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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. 2)
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)
November 21, 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 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: 447,400
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: Not Applicable
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 447,400
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: Not Applicable
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. 2 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 (the "Reporting Person")), 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 July 1995, the
Reporting Person filed Amendment No. 1 to the Schedule 13D ("Amendment
No. 1") with the Commission with respect to the common stock, no par
value, of the Company (the "Common Stock"). Unless otherwise
indicated, all capitalized terms used herein shall have the meanings
ascribed to them in Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration.
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The shares of Common Stock acquired by the Reporting Person since
the filing of Amendment No. 1 were acquired in open market
transactions at a total cost of $34,941.25 (including 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.
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On November 21, 1996, Morris Weissman, the Chairman of the Board
and Chief Executive Officer of the Reporting Person, sent
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the following letter to George Whitton, the Chairman and Chief
Executive Officer of the Company:
November 21, 1996
VIA FAX #: 416.245.6701
Mr. George Whitton
Chairman & CEO
International Verifact, Inc.
79 Torbarri Road
Toronto, Ontario, Canada M3L 1G5
Dear George:
As you know, we have been an investor in International
Verifact, Inc., common stock for over 1-1/2 years and previously in
Soricon. During that time we have seen the stock rise to a high of 9-
1/4. Unfortunately, the stock presently trades at 5, near its low for
the last 16 months despite one of the great bull markets in the last
several decades.
Although we have remained a supportive investor and have
offered to assist in expanding I.V.I.'s business geographically, there
has not been a positive response from your organization. Our
Australasian subsidiary has been waiting to hear from your
organization for quite some time. Your Vice President of Sales (Latin
America) never followed up with us regarding the Brazilian or Mercusor
markets.
The performance of I.V.I. over the last ten months has been
extremely disappointing and does not seem to be improving at any
accelerated rate. Needless to say, we and your other shareholders
have suffered and while I do not know the outlook for the 4th quarter
of 1996 or for 1997, I suspect it is not substantially better than
prior performance.
We believe that a "fresh look" at the I.V.I. business is
long overdue. I.V.I. Management and its Board of Directors should
immediately undertake an objective evaluation of business strategies
so as to maximize shareholder value. In this regard we are of the
opinion that there may be an opportunity for a
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strategic transaction between our two companies that could result in
significant benefits and synergies that could enhance shareholder
value.
We would very much like the opportunity to meet with you as
soon as possible to begin exploring the benefits and synergies that
could be achieved with a view towards determining if the basis exists
for a mutual beneficial transaction. If, following our discussions
and reviews, we both conclude that there are attractive opportunities
from a business operations standpoint, I am confident that we could
agree upon terms of a transaction that would be favorably received by
your shareholders.
George, I hope that you share our views regarding the
urgency of these matters and I look forward to your prompt response.
Sincerely,
/s/Morris Weissman
Depending upon the Company's response to the Reporting Person's
letter and the course of action that the Reporting Person determines
to pursue, the Reporting Person 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 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 and the matters disclosed in Item 4 of
Amendment No. 1 represent the range of activities presently
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contemplated by the Reporting Person with respect to the Company and
the Common Stock and other securities, it should be noted that the
possible activities of the Reporting Person are subject to change at
any time.
Except as discussed in this Item 4 and in Item 4 of Amendment No.
1, the Reporting Person 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 5. Interest in Securities of the Issuer.
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(a) The Reporting Person beneficially owns 447,400 shares of
Common Stock (including warrants to acquire 77,500 shares),
representing approximately 6.36% of the shares of Common
Stock outstanding. (Percentages are based upon 6,953,000 weighted
average number of shares of Common Stock reported outstanding as of
September 30, 1996 as set forth in the Form 6-K for the nine months
ended September 30, 1996 as filed by the Company with the Commission.)
(b) The Reporting Person has the sole power to vote and dispose
of the shares of Common Stock and warrants which it beneficially owns.
(c) Except for the sale of 2,000 shares of Common Stock in an
open market transaction on February 8, 1996 at $8.00 per share and the
purchase of 6,500 shares of Common Stock in an open
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market transaction on March 28, 1996 at $5.375 per share, none of the
persons identified in Item 1 of Amendment No. 1 has effected any
transactions in the Common Stock since the filing of Amendment No. 1.
(d) - (e) Not applicable.
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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: November 21, 1996
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