financial covenants contained in the proposed
Credit Agreement), did not take this new information into
account.
The Company has now requested that the Bank extend its commitment
under the Commitment Letter until December 15, 1995 and the Bank
is willing to do so subject to the following: the commitment of
the Bank under the Commitment Letter to extend financing to the
Company shall be subject to: (a) the delivery by the Company to
the Bank promptly but in any event no later than December 8,
1995, of a business plan (the "Business Plan") which shall be
satisfactory in all respects to the Bank, and which shall include
detailed financial information (including, without limitation,
projected capital expenditures) and such other information as the
Bank shall request and (b) the satisfaction by the Company by not
later than December 15, 1995 of the other terms and conditions
set forth in Commitment Letter as such terms and conditions may
be modified by the Bank in its sole discretion based upon the
information presented in the Business Plan. The Commitment
Letter shall expire in any event on December 15, 1995. Except as
specifically set forth herein, the Commitment Letter, and all the
terms and provisions thereof, shall remain in full force and
effect.
If the above correctly sets forth your understanding of the terms
of the extension of the Commitment Letter, please indicate your
acceptance by signing in space provided below and returning the
original to us by not later than 5:00 PM today. In consideration
of the agreement of the Bank to extend the Commitment Letter,
please (x) include with your original hereof a check in the
amount of $100,000.00 which shall constitute a portion of the
Structuring Fee (with the balance due and payable a set forth in
the Outline of Terms) and (y) wire the sum of $94,071.49 to the
account of Kaye, Scholer, Fierman, Hays & Handler at Chemical
Bank as payment of the legal fees, costs and expenses of the Bank
incurred through November 9, 1995. With respect to the
Structuring Fee payment referred to in (x) above only, Chemical
Bank if the transaction shall fail to close solely because the
Business Plan is not satisfactory to Chemical Bank, will, after
considering the resources expended by it in connection with the
financing contemplated by the Commitment Letter, including
without limitation, reviewing the Business Plan, discuss with the
Company a refund (based solely on Chemical Bank's assessment of
such resources expended) of a portion of the Structuring Fee
referred to in (x) above. Please be advised that we anticipate
there shall be additional fees, costs and expenses of Kaye,
Scholer incurred in closing the transaction and that you shall be
responsible for payment thereof in accordance with the Commitment
Letter.
Very Truly Yours,
CHEMICAL BANK
/s/
Robert J. Arth
Vice President
Accepted this 15th day of November, 1995:
American Bank Note Company
By: /s/ Harvey J. Kesner
Name: Harvey J. Kesner
Title: Sr. Vice President
American Bank Note Holographics, Inc.
By: /s/ Harvey J. Kesner
Name: Harvey J. Kesner
Title: Sr. Vice President
American Banknote Corporation
By: /s/ Harvey J. Kesner
Name: Harvey J. Kesner
Title: Sr. Vice President
<PAGE>
EXHIBIT 4.18
CHEMICAL
Chemical Bank Robert J. Arth
633 Third Avenue Vice President
New York, N.Y. 10017-6764 Asset Based Region
212/622-5273
Fax 212/622-5271
Mr. Ward Urban December 15, 1995
Vice President and Treasurer
American Banknote Corporation
51 West 52nd Street
New York, N.Y. 10019
Re: Commitment Extension
Dear Mr. Urban:
We refer to the Letter dated September 20, 1995 (together with
the Outline of Terms attached thereto, collectively, the
"Commitment Letter"; terms used and not otherwise defined herein
shall be used as defined in the Commitment Letter), by Chemical
Bank (the "Bank") to American Banknote Corporation and accepted
by American Banknote Company and American Bank Note Holographics,
Inc. (collectively, the "Company").
