As filed with the Securities and Exchange Commission on August 22, 1997
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
AMERICAN BANKNOTE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
13-0460520
(IRS Employer
Identification No.)
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 557-9100
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
HARVEY J. KESNER, ESQ.
GENERAL COUNSEL
AMERICAN BANKNOTE CORPORATION
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 557-9100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
SCOTT S. ROSENBLUM, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 715-9100
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after this Registration Statement becomes
effective, as determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE>
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _____________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
--------------------------- ---------- --------------- ------------------ ----
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value.......................... 2,015,000(2) $5.375 $10,830,625 $3,282
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. The
registration fee for the shares of Common Stock being registered hereby,
$3,282, has been calculated pursuant to Section 6(b) of, and Rule 457(c)
under, the Securities Act of 1933, as amended (the "Securities Act"), based
on the average of the high and low sales prices of the Common Stock as
reported by the New York Stock Exchange on August 18, 1997.
(2) Includes: (i) up to 1,850,000 shares of Common Stock issuable upon
converversion of the Zero Coupon Convertible Subordinated Debenture of the
Company (the "Debenture") and the exercise of the A-Warrants, B-Warrants
and Redemption Warrants issued in connection with the Debenture
(collectively, the "Debenture Warrants"), (ii) and 125,000 shares of Common
Stock issuable upon exercise of Warrants held by a Selling Stockholder (the
"S.A. Warrants" and, together with the "Debenture Warrants," the
"Warrants"), and (iii) 40,000 shares of Common Stock beneficially owned by
a Selling Stockholder. For purposes of estimating the number of shares of
Common Stock to be included in this Registration Statement, the Company
calculated the number of shares of Common Stock issuable in connection with
the conversion of the Debenture and the exercise of the Debenture Warrants
using an arbitrary conversion price and exercise price. In addition to the
shares set forth in the table, which represents a good faith estimate of
the number of shares underlying the Debenture and the Debenture Warrants,
the amount to be registered includes an indeterminate number of shares
issuable upon conversion or in respect of the Debenture and upon exercise
of the Debenture Warrants, as such number may be adjusted as a result of
stock splits, stock dividends and anti-dilution provisions (including the
floating rate conversion mechanism set forth in the Debenture) in
accordance with Rule 416 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PROSPECTUS
Subject to Completion, Dated August 22, 1997
2,015,000 SHARES
-------------
AMERICAN BANKNOTE CORPORATION
---------------
COMMON STOCK
($.01 Par Value)
---------------
This Prospectus relates to the offer and sale of up to 2,015,000 shares
(the "Shares") of the common stock, $.01 par value (the "Common Stock"), of
American Banknote Corporation ("American Banknote" or the "Company"). The Shares
will be offered for sale by certain stockholders of the Company (the "Selling
Stockholders"), or by pledgees, donees, transferees or other successors in
interest, from time to time in one or more transactions (which may involve block
transactions) effected on the New York Stock Exchange (or any national
securities exchange or U.S. inter-dealer quotation system of a registered
national securities association, on which the Shares are then listed), in sales
occurring in the public market off such exchange, in privately negotiated
transactions, through the purchase or writing of options on the Shares, short
sales or in a combination of such methods of sale. Such methods of sale may be
conducted at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Stockholders
may effect such transactions directly, or indirectly through broker-dealers or
agents acting on their behalf, and in connection with such sales, such
broker-dealers or agents may receive compensation in the form of commissions or
discounts from the Selling Stockholders and/or the purchasers of the Shares for
whom they may act as agent or to whom they sell Shares as principal or both
(which commissions or discounts are not anticipated to exceed those customary in
the types of transactions involved). To the extent required, the names of any
agents or broker-dealers, and applicable commissions or discounts and any other
required information with respect to any particular offer of Shares by the
Selling Stockholders, will be set forth in a Prospectus Supplement. Any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 under the Securities Act of 1933, as amended (the "Securities Act"), may be
sold under Rule 144 rather than pursuant to this Prospectus. See "Selling
Stockholders" and "Plan of Distribution."
The 2,015,000 shares referred to above is an estimate of the number of
shares offered hereby. The number of shares included in the registration
statement of which this Prospectus is a part, and offered hereby, is
indeterminate, is subject to adjustment and could be materially less or more
than such estimated number depending on factors which cannot be predicted at
this time. See "Selling Stockholders."
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. All expenses of registration
incurred in connection with this offering are being borne by the Company, but
all brokerage commissions and other expenses incurred by individual Selling
Stockholders will be borne by each such Selling Stockholder.
The Selling Stockholders and any dealer acting in connection with the
offering of any of the Shares or any broker executing selling orders on behalf
of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of any
<PAGE>
or all of the Shares by them and any discounts or concessions received by any
such brokers or dealers may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Common Stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "ABN." The last reported sale price of the Common Stock on
August 19, 1997 was $5 13/16 per share.
