8-K, 1997-09-25
Previous: FLEET FINANCIAL GROUP INC, SC 13D, 1997-09-25

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of Earliest Event Reported): September 25, 1997

                          AMERICAN BANKNOTE CORPORATION
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

     1-3410                                               13-0460520
- ------------------------------              ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)

200 PARK AVENUE, NEW YORK, N.Y.                             10166-4999
- ------------------------------------                   -------------------------
(Address of Principal Executive Offices)                     (Zip Code)

                                 (212) 557-9100
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


Item 5.           Other Events

                  The information set forth in the press release issued
by American Banknote Corporation, attached hereto as Exhibit
99.1, is incorporated herein by reference.

Item 7.           Financial Statements, Pro Forma Financial Statements
and Exhibits
- ------------
                  (c)      Exhibits

                  99.1 Press release of American Banknote Corporation dated
September 25, 1997.



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            AMERICAN BANKNOTE CORPORATION

                                            By:  /s/Harvey J. Kesner
                                                    Harvey J. Kesner,
                                                    Executive Vice President and
                                                    General Counsel

Date: September 25, 1997



                                  EXHIBIT INDEX

Item No.
- -------
99.1                       Press release of American Banknote Corporation dated
                           September 25, 1997.



                                                                    EXHIBIT 99.1

                         American Banknote Corporation
                                200 Park Avenue
                         New York, New York 10166-4999

Contact:     Jean Marie Young
             Director - Investor Relations
             (212) 557-9100                                FOR IMMEDIATE RELEASE


NEW YORK, NY, September 25, 1997 -- American Banknote Corporation (formerly
United States Banknote Corporation) (NYSE : ABN) today announced a cash tender
offer for all of its outstanding 11 5/8% Senior Notes due 2002.

The total consideration to be paid for each validly tendered Note and properly
delivered consent will be based upon a fixed spread of 75 basis points over the
yield to maturity on the 6 1/4% U.S. Treasury Note due July 31, 1998, which
includes a consent payment of $20.00 per $1,000 principal amount of the Notes.
Using the fixed spread formula, the purchase price for the Notes will be set at
2:00 p.m., New York City time, on Wednesday, October 8, 1997, unless the offer
is extended.

In conjunction with the tender offer, the Company will be soliciting consents to
certain proposed amendments to the indenture governing the Notes, which
amendments would, among other things, eliminate substantially all of the
covenants contained in such indenture. Holders who tender their Notes will be
required to consent to the proposed amendments.

The tender offer will expire at 12:00 midnight, New York City time, on Thursday,
October 23, 1997, unless extended. The expiration date for the consent



will be 5:00 p.m., New York City time, on Wednesday, October 8, 1997, if on such
date American Banknote has received duly executed consents from holders
representing a majority in principal amount of the Notes, or the first date
thereafter that it receives such consents. Holders who tender their Notes after
the consent expiration date will not be entitled to receive the consent payment.

American Banknote currently intends to finance the purchase of the Notes and
repayment of certain other indebtedness, including its 10 3/8% Senior Notes due
2002, through the consummation of a private placement and resale pursuant to
Rule 144A promulgated under the Securities Act of 1933 of at least $225 million
principal amount of a new issue of senior subordinated notes and a new credit
facility in an aggregate amount of approximately $160 million.

Morris Weissman, American Banknote's Chairman and Chief Executive Officer,
stated, "This financing is expected to reduce our interest expense on a
comparable debt basis. Equally important is that it will extend the maturity of
the debt and provide the company with significant working capital liquidity as
well as facilities for expansion and continued growth."

Chase Securities Inc. and Bear, Stearns & Co. Inc. will be acting as Dealer
Managers for the tender offer and the consent solicitation. The tender offer and
consent solicitation will be made pursuant to an Offer to Purchase and Consent
Solicitation Statement and related Consent and Letter of Transmittal, which more
fully set forth the terms of the tender offer and consent solicitation.
Additional information concerning the terms of the tender offer and consent
solicitation, tendering Notes and the delivery of consents and conditions to the
tender offer and consent solicitation, may be directed to Robert Berk at Chase
Securities Inc. at



(212) 270-1100 (collect) and to Catherine Marhefka at Bear, Stearns & Co. Inc.
at (888) 884-8714 (toll free). Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from Georgeson &
Company Inc., the Information Agent, at (800) 440-9800.

American Banknote Corporation is a leading global provider of secure transaction
documents and systems in carefully selected markets along three major product
groups: Transaction Cards & Systems, Printing Services & Document Management,
and Security Printing Solutions. A combined strategy of operating along product
lines and constant expansion of transaction activities worldwide reflects the
rapidly changing field of electronic commerce. Additionally, American Banknote,
via its Holographics subsidiary, is the world leader in security for financial
transaction cards, including VISA, MasterCard, Discover, Diners Club
International, and Europay.

This release contains forward-looking statements relating to future financial
results. Actual results may differ materially as a result of factors over which
the Company has no control. These risk factors and additional information are
included in the Company's annual report on Form 10-K and quarterly reports on
Form 10-Q on file with the Securities and Exchange Commission.



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