As you are aware, the Bank agreed in a letter dated November 10,
1995 (the "November Extension Letter") to extend the termination
date of the Commitment Letter to December 15, 1995. The November
Extension Letter also set forth the conditions under which, if
met on or before December 15, 1995, the Bank would extend the
financing contemplated under the Commitment Letter, including,
the delivery to the Bank of a business plan (the "Business Plan")
satisfactory to the Bank, as well as such other information as
the Bank shall request. The Bank has received the Business Plan
and, based upon its preliminary review, has tendered a request to
the Company for supplemental information. It is also
acknowledged by the Company that the Company has undertaken to
satisfy, as a condition to the extension of the financing by the
Bank set forth in the November Extension Letter, the other terms
and conditions set forth in the Commitment Letter (such terms and
conditions as shall be modified by the Bank in its sole
discretion based upon the information presented in the Business
Plan and the supplemental information related thereto by
January 26, 1996.
The Company has now requested that the Bank agree to extend the
Commitment Letter to January 26, 1996. The Bank is willing to so
extend the Commitment Letter subject to the following: the
commitment of the Bank to extend financing under the Commitment
Letter shall be subject to: (i) the satisfaction by the Bank with
such other information as the Company shall supply in accordance
with the Bank's request and (ii) the satisfaction by the Company
by not later than January 26, 1996 of the other terms and
conditions set forth in Commitment Letter (such terms and
conditions as shall be modified by the Bank in its sole
discretion based upon the information presented to the Bank by
the Company).
The Commitment Letter shall expire in any event on January 26,
1996. Except as specifically set forth herein, the Commitment
Letter, and all the terms and provisions thereof, shall remain in
full force and effect.
If the above correctly sets forth your understanding of the terms
of the extension of the Commitment Letter, please indicate your
acceptance by signing in space provided below and returning the
original to us by not later than 5:00 PM today; if an original of
this letter is not so received by the Bank, the Commitment Letter
shall expire as of 5:00 PM today.
Very Truly Yours,
CHEMICAL BANK
/s/ Robert J. Arth
Robert J. Arth
Vice President
Accepted this 15th day of December, 1995 by:
American Bank Note Company:
By: /s/ John T. Gorman
Name: John T. Gorman
Title: EVP
American Bank Note Holographics, Inc.:
By: /s/ John T. Gorman
Name: John T. Gorman
Title: EVP
American Banknote Corporation:
By: /s/ John T. Gorman
Name: John T. Gorman
Title: EVP
<PAGE>
EXHIBIT 5
January 15, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: American Banknote Corporation --
Registration Statement on Form S-3
Gentlemen:
I have acted as counsel to American Banknote Corporation
(the "Company") in connection with the preparation and filing
with the Securities and Exchange Commission of the Company's
Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, relating to 386,617
shares of common stock, par value $0.01 per share (the "Common
Stock").
In so acting, I have examined originals or copies, certified
or otherwise identified to my satisfaction, of the Registration
Statement and such corporate records, agreements, documents and
other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the
Company, and have made such inquiries of such officers and
representatives as I have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted as
originals, the conformity to original documents of documents
submitted as certified or photostatic copies and the authenticity
of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently
established, I have relied upon certificates or comparable
documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, I am of the opinion that the 386,617 shares of
Common Stock have been duly authorized and validly issued, and
are fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving such consent, I do not
admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act. I further
consent to any and all references to this opinion in the
Prospectus which is a part of said Registration Statement.
<PAGE>
Securities and Exchange Commission
January 15, 1996
Page 2
I am a member of the bar of the State of New York and do not
hold myself out as expert on or to express an opinion on laws
other than the State of New York, the General Corporate Law of
the State of Delaware and the United States of America, and I
express no opinion as to the effect on the matters covered by
this opinion of the laws of any other jurisdiction.
This opinion is rendered solely for your benefit in
connection with the transaction described above. This opinion
may not be used or relied upon by any other person and may not be
disclosed, quoted, filed with a governmental agency or otherwise
referred to without prior written consent.
Very truly yours,
/s/ HARVEY J. KESNER
Harvey J. Kesner
