AMERICAN BANKNOTE CORP
S-3, 1997-11-20
COMMERCIAL PRINTING
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 As filed with the Securities and Exchange Commission on November 20, 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                                  13-0460520     
- --------------------------------------------------------------------------------
     (State or other jurisdiction                     (IRS Employer   
   of incorporation or organization)                 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

<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..........................         423,098 shares              $5.125           $2,168,377              $657
</TABLE>


(1)      Estimated solely for the purpose of calculating the  registration  fee.
         The  registration  fee for the shares of Common Stock being  registered
         hereby, $657, 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 November 18,
         1997.

         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.




<PAGE>



PROSPECTUS


                 Subject to Completion, Dated November 20, 1997

                                 423,098 SHARES

                                                   -------------

                          AMERICAN BANKNOTE CORPORATION
                                                  ---------------

                                  COMMON STOCK
                                ($.01 Par Value)
                                                  ---------------

         This  Prospectus  relates to the offer and sale of up to 423,098 shares
(the  "Shares") of the common  stock,  $.01 par value (the "Common  Stock"),  of
American Banknote  Corporation,  a Delaware corporation  ("American Banknote" or
the  "Company").  The  Shares  will be offered  for sale by Atos S.A.,  a French
societe anonyme (the "Selling Stockholder"), 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
Stockholder  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  Stockholder  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. See "Selling Stockholder" and "Plan of Distribution."

         None of the  proceeds  from  the  sale  of the  Shares  by the  Selling
Stockholder  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 the Selling Stockholder
will be borne by the Selling Stockholder.

         The Selling  Stockholder  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 Stockholder may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the Securities  Act"), in which event
any profit on the sale of any 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
November 18, 1997 was $5.125 per share.

                                 ---------------

SEE RISK  FACTORS  BEGINNING  ON PAGE 5 FOR CERTAIN  INFORMATION  THAT SHOULD BE
CONSIDERED BY POTENTIAL INVESTORS.


<PAGE>

                                 --------------

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 November __, 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 Current Report on Form 8-K filed November 20, 1997 (Item 7);
     The Company's Current Report on Form 8-K filed November 17, 1997 (Item 5);
     The Company's Current Report on Form 8-K filed November 10, 1997 (Item 5);
     The Company's Current Report on Form 8-K filed November 10, 1997 (Item 5);
     The Company's Current Report on Form 8-K filed November 7, 1997 (Item 5);
     The Company's Current Report on Form 8-K filed November 4, 1997 (Item 5);
     The Company's Current Report on Form 8-K filed October 29, 1997 (Item 5);
     The Company's Current Report on Form 8-K filed October 24, 1997 (Item 5);
     The Company's Current Report on Form 8-K filed October 9, 1997 (Item 5);
     The Company's Current Report on Form 8-K filed September 25, 1997 (Item 5);
     The Company's  Quarterly Report on Form 10-Q for the quarterly period ended
     September 30, 1997;
     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 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.