---------------
SEE INVESTMENT CONSIDERATIONS BEGINNING ON PAGE 6 FOR CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY POTENTIAL INVESTORS.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is August 22, 1997.
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Copies of reports, proxy statements
and other information filed by the Company with the Commission can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and also are
available for inspection at the Commission's regional offices located at 500
West Madison, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
Suite 1300, New York, New York 10048 and the Commission website at
(http://www.sec.gov). Copies of such material also can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Such reports, proxy statements and other
information may also be inspected at the offices of the NYSE at 20 Broad Street,
New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments thereto, the "Registration Statement")
under the Securities Act with respect to the Shares. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete
and, with respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement is
deemed qualified in its entirety by such reference. The Registration Statement
and the exhibits thereto can be inspected and copied at the public reference
facilities maintained by the Commission, regional offices and the offices of the
Commission and of the NYSE referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
The Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1997;
The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1997;
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996; and
The description of the Common Stock contained in the Company's
Registration Statement on Form 8-B filed with the Commission on
September 30, 1993 under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All reports and other documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then
3
<PAGE>
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, or contained in
this Prospectus, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, on the
written or oral request of such person, a copy of any and all of the information
that has been or may be incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by reference into the
information that this Prospectus incorporates). Such written or oral request
should be directed to the Secretary, American Banknote Corporation, 200 Park
Avenue, New York, New York 10166.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus, in Prospectus Supplements and in
certain documents incorporated by reference in this Prospectus and such
Prospectus Supplements constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). Such forward-looking statements involve unknown and uncertain risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from any future results, performance, or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: general economic, political, market and business conditions, which
will among other things, affect demand for the Company's products; economic
conditions, inflation, tax policy and currency exchange rates in those foreign
countries in which the Company generates a large portion of its sales and
earnings (including Brazil and Australia) as well as the terms of acquisition
indebtedness in foreign countries which will, among other things, affect the
Company's ability to service its debt; new product development and technological
advances which will, among other things, affect the Company's printing business
and certain government contract performance; new plant start-up conditions which
will, among other things, affect the profitability of the Company's Brazil and
United States operations during 1997; seasonality; competition; changes in
business strategy or expansion plans; raw material costs and availability;
customer inventory levels; the loss of any of the Company's significant
customers; the ability to achieve anticipated cost reductions and synergies; the
possibility of unsuccessful bids for government contracts; changes in, or the
failure of the Company to comply with, government regulations, bid requirements
or product specifications; and other factors referenced in this Prospectus.
Other forward looking risks affecting the Company's business are as described in
filings with the Commission under the Exchange Act. Given these uncertainties,
prospective investors are cautioned not to place undue reliance on such
forward-looking statements.
4
<PAGE>
THE COMPANY
American Banknote, through its subsidiaries in the United States,
Brazil, Australia and New Zealand, supplies anti-fraud and anti-counterfeit
security products and services associated with those products. The Company's
products include bank cards (credit, debit, and ATM), stored-value telephone
cards, EFT/POS terminals, document management, foreign currency, bank checks,
travelers cheques, treasury cheques, food coupons, passports, birth
certificates, driver's licenses and gift certificates as well as related
personalization and distribution of those products. The Company is also the
world leader in transaction card security supplying holograms for VISA,
MasterCard, Discover and Europay cards. For more than 200 years, American
Banknote has been producing products designed to obstruct fraud and
counterfeiting and continues to do so in the rapidly emerging field of
electronic commerce.
The Company is a diversified holding company. Its wholly-owned domestic
subsidiary, American Bank Note Company ("ABN"), its wholly-owned Australia/New
Zealand subsidiary, Leigh-Mardon Pty. Ltd. ("ABAL"), and its majority-owned
(77.5%) Brazil subsidiary, American Bank Note Company Grafica e Servicos Ltda.
("ABNB"), provide the Company with ownership of the largest private sector
security printing business in North America, Australia and Brazil. The Company
believes that it is one of the largest private sector security printers in the
world.
In the United States, the Company's products include stock and bond
certificates, U.S. Department of Agriculture food coupons, United States Postal
Service products, travelers cheques, foreign currency and commercial documents
such as gift certificates, coupons, reward statements and bank checks.
In Australia and New Zealand, the Company's ABAL security print
business represents Australia's oldest and largest security printer producing
financial cards, stored value, telephone and smart cards, personalization and
mailing services, bank and personal checks, bar codes, drivers licenses,
electronic printing and payment systems as well as EFT/POS terminals for these
and other systems.
In Brazil, the Company is a leading private sector check printer, as
well as a leading financial card and pre-paid telephone card manufacturer. ABNB
produces a wide variety of printed documents for governmental and commercial
customers in Brazil and neighboring countries, including motor vehicle
registration forms, luncheon vouchers, drivers licenses, check printing, check
personalization, continuous forms, deposit slips, financial cards and insurance
policies. ABNB has grown its business through acquisitions to include the
operation of various in-house printing services facilities of major banks in
Brazil, including Banco Bradesco, Unibanco, Companhia Melhoramentos de Sao Paolo
and others.
