AMERICAN BANKNOTE CORP
SC 13D/A, 1996-12-05
COMMERCIAL PRINTING
Previous: INCOME FUND OF AMERICA INC, 497, 1996-12-05
Next: INTERNATIONAL BUSINESS MACHINES CORP, 8-A12B, 1996-12-05



<PAGE>
     
                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                               
                            -------------------


                                SCHEDULE 13D
                 Under the Securities Exchange Act of 1934

                                            
                               -------------
                             (AMENDMENT NO. 3)


                        INTERNATIONAL VERIFACT, INC.
- ---------------------------------------------------------------------------
                              (Name of Issuer)

     Common Stock, no par value                     46055K 30 0
- -----------------------------------     ----------------------------------
   (Title of class of securities)                  (CUSIP number)

                           HARVEY J. KESNER, ESQ.
                       AMERICAN BANKNOTE CORPORATION
                              200 PARK AVENUE
                         NEW YORK, NEW YORK  10166
                               (212) 557-9100
- ---------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices
and communications)

                              December 2, 1996
- ---------------------------------------------------------------------------
          (Date of event which requires filing of this statement)


If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box   [_].


Check the following box if a fee is being paid with the statement   [_].


(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.)  (See Rule 13d-7.)


The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).


<PAGE>

<PAGE>


 CUSIP No. 46055K 30 0                              13D-PAGE 2


    1    NAME OF REPORTING           American Banknote Corporation
         PERSON:

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-0460520   

    2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:         (a) [_]
                                                                   (b) [_]

    3    SEC USE ONLY

    4    SOURCE OF FUNDS:   WC

    5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS               [_]
         REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

    6    CITIZENSHIP OR PLACE OF        DELAWARE
         ORGANIZATION:


 NUMBER OF     7   SOLE VOTING POWER:            447,400
   SHARES
BENEFICIALLY   8   SHARED VOTING POWER:          Not Applicable
  OWNED BY
    EACH       9   SOLE DISPOSITIVE POWER:       447,400
 REPORTING         
   PERSON     10   SHARED DISPOSITIVE POWER:     Not Applicable
    WITH      

   11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 447,400
                 (includes warrants to purchase 77,500 shares)

   12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES        [_]
         CERTAIN SHARES:

   13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    6.36%

   14    TYPE OF REPORTING PERSON:     HC, CO
         

     SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

<PAGE>
     


          This constitutes Amendment No. 3 to a Statement on Schedule 13D
     filed with the Securities and Exchange Commission (the "Commission")
     by United States Banknote Corporation, a Delaware corporation (now
     known as American Banknote Corporation ("American Banknote")), with
     respect to the common stock of Soricon Corporation, all of the
     outstanding shares of which were subsequently acquired by
     International Verifact, Inc. (the "Company") in exchange for shares of
     common stock, no par value, of the Company (the "Common Stock").

     Item 4.   Purpose of Transaction.
               ----------------------

          As reported in Amendment No. 2 to the Schedule 13D, on November
     21, 1996, Morris Weissman, the Chairman of the Board and Chief
     Executive Officer of American Banknote, sent a letter to George
     Whitton, the Chairman and Chief Executive Officer of the Company.  In
     his letter, Mr. Weissman expressed American Banknote's belief that the
     Company's management and Board of Directors should immediately
     undertake an objective evaluation of business strategies so as to
     maximize shareholder value.  Mr. Weissman also requested a meeting to
     explore the opportunities for a strategic transaction between American
     Banknote and the Company that could result in significant benefits and
     synergies and enhance the Company's shareholder value.

          Mr. Weissman received a letter, dated November 27, 1996, from L.
     Barry Thomson, President and CEO of the Company, in


                                       3<PAGE>

<PAGE>
     

     response to his letter of November 21 to Mr. Whitton.  In his
     response, Mr. Thomson indicated that the Company is discussing with
     another corporation a possible global strategic alliance and other
     technology and business arrangements.  Mr. Thomson stated that "Due to
     a Confidentiality Agreement, and a "No Shop" provision which applies
     until December 30, 1996, it is inappropriate for us to meet with you
     at this time."

          On December 2, 1996, Mr. Weissman wrote to Mr. Thomson and
     expressed surprise that the Company was refusing to meet with American
     Banknote to discuss the matters set forth in Mr. Weissman's letter of
     November 21.  Mr. Weissman indicated that in a telephone conversation
     that he had with Mr. Thomson on November 25, they had agreed on
     several potential meeting dates over the next couple of weeks.  Mr.
     Weissman expressed regret that the Company would sign an agreement
     which precludes it from exploring alternatives to maximize shareholder
     value for such an extended time without meeting with American
     Banknote.  Mr. Weissman expressed American Banknote's view that the
     Company's Board is acting inappropriately and not with an open mind
     regarding its obligations to explore all possible alternatives for the
     benefit of the Company's stockholders.  Mr. Weissman concluded by
     requesting that the Company's Board of Directors provide American
     Banknote with representation on the Company's Board of Directors


                                       4<PAGE>

<PAGE>
     

     to ensure that the directors considered the views of one of the
     Company's largest shareholders.

          On December 3, 1996 Mr. Weissman received a reply to his December
     2 letter from Mr. Thomson, in which he reiterated that the Company is
     not free to meet with American Banknote or to act upon its request.