                                        3


<PAGE>

         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 CERTAIN  DOCUMENTS  INCORPORATED  BY  REFERENCE
HEREIN CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE
SECURITIES  LITIGATION  REFORM  ACT OF  1995.  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:  (1) GENERAL
ECONOMIC,  POLITICAL,  MARKET AND BUSINESS  CONDITIONS,  WHICH MAY,  AMONG OTHER
THINGS,  AFFECT  DEMAND FOR THE COMPANY'S  PRODUCTS;  (2) INFLATION AND CURRENCY
EXCHANGE  RATES  IN  THOSE  FOREIGN  COUNTRIES  IN WHICH  THE  COMPANY  OPERATES
(INCLUDING  BRAZIL AND  AUSTRALIA/NEW  ZEALAND WHICH ACCOUNTED FOR APPROXIMATELY
53%  AND  16% OF  SALES  AND  63%  AND  16% OF  HISTORICAL  OPERATING  EARNINGS,
RESPECTIVELY,  IN 1996 BEFORE ALLOCATION OF CORPORATE OVERHEAD); (3) NEW PRODUCT
DEVELOPMENT AND  TECHNOLOGICAL  ADVANCES WHICH MAY, AMONG OTHER THINGS,  COMPETE
WITH OR REDUCE THE NEED FOR THE COMPANY'S  PRODUCTS;  (4)  COMPETITION;  (5) THE
LOSS OF ANY OF THE  COMPANY'S  SIGNIFICANT  CUSTOMERS;  AND (6) THE  ABILITY  TO
INTEGRATE  ACQUISITIONS  SUCCESSFULLY.  THESE AND OTHER  FACTORS  AFFECTING  THE
COMPANY'S  BUSINESS  ARE AS DESCRIBED IN THIS  OFFERING  MEMORANDUM,  ESPECIALLY
UNDER "RISK FACTORS" BELOW, AND IN THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE  COMMISSION  UNDER THE  SECURITIES  EXCHANGE  ACT OF 1934.  GIVEN THESE
UNCERTAINTIES,  PROSPECTIVE  INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE
ON SUCH FORWARD-LOOKING STATEMENTS.


                                        4


<PAGE>

                                   THE COMPANY

         The  Company  is  a  leading  global  provider  of  secure  transaction
solutions, documents and systems. The Company designs solutions and manufactures
products that  incorporate  anti-fraud and counterfeit  resistant  technologies,
including     stored-value     telephone,     magnetic-stripe,     memory    and
microprocessor-based  transaction  cards (smart cards),  holograms,  currencies,
travelers' and other checks,  stock and bond  certificates and a wide variety of
electronically or digitally produced personalized  documents.  The Company sells
these products and services worldwide to financial institutions, governments and
corporations through its operations in the United States, Brazil, Australia, New
Zealand and France.  Through selective  acquisitions and strategic  realignment,
the Company has positioned itself as a full service provider of technology-based
solutions for its customers' secure  transaction  needs. The Company's  products
and  services  are divided  into three  principal  groups:  Transaction  Cards &
Systems,   Printing  Services  &  Document   Management  and  Security  Printing
Solutions.

         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 Stockholder.


                                  RISK FACTORS


         Prospective  purchasers of Shares should carefully  consider all of the
information  set forth in this  Prospectus  and, in  particular,  the  following
factors:

SUBSTANTIAL LEVERAGE AND ABILITY TO SERVICE DEBT

         The degree to which the  Company  is  leveraged  could  have  important
consequences including: (i) the Company's ability to obtain additional financing
for working capital,  capital  expenditures or acquisitions in the future may be
limited;  (ii) a substantial  portion of the Company's cash flow from operations
may be  dedicated  to  the  payment  of the  principal  of and  interest  on its
indebtedness,  thereby  reducing  funds  available for future  operation;  (iii)
certain  of  the  Company's  borrowings,  including  all  borrowings  under  the
Company's credit facilities are at variable rates of interest, which exposes the
Company to the risk of  increased  interest  rates;  and (iv) the Company may be
more vulnerable to economic downturns and be limited in its ability to withstand
competitive  pressures.  Certain  of the  Company's  competitors  may  currently
operate on a less leveraged basis and therefore the Company could be placed at a
disadvantage  relative  to its  competitors  which  have  significantly  greater
operating and financing  flexibility than the Company.  The Company's ability to
make  scheduled  payments of the principal or interest on, or to refinance,  its
indebtedness  will  depend on its future  operating  performance  and cash flow,
which are subject to prevailing  economic  conditions,  prevailing interest rate
levels, and financial,  competitive,  business and other factors,  many of which
are beyond its control.  The Company  believes that,  based on current levels of
operations, it should be able to meet its debt obligations when


                                        5


<PAGE>

due.  However,  if  the  Company  cannot  generate  sufficient  cash  flow  from
operations  to meet its debt  service  obligations,  then the  Company  might be
required to refinance its indebtedness and may be forced to adopt an alternative
strategy  that  may  include  actions  such  as  reducing  or  delaying  capital
expenditures,  selling assets, restructuring or refinancing its indebtedness, or
seeking additional equity capital. There is no assurance that refinancings would
be permitted by the terms of its credit  facilities or indentures or, along with
the alternative strategies, could be effected on satisfactory terms.

RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS

         The Company's  indentures contain numerous  restrictive  covenants that
limit the  discretion  of the  Company's  management  with  respect  to  certain
business matters. These covenants will place significant  restrictions on, among
other things,  the ability of the Company to incur additional  indebtedness,  to
create liens or other  encumbrances,  to pay  dividends  or make  certain  other
payments,  investments, loans and guarantees and to sell or otherwise dispose of
assets and merge or  consolidate  with  another  entity.  The  Company's  credit
facilities  also contain a number of financial  covenants  that will require the
Company to meet certain  financial  ratios and financial  condition  tests.  The
Company's  ability to meet these financial ratios and financial  condition tests
can be affected by events beyond its control, and there can be no assurance that
the Company  will meet such  ratios or such tests.  A failure to comply with the
obligations in its credit  facilities or indentures  could result in an event of
default under other  agreements or  instruments  to which the Company is a party
that,  if not  cured  or  waived,  could  permit  acceleration  of the  relevant
indebtedness and acceleration of indebtedness  under other  instruments that may
contain cross-acceleration or cross-default provisions. In the event of an event
of default the lenders thereunder could elect to declare all amounts outstanding
thereunder, together with accrued and unpaid interest, to be immediately due and
payable. If indebtedness were to be accelerated,  there can be no assurance that
the assets of the Company would be sufficient to repay in full that indebtedness
and the other indebtedness of the Company. Other indebtedness of the Company and
its  subsidiaries  that may be incurred in the future may contain  financial  or
other covenants more restrictive than those described herein.

SUBORDINATION; HOLDING COMPANY STRUCTURE

         The Company is a holding  company that has no significant  assets other
than  its  direct  and  indirect  investments  in  its  operating  subsidiaries.
Accordingly,  the Company  must rely on its  subsidiaries  to generate the funds
necessary  to meet its  obligations,  including  the payment of principal of and
interest  on its  debt  instruments.  The  ability  of the  subsidiaries  to pay
dividends or make other  payments or advances  will depend upon their  operating
results  and will be subject to  applicable  laws and  contractual  restrictions
contained in the instruments  governing any  indebtedness of such  subsidiaries.
Certain  of the  Company's  subsidiaries  have  incurred,  and in the future may
incur,  indebtedness.  As a  result,  cash  flow  from  the  operations  of such
subsidiaries may be dedicated to the payment of principal of and interest on the
indebtedness  of  such  subsidiaries,  thereby  limiting  the  ability  of  such
subsidiaries  to pay dividends.  In addition,  any dividends  declared by a less
than wholly owned  subsidiary  will be paid on a pro rata basis to the owners of
such subsidiary.

FOREIGN OPERATIONS

         The Company's financial  performance on a dollar-denominated  basis can
be significantly  affected by changes in currency  exchange rates. The Company's
foreign  exchange  exposure  policy  generally  calls for selling  its  domestic
manufactured  product in US dollars and, in the case of its foreign manufactured
product,  selling in the  national  currencies  of the  countries  in which such
subsidiaries operate, in order to minimize transactions  occurring in currencies
other than those of the originating country. The Company may, from time to time,
enter into foreign currency option contracts to limit the effect of


                                        6

<PAGE>

currency  fluctuations  on future  expected  cash receipts to be used for parent
company purposes, including debt service. 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 in  connection  with foreign  operations.  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 debt.

         Earnings on foreign  investments,  including operations and earnings of
foreign  companies in which the Company may invest or upon which it may rely for
sales,  are  subject  to a number of  general  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.  Dividends or distributions from the Company's
foreign  operations  could be subject to government  restrictions in the future.
Currently,  repatriation  of earnings from the Company's  foreign  operations is
permitted.