American Bank Note Holographics, Inc. ("ABNH"), a wholly-owned
subsidiary, is the world's largest producer of holograms for security
applications. Holographic products include holograms with security and
anticounterfeiting features for products such as credit cards and identification
cards and product authentication labels. To date, ABNH has produced and sold
over 6 billion holograms for use on bank credit cards. ABNH the principal
producer of holograms for MasterCardTM, VISATM, EuropayTM, and DiscoverTM,
credit cards in use around the world. Holograms manufactured by ABN-Holographics
have been used as security labels to authenticate computer equipment, computer
software, video cassettes, transit and transportation passes, Pachinko cards and
auto parts with many leading brand-name products. The Company's see-through
holographic laminates have been used for national identification cards and for
drivers licenses in the United States and abroad.
5
<PAGE>
Unless the context otherwise indicates, references herein to American
Bank Note or the Company are to American Banknote Corporation and its
subsidiaries. The principal executive offices of the Company are located at 200
Park Avenue, New York, New York 10166, and its telephone number is (212)
557-9100.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds from the sale of the Shares will be received by the
Selling Stockholders.
INVESTMENT CONSIDERATIONS
Prospective purchasers of Shares should carefully consider all of the
information set forth in this Prospectus and, in particular, the following
factors:
LEVERAGE AND DEBT SERVICE. The Company and its subsidiaries are highly
leveraged. At June 30, 1997, total consolidated long-term debt, excluding the
current portion ($21.7 million), was approximately $255.6 million (representing
approximately 84% of total capitalization).
The high level of the Company's indebtedness, pose certain risks to
holders of the Company's Common Stock, including the risk that the Company might
not generate sufficient cash flow to service the Company's obligations and the
risk that the Company's capacity to respond to market conditions, extraordinary
capital needs and other factors could be adversely affected.
The Company's ability to service its debt depends upon the future
performance of the Company's subsidiaries, which will be subject to prevailing
economic and competitive conditions and to other factors, including the
continued ability to generate cash at the Company's operating subsidiaries, to
distribute that cash to the Company for debt service and to repatriate funds
from foreign subsidiaries, particularly ABNB. The terms of certain non-recourse
acquisition debt incurred to acquire ABAL does not permit dividends to be paid
to the Company until the obligation has been paid.
Other future acquisitions and joint ventures in which the Company does
not maintain 100% ownership, foreign legal and tax requirements and the terms of
any acquisition debt incurred may further restrict the ability of newly acquired
subsidiaries and joint venture investments to declare and pay dividends or make
distributions.
The Company expects to seek to refinance the 10-3/8% Senior Notes
issued pursuant to the Indenture dated as of May 15, 1992 between the Company
and Chemical Bank, as Trustee, as amended (the "10-3/8% Senior Notes"), and the
11-5/8% Senior Notes, Series B, issued pursuant to the Indenture dated as of May
1, 1994 between the Company and The First National Bank of Boston, as Trustee,
as amended (the "11-5/8% Senior Notes"), at or before their respective
maturities; however, no assurance can be given as to the Company's ability to
refinance such obligations, that the Company's revolving credit facility will be
available when required or that prevailing interest rates will be advantageous
to the Company. In the event that the Company is unable to refinance its
indebtedness as it matures or raise
6
<PAGE>
funds through asset sales, sales of equity or otherwise, the Company's
stockholders' could be adversely affected.
For the six months ended June 30, 1997, the Company had made all
required interest payments and was in compliance with its financing agreements.
Certain financing agreements contain covenants which restrict the Company from
incurring additional indebtedness without consent, except for borrowings under
certain bank borrowing agreements, lease financings in the normal course of
business, intercompany indebtedness and other obligations entered into in the
ordinary course of business. Additionally, the Company and its subsidiaries are
restricted from declaring or paying a cash dividend or making any distributions
on its capital stock, purchasing or redeeming any equity interests or making
investments, with certain exceptions.
IMPACT OF INFLATION AND FOREIGN OPERATIONS. The annual inflation rate
in Brazil has decreased substantially to approximately 10% for 1996 and 23% for
1995 as compared to 941% for 1994. The Company's domestic and ABNB's operations
are not significantly affected by inflation. Inflation and currency exchange
rate fluctuation in countries in which the Company generates a large portion of
its sales and earnings (including Brazil and Australia which accounted for
approximately 53% and 16% of sales and 76% and 19% of operating earnings
respectively in 1996, before allocation of corporate overhead) could adversely
affect the Company.
