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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(AMENDMENT NO. 3)
INTERNATIONAL VERIFACT, INC.
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(Name of Issuer)
Common Stock, no par value 46055K 30 0
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(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
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(Name, address and telephone number of person authorized to receive notices
and communications)
December 2, 1996
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(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).
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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!
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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.
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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
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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
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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
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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.
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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
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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
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Harvey J. Kesner
Date: December 4, 1996
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EXHIBIT INDEX
Exhibit No. Description
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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
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NYFS03...:\15\78515\0015\139\SCHD046P.540
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Exhibit 1
November 27, 1996
BY FAX: 212-338-0728
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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
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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
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Exhibit 3
December 3, 1996
BY FAX: 1-212-338-0728
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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