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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. 1)
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)
April 8, 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. 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 WC
FUNDS:
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: 196,800
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: Not Applicable
OWNED BY
EACH 9 SOLE DISPOSITIVE 196,800
REPORTING POWER
PERSON WITH 10 SHARED DISPOSITIVE Not Applicable
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 196,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.55%
14 TYPE OF REPORTING HC, CO
PERSON:
SEE INSTRUCTIONS BEFORE FILLING OUT!
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This constitutes Amendment No. 1 to the Schedule 13D (the
"Statement") filed with the Securities and Exchange Commission (the
"Commission") by American Banknote Corporation, a Delaware corporation
(the "Reporting Person"), with respect to the Common Stock, $0.01 par
value (the "Common Stock"), of Scanforms, Inc. (the "Company").
Unless otherwise indicated, all capitalized terms used herein shall
have the meanings ascribed to them in the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
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All of the shares of Common Stock acquired by the Reporting
Person since the date of the Statement were acquired in open market
transactions at a total cost of $27,851.25 (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.
----------------------
In connection with the Reporting Person's request, by letter
dated March 22, 1996 (a copy of which was previously filed as Exhibit
1 to the Statement) for the confidential information furnished to the
management group's financing sources, the Reporting Person and the
Company have entered into a Confidentiality Agreement, dated April 8,
1996 (the "Confidentiality Agreement"). Pursuant to the
Confidentiality Agreement, the Company has agreed to furnish to the
Reporting Person certain information concerning the business, operations
and financial condition of the Company in connection with the Reporting
Person's consideration of a possible transaction with the Company.
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Pursuant to the Confidentiality Agreement, the Reporting Person
has agreed that for a period of one year from the date of the
Confidentiality Agreement, neither the Reporting Person nor any of its
officers or any other person that the Reporting Person or any of its
officers control, will, without the prior written approval of the
Board of Directors of the Company, directly or indirectly, (i) in any
manner purchase or otherwise acquire, or enter into any agreement,
arrangement or understanding to purchase or otherwise acquire, or seek
to make any proposal to acquire, any securities of the Company in
excess of 9.9% of the outstanding voting securities or any assets of
the Company; (ii) take any action either alone or with any other
person to control or influence the management, Board of Directors, or
policies of the Company, including making, or in any way participating
in, any "solicitation" of "proxies" (as such terms are used in the
proxy rules of the Commission) to vote, or seek to advise or influence
any person with respect to the voting of, securities of the Company;
or (iii) seek from the Company or make any public request relating to
any modification to or waiver of the provisions of the Confidentiality
Agreement described in this paragraph or permission to take any action
otherwise prohibited thereunder. The Confidentiality Agreement provides
that, except for its obligation to maintain the confidentiality of
confidential material supplied by the Company and to take no actions
which would require the disclosure of such material, nothing set forth
therein will preclude the Reporting Person from making any proposal
relating to a merger, business combination, offer to purchase shares,
purchase of assets or other extraordinary transaction involving the
Company and from publicly commenting on any such proposal. The foregoing
description of the Confidentiality Agreement is qualified in its
entirety by reference to the Confidentiality Agreement, a copy of
which is attached hereto as Exhibit 2.
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Item 5. Interest In Securities of the Issuer.
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(a) As of the date of this Amendment No. 1 to the Statement, the
Reporting Person beneficially owns 196,800 shares of Common Stock,
representing approximately 5.55% 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.
(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 I annexed
hereto, none of the persons identified in Item 2 has effected any
transactions in the Common Stock since the date of the Statement. All
such purchases were effected in the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
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The information set forth in response to Item 4 of this
Amendment No. 1 to the Statement is hereby incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
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2. Confidentiality Agreement, between the Company and the
Reporting Person, dated April 8, 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: April 8, 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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TRANSACTIONS SINCE THE DATE OF
THE STATEMENT
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No. of Shares
Date Purchased Price
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3/20/96 5,000 $3.469
3/25/96 3,000 $3.500
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EXHIBIT INDEX
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Exhibit No. Description
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2. Confidentiality Agreement, between Scanform, Inc.
and American Banknote Corporation, dated April 8,
1996.
8
NYFS03...:\15\78515\0015\139\SCH4026S.450
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EXHIBIT 2
SCANFORMS, INC.
181 Rittenhouse Circle
Bristol, Pennsylvania 19007-0602
April 8, 1996
American Banknote Corporation
200 Park Avenue
New York, New York 10166
Attn: Mr. Morris Weissman
Dear Mr. Weissman:
In connection with your consideration of a possible transaction with
Scanforms, Inc. (the "Company"), you have requested information
concerning the business, operations and financial condition of the
Company. As a condition to your being furnished such information, you
agree to treat any information concerning the Company (whether
prepared by the Company, its advisors or otherwise), which is
furnished to you by or on behalf of the Company or is otherwise
learned or acquired by you from the Company or its advisors whether
written or oral (herein collectively referred to as the "Evaluation
Material") in accordance with the provisions of this letter and to
take or abstain from taking certain other actions herein set forth.