          American Banknote currently is considering its alternatives with
     respect to the Company and the Common Stock.  Depending upon the
     course of action that American Banknote determines to pursue, American
     Banknote may increase its investment in the Company through the
     acquisition of additional shares of Common Stock or other securities
     of the Company in the open market or otherwise, subject to
     availability at prices deemed favorable by American Banknote, or may
     sell or otherwise dispose of any or all of the shares of Common Stock
     or other securities of the Company beneficially owned by it.  Although
     the foregoing and the matters disclosed in Item 4 of Amendment No. 1
     and Amendment No. 2 to the Schedule 13D represent the range of
     activities presently contemplated by American Banknote with respect to
     the Company and the Common Stock and other securities, it should be
     noted that the possible activities of American Banknote are subject to
     change at any time.

          Except as discussed in this Item 4 and in Item 4 of Amendment No.
     1 and Amendment No. 2 to the Schedule 13D, American



                                       5

<PAGE>

<PAGE>
     

     Banknote has no current plans or proposals which relate to or would
     result in any events described in Items (a) through (j) of the
     instructions to Item 4 of Schedule 13D.

     Item 7.   Material to be Filed as Exhibits.
               --------------------------------

               1.   Letter, dated November 27, 1996, from
                    L. Barry Thomson To Morris Weissman

               2.   Letter, dated December 2, 1996, from
                    Morris Weissman to L. Barry Thomson

               3.   Letter, dated December 3, 1996, from
                    L. Barry Thomson to Morris Weissman


                                       6

<PAGE>

<PAGE>
     

                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief,
     the undersigned certifies that the information set forth in this
     Statement is true, complete and correct.


                              AMERICAN BANKNOTE CORPORATION



                              By: /s/Harvey J. Kesner       
                                  --------------------------
                                     Harvey J. Kesner




     Date:  December 4, 1996





                                       7<PAGE>



                               EXHIBIT INDEX


        Exhibit No.      Description
        -----------      -----------

               1.   Letter, dated November 27, 1996, from
                    L. Barry Thomson To Morris Weissman

               2.   Letter, dated December 2, 1996, from
                    Morris Weissman to L. Barry Thomson

               3.   Letter, dated December 3, 1996, from
                    L. Barry Thomson to Morris Weissman






                                       8

      NYFS03...:\15\78515\0015\139\SCHD046P.540


<PAGE>
     

                                                                  Exhibit 1



     November 27, 1996



     BY FAX: 212-338-0728
     --------------------
     Mr. Morris Weissman
     Chairman of the Board and
     Chief Executive Officer
     American Banknote Corporation
     200 Park Avenue
     New York, N.Y. 10166-4999
     U.S.A.


     Dear Mr. Weissman:

     As you know from our press release of Friday, November 22, 1996, IVI
     is currently discussing with another corporation a possible global
     strategic alliance and other technology and business arrangements. 
     Due to a Confidentiality Agreement, and a "No Shop" provision which
     applies until December 30, 1996, it is inappropriate for us to meet
     with you at this time.


     Yours very truly,

     /s/L. Barry Thomson, P.Eng., C.A.
     President & CEO


     copy:  George Whitton, Chairman, IVI
            Mark Convery, Meighen Demers











<PAGE>
     

                                                                  Exhibit 2



                              December 2, 1996


     VIA FAX #:416.245.6701
     Mr. Barry Thompson, President
     International Verifact, Inc.
     79 Torbarrie Road
     Toronto, Ontario, Canada M3L 1G5

     Dear Barry:

          I was very surprised by your letter of November 27, 1996,
     refusing to meet with us to discuss our letter of November 21st.

          When we spoke by telephone on Monday, November 25th, we agreed on
     several potential meeting dates over the next couple of weeks.  Not
     once did you ever indicate to me that IVI would take the position that
     it is "inappropriate for our two companies to meet at this time."

          IVI's actions are clearly detrimental to the best interests of
     its shareholders -- I am shocked that IVI would sign an agreement
     which precludes it from exploring alternatives to maximize shareholder
     value for such an extended time without meeting with us.  IVI will be
     unable to consider the substantial benefits that we believe could be
     achieved from a transaction or strategic alliance between our
     companies.

          We intend to make your position known to shareholders.  It is
     clear to us that your Board is acting inappropriately and not with an
     open mind regarding its obligations to explore all possible
     alternatives for the benefit of stockholders.  We are requesting that
     your Board of Directors provide us with representation on the Board to
     ensure that the directors consider the views of one of your largest
     shareholders.

          We look forward to an early response.


                              Sincerely,


                              /s/Morris Weissman



<PAGE>
     

                                                                  Exhibit 3



     December 3, 1996


     BY FAX: 1-212-338-0728
     ----------------------

     Mr. Morris Weissman
     Chairman of the Board and
     Chief Executive Officer
     American Banknote Corporation
     200 Park Avenue
     New York, N.Y. 10166-4999
     U.S.A.


     Dear Mr. Weissman:

     IVI sincerely appreciates the interest you have expressed in exploring
     a strategic transaction between our companies, most recently in your
     letter of December 2.  As you know, IVI is currently discussing with
     another corporation a possible global strategic alliance and in this
     connection remains bound by a standard agreement not to "shop" the
     company.  Accordingly, while we appreciate your concerns and welcome
     your interest as a shareholder, IVI is not free to meet with American
     Banknote, or to act on your request.  Should these circumstances
     change prior to the expiry of this agreement on December 30, 1996, you
     will be made aware of it.

     I assure you that IVI is, and will continue to be, committed to
     exploring opportunities that hold real promise for adding value and
     increasing the benefits realized by its shareholders.

     Again, thank you for your interest.


     Sincerely,


     /s/L. Barry Thomson, P.Eng., C.A.,
     President & CEO





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission