<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission File Number 1-3410
AMERICAN BANKNOTE CORPORATION
A Delaware Corporation I.R.S. Employee ID No. 13-0460520
200 Park Avenue, New York, New York 10166-4999
Telephone number: (212) 557-9100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Stock, par value $.01 per share New York Stock Exchange
Preferred Stock Purchase Rights N/A
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such
filing for the past 90 days.
Yes X No _______
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
At March 26, 1996, the aggregate market value of the voting stock held by non-
affiliates was $32,445,000.
At March 26, 1996, 19,497,380 shares of Common Stock were outstanding.
<PAGE>
EXPLANATORY NOTE
This Report on Form 10-K/A amends and restates in their
entirety the following Items of the Annual Report on Form 10-K of
American Banknote Corporation for the fiscal year ended December
31, 1995.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE Company
Current Directors and executive officers and significant
employees of the Company.
<TABLE>
<CAPTIONS>
POSITIONS AND OFFICES OFFICE HELD
NAME AGE WITH THE COMPANY SINCE
<S> <C> <S> <C>
Morris Weissman* 54 Chairman of the Board and (1)
Chief Executive Officer
Bette B. Anderson 67 Director June 1994
Dr. Oscar Arias S. 56 Director September 1995
C. Gerald Goldsmith 67 Director July 1990
Ira J. Hechler 77 Director February 1990
David S. Rowe-Beddoe 58 Director July 1990
John T. Gorman* 51 Executive Vice President (1)
and Chief Financial Officer
Harvey J. Kesner* 38 Senior Vice President, June 1991
General Counsel and (1)
Secretary
Paul Amatucci 49 Executive Vice President, (1)
ABN
Josh Cantor 36 Executive Vice President, (1)
General Manager ABNH
Sheldon Cantor 62 Vice President - Corporate (1)
Services and Assistant
Secretary
Patrick J. Gentile 37 Vice President and Corporate (1)
Controller
Sidney Levy 39 Managing Director of February 1994
ABNB
Patrick D. Reddy 54 Vice President and Assistant (1)
Secretary
Ward A. W. Urban 35 Vice President, Treasurer (1)
and Assistant Secretary
Robert K. Wilcox 49 Senior Vice President - (1)
Manufacturing, General
Manager ABN
___________________
</TABLE>
* "Executive Officer" under the Securities Exchange Act of 1934,
as amended.
(1) See below.
<PAGE>
Morris Weissman. Mr. Weissman has served as Chairman of the
Board and Chief Executive Officer of the Company since July 1990
and as a Director of the Company since February 1990. Mr Weissman
assumed the additional duties of Chief Operating Officer in July 1995.
Chairman of the Board and Chief Executive Officer of United States Banknote
Company L.P. ("USBC") from 1986 through July 1990 and Vice Chairman
and Director of USBC's predecessor from 1976 to 1986. Director of
the Convenience and Safety Corporation. Trustee of the Jackie
Robinson Foundation and the Business Council for the United
Nations.
Bette B. Anderson. Ms. Anderson has served as a Director of the
Company since June 1994. President, Kelly, Anderson, Pethick &
Associates, Inc., financial and corporate consultants, since 1989.
Undersecretary of the Treasury from 1977 to 1981 and various
Washington, D.C. consulting posts from 1981 to 1991. Director, ITT
Corporation, Hartford Insurance Corporation and ITT Educational
Services. Chairperson of the U.S. Treasury Historical Association,
member of the Council for the Miller Foundation, University of
Virginia, and member of the Advisory Council Of the Girl Scouts of
America.
Dr. Oscar Arias S. Dr. Arias has served as a Director of the
Company since September 1995. Director, Arias Foundation for Peace
and Human Progress. Former President of Costa Rica and 1987 Nobel
Peace Prize recipient. President, International Press Service;
Director, Stockholm International Peace Research Institute,
International Center for Human Rights and Democratic Development
Institute for International Studies at Stanford University. Serves
on the Board for the InterAction Council, the International
Negotiation Network of the Carter Center and Transparency
International. In addition, Dr. Arias is an active member of The
Commission on Global Governance, the Inter-American Dialogue and
the Society for International Development.
C. Gerald Goldsmith. Mr. Goldsmith has served as a Director of
the Company since July 1990. Investor; Director, Palm Beach
National Bank and Trust; Director, Nine West Group, Inc. since June
1993.
Ira J. Hechler. Mr. Hechler has served as a Director of the
Company since February 1990. Investor; Director, Leslie Fay
Companies, Inc. and Concord Camera Corp.
<PAGE>
David S. Rowe-Beddoe. Mr. Rowe-Beddoe has served as a Director
of the Company since July 1990. Chairman of the Board, Welsh
Development Agency since 1993 and Development Board for Rural
Wales since 1994; Director, Cavendish Services Ltd. and Development
Securities plc. Previously held various senior management
positions, including at Revlon, Inc. and De La Rue plc, where he
was an Executive Director.
John T. Gorman. Mr. Gorman has served as Executive Vice
President and Chief Financial Officer of the Company since July
1990 and as Vice President of the Company from February 1990 to
July 1990. Mr. Gorman was Executive Vice President and Chief
Financial Officer of USBC from January 1983 to July 1990 and Senior
Vice President of Finance of USBC's predecessor from 1978 to 1983.
Harvey J. Kesner, Esq. Mr. Kesner has served as Senior Vice
President, General Counsel and Secretary of the Company since June
1994 and as Vice President, General Counsel and Secretary of the
Company from June 1991 to June 1994. Mr. Kesner was an attorney
in private practice for more than five years prior thereto.
Paul Amatucci. Mr. Amatucci has served as Executive Vice
President of ABN since September 1994. Mr. Amatucci was Vice
President - Sales of ABN and its predecessor for more than
five years prior thereto.
Josh Cantor. Mr. Cantor has served as Executive Vice President
- - General Manager of ABNH since November 1995 and Executive Vice
President of ABN since September 1994. Mr. Cantor was Vice
President - Sales of ABN and its predecessor for more than
five years prior thereto.
Sheldon Cantor. Mr. Cantor has served as Vice President-Corporate
Services of the Company since August 1993. Mr. Cantor
was Treasurer of the Company from July 1990 to August 1993, and
Vice President and Assistant Secretary from February 1990. Mr.
Cantor was Treasurer of USBC and its predecessor from January 1983
to July 1990.
Patrick J. Gentile. Mr. Gentile has served as Vice President of
the Company since June 1995 and as Controller since 1989 and has
been a continuous employee of the Company's predecessors since
1986.
<PAGE>
Sidney Levy. Mr. Levy has served as Managing Director of ABNB
since February 1994. Prior to joining ABNB, Mr. Levy was employed
as Managing Director of De La Rue Lerchundi in Spain since 1991 and
prior thereto was employed by Thomas De La Rue Grafica e Servicos
Ltda. in Brazil, serving in various management capacities.
Patrick D. Reddy. Mr. Reddy has served as Vice President and
Assistant Secretary of the Company since July 1990 and as Vice
President, Treasurer and Secretary from February 1990 to July 1990.
Mr. Reddy had been a continuous employee of the Company's
predecessors since 1969 and has held many positions during that
period, including Comptroller, Secretary and Treasurer.
Ward A. W. Urban. Mr. Urban has served as Treasurer of the
Company since August 1993 and as Vice President and Assistant
Secretary since June 1995. Mr. Urban was employed as an Assistant
Vice President in the leveraged finance department of Citibank,
N.A. since August 1988.
Robert K. Wilcox. Mr. Wilcox has served as Senior Vice President
- - Manufacturing of the Company since September 1995 and as
Executive Vice President - Operations and General Manager of ABN
since November 1995. Mr. Wilcox was Vice President of US
Operations for Transcontinental Printing and previously held senior
positions at the Bureau of Engraving and Printing as well as Gowe
Printing, Arcata Graphics and C.P.Y. Jeffries Banknote Co.