The Company's foreign exchange exposure policy generally calls for
selling its domestic manufactured product in US dollars and, in the case of ABNB
and ABAL, selling in their national currencies, in order to minimize
transactions occurring in currencies other than those of the originating
country. The Company has, from time to time, entered into foreign currency
option contracts to limit the effect of currency fluctuations on future expected
cash receipts from Brazil which are used for general parent company purposes
including debt service. The options generally have covered periods from two to
four months from the date of purchase. Such activities may be discontinued at
any time depending on, among other things, management's views concerning future
exchange rates and the cost of such contracts. The Company has not engaged in
material hedging activities. Currently, repatriation of earnings from ABNB is
permitted, subject to certain regulatory approvals. Dividends or distributions
from Brazil could be subject to government restrictions in the future. The
Company in 1996 received $9.9 million in dividends from ABNB.
Earnings on foreign investments, including operations and earnings of
foreign companies in which the Company may invest or rely upon for sales, are
generally subject to a number of risks, including high rates of inflation,
currency exchange rate fluctuations, trade barriers, exchange controls,
government expropriation and political instability and other risks. These
factors may affect the results of operations in selected markets included in the
Company's growth strategy, such as in Latin America and Asia. The Company's
financial performance on a dollar-denominated basis can be significantly
affected by changes in currency exchange rates and inflation. The Company's cash
balances and borrowings in foreign currency can mitigate the effect of
fluctuating currency exchange rates; however, borrowings and investments in
foreign currency and markets may not be available or practical and may face
local interest rate and principal risks. In addition, adverse changes in foreign
interest and exchange rates could adversely affect the Company's ability to meet
its interest and principal obligations as well as applicable financial covenants
with respect to its dollar-denominated debt, including the 10-3/8% Senior Notes,
the 11-5/8% Senior Notes and other indebtedness of the Company.
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<PAGE>
POTENTIAL FOR DILUTION. As of August 18, 1997, the Debenture in the
aggregate principal amount of approximately $5,021,000 was issued and
outstanding. The Debenture is convertible into such number of shares of Common
Stock as is determined by dividing the Accreted Principal Balance of the
Debenture (the aggregate principal amount of the Debenture as increased by a
premium based on the number of days the Debenture is held and a percentage rate
of 6% per annum) by the then current Conversion Price (which is determined by
reference to the then current market price of the Common Stock based upon a
formula set forth in the Debenture). Depending on market conditions at the time
of conversion, the number of shares issuable could prove to be significant in
the event of a decrease in the trading price of the Common Stock. Purchasers of
Common Stock could therefore experience substantial dilution upon conversion of
the Debenture. The shares of Common Stock into which the Debenture may be
converted are being registered pursuant to this Registration Statement.
As of August 18, 1997, A-Warrants to purchase 140,000 shares of Common
Stock issued to the purchaser of the Debenture and exercisable over the next two
years at a price of $5.70 (as may be adjusted from time to time pursuant to
certain antidilution provisions) were outstanding and B-Warrants to purchase
75,000 shares of Common Stock issued to the purchaser of the Debenture and
exercisable over the next three years at a price of $6.4125 (as may be adjusted
from time to time under certain antidilution provisions) were outstanding. In
addition, pursuant to the terms of the Debenture and subject to certain terms
and conditions contained therein, in the event the Company redeems the
Debenture, the Company will be obligated to issue the Redemption Warrants in an
amount based on the Accreted Principal Balance which have a five year term and
an exercise price which is determined by reference to the then current market
price of the Common Stock. Purchasers of Common Stock could therefore experience
substantial dilution upon exercise of the Debenture Warrants. The shares of
Common Stock issuable upon exercise of the Debenture Warrants are being
registered pursuant to this Registration Statement.
As of August 18, 1997, 1,850,000 shares of Common Stock were reserved
for issuance upon conversion of the Debenture and exercise of the Debenture
Warrants. On August 5, 1997, there were 20,279,848 shares of Common Stock
outstanding.
SELLING STOCKHOLDERS
The Shares were issued in one or more private placement transactions to
the Selling Stockholders. The following table sets forth certain information
with respect to the Selling Stockholders as of August 18, 1997, as follows: (i)
the name and position or other relationship with the Company within the past
three years of each Selling Stockholder; (ii) the number of the Company's
outstanding shares of Common Stock beneficially owned by each Selling
Stockholder (including shares obtainable under options exercisable within sixty
(60) days of such date) prior to the offering hereby; (iii) the number of shares
of Common Stock being offered hereby; and (iv) the number and percentage of the
Company's outstanding shares of Common Stock to be beneficially owned by each
Selling Stockholder after completion of the sale of Common Stock being offered
hereby. There is no assurance that any of the Selling Stockholders will sell any
or all of the shares offered hereby.