The term "Evaluation Material" does not include information which (i)
is already in your possession, provided that any source of such
information is not known by you, after due inquiry, to be subject to
another confidentiality agreement with the Company or another party or
(ii) becomes generally available to the public other than as a result
of a disclosure by you or your directors, officers, employees, agents
or advisors in violation of the terms of this letter, or (iii) becomes
available to you on a non-confidential basis from a source other than
the Company or its representatives or advisors, provided that such
source is not known by you, after due inquiry, to be bound by a
confidentiality agreement with the Company or another person.
You hereby agree that the Evaluation Material will be used solely for
the purpose of evaluating a possible transaction between the Company
and you, and that such information will be kept confidential by you
and your representatives and advisors and not disclosed to any other
person; provided, however, that (i) any of such information may be
disclosed to your directors, officers, employees, representatives and
advisors (together your "Affiliates") who need to know such information
for the purpose of evaluating any such possible transaction between the
Company and you and who are advised by you of the confidential nature
of such information and directed by you to treat such information
confidentially, and (ii) any disclosure of such information may be
made to which the Company consents in writing. You will be
responsible for any breach of the terms hereunder by any of your
Affiliates.
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American Banknote Corporation
April 8, 1996
Page 2
In addition, without the prior written consent of the Company, you
will not, and will direct your Affiliates not to disclose to any
person that the Evaluation Material has been made available to you,
that discussions or negotiations are taking place concerning a
possible transaction between the Company and you or any of the terms,
conditions or other facts with respect to any such possible
transaction, including the status thereof, unless such disclosure is
required by laws or listing agreement with a stock exchange or to
update previously disclosed information. The term "person" as used in
this letter shall be broadly interpreted to include without limitation
any individual, corporation, company, partnership, or other business
entity.
You hereby acknowledge that you are aware, and that you will advise
your Affiliates who are informed as to the matters which are the
subject of this letter, that the United States securities laws
prohibit any person who has received from an issuer material, non-
public information from purchasing or selling securities of such
issuer or from communicating such information to any other person
under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.
In the event that you or any of your Affiliates become legally
compelled (by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or otherwise) to disclose any of
the Evaluation Material, you shall provide the Company with prompt
prior written notice of such requirement so that the Company may seek
a protective order or other appropriate remedy or waive compliance
with the terms of this letter. In the event that such protective
order or other remedy is not obtained, or that the Company waives
compliance with the terms hereof, you agree to furnish only that
portion of the Evaluation Material which you are advised by counsel is
legally required and to exercise your reasonable efforts to obtain
assurance that confidential treatment will be accorded to such
Evaluation Material.
In protecting the Evaluation Material from improper use or disclosure,
you agree that you will take appropriate precautions and will exercise
appropriate care which will in no event be less than you normally
exercise with respect to your own confidential information to prevent
the disclosure or use of the Evaluation Material in a manner that
violates the terms of this letter.
In view of the fact that the Evaluation Material consists of
information which is either confidential, proprietary or otherwise not
generally available to the public, you agree that for a period of one
year from the date of this letter neither you nor any of your officers
or any other person that you or any of your officers control will,
without the prior written approval of the Board of Directors of the
Company, directly or indirectly, (i) in any manner purchase or
otherwise acquire, or enter into any agreement, arrangement or
understanding to purchase or otherwise acquire, or seek to make any
proposal to acquire, any securities of the Company in excess of 9.9%
of the outstanding voting securities or any assets of the Company;
(ii) take any action either alone or with any other person to control
or influence the management, Board of Directors, or policies of the
Company, including making, or in any way participating in, any
"solicitation" of "proxies" (as such terms are used in the proxy rules
of the Securities and Exchange Commission) to vote, or seeking to
advise or influence any person with respect to the voting of,
securities of the Company; or (iii) seek from the Company or make any
public request relating to any modification to or waiver of any
provision of this letter or permission to take any action otherwise
prohibited hereunder.
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American Banknote Corporation
April 8, 1996
Page 3
Although the Company has endeavored to include in the Evaluation
Material information known to it which it believes to be relevant for
the purpose of your investigation, you understand that neither the
Company nor any of its representatives or advisors have made or make
any representation or warranty as to the accuracy or completeness of
the Evaluation Material. You agree that neither the Company nor any
of its representatives or advisors shall have any liability to you or
any of your Affiliates resulting from the use of the Evaluation
Material. You and your Affiliates will be responsible for conducting
and completing your own independent investigation, evaluation and due
diligence relative to engaging in a transaction involving the Company.