COMPLIANCE WITH SECTION 16(A)OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's
officers, directors and persons who own more than 10% of a
registered class of the Company's equity securities to file reports
of ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange. Officers,
directors and greater than 10% stockholders are required by
regulations promulgated by the Securities and Exchange Commission
to furnish the Company with copies of all forms they file pursuant
to Section 16(a) of the Exchange Act.
Based solely on review of the copies of such forms furnished
to the Company and written representations from the Company's
executive officers and Directors, the Company believes that during
the year ended December 31, 1995 all persons subject to the
reporting requirements of Section 16(a) filed the required reports
on a timely basis except for one late Form 3 filed February 1996 by
Mr. Arias, a non-resident of the United States, covering no
transactions following his election as Director during September
1995.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information for the
three years ended December 31, 1995, 1994 and 1993, regarding the
compensation of the Chief Executive Officer of the Company and each
of the other most highly compensated executive officers of the
Company who were serving at the end of the last completed year and
whose compensation exceeded $100,000 for 1995.
<TABLE>
<CAPTIONS> LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- -------------- -------
OTHER RESTRICTED
ANNUAL STOCK LTIP ALL OTHER
NAME AND COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) ($)(2) (#) ($) ($)(3)(4)(5)
- - ------------------ ---- --------- -------- ------ ------ ------ --- ------------
<S> <C> <C> <C> <S> <C> <C> <S> <C>
Morris Weissman 1995 750,000 -0- -- -- 250,000 -- 19,040
Chairman and Chief 1994 750,000 183,750 -- 183,750 -- -- 21,918
Executive Officer 1993 592,770 704,468 -- -- 250,000 -- 77,029
John T. Gorman 1995 234,168 81,957(6) -- -- -- -- 15,938
Executive Vice 1994 234,168 132,200 -- -- 20,000 -- 17,224
President and Chief 1993 234,164 175,716 -- -- -- -- 14,727
Financial Officer
Harvey J. Kesner 1995 173,824 30,000 -- -- -- -- 7,500
Senior Vice President 1994 151,440 60,000 -- -- 15,000 -- 7,500
General Counsel and 1993 145,600 80,000 -- -- -- -- 8,164
Secretary
</TABLE>
The following table sets forth certain information for two
additional individuals required to be disclosed pursuant to the
rules of the Securities and Exchange Commission but who were not
serving as executive officers at the end of the last completed
year:
<TABLE>
<S> <C> <C> <C> <S> <C> <C> <C> <C>
Ron K. Glover (7) 1995 216,671 -- -- -- -- -- 10,466(8)
1994 300,000 150,000 -- -- 275,000 -- 8,983
1993 -- -- -- -- -- -- --
Robert L.
Christophersen (9) 1995 129,439 41,602 -- -- -- -- 16,992
1994 184,896 89,230 -- -- 15,000 -- 21,074
1993 184,876 118,608 -- -- -- -- 17,597
</TABLE>
(1) The value of each of the named executive officer's perquisites
did not exceed the threshold for disclosure established under the
Securities and Exchange Commission's proxy rules.
(2) Amounts shown represent 91,875 shares of restricted stock
valued at $2.00 per share awarded on March 27, 1995 representing
50% of Mr. Weissman's 1994 bonus under the Executive Incentive
Plan. Restrictions lapse on one-third of the shares upon each of
the first three anniversaries of the date of award, except that all
such restricted stock immediately vests upon Mr. Weissman's death,
retirement, disability, termination or upon a "change in control."
Such shares are held pursuant to a grantor trust established by the
Company and subject to claims of the Company's creditors until the
<PAGE>
date restrictions on the shares lapse. Dividends are paid on these
shares as, when and if dividends are paid on Common Stock. No
named executive officers held any restricted stock at December 31, 1993.