         The  Company   operates  in  Brazil,   which  in  past  years  suffered
hyperinflationary  conditions;   however,  the  inflation  rate  in  Brazil  has
decreased  substantially to  approximately  4.1% for the first half of 1997, 10%
for 1996 and 23% for 1995 as compared to 941% for 1994.  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/New  Zealand,
which  accounted  for  approximately  53%  and 16% of  sales  and 63% and 16% of
operating  earnings,  respectively,  in 1996,  before  allocation  of  corporate
overhead) could in the future adversely affect the Company.

         Actions taken by foreign  governments could have an important effect on
the Company's foreign operations.  Political,  economic or social instability or
other developments could adversely affect these companies'  financial conditions
or results of operations and thereby  adversely affect the Company's  ability to
repay its indebtedness and that of its  subsidiaries.  There can be no assurance
that substantially greater governmental  restrictions will not be imposed in the
future,  including  restrictions or  prohibitions on the  repatriation of funds.
Furthermore,  remittances of dividends from any foreign subsidiaries acquired or
formed by the Company in the future may be subject to certain  withholding taxes
and other governmental restrictions.

FOREIGN TAXES

         Earnings of foreign  subsidiaries  are subject to foreign  income taxes
that  reduce  cash  flow  available  to meet  required  debt  service  and other
obligations of the Company.  The Company  presently  cannot utilize  foreign tax
credits  in the  United  States  until its  domestic  net  operating  loss carry
forwards are exhausted.

         The Company has from time to time reorganized and restructured, and may
in the future  reorganize  and  restructure,  its  foreign  operations  based on
certain  assumptions  about the various tax laws  (including  capital  gains and
withholding tax),  foreign currency  exchange and capital  repatriation laws and
other  relevant  laws of a variety of foreign  jurisdictions.  While  management
believes  that such  assumptions  are correct,  there can be no  assurance  that
foreign  taxing or other  authorities  will reach the same  conclusion.  If such
assumptions are incorrect,  or if such foreign  jurisdictions  were to change or
modify  such laws,  the  Company  may  suffer  adverse  tax and other  financial
consequences  which  could  impair the  Company's  ability  to meet its  payment
obligations on the Notes and its other indebtedness.


                                        7


<PAGE>

MAJOR CUSTOMERS; GOVERNMENT SALES

         The  Company  has  several key  customers.  Sales  under  contracts  of
stored-value phone cards to Telebras,  the Brazilian national telephone company,
accounted for approximately 13% and 24% of the Company's  consolidated sales for
the years ended December 31, 1995 and 1996,  respectively.  The Company  expects
that revenues from sales of phone cards to Telebras during 1997 will account for
less than 15% of the Company's  consolidated  sales. The Company's contract with
Telebras  extends through November 1997.  Telebras is currently  negotiating the
terms of future supply  arrangements with the Company, as well as with its other
suppliers.  Sales of products and services to Bradesco,  Latin America's largest
private bank, accounted for 12% and 14% of the Company's  consolidated sales for
the years ended December 31, 1995 and l996, respectively.  Sales of food coupons
to  the  United  States  Department  of  Agriculture   ("USDA")   accounted  for
approximately 22%, 11% and 5% of the Company's  consolidated sales for the years
ended December 31, 1994,  1995 and 1996,  respectively.  In September  1996, the
USDA awarded ABN a contract for the production of food coupons through September
30, 1997 with a one-year  option,  which option has been  exercised by USDA. The
contract is expected to represent sales of approximately $14 million per year.

         There can be no assurance as to whether, or when, or on what terms, the
Company will be awarded any contracts from these customers,  including Telebras,
in the future, especially those that are subject to competitive bids. There also
can be no assurance that any options for continued  production  under any of the
Company's contracts will be exercised.  In addition, the Brazilian government is
expected to proceed with a plan for the  privatization of Telebras,  which could
result in a split up of Telebras into five or six smaller  companies,  which may
result  in  multiple  competitive  bids in  future  years.  The loss of all or a
significant  portion of the Company's  business with these entities would have a
material adverse effect on the sales and earnings of the Company.