8
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Selling Stockholders at August 18, 1997(1) Number of After Offering
- -------------------- --------------------- Shares Covered --------------------------
Number by this Number Percent
of Shares Prospectus of Shares of Class
--------- ---------- --------- --------
<S> <C> <C> <C> <C>
RGC International Investors, 1,850,000(2) 1,850,000 0 *
LDC
Stephen Allen 125,000(3) 125,000 0 *
Diversified Investors 40,000 40,000 0 *
Corporation
Total 2,015,000 2,015,000 0 *
</TABLE>
(1) Except as otherwise noted, the information contained in the table above
reflects "beneficial" ownership of the Common Stock within the meaning of
Rule 13d-3 under the Exchange Act. On August 5, 1997, the Company had
20,279,848 shares of Common Stock outstanding.
(2) The number of shares set forth in the table represents an estimate of the
number of shares of Common Stock to be offered by the Selling Stockholder.
The actual number of shares of Common Stock issuable upon conversion of the
Debenture and exercise of the Debenture Warrants is indeterminate, is
subject to adjustment and could be materially less or more than such
estimated number depending on factors which cannot be predicted by the
Company at this time, including, among other factors, the future market
price of the Common Stock. The actual number of shares of Common Stock
offered hereby, and included in the Registration Statement of which this
Prospectus is a part, includes such additional number of shares of Common
Stock as may be issued or issuable upon conversion of the Debenture and
exercise of the Debenture Warrants by reason of the floating rate
conversion price mechanism or other adjustment mechanisms described
therein, or by reason of any stock split, stock dividend or similar
transaction involving the Common Stock, in order to prevent dilution, in
accordance with Rule 416 under the Securities Act. Specifically, pursuant
to the terms of the Debenture, the holder may convert, subject to certain
exclusion, up to certain specified portions of the Debenture at various
time intervals as specified in the Debenture, provided that no conversions
are permitted within 25 days of the date of issuance at a conversion price
below the closing sale price of the Common Stock on the date of issuance,
at a conversion price equal to the Pursuant to the terms of the Debenture
and the Debenture lesser of (i) the closing sale price of the Common Stock
for the two consecutive trading days yielding the lowest average price
during the 25 trading day period preceding the notice of conversion and
(ii) $6.00. Warrants, the Debenture and the Debenture Warrants are
convertible or exercisable by any holder only to the extent that the number
of shares of Common Stock thereby issuable, together with the number of
shares of Common Stock owned by such holder and its affiliates (but not
including shares of Common Stock underlying the unconverted portion of the
Debenture or the unexercised portions of the Debenture Warrants) would not
exceed 4.9% of the then outstanding Common Stock as determined in
accordance with Section 13(a) of the Exchange Act. Accordingly, the number
of shares of Common Stock set forth in the table for this Selling
Stockholder exceeds the number of shares of Common Stock that this Selling
Stockholder could own beneficially at any given time through their
ownership of the Debenture and the Debenture Warrants. In that regard,
beneficial ownership of this Selling Stockholder set forth in the table is
not determined in accordance with Rule 13d-3 under the Exchange Act.
(3) Includes 125,000 shares of Common Stock issuable upon the exercise of
currently exercisable Warrants.
* Less than 1.0%
9
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that the Shares may
be sold from time to time by the Selling Stockholders, or by their pledgees,
donees, transferees or other successors in interest, in one or more transactions
on the New York Stock Exchange (or any national securities exchange or U.S.
automated interdealer quotation system of a registered national securities
association on which shares of Common Stock are then listed), in sales occurring
in the public market off such exchange, in negotiated transactions, through the
purchase or writing of options on the Shares, short sales or in a combination of
such methods of sale. The Shares will be sold at prices and on terms then
prevailing, at prices related to the then-current market price of the Shares, or
at negotiated prices. The Company has been advised that the Selling Stockholders
may effect sales of the Shares directly, or indirectly by or through agents or
broker-dealers and that the Shares may be sold by one or more of the following
methods: (a) ordinary brokerage transactions, (b) purchases by a broker-dealer
as principal and resale by such broker-dealer for its own account, and (c) in
"block" sale transactions. At the time a particular offer is made, a Prospectus
Supplement, if required, will be distributed that sets forth the name or names
of agents or broker-dealers, any commissions and other terms constituting
selling compensation and any other required information. Moreover, in effecting
sales, broker- dealers engaged by any Selling Stockholder and/or the purchasers
of the Shares may arrange for other broker-dealers to participate in the sale
process. Broker-dealers will receive discounts or commissions from the Selling
Stockholder and/or the purchasers of the Shares in amounts which will be
negotiated prior to the time of sale. Sales will be made only through
broker-dealers registered as such in a subject jurisdiction or in transactions
exempt from such registration. The Company has not been advised of any
definitive selling arrangement at the date of this Prospectus between any
Selling Stockholder and any broker-dealer or agent. It is also possible that a
Selling Stockholder will attempt to sell shares of Common Stock in block
transactions to purchasers at a price per share which may be below the then
market price. Any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus. The Shares are being sold by the Selling
Stockholders acting as principals for their own account. The Company will not be
entitled to any proceeds from the sale of any Shares sold by the Selling
Stockholders as part of this offering. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all brokerage
commissions and other expenses incurred by individual Selling Stockholders will
be borne by each such Selling Stockholder.