(3) Amounts shown for 1993 consist of the following: (i)
contributions to the American Banknote Employees' Retirement Plan
(the "Retirement Plan"): Mr. Weissman ($10,000), Mr. Gorman
($10,000) and Mr. Kesner ($8,164); and (ii) premiums paid by the
Company with respect to life insurance: Mr. Weissman ($67,029) and
Mr. Gorman ($4,727).
(4) Amounts shown for 1994 consist of the following: (i)
contributions to Retirement Plan: Mr. Weissman ($7,500), Mr. Gorman
($7,500) and Mr. Kesner ($7,500); and (ii) premiums paid by the
Company with respect to life insurance: Mr. Weissman ($14,418) and
Mr. Gorman ($9,724).
(5) Amounts shown for 1995 consist of the following: (i)
contributions, to Retirement Plan: Mr. Weissman ($7,500), Mr.
Gorman ($7,500) and Mr. Kesner ($7,500); and (ii) premiums paid by
the Company with respect to life insurance: Mr. Weissman
($11,540) and Mr. Gorman ($8,438).
(6) Amount reflects the minimum annual bonus payable under the terms
of Mr. Gorman's employment agreement. See "Employment Agreements."
(7) Salary for 1994 and 1995 reflect partial years. Mr. Glover
resigned in July 1995. Amounts shown under "All Other
Compensation" for 1994 consist of $5,625 for Retirement Plan and
$3,538 for life insurance; and for 1995 $3,750 for Retirement Plan
and $6,716 for life insurance.
(8) Pursuant to a separation agreement, Mr. Glover also received a
lump sum payment of $800,000, $100,000 for post-termination consulting
services and approximately $275,000 discharge of indebtedness and
his prior employment agreement was canceled.
(9) Salary for 1995 reflects a partial year. Mr. Christophersen's
prior employment Agreement was not renewed as of July 1995 although
Mr. Christophersen continued on the Company payroll through October
1995 and thereafter as a consultant. Amounts shown for 1993
consist of $9,433 for Retirement Plan and $8,164 for life
insurance; for 1994 $7,500 for Retirement Plan and $13,574 for life
insurance; and for 1995 $7,500 for Retirement Plan and $9,492 for
life insurance.
<PAGE>
EMPLOYMENT AGREEMENTS
Mr. Weissman serves pursuant to an employment agreement with
the Company through December 31, 1999. Mr. Weissman's agreement is
subject to automatic extension unless advance notice of non-renewal
is given.
Mr. Weissman's agreement provides for his engagement as
Chairman and Chief Executive Officer of the Company. The agreement
provides a base salary of $750,000 with no guaranteed bonus. Mr.
Weissman participates in the Executive Incentive Plan and receives
an annual bonus equal to 6% of his annual base salary in 1994
(adjusted in each subsequent year by compounding the 1994 base
salary by 1.07) multiplied by the number of percentage points by
which "ROE" (as defined below) exceeds 10% up to a maximum annual
bonus equal to 200% of base salary.
ROE is defined as the fraction the numerator of which is equal
to the Company's pre-tax income (including income from minority
holdings, joint ventures, dividends from investments and like
income) before extraordinary charges or similar one-time
non-recurring losses or reserves not in the ordinary course plus
depreciation and amortization, and the denominator of which is
calculated as a simple average of the average monthly common equity
(beginning of month common equity plus end of month common equity
divided by two) for the calendar year.
Mr. Weissman's agreement also contains provisions for payment
in the event of disability or death in addition to maintenance of
certain life insurance and participation in Company benefit plans.
Upon termination in the event of his permanent disability, until
the earlier to occur of (i) recovery from such disability, (ii) the
date employment under the employment agreement was scheduled to
terminate or (iii) death, Mr. Weissman is entitled to receive 75%
of the then effective base salary and the pro rata amount of the
bonus he would have received for the year in which he became
permanently disabled based on the number of days he was not
disabled and during the time he receives 75% of his base salary all
other benefits he would have received but for the termination of
employment due to disability.