         Each of the  agencies  of the United  States  government  for which the
Company  provides  products  or  services  acts  independently  of the others in
soliciting bids.  Government  contracts are generally  awarded on the basis of a
competitive  bidding  process and a variety of other factors,  which may include
price,  plant  security,  manufacturing  controls,  a  preference  for  domestic
contractors  and past  performance.  In addition,  contracts  with  governmental
agencies generally contain provisions permitting  termination at any time at the
convenience  of the  agency  and give the  agency  the  right to audit  contract
compliance and adjust the contract amount for noncompliance.

ABILITY TO INTEGRATE ACQUISITIONS

         A core  part of the  Company's  business  strategy  is to grow  through
strategic  acquisitions,  joint ventures and alliances.  The Company's financial
condition  could  be  adversely  affected  if the  Company  cannot  successfully
integrate acquired  businesses into its existing operations or if the Company is
required to materially  increase the amount of its financial  commitment to such
acquisitions,  joint  ventures or alliances.  In addition,  the Company may seek
strategic  acquisitions,  joint ventures or alliances in countries or markets in
which it does not currently operate.  There can be no assurance that the Company
will be able to successfully integrate or manage such operations.

COMPETITION

         The Company's principal subsidiaries conduct their businesses in highly
competitive markets.  Competition in the Company's product markets is based upon
service, quality, reliability and price. In certain markets in which the Company
competes,  some of the Company's  competitors  have greater  financial and other
resources than the Company.


                                        8


<PAGE>

         The  future  of the  Company's  food  coupon  printing  is  subject  to
competition from electronic  card-based  Electronic  Benefits  Transaction (EBT)
systems. In addition, benefit reforms and levels of food coupon inventory caused
a reduction in the Company's 1996 food coupon production volume and continues to
impact the USDA's food coupon orders.  The elimination or a reduction in the use
of paper food  coupons may have an adverse  effect on sales and  earnings of the
Company.

SALES OF STOCK AND BOND CERTIFICATES

         Stock and bond printing  accounted for approximately 14%, 11% and 8% of
the Company's consolidated sales for the years ended December 31, 1994, 1995 and
1996,  respectively.  The  Company's  overall  volume of sales of stock and bond
certificates  increased in 1996,  but declined as a percent of sales as a result
of  increases  in  consolidated  sales.  Sales of stock  and bond  certificates,
primarily a domestic product, are a function of trading activity,  the number of
public offerings,  the mix of debt and equity security  issuances and regulatory
considerations.  The elimination of  certificates  has been advocated by various
organizations in favor of the use of book-entry  systems for recording  security
ownership. Security sales to institutions, which have been growing, have reduced
demand for printed  certificates,  particularly for debt issues.  Domestic stock
and bond  printing  has  historically  accounted  for a sizeable  portion of the
security  printing sales of the Company.  The Company's  sales of stock and bond
certificates  increased  from  1995 to 1996 as a result of the  increase  in new
issues,  stock splits and stock  distributions  (due to greater  activity in the
domestic securities markets).  No assurance can be given, however, that the high
level of activity in the domestic securities markets will continue. The complete
elimination of or substantial  reduction in the use of certificates would have a
material adverse effect on the sales and earnings of the Company.

DEPENDENCE ON KEY PERSONNEL

         The Company is  dependent  on the  services  of its senior  management,
including  Morris Weissman,  Chairman of the Board and Chief Executive  Officer,
and the loss of their services could have an adverse effect on the Company.  The
Company has entered  into  employment  agreements  with  several  members of its
senior management, including Mr. Weissman.


