AMERICAN BANKNOTE CORP
8-K, 1997-10-09
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             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): October 8, 1997



                          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 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)
================================================================================



<PAGE>
Item 5.           Other Events
                  ------------

                  The information set forth in the press releases issued
by American Banknote Corporation, attached hereto as Exhibits 99.1 and 99.2, 
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
October 8, 1997.

                  99.2 Press release of American Banknote Corporation dated
October 9, 1997.



<PAGE>


                                    SIGNATURE


         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: October 9, 1997



                                        2

<PAGE>

                                  EXHIBIT INDEX


Item No.
- -------
99.1                       Press release of American Banknote Corporation dated
                           October 8, 1997.

99.2                       Press release of American Banknote Corporation dated
                           October 9, 1997.







                                        3


NYFS03...:\15\78515\0015\1980\FRM9237L.58A

                                                                    EXHIBIT 99.1


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


              AMERICAN BANKNOTE CORPORATION ANNOUNCES THE PRICE OF
                    ITS TENDER OFFER AND CONSENT SOLICITATION


NEW YORK, NY, October 8, 1997 -- American Banknote Corporation (formerly United
States Banknote Corporation) (NYSE : ABN) today announced the price of its cash
tender offer for all of its 11 5/8% Senior Notes due 2002. The total
consideration to be paid for each validly tendered Note and properly delivered
consent will be $1,094.47, determined on the basis of a yield to maturity on the
Earliest Redemption Date equal to the sum of (x) 5.50% (the yield on the 6 1/4%
U.S. Treasury Note due July 31, 1998, based on the bid price for such security
as of 2:00 p.m., New York City time, on October 8, 1997, the tenth business day
immediately preceding the scheduled expiration date of the Tender Offer), plus
(y) 75 basis points (such price being rounded to the nearest cent per $1,000
principal amount of the Notes). This includes a consent payment of $20.00 per
$1,000 principal amount of the Notes, which Holders of the Notes tendered prior
to the consent expiration date are entitled to receive. The tender offer will
expire at 12:00 midnight, New York City time, on Thursday, October 23, 1997,
unless further extended.

Chase Securities Inc. and Bear, Stearns & Co. Inc. are the Dealer Managers for
the tender offer and consent solicitation, and Georgeson & Company Inc. is the
information agent.

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.


                                     #####

                                                                   EXHIBIT 99.2


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


                 AMERICAN BANKNOTE CORPORATION ACHIEVES CONSENT

NEW YORK, NY, October 9, 1997 -- American Banknote Corporation (formerly United
States Banknote Corporation) (NYSE : ABN) today announced that, as of 5:00 p.m.,
New York City time, on October 8, 1997, the consent solicitation relating to its
11 5/8% Senior Notes due 2002 had expired. As of such time, American Banknote
had received tenders of Notes and related consents from holders of 82.3% of the
outstanding principal amount of the Notes pursuant to the Offer to Purchase and
Consent Solicitation Statement (the "Statement") and the related Consent and
Letter of Transmittal.

As announced yesterday, the consideration to paid for each validly tendered Note
is $1,094.47, determined on the basis of a yield to the Earliest Redemption Date
equal to the sum of (x) 5.50% (the yield on the 6 1/4% U.S. Treasury Note due
July 31, 1998, based on the bid price for such security as of 2:00 p.m., New
York City time, on October 8, 1997, the tenth business day immediately preceding
the scheduled expiration date of the tender offer), plus (y) 75 basis points
(such price being rounded to the nearest cent per $1,000 principal amount of the
Notes), minus (z) $20.00 consent payment (as defined in the Statement). As set
forth in the Statement, only holders of Notes who tendered prior to the consent
expiration date are entitled to receive the $20.00 consent payment. However, the
Company has decided to pay the $20.00 consent fee to all holders of Notes who
tender prior to the expiration of the tender offer. The tender offer will expire
at 12:00 midnight, New York City time, on Thursday, October 23, 1997, unless
further extended.

Chase Securities Inc. and Bear, Stearns & Co. Inc. are the Dealer Managers for
the tender offer and consent solicitation, and Georgeson & Company Inc. is the
information agent.

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.

                                     #####


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