In the event Mr. Weissman's employment with the Company is
terminated by the Company (other than for cause) or is terminated
by Mr. Weissman for "good reason," Mr. Weissman is entitled to
receive a lump sum equal to the greater of his "Total Direct
Compensation" for 1994 or his "Estimated Total Direct Compensation"
then in effect, as if his employment agreement had remained in
effect for the entire Term (as extended pursuant to the agreement)
(or, if following a "change in control," the greater of such amount
<PAGE>
or $5,000,000), plus the value of his unexercised options and
maintenance of certain benefits for the remainder of the Term.
An employment agreement for Mr. Gorman provides a base salary
of $234,168 and terminates on July 25, 1997. For 1995, Mr.
Gorman's agreement provided for a minimum annual bonus in an amount
equal to the greater of 0.4% of EBITDA (the Company's consolidated
earnings before interest, taxes, depreciation and amortization,
subject to certain adjustments and excluding extraordinary charges
or similar one-time non-recurring losses or reserves not in the
ordinary course) plus certain extraordinary gains on disposition of
assets or 35% of base salary. The Company and Mr. Gorman are
discussing the terms under which modifications to Mr. Gorman's
employment agreement would be made which would eliminate the minimum
bonus in order to comply with the recommendations of the Company's
compemsation consultant, following a review of the Company's
compensation practices. Until July 1995, Mr. Kesner was employed
pursuant to a written employment agreement and is currently employed
on substantially equivalent terms but with no minimum annual bonus.
Mr. Gorman and Mr. Kesner are entitled to receive payments
upon non-renewal of their agreements by the Company or termination
of employment, disability or death in addition to maintenance of
certain life insurance and participation in Company benefit plans.
Payment upon termination of the "Term of Employment" includes a two
year consulting period for Mr. Gorman at 50% of base salary then in
effect and for Mr. Kesner, a lump sum of one times base salary then
in effect. Upon termination in certain circumstances, including for
"good reason" (defined as certain events following a "change in
control"), payment includes a lump sum of two times base salary
plus bonus then in effect for Mr. Gorman and one times base salary
plus bonus then in effect for Mr. Kesner, plus the value of
unexercised options held and maintenance of certain benefits for an
eighteen month period.
Mr, Christophersen retired from the Company in October 1995
and continues to provide consulting services to the Company through
October 1997 under the terms of his employment agreement at 50% of
his base salary in effect at termination per year.
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth for the Chief Executive Officer
and each of the other named executive officers of the Company: (a)
the number of options granted during 1995; (b) the percent such
number is of the total options granted to all employees in 1995;
(c) the exercise price per share; (d) the expiration date; and (e)
the potential realizable value of such options at certain assumed
rates of stock price appreciation.
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
------------------------------------------
% of
Total Potential Realizable Value at
Options Assumed Annual Rates of
Options Granted to Exercise Stock Price Appreciation
Granted Employees Price Expiration Option Term (2)
(#)(1) in 1995 ($/sh) Date 0%($) 5%($) 10%($)
-------- --------- ------ ---------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Morris Weissman . . .. 250,000 88% $2.187 4/11/05 $0 $343,927 $871,858
________
</TABLE>
(1) Options granted under the Long-Term Performance Plan. One-third
of the options vest and become fully exercisable upon
each of the first three anniversaries of the date of grant,
except that all such options immediately vest upon the
holder's death while still employed or termination of
employment in connection with a change in control. Payment of
the purchase price of shares acquired upon the exercise of
options generally may be in cash, by check, or by delivery of
shares of Common Stock, or by other permitted methods,
including broker-assisted "cashless exercise" methods.
(2) The amounts set forth are based on assumed appreciation of 0%
and the 5% and 10% rates as prescribed by the Securities and
Exchange Commission rules and are not intended to forecast
future appreciation, if any, of the stock price. The Company
did not use an alternate formula for a grant date valuation as
it is not aware of any formula which will determine with
reasonable accuracy a present value based on future unknown or
volatile factors. Actual gains, if any, on stock option
exercises and Common Stock holdings are dependent on the
future performance of the stock. There can be no assurance
that the amounts reflected in this table will be achieved.