In connection with the distribution of the Shares, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders may also sell the Shares short and
redeliver the Shares to close out the short positions. The Selling Stockholders
may also enter into option or other transactions with broker-dealers which
require the delivery to the broker-dealer of the Shares. The Selling
Stockholders may also loan or pledge the Shares and such lender or pledgee may
sell the Shares so loaned or upon a default may effect sales of the pledged
shares.
The Selling Shareholders and any dealer participating in the distribution
of Shares or any broker executing selling orders on behalf of the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.
10
<PAGE>
Any broker or dealer participating in any distribution of Shares in
connection with the offering made hereby may be deemed to be an "underwriter"
within the meaning of the Securities Act and may be required to deliver a copy
of this Prospectus, including a Prospectus Supplement, to any person who
purchases any of the Shares from or through such broker or dealer.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for the
Company by Kramer, Levin, Naftalis & Frankel.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
11
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY SHARES OF COMMON STOCK BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
PAGE
----
Available Information..................................................... 3
Incorporation of Certain Documents
by Reference............................................................ 3
The Company............................................................... 5
Use of Proceeds........................................................... 6
Investment Considerations................................................. 6
Selling Stockholders ..................................................... 8
Plan of Distribution .................................................... 10
Legal Matters............................................................. 11
Experts................................................................... 11
================================================================================
================================================================================
2,015,000 SHARES
AMERICAN BANKNOTE
CORPORATION
Common Stock
-------------
PROSPECTUS
-------------
August 22, 1997
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The table below sets forth the expenses expected to be incurred and borne
solely by the Company in connection with the registration of the shares of
Common Stock offered hereby:
SEC registration fee....................... $ 3,282
Legal fees and expenses.................... 5,000
Accounting fees and expenses............... 15,000
Miscellaneous.............................. 718
---------------
Total.................................. $ 24,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the DGCL provides for indemnification of directors and
officers. If a director or officer is successful on the merits or otherwise in a
legal proceeding, he must be indemnified against expenses, including attorney's
fees, actually and reasonably incurred by him in connection therewith. Further,
indemnification is permitted in both third-party and certain derivative suits if
such director or officer acted in good faith and for a purpose he reasonably
believed was in the best interests of the Company, and if, in the case of a
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Indemnification under this provision applies to judgments, fines,
amounts paid in settlement and reasonable expenses, in the case of third party
actions, and amounts paid in settlement and reasonable expenses, in the case of
derivative actions. In a derivative action, however, a director or officer may
not be indemnified for any claim, issue or matters as to which such person shall
have been adjudged to be liable to the Company unless and to the extent that a
court determines that the person is fairly and reasonably entitled to indemnity.
Under Delaware law, expenses may be advanced upon receipt of an undertaking by
or on behalf of the director or officer to repay the amounts in the event the
recipient is ultimately found not to be entitled to indemnification.
The Company's Certificate of Incorporation provides that, to the
fullest extent that the DGCL permits the limitation or elimination of the
liability of directors, no director of the Company shall be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duties as a director. In addition, the Certificate of Incorporation provides
that the Company shall advance expenses to the fullest extent permitted by the
DGCL. The Company maintains directors' and officers' liability insurance to
cover its directors and officers against certain liabilities they may incur when
acting in their capacity as directors or officers.
Article VI of the Company's By-laws provides that any person made a
party to any action, suit or proceeding by reason of the fact that he is or was
a director or officer of the Company, shall be indemnified by the Company
against the expenses, including attorney's fees, actually and reasonably
incurred by him in connection with such action, or in connection with any appeal
therein, if he acted in
II-1
<PAGE>
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal action, had no
reasonable cause to believe such conduct was unlawful. Such right of
indemnification shall not be deemed exclusive of any other rights to which such
director or officer may be entitled under any statute, By-Law, agreement, vote
of shareholders or otherwise.
ITEM 16. EXHIBITS.
4.1 Indenture dated as of May 15, 1992 between the Company and
Chemical Bank, as Trustee, relating to the 10-3/8% Senior Notes
due June 1, 2002 is incorporated herein by reference to Exhibit
4.2 to the Company's Current Report on Form 8-K dated May 26,
1992 (the "May 26, 1992 Form 8-K").
4.2 Pledge Agreement, as amended, dated as of May 26, 1992 between
the Company and Chemical Bank, as Trustee, relating to the
Company's 10-3/8% Senior Notes due June 1, 2002 is incorporated
herein by reference to Exhibit 4.3 to the May 26, 1992 Form 8- K.
4.3 First Supplemental Indenture to 10-3/8% Senior Notes due June 1,
2002 between the Company and Chemical Bank, N.A., dated as of May
23, 1994 is incorporated herein by reference to Exhibit 4.1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994 (the "June 30, 1994 10-Q.")
