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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Amendment No. 1
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 1996
AMERICAN BANKNOTE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-3410 13-0460520
(Commission File No.) (IRS Employer Identification No.)
200 Park Avenue, New York, NY 10166-4999
(Address of principal executive offices) (Zip Code)
Registrant's Telephone No., including area code: (212) 557-9100
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The undersigned Corporation hereby amends the following items,
financial statements, exhibits or other portions of its Current Report
on Form 8-K dated November 14, 1996 as set forth in the pages attached
hereto:
ITEM 7 - Financial Statements, Pro Forma Financial Information and
Exhibits
(b) Pro Forma Financial Information
COMBINED UNAUDITED PRO FORMA FINANCIAL INFORMATION
On November 14, 1996, American Banknote Corporation (the
"Corporation") announced its ownership in its Australia/New Zealand
subsidiary was increased to 100%. The acquisition of 55% of the
Leigh-Mardon Security Group, Australia's oldest and largest security
printer, from Amcor Limited, closed in June 1996. Reference is made
to the Corporation's Current Report on Form 8-K dated April 16, 1996;
Current Report on Form 8-K dated June 18, 1996; and Amendment No. 1 to
Current Report on Form 8-K/A dated August 14, 1996 for a description
of the prior transaction.
The price of the acquisition of the remaining 45% interest was
approximately $4.8 million plus the settlement of certain post-closing
adjustments owed by Amcor, payable in four installments of
approximately $1.2 million each on February 14, 1997, June 14, 1997,
October 14, 1997 and February 14, 1998.
The Corporation's acquisition was made through an unrestricted
subsidiary of the Corporation, American Banknote Australasia Holdings,
Inc. ("ABAH"), which in June 1996 acquired a 55% interest in ABN
Australasia Ltd. (formerly American Banknote Australasia Limited)
("ABAH"). ABAH has secured the installment payments through a share
mortgage under which the 45% interest acquired has been pledged to the
vendor. In connection with the transaction, the Shareholders and
Subscription Agreement by and between ABAH, LM and ABNA was
terminated.
The unaudited Pro Forma Combined Statements of Operations for
the nine months ended September 30, 1996 and the year ended December
31, 1995 combines the historical results of operations of the
Corporation ("ABN") and Leigh-Mardon and assumes that the acquisition
had been effective as of the beginning of the periods presented. The
Corporation believes the unaudited Pro Forma Combined Statements of
Operations are not indicative of the actual results of operations that
would have occurred had the purchase been made as of January 1, 1995
or of the results which will occur in the future.
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The unaudited Pro Condensed Combined Balance Sheet as of
September 30, 1996 combines the historical balance sheet at that date,
which includes the balance sheet of Leigh-Mardon, and pro forma
adjustments to record the current transaction as if it had been
effective as of that date.
The acquisition was accounted for as a purchase transaction in
accordance with APB No. 16 "Business Combinations." Based on a
preliminary allocation of the purchase price, the acquisition of
Leigh-Mardon resulted in approximately $52.5 million as the cost in
excess of the fair market value of the underlying net assets acquired,
which cost will be amortized over 25 years. The allocation of
purchase price is preliminary and subject to adjustment upon final
appraisal information and management's final estimates as to the fair
value of assets acquired and liabilities assumed.
The unaudited Pro Forma Combined Statements of Operations have
been prepared using US Generally Accepted Accounting Principles
("GAAP"), including certain purchase accounting assumptions. The
Leigh-Mardon historical financial statements included in the unaudited
Pro Forma Combined Statements of Operations have been translated into
US dollars using average exchange rates during the periods. The
predecessor financial statements of Leigh-Mardon included elsewhere
herein include adjustments or disclosures necessary to present the
financial statements in accordance with GAAP.