OPTION EXERCISES AND FISCAL YEAR END VALUES
The following table sets forth for the Chief Executive Officer
and each of the other named executive officers of the Company: (a)
the number of shares of Common Stock acquired upon the exercise of
options during 1995; (b) the value realized from options exercised
during 1995; (c) the number of options held as of December 31,
1995, both exercisable and unexercisable; and (d) the value of such
options as of that date. No named executive officer exercised any
options during the last fiscal year.
<PAGE>
<TABLE>
<CAPTIONS>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUE AT LAST FISCAL YEAR END
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR END YEAR-END
ACQUIRED VALUE # EXERCISABLE(1)/ $ EXERCISABLE(1)/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Morris Weissman -- -- 782,500/333,333 0/ 0
John T. Gorman -- -- 132,666/ 13,334 0/ 0
Harvey J. Kesner -- -- 43,333/ 10,000 0/ 0
Robert L. Christophersen -- -- 85,750/ 10,000 0/ 0
</TABLE>
(1) Amounts shown exclude Performance Warrants held by Messrs.
Weissman, Gorman and Christophersen under the Company's Performance
Warrant Plan in the amounts of 139,500, 16,000 and 14,000,
respectively. All of such Performance Warrants are presently
exercisable through July 26, 2006 at an exercise price of $0.011
per share, subject to anti-dilution provisions. The aggregate
value of unexercised in-the-money Performance Warrants at 1995
fiscal year end was $172,841, $19,824 and $17,346 for Messrs.
Weissman, Gorman and Christophersen, respectively. Mr. Glover's
options expired following his resignation.
RETIREMENT PLAN
Effective April 1, 1994, the Board of Directors approved a
supplemental retirement plan for certain executives and management
employees of the Company (the "SERP"). In general, the SERP
provides that a participant retiring at age 65 will receive a
monthly retirement benefit equal to an amount determined, in the
case of the Company's senior executives including Messrs. Weissman,
Gorman and Kesner, by multiplying the participant's "final average
compensation" (as defined in the SERP) by a percentage equal to 3%
for each of the first ten years plus 1.5% for each of the next
twenty years, of service, or for junior level executives by a
percentage equal to, 2% for each of the first ten years, 1.5% for
each of the next ten years and 1% for each of the next ten years.
The result of the computation shall be decreased by a participant's
Social Security Benefit and any amounts available from the participant's
pension or profit sharing plan from the Company or its predecessors.
The retirement income shall be paid at normal or deferred retirement
date for life only with the appropriate actuarial reduction of a
joint and survivor election. Early retirement benefits are
available with a reduction of 2% for each year less than age 62.
No benefit will be provided prior to a participant achieving age 55
and 10 years of service. All participants will receive credit for
past service to the Company or any of its wholly-owned
subsidiaries. Amounts of compensation in excess of $300,000
<PAGE>
increased by 6% on each plan anniversary commencing April 1, 1995,
will not be considered when calculating plan benefits. The Company
has established a grantor trust to which the Company can contribute
assets that will be held subject to claims of the Company's
creditors until paid to SERP participants and their beneficiaries.
Mr. Weissman's benefit in the SERP is calculated based upon compensation
of $750,000. Mr. Weissman will be required to provide minimum numbers
of service years as provided in his agreement.
The following table shows the estimated annual benefit payable
to employees in various compensation and years of service
categories based upon the senior executive accrual rates. The
estimated benefits apply to an employee retiring at age sixty-five
in 1995 who elects to receive his or her benefit in the form of a
single life annuity. These benefits would be reduced by any
benefits attributable to the Company's (and its predecessors')
contributions (and the earnings thereon) to pension and/or
profit sharing plans and social security.