4.4 First Amendment to the Pledge Agreement dated as of May 26, 1992
between the Company and Chemical Bank, N.A., dated as of May 23,
1994 is incorporated herein by reference to Exhibit 4.2 to the
June 30, 1994 Form 10-Q.
4.5 Pledged Share Amendment dated as of July 31, 1995 between the
Company and Chemical Bank, N.A., as Trustee, relating to the
10-3/8% Senior Notes due June 1, 2002 is incorporated herein by
reference to Exhibit 4.5 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995 (the "1995 10-K").
4.6 Indenture dated as of May 1, 1994 between the Company and The
First National Bank of Boston, as Trustee, relating to the
11-5/8% Senior Notes Due August 1, 2002, Series B, of the Company
and Form of Series B Note, is incorporated herein by reference to
Exhibit 4.1 and 4.3 to the Company's Registration Statement on
Form S-4 (File No. 33- 79726) dated August 5, 1994.
4.7 Credit Agreement dated as of January 29, 1996 among American Bank
Note Company and American Bank Note Holographics, Inc., the
Company and Chemical Bank, N.A. as Agent, is incorporated herein
by reference to Exhibit 4.8 to the 1995 10-K.
4.8 Waiver and Amendment to Credit Agreement dated as of September
30, 1996 among American Bank Note Company and American Bank Note
Holographics, Inc., the Company, and The Chase Manhattan Bank
(formerly Chemical Bank N.A.), as Agent, is incorporated herein
by reference to Exhibit 4.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996 (the
"September 30, 1996 10-Q").
II-2
<PAGE>
4.9 Security Agreement dated as of January 29, 1996, among American
Bank Note Company and American Bank Note Holographics, Inc. and
Chemical Bank, N.A., as Agent, is incorporated herein by
reference to Exhibit 4.9 to the 1995 10-K.
4.10 Rights Agreement dated as of March 24, 1994 between the Company
and Chemical Bank, N.A., as Rights Agent, including the form of
Rights Certificate and form of Certificate of Designation is
incorporated herein by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated March 24, 1994.
4.11 Waiver and Amendment to Credit Agreement dated as of March 25,
1997, among American Bank Note Company and American Bank Note
Holographics, Inc., American Banknote Corporation and The Chase
Manhattan Bank, as Agent, is incorporated herein by reference to
Exhibit 4.11 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
4.12 Amendment to Credit Agreement dated as of April 14, 1997 among
American Bank Note Company and American Bank Note Holographics,
Inc., the Company and The Chase Manhattan Bank as Agent and
Lender is incorporated herein by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
4.13 Zero Coupon Convertible Subordinated Debenture dated July 24,
1997 in the principal amount of $5 million is incorporated herein
by reference to Exhibit 2.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997 (the "June 30, 1997
10-Q").
4.14 Amendment to Credit Agreement dated as of July 1, 1997 among
American Bank Note Company and American Bank Note Holographics,
Inc., the Company and the Chase Manhattan Bank, as Agent and
Lender, is incorporated herein by reference to Exhibit 4.1 to the
June 30, 1997 10-Q.
5 Opinion of Kramer, Levin, Naftalis & Frankel.*
23.1 Consent of Deloitte & Touche LLP.*
23.2 Consent of Kramer, Levin, Naftalis & Frankel
(Included in Exhibit 5).*
*Filed herewith
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
II-3
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this 22nd day of
August , 1997.
AMERICAN BANKNOTE CORPORATION
By: /s/ John T. Gorman
------------------------------
John T. Gorman
Executive Vice President
and Chief Financial Officer
Each person, in so signing, also makes, constitutes and appoints MORRIS
WEISSMAN, Chairman of the Board of Directors and Chief Executive Officer and
JOHN T. GORMAN, Executive Vice President, Chief Financial Officer and Chief
Accounting Officer of American Banknote Corporation, and each of them, his true
and lawful attorney-in-fact, in his name, place and stead, to execute and cause
to be filed with the Commission any or all amendments to this registration
statement.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY OR ON BEHALF OF THE FOLLOWING PERSONS ON
AUGUST 22, 1997 IN THE CAPACITIES INDICATED BELOW.