The unaudited Pro Forma Combined Statements of Operations is
presented for informational purposes only and does not purport to
represent what the Corporation's results of operations would have been
had the transaction described in fact occurred at the beginning of the
periods indicated or to project the Corporation's results of
operations for any future date or period. The unaudited Combined Pro
Forma Statements of Operations have been prepared by the Corporation
and all calculations have been based upon assumptions deemed
appropriate by the Corporation. Certain of these assumptions are set
forth under the notes to the unaudited Pro Forma Combined Statements
of Operations. These statements should be read in conjunction with
the historical consolidated financial statements and the notes thereto
of the Corporation included in the Corporation's latest annual report
on Form 10-K, the Corporation's latest quarterly reports on Form 10-Q
(including Forms 10-Q for the quarters ended September 30, 1996 and
June 30, 1996, which include the balance sheet of Leigh-Mardon) and
the historical financial statements and the notes thereto of
Leigh-Mardon by reference to the above Form 8-K/A dated August 14,
1996. Form 10-Q for the nine months ended September 30, 1996 includes
Leigh-Mardon's balance sheet as of that date, and the results of
operations for the four months ended September 30, 1996.
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AMERICAN BANKNOTE CORPORATION
PRO FORMA COMBINED STATEMENT OF OPERATIONS- Unaudited
Assumes that American Banknote Corporation Acquired Leigh-Mardon
as of January 1, 1996 in a Purchase Transaction
<TABLE>
<CAPTION>
For the Nine Months Ended September 30, 1996
(In thousands, except per share data)
Leigh- Pro Pro
ABN Mardon Forma Forma
Historical Historical Adjust's Combined
(*)
<S> <C> <C> <C> <C>
Sales $217,560 $33,474 $251,034
Costs and expenses:
Costs of goods sold 142,793 21,783 164,576
Selling and administration 33,327 4,504 37,831
Amortization of excess $ 875 (a)
cost on transaction 700 800 (800)(b) 1,575
Depreciation and
amortization 14,031 1,277 542 (c) 15,850
190,851 28,364 617 219,832
26,709 5,110 (617) 31,202
Other (expense) income 987 (d)
Interest expense (20,124) (987) (3,219)(e) (23,343)
Foreign translation
loss, net (201) - (201)
Other, net (including
interest income) 711 5 716
(19,614) (982) (2,232) (22,828)
Income before taxes 7,095 4,128 (2,849) 8,374
Provision for taxes 877 1,793 (1,002)(f) 1,668
Income before
minority interest 6,218 2,335 (1,847) 6,706
Minority interest 3,427 - (439)(g) 2,988
Income from
continuing operations $ 2,791 $ 2,335 $(1,408) $ 3,718
Average shares outstanding 20,300 20,300
Earnings per share from
continuing operations $ .14 (h) $ .18
(*) Additional five months of operations
Pro-Forma Adjustments
(a) Amortization of excess cost of investment over fair value of net
assets acquired over 25 years.
(b) Eliminate previous historical amortization.
(c) Adjustment based on additional fair value of fixed assets.
(d) Eliminate interest expense charged by former parent corporation, no
existing debt being assumed.
(e) Additional interest expense in connection with the acquisition borrowings.
(f) Tax adjustment is based on deductible items at statutory rates.
(g) Eliminate minority interest previously recorded.
(h) ABN historical earnings includes LM arnings of $537 or $.03 per share.
</TABLE>
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AMERICAN BANKNOTE CORPORATION
PRO FORMA COMBINED STATEMENT OF OPERATIONS - Unaudited
Assumes that American Banknote Corporation Acquired Leigh-Mardon
as of January 1, 1995 in a Purchase Transaction
<TABLE>
<CAPTION>
For the Year Ended December 31, 1995
(In thousands, except per share data)
Leigh- Pro Pro
ABN Mardon Forma Forma
Historical Historical Adjust's Combined
<S> <C> <C> <C> <C>
Sales $206,164 $77,874 $284,038
Costs and expenses:
Costs of goods sold 149,035 48,133 197,168
Selling and administration 39,851 13,341 53,192
Restructuring costs 14,304 - 14,304
Amortization of excess $2,100 (a)
cost on transaction - 1,845 (1,845)(b) 2,100
Depreciation and
amortization 14,824 2,600 1,326 (c) 18,750
218,014 65,919 1,581 285,514
(11,850) 11,955 (1,581) (1,476)
Other (expense) income 2,007 (d)
Interest expense (23,147) (2,007) (7,083)(e) (30,230)
Foreign translation
loss, net (38) - (38)
Other, net (including
interest income) 2,824 - 2,824
(20,361) (2,007) (5,076) (27,444)
Income (loss) before taxes (32,211) 9,948 (6,657) (28,920)
Provision for taxes (11,359) 4,089 (2,213)(f) (9,483)
Income (loss) before
minority interest (20,852) 5,859 (4,444) (19,437)
Minority interest 1,563 - - 1,563
Income (loss)from
continuing operations $(22,415) $ 5,859 ($4,444) ($21,000)
Average shares outstanding 19,095 19,095
Earnings (loss) per share from
continuing operations $(1.17) $(1.10)
Pro-Forma Adjustments
(a) Amortization of excess cost of investment over fair value of net
assets acquired over 25 years.