<TABLE>
PENSION PLAN TABLE
---------------------------------------------------------------------------------
YEARS OF SERVICE
------------------------------------------------------
REMUNERATION 10 15 20 25 30
------------ ------- ------- ------- -------- -------
<C> <C> <C> <C> <C> <C>
$100,000 $30,000 $37,500 $45,000 $52,500 $60,000
125,000 37,500 46,875 56,250 65,625 75,000
150,000 45,000 56,250 67,500 78,750 90,000
200,000 60,000 75,000 90,000 105,000 120,000
250,000 75,000 93,750 112,500 131,250 150,000
300,000 90,000 112,500 135,000 157,500 180,000
</TABLE>
DIRECTOR COMPENSATION
Non-employee Directors presently are paid $25,000 per annum
for serving as Directors and $2,000 for each meeting of the Board
of Directors attended in excess of four in any fiscal year.
Non-employee Directors receive $1,000 for each committee meeting
attended. Under the Company's 1992 Non-employee Directors Stock
Option Plan (the "1992 Directors Plan"), Messrs. Goldsmith, Hechler
and Rowe-Beddoe have each been granted options for 15,000 shares.
Under the 1992 Directors Plan, the options become fully exercisable
upon the termination of the holder as a Director of the Company due
to death, disability or retirement or upon a change of control.
Payment of the purchase price for shares acquired upon the exercise
of options may be in cash, by check or by delivery to the Company
of shares of Common Stock, including broker-assisted "cashless
exercise" methods. No options granted under the 1992 Directors
Plan have been exercised and no further grants will be made.
Under the terms of the Deferred Stock and Compensation Plan for
Non-employee Directors (the "Directors
<PAGE>
Plan"), each non-employee director elected at an annual meeting is
automatically awarded 1,300 Common Stock equivalents, which are held
in a director's deferred stock account. Directors elected or appointed
other than at an annual meeting are awarded a pro rata amount of
Common Stock equivalents. A Common Stock equivalent is the
hypothetical equivalent of the Common Stock that has a value on
any date equal to the mean of the high and low trading prices of
the Common Stock on such date, and is adjusted to reflect stock
dividends, splits and reclassifications. In January of the year
following the year of termination of services, each director receives
payment in shares of Common Stock equal to the balance of Common Stock
equivalents in his or her deferred stock account. In the event of a
change in control, Common Stock equivalents have a value based on
the highest price of the Common Stock during the thirty days preceding
such change in control and will be paid in cash or otherwise as the
Compensation Committee may prescribe. As a result of the Directors
Plan, 1,300 Common Stock equivalents were awarded to each of Ms. Anderson
and Messrs. Goldsmith, Hechler and Rowe-Beddoe and 650 Common Stock
equivalents were awarded to Dr. Arias during 1995.
Under the Directors Plan, a non-employee director may elect to
defer all or a portion of such director's annual retainer and other
fees, and such deferred amount is treated as if it were invested in
a putative debenture and credited to a deferred debenture account.
A putative debenture is a hypothetical debenture of the Company
that has a face value of $100, and bears interest at a rate equal
to the seven year U.S. Treasury Bond rate in effect the week prior
to the regular January meeting of the Board. The debentures are
convertible into Common Stock at a conversion rate determined by
dividing $100 by the mean of the high and low trading prices of the
Common Stock on the date the putative debenture is credited to the
director's deferred debenture account. An election to defer shall
be effective only with regard to annual retainer and fees earned no
earlier than six months following the director's election except as
otherwise provided under the Director Plan. An election shall be
irrevocable with regard to annual retainer and fees earned during
the period in which the election is in effect. Following
termination of service, the director will receive, in respect of
all amounts deferred under the Director Plan, five annual payments
in cash if the value of the putative debentures, plus the interest
accrued thereon, is greater than the value of the common Stock into
which the putative debentures are convertible. Otherwise such
amount shall be payable in Common Stock. In the event of a change
in control, the deferred amounts will be paid in cash or otherwise
as the Compensation Committee may prescribe.
The Company does not provide any Director retirement benefits.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table reflects the number of shares of Common
stock beneficially owned on April 15, 1996 by each Director, each
nominee for Director, each of those executive officers named in the
Summary Compensation Table on page 6, by all Directors and
executive officers as a group and by each other person known to the
Company to own as of such date more than 5% of any class of equity
securities of the Company.
