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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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SCANFORMS, INC.
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(Name of Issuer)
Common Stock, $0.01 par value 806011 30 0
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(Title of class of securities) (CUSIP number)
Dennis J. Block, Esq. Harvey J. Kesner, Esq.
Weil, Gotshal & Manges LLP American Banknote Corporation
767 Fifth Avenue 200 Park Avenue
New York, New York 10153 New York, New York 10166
(212) 310-8000 (212) 557-9100
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(Name, address and telephone number of person authorized to receive notices
and communications)
March 14, 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 [x].
(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. 806011 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: 188,800
SHARES
BENEFICIALLY
8 SHARED VOTING POWER: Not Applicable
OWNED BY
EACH 9 SOLE DISPOSITIVE 188,800
REPORTING POWER
PERSON WITH
10 SHARED DISPOSITIVE Not Applicable
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
188,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.32%
14 TYPE OF REPORTING PERSON: HC, CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
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This Schedule 13D (the "Statement") relates to the Common Stock,
$0.01 par value (the "Common Stock"), of Scanforms, Inc. ("Company").
The principal executive offices of the Company are located at 181
Rittenhouse Circle, Bristol, PA 19007.
Item 2. Identity and Background.
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(a)-(c) This Statement is being filed by American Banknote
Corporation, a Delaware corporation (the "Reporting Person"), a
holding company whose subsidiaries are engaged in various businesses,
including security printing. The business address and the address of
the principal executive office of the Reporting Person is 200 Park
Avenue, New York, New York 10166.
The name, business address and present principal occupation or
employment of each of the executive officers and directors of the
Reporting Person are set forth on Schedule I annexed hereto, which is
incorporated herein by reference.
(d)-(e) During the last five years, neither the Reporting
Person, nor, to the best knowledge of the Reporting Person, any of the
persons listed on Schedule I hereto, have been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or
have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of,
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or prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws.
(f) Except for Mr. Rowe-Beddoe, who is a citizen of the United
Kingdom and Dr. Arias, who is a citizen of Costa Rica, each natural
person identified in this Item 2 is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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All of the shares of Common Stock reported to be owned by the
Reporting Person were acquired in open market transactions at a total
cost of $634,499.50 (including brokerage commissions). Such cost was
funded out of working capital, which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of
business.
Item 4. Purpose of Transaction.
----------------------
The Reporting Person has acquired the shares of Common Stock
referred to in Item 5 in order to obtain an equity position in the
Company. The Reporting Person is currently evaluating its position
and possible alternative future courses of action, including the
possibility of seeking to acquire control of the Company, although it
has not formulated any specific plan or proposal. Alternate courses
of future action will depend, in part, on developments relating to the
previously-announced proposed acquisition of the Company by a
management group in
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which public stockholders of the Company would receive a per share
cash payment of $3.60 for their shares of Common Stock.
The Reporting Person has sent a letter to Mr. Robert A.
Samans, the Chairman and Chief Executive Officer of the Company,
expressing its interest in the Company, indicating that the Reporting
Person's "preliminary valuation" of the Company is in excess of the
$3.60 per share value to be paid pursuant to the proposed management
buyout and requesting that the Reporting Person receive the
confidential information furnished to the management group's financing
sources for the purpose of completing a due diligence review of the
Company. A copy of the letter to Mr. Samans is attached hereto as
Exhibit 1.
Any such plan or proposal that may be formulated by the Reporting
Person could involve, among other possibilities, seeking
representation on the Board of Directors of the Company, making a
tender offer for some or all of the Common Stock, proposing a merger
or business combination transaction with the Company or entering into
arrangements with third parties, including management of the Company,
who may be interested in joining with the Reporting Person to acquire
control of the Company.
Depending upon the course of action that the Reporting Person
pursues, the Reporting person may increase its investment in the
Company through the acquisition of additional shares of
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Common Stock or other securities of the Company in the open market or
otherwise, subject to availability at prices deemed favorable by the
Reporting Person, 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 represents the range
of activities presently contemplated by the Reporting Person with
respect to the Company and the Common Stock and such other securities,
it should be noted that the possible activities of the Reporting
Person are subject to change at any time, and there is no assurance
that the Reporting Person will seek to influence or obtain control of
the Company. Except as set forth above, the Reporting Person has no
present plans or intentions that would result in or relate to any of
the transactions described in subparagraphs (a) through (h) of Item 4
of Schedule 13D.
Item 5. Interest In Securities of the Issuer.
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(a) As of the date of this Statement, the Reporting Person
beneficially owns 188,800 shares of Common Stock, representing
approximately 5.32% of the outstanding shares of Common Stock. The
foregoing percentage is based upon 3,546,648 shares of Common Stock
reported outstanding as set forth in the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31, 1995 as filed by
the Company with the Securities and Exchange Commission.
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(b) The Reporting Person has the sole power to vote and dispose
of the shares of Common Stock which it beneficially owns.
(c) Except for the purchases set forth on Schedule II annexed
hereto, none of the persons identified in Item 2 has effected any
transactions in the Common Stock during the past 60 days. All such
purchases were effected in the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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Not applicable.