(b) Eliminate previous historical amortization.
(c) Adjustment based on additional fair value of fixed assets.
(d) Eliminate interest expense charged by former parent corporation, no
existing debt being assumed.
(e) Additional interest expense in connection with the acquisition borrowings.
(f) Tax adjustment is based on deductible items at statutory rates.
</TABLE>
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AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED BALANCE SHEETS - Unaudited
(Amounts in thousands, except for share data)
<TABLE>
<CAPTION>
September
30, 1996 Pro Forma
Historical Pro Forma Combined
(Unaudited) Adjustments Amounts
<S> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents. . . .. . . . . . $ 15,457 $ 15,457
Marketable securities - at market. . . . . 3,265 3,265
Accounts receivable, net of allowances. . . 42,291 42,291
Other receivables. . . . . . . . . . . . . 12,721 $ (1,553)(1) 11,168
Inventories. . . . . . . . . . . . . . . . 38,919 38,919
Deferred income tax benefits . . . . . . . 6,664 6,664
Prepaid expenses . . . . . . . . . . . . . 4,743 (186)(1) 4,557
Total current assets . . . . . . . . . 124,060 (1,739) 122,321
Property, plant and equipment,
at cost, net of accumulated
depreciation and . . . . . . . . . . . . 251,567 251,567
Other assets . . . . . . . . . . . . . . . 25,985 25,985
Excess of cost of investment in
subsidiaries over net assets acquired,
net of accumulated amortization . . . . . 84,679 (370)(2) 84,309
Total assets $ 486,291 $ (2,109) $ 484,182
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Revolving credit payable . . . . . . . . . $ 854 $ 854
Current portions of long-term debt . . . . 7,934 7,934
Accounts payable and accrued expenses. . . 64,727 $ 2,639 (3) 67,366
Total current liabilities. . . . . . . 73,515 2,639 76,154
Long-term debt, net of unamortized discount 265,975 265,975
Other liabilities. . . . . . . . . . . . . . 19,026 2,115 (3) 21,141
Deferred income taxes . . . . . . . . . . . 57,213 57,213
Minority interest. . . . . . . . . . . . . . 26,732 (6,863)(4) 19,869
Total liabilities 442,461 (2,109) 440,352
Commitments and Contingencies
Stockholders' equity
Preferred Stock, authorized 5,000,000 shares,
no shares issued or outstanding . . . . . - -
Common Stock, par value $.01 per share,
authorized 50,000,000 shares; issued
20,088,380 shares . . . . . . . . . . . . 201 201
Capital surplus. . . . . . . . . . . . . . 68,458 68,458
Retained-earnings (deficit). . . . . . . . (22,670) (22,670)
Treasury stock, at cost (281,000 shares) . (1,253) (1,253)
Pension liability adjustment . . . . . . . (218) (218)
Deferred compensation. . . . . . . . . . . (637) (637)
Cumulative currency translation adjustment (51) (51)
Total stockholders' equity . . . . . . 43,830 43,830
Total liabilities and shareholders equity $ 486,291 $ (2,109) $ 484,182
(1) Eliminate disputed amounts due from seller
(2) Net adjustment of excess of cost of investment
(3) Record net contract payable and estimated expenses of transaction
(4) Eliminate minority interest attributable to share acquired in transaction
</TABLE>
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Corporation has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.
AMERICAN BANKNOTE CORPORATION
BY: Signed
John T. Gorman
Executive Vice President and
Chief Financial Officer
Date: January 24, 1997
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