<TABLE>
<CAPTIONS>
AMOUNT AND PERCENTAGE
NATURE OF OF CLASS
BENEFICIAL BENEFICIALLY
NAME AND ADDRESS OWNERSHIP(1)(2) OWNED
---------------- ------------ -----
<S> <C> < c>
Bette B. Anderson 3,100 *
Dr. Oscar Arias S. 650 *
C. Gerald Goldsmith 18,700 *
John T. Gorman 235,566(4) 1.2%
Ira J. Hechler 231,800 1.2%
Harvey J. Kesner 46,333 *
David S. Rowe-Beddoe 17,600 *
Alfred Teo(3) 1,508,500 7.7%
Morris Weissman 2,123,578(4)(5)(6) 10.3%
All Directors and executive 2,677,327(4)(5)(6) 12.8%
officers as a group
(8 persons)
Peter Cohn(7) 1,474,431 7.6%
535 West 110th Street
New York, NY 10025
</TABLE>
----------------
(1) Unless otherwise indicated, each stockholder has sole voting
and investment power. Excludes former executive officers for which
ownership information is not available.
(2) Includes Common Stock issuable upon the exercise of stock
options exercisable within 60 days of April 15, 1996 in the amount
of 15,000, 132,666, 15,000, 43,333, 15,000 and 865,833 for Messrs.
Goldsmith, Gorman, Hechler, Kesner, Rowe-Beddoe and Weissman, and
1,086,832 for all Directors and executive officers as a group,
respectively. Includes Director Common Stock equivalent units
under the Deferred Stock and Compensation Plan for Non-employee
Directors in the amount of 2,600, 650, 2,600, 2,600, and 2,600 for
Ms. Anderson, Dr. Arias and Messrs. Goldsmith, Hechler and Rowe-Beddoe,
respectively.
(3) Nominee for election as a director at the Annual Meeting. Mr.
Teo's address is c/o Sigma Plastics Group, Page & Schuyler Avenue,
Lyndhurst, NJ 07071.
<PAGE>
(4) Includes Common Stock issuable upon the exercise of
performance warrants issued under the Company's Performance
Warrant Plan that are exercisable within 60 days of April 15, 1996
in the amount of 139,500, 16,000 and 155,500 for Messrs. Weissman,
Gorman and all Directors and executive officers as a group,
respectively.
(5) Includes (i) 70,000 shares held by spouse and (ii) 60,000
shares as to which Mr. Weissman has sole voting power and a right
of first refusal with respect to any future sales.
(6) Excludes 61,250 shares of restricted Common Stock as to which
Mr. Weissman disclaims beneficial ownership, issued March 27, 1995
in lieu of a portion of Mr. Weissman's 1994 bonus.
(7) Based on a Schedule 13D Statement dated December 15, 1994 as
filed with the Securities and Exchange Commission.
* Less than 1%.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company retains Kelly, Anderson, Pethick & Associates, of
which Ms. Anderson, a Director, is President and an owner, for
marketing and business development services primarily involving the
Company's government contracts business. Pursuant to an agreement
entered October 1, 1995, the Company is billed at a customary hourly
rate for services performed subject to a minimum retainer of $5,000
per month. During 1995, the Company paid approximately $94,900 for
services performed. The Company has for many years prior to Ms.
Anderson's election as a Director utilized the services of Ms.
Anderson's firm as a government consultant.
LOANS TO EXECUTIVE OFFICERS
On April 13, 1995, the Company loaned Mr. Weissman $185,750.
The loan bears interest, payable annually, at a rate equal to the
rate published by Citibank, NA as its base rate, from time to time.
The loan matures on April 13, 1998. On March 31, 1996, the amount
outstanding under the loan was approximately $200,046, which was
the maximum amount outstanding to date.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN BANKNOTE CORPORATION
Registrant
By: s/ Harvey J. Kesner
Harvey J. Kesner
Senior Vice President,
April 29, 1996