In the event that you decide not to proceed with the transaction which
is the subject of this letter, or, after allowing for reasonable
period of time for you to receive and evaluate the Evaluation Material
and formulate a proposal, upon the Company's request at any time after
the Company has reasonably determined not to proceed with a transaction
with you, you shall promptly return to the Company all written Evaluation
Material furnished to you by the Company and its representatives and
advisors and will not retain any copies, extracts or other reproductions
in whole or in part. All notes, analyses, memoranda or other documents
which are based upon, in whole or in apart, or otherwise reflect any
information in the Evaluation Material (whether prepared by you, your
Affiliates, the Company, or their respective advisors or otherwise)
will be destroyed and no copies thereof will be retained, and such
destruction shall be certified in writing to the Company by an
authorized officer supervising such destruction. Notwithstanding the
return or destruction of the Evaluation Material, you will continue
to be bound by the confidentiality provisions and other obligations
of this letter.
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American Banknote Corporation
April 8, 1996
Page 4
You agree that unless and until a definitive agreement between the
Company and you with respect to the transaction contemplated by this
letter has been executed and delivered, neither the Company nor you
will be under any legal obligation of any kind whatsoever with respect
to such a transaction by virtue of this or any written or oral
expression with respect to such a transaction by any of the Company's
or your directors, officers, employees, agents or any other
representatives or advisors thereof except, in the case of this
letter, for the matters specifically agreed to herein.
Until the earlier of (i) the completion of the possible transaction
contemplated by this letter between you and the Company or (ii) one
year from the date of this letter agreement, you agree not to initiate
or maintain contact (except for those contacts made in the ordinary
course of business) with any officer, director, employee, agent or
customer of the Company regarding the business, operations, prospects
or finances of the Company, except with the express written permission
of the Company. It is understood that the Company will arrange for
appropriate contacts for due diligence purposes. It is further
understood that all (i) requests for additional information, (ii)
requests for facility tours or management meetings and (iii)
discussions or questions regarding procedures, shall be submitted or
directed to Janney Montgomery Scott. You further agree that for a
period of one year from the date hereof you shall not solicit the
employment of or hire any non-clerical employee of the Company
identified to you in the course of your due diligence review without
the prior written consent of the Company; provided however, that the
foregoing restriction shall not preclude you from employing any such
employee who seeks employment with you in response to a general
advertisement or other similar method and not in response to any
solicitation efforts directly or indirectly on your part.
It is further understood and agreed that no failure or delay by the
Company in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise
of any right, power or privilege hereunder. No modification or waiver
of any of the provisions of this letter shall be effective unless in
writing and signed by the party consenting to any such waiver or
modification of its rights or obligations hereunder.
The Company hereby agrees to supply you with the Evaluation Material
that you may reasonably request, including, without limitation, the
Evaluation Material that prior to, on or after the date hereof is made
or has been made available to all potential financing sources of the
management group that is proposing to acquire the Company pursuant to
that certain Agreement and Plan of Merger, dated February 15, 1996,
between the Company and SCFM Corp., including, without limitation,
Mellon Bank (whether such information is provided by the Company or by
Affiliates of the Company at the direction of the Company). In
addition, the Company hereby acknowledges and agrees that, except for
your obligation to maintain the confidentiality of the Evaluation
Material and to take no actions which would require the disclosure of
any Evaluation Material, nothing set forth in this letter shall
preclude you from making any proposal relating to a merger, business
combination, offer to purchase shares, purchase of assets or other
extraordinary transaction involving the Company and from publicly
commenting on any such proposal.
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American Banknote Corporation
April 8, 1996
Page 5
The Company reserves the right to assign all of its rights, powers and
privileges under this letter, including, without limitation, the right
to enforce all of the terms of this letter. This letter shall be
governed by, and construed in accordance with, the laws of the
Commonwealth of Pennsylvania applicable to agreements made and to be
performed entirely within such Commonwealth.
You agree that a breach of the provisions of this letter by you or any
of your Affiliates cannot adequately be compensated by money damages,
and, therefore, the Company shall be entitled, in addition to any
other right or remedy available to it (including, but not limited to,
an action for damages), to an injunction restraining such breach or a
threatened breach and to specific performance of any such provision of
this letter, and in either case no bond or other security shall be
required to be posted by the Company in connection therewith, and
you hereby consent to the issuance of such injunction and to the
ordering of specific performance.
This letter contains the entire understanding and agreement between
you and the Company with respect to the protection and use of the
Evaluation Materials furnished to you and supersedes any and all prior
agreements and understandings, whether written or oral, relating
thereto.
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American Banknote Corporation
April 8, 1996
Page 6
If the foregoing is acceptable to you, please so indicate by signing
and returning the enclosed copy of this letter.
Very truly yours,
JANNEY MONTGOMERY SCOTT
(on behalf of Scanforms, Inc.)
By: /s/ James T. Hunter
First Vice President
Confirmed and Agreed to:
AMERICAN BANKNOTE CORPORATION
By: /s/ Harvey J. Kesner
Title: Sr. Vice President
Date: April 8, 1996
NYFS03...:\15\78515\0015\1980\AGR4036L.350