Item 7. Material to be Filed as Exhibits.
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1. Letter to Robert A. Samans, dated March 22, 1996.
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SIGNATURE
After reasonable inquire 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.
Dated: March 22, 1996
/s/Morris Weissman
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Morris Weissman
Chairman and Chief Executive
Officer
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SCHEDULE I
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EXECUTIVE OFFICERS AND DIRECTORS OF
AMERICAN BANKNOTE CORPORATION
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The name and present principal occupation or employment of each
of the executive officers and directors of American Banknote
Corporation ("American Banknote") is set forth below. The business
address of each such person is c/o American Banknote Corporation, 200
Park Avenue, New York, New York 10166, except as otherwise noted.
Name and Present Principal
Positions Held Occupation or Employment
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Morris Weissman Chairman, Chief Executive
Chairman, Chief Executive Officer and Director,
Officer and Director American Banknote
John T. Gorman Chief Financial Officer and
Chief Financial Officer and Executive Vice President,
Executive Vice President American Banknote
Harvey J. Kesner Senior Vice President,
Senior Vice President, General Counsel and Secretary,
General Counsel and Secretary American Banknote
Robert Wilcox Senior Vice President -
Senior Vice President - Operations,
Operations American Banknote
Sheldon Cantor Vice President,
Vice President American Banknote
David S. Rowe-Beddoe Chairman, Cavendish Services
Director Ltd., Le Prince de Galles,
5 ave. des Citronniers, MC
98000, Monaco. Financial and
Corporate Consultant;
Chairman, Development Board of
Rural Wales, Pearl House;
Chairman, Welsh Development
Agency Financial and Corporate
Consultant
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Name and Present Principal
Positions Held Occupation or Employment
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C. Gerald Goldsmith Private Investor
Director
Ira J. Hechler Private Investor
Director
Bette B. Anderson President, Kelly, Anderson,
Director Pethic & Associates, Inc.
1020 19th Street, NW
Washington, D.C. 20036
Financial and Corporate
Consultant
Dr. Oscar Arias Foundation Director
Director
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SCHEDULE II
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TRANSACTIONS WITHIN THE PAST
60 DAYS
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No. of Shares
Date Purchased Price
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1/31/96 4,000 $3.188
1/31/96 2,200 $3.125
1/31/96 2,000 $3.063
2/1/96 13,000 $3.313
2/1/96 6,500 $3.375
2/1/96 5,000 $3.438
2/1/96 1,500 $3.313
2/2/96 3,500 $3.438
2/2/96 6,000 $3.500
2/2/96 9,000 $3.438
2/2/96 3,000 $3.500
2/2/96 2,500 $3.438
2/2/96 2,000 $3.406
2/5/96 6,700 $3.438
2/6/96 2,800 $3.438
2/13/96 3,000 $3.500
2/15/96 3,400 $3.500
2/16/96 7,500 $3.500
2/16/96 5,000 $3.500
2/22/96 12,000 $3.469
2/23/96 16,000 $3.500
2/26/96 10,400 $3.500
2/29/96 16,500 $3.500
3/1/96 2,500 $3.500
3/14/96 10,000 $3.469
3/18/96 6,600 $3.469
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EXHIBIT INDEX
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Exhibit No. Description
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1. Letter to Robert A. Samans, dated March 22,
1996.
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NYFS03...:\15\78515\0015\139\SCH3206L.46A
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Exhibit 1
[LETTERHEAD OF AMERICAN BANKNOTE CORPORATION]
March 22, 1996
Mr. Robert A. Samans
Chairman and CEO
Scanforms, Inc.
181 Rittenhouse Circle
Bristol, PA 19007-0602
Dear Mr. Samans:
We have been following with interest the proposed merger
transaction between the management group led by you and Scanforms,
which would result in the Company's public shareholders receiving
$3.60 for each of their Scanforms' shares.
I am pleased to inform you that we are filing a statement on
Schedule 13-D with the Securities and Exchange Commission today
announcing our acquisition of approximately 5.3% of the outstanding
Scanforms shares. In our statement, we describe our potential
interest in Scanforms, including the possibility of our making a
proposal relating to a merger transaction between American Banknote
and Scanforms. Based upon our preliminary valuation of the Company,
your shareholders would receive greater value in a transaction with
American Banknote than they would pursuant to your management buyout.
As you can appreciate, before we can be in a position to
make a definitive proposal, we would need to perform a more detailed
due diligence review of the Company than that possible from publicly-
available information. Accordingly, we are requesting that we be
supplied with the same financial and other information made available
by your group and the Company to the group's potential lending
sources. We would naturally agree to execute a customary
confidentiality agreement with respect to the confidential information
supplied to us.
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Mr. Robert A. Samans
March 22, 1996
Page Two
As you can appreciate, time is of the essence with respect
to the matters described herein and I look forward to hearing from you
as soon as possible. We are available at your convenience should you
wish to discuss our interest in Scanforms.
Very truly yours,
/s/Morris Weissman
MW:jh
cc: Sebastian A. Carcioppolo
Joel Jacks
NYFS03...:\15\78515\0015\139\LTR3216L.170