Signature Title
--------- -----
/s/ Morris Weissman
- ---------------------------------- Chairman of the Board of Directors
Morris Weissman and Chief Executive Officer
(principal executive officer)
/s/ John T. Gorman
- ---------------------------------- Executive Vice President and Chief
John T. Gorman Financial Officer (principal
financial and accounting officer)
/s/ Bette B. Anderson
- ---------------------------------- Director
Bette B. Anderson
/s/ Dr. Oscar S. Arias
- ---------------------------------- Director
Dr. Oscar S. Arias
/s/ C. Gerald Goldsmith
- ---------------------------------- Director
C. Gerald Goldsmith
/s/ Ira J. Hechler
- ---------------------------------- Director
Ira J. Hechler
/s/ David S. Rowe-Beddoe
- ---------------------------------- Director
David S. Rowe-Beddoe
/s/ Alfred Teo
- ---------------------------------- Director
Alfred Teo
II-6
Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
Arthur H. Aufses III Monica C. Lord Sherwin Kamin
Thomas D. Balliett Richard Marlin Arthur B. Kramer
Jay G. Baris Thomas E. Molner Maurice N. Nessen
Philip Bentley Thomas H. Moreland Founding Partners
Saul E. Burian Ellen R. Nadler Counsel
Barry Michael Cass Gary P. Naftalis _____
Thomas E. Constance Michael J. Nassau
Michael J. Dell Michael S. Nelson Martin Balsam
Kenneth H. Eckstein Jay A. Neveloff Joshua M. Berman
Charlotte M. Fischman Michael S. Oberman Jules Buchwald
David S. Frankel Paul S. Pearlman Rudolph de Winter
Marvin E. Frankel Susan J. Penry-Williams Meyer Eisenberg
Alan R. Friedman Bruce Rabb Arthur D. Emil
Carl Frischling Allan E. Reznick Maria T. Jones
Mark J. Headley Scott S. Rosenblum Maxwell M. Rabb
Robert M. Heller Michele D. Ross James Schreiber
Philip S. Kaufman Howard J. Rothman Counsel
Peter S. Kolevzon Max J. Schwartz _____
Kenneth P. Kopelman Mark B. Segall
Michael Paul Korotkin Judith Singer M. Frances Buchinsky
Shari K. Krouner Howard A. Sobel Abbe L. Dienstag
Kevin B. Leblang Jeffrey S. Trachtman Ronald S. Greenberg
David P. Levin Jonathan M. Wagner Debora K. Grobman
Ezra G. Levin Harold P. Weinberger Christian S. Herzeca
Larry M. Loeb E. Lisk Wyckoff, Jr. Jane Lee
Pinchas Mendelson
Lynn R. Saidenberg
Special Counsel
-----
FAX
(212) 715-8000
---
WRITER'S DIRECT NUMBER
(212)715-9100
-------------
August 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to American Banknote Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 2,015,000
shares (the "Shares") of common stock, par value $.01 per share, of the Company
(the "Common Stock"). The Shares are comprised of: (i) up to 1,850,000 shares of
Common Stock (the "Debenture Shares") issuable upon conversion of the Zero
Coupon Convertible Subordinated Debenture of the Company, dated as of July 24,
1997 (the "Debenture"), and the exercise of the A-Warrants, B-Warrants and
Redemption Warrants issued in connection with the Debenture (collectively, the
"Debenture Warrants"), (ii) and 125,000 shares of Common Stock (the "Warrant
Shares") issuable upon exercise of warrants issued pursuant to a Warrant
Certificate, dated as of August 23, 1995 (the "Warrant Certificate"), and (iii)
40,000 shares of Common Stock (the "Issued Shares") beneficially owned by a
selling stockholder. All of the Shares are to be sold by selling stockholders.
<PAGE>
As such counsel, we have examined such corporate records, certificates
and other documents as we have considered necessary or appropriate for the
purposes of this opinion. In rendering this opinion, we have assumed (i) the
genuineness of all signatures on documents examined by us, (ii) the authenticity
of all documents submitted to us as originals, and (iii) the conformity to
original documents of all documents submitted to us as photostatic or conformed
copies and the authenticity of the originals of such copies. We have also relied
on certificates of public officials and, as to matters of fact, statements and
certificates of officers of the Company.
Based upon the foregoing, we are of the opinion that:
(1) The Debenture Shares, when issued in accordance with the terms of the
Debenture and the Debenture Warrants and sold as described in the
prospectus forming a part of the Registration Statement (the
"Prospectus"), will be validly issued, fully-paid and non-assessable
shares of Common Stock.
(2) The Warrant Shares, when issued in accordance with the terms of the
Warrant Certificate and sold as described in the Prospectus, will be
validly issued, fully-paid and non-assessable shares of Common Stock.
(3) The Issued Shares, have been validly authorized and issued, and are
fully-paid and non-assessable shares of Common Stock.
We are attorneys admitted to the Bar of the State of New York, and we
express no opinion as to the laws of any other jurisdiction other than the laws
of the United States of America and the General Corporation Law of the State of
Delaware.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving such consent we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations promulgated
thereunder.
We are delivering this opinion solely for your benefit and no other
person is entitled to rely upon it without our prior written consent.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
American Banknote Corporation on Form S-3 of our report dated February 21, 1997,
appearing in the Annual Report on Form 10-K of American Banknote Corporation for
the year ended December 31, 1996 and to the reference to us under the heading
"Experts" which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
New York, New York
August 22, 1997