                                        9


<PAGE>

                               SELLING STOCKHOLDER

         On August  25,  1997,  the  Company  acquired  the Sati  Group's  check
personalization,  electronic  printing and document management business from the
Selling  Stockholder  (the successor to Sligos S.A., a French societe  anonyme),
consisting of three  businesses with operations in France.  This acquisition was
financed  with  approximately  FF  52  million   (approximately   $9.1  million)
non-recourse term loans and the Shares, which were issued in a private placement
transaction.  The following table sets forth certain information with respect to
the Selling  Stockholder  as of November 18, 1997, as follows:  (i) the name and
address of the Selling Stockholder; (ii) the number of the Company's outstanding
shares of Common Stock  beneficially  owned by the Selling  Stockholder 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 the  Selling  Stockholder  after
completion  of the sale of Common Stock being  offered  hereby.  There can be no
assurance that the Selling Stockholder will sell all of the shares being offered
hereby.

<TABLE>
<CAPTION>

                                 Beneficial Ownership                                 Beneficial Ownership
                                 at November 5, 1997(1)         Number of                 After Offering
                                 ----------------------       Shares Covered          ---------------------
                                       Number                    by this            Number           Percent
Selling Stockholder                  of Shares                 Prospectus         of Shares         of Class        
- -------------------                  ---------                 ----------         ---------         --------       

<S>                                   <C>                       <C>                   <C>              <C> 
Atos S.A.                             423,098(1)                423,098               0                *
3, place de la Pyramide
Immeuble Ile de France
92067 Paris
La Defense Cedex
FRANCE

       Total                          423,098                   423,098               0                 *

</TABLE>


(1)    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 November  18,  1997,  there were  20,853,717  shares of
       Common Stock outstanding.

*  Less than 1.0%


                                       10


<PAGE>

                              PLAN OF DISTRIBUTION

       The Selling  Stockholder  has advised the Company  that the Shares may be
sold from time to time by the Selling Stockholder,  or by its 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 Stockholder 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 the 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  the
Selling Stockholder and any broker-dealer or agent. It is also possible that the
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. The Shares are being sold by the Selling  Stockholder  acting as a
principal for its own account.  The Company will not be entitled to any proceeds
from the sale of any  Shares  sold by the  Selling  Stockholder  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 the Selling Stockholder will be borne by the Selling Stockholder.

       In  connection  with  the   distribution  of  the  Shares,   the  Selling
Stockholder  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
Stockholder.  The  Selling  Stockholder  may also  sell  the  Shares  short  and
redeliver the Shares to close out the short positions.  The Selling  Stockholder
may also enter  into  option or other  transactions  with  broker-dealers  which
require the delivery to the broker-dealer of the Shares. The Selling Stockholder
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 Stockholder and any dealer  participating in the distribution
of Shares  or any  broker  executing  selling  orders  on behalf of the  Selling
Stockholder  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. 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.


                                       11

<PAGE>

                                  LEGAL MATTERS

       The legality of the securities offered hereby will be passed upon for the
Company by its General Counsel.


                                     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 the special purpose  financial  statements of Leigh Mardon Security Division
incorporated in this  prospectus by reference from the Company's  Current Report
on Form 8-K/A  Amendment  No. 1 dated August 14, 1996 have been audited by KPMG,
chartered  accountants,  as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firms given upon their authority as experts in accounting and auditing.


                                       12


<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.............................................................   5
Risk Factors................................................................   5
Selling Stockholder ........................................................  10
Plan of Distribution  ......................................................  11
Legal Matters...............................................................  12
Experts.....................................................................  12


================================================================================


                                 423,098 SHARES






                                AMERICAN BANKNOTE
                                   CORPORATION


                                  Common Stock



                                  ------------

                                   PROSPECTUS

                                  ------------


                              November __, 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.............................      $  657
           Legal fees and expenses..........................       2,500
           Accounting fees and expenses.....................       2,500
           Miscellaneous....................................         343

               Total........................................      $6,000


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       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.

          4.6       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.

          4.7       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").

          4.8       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.


                                      II-2


<PAGE>

          4.9       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.

          4.10      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.

          4.11      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.

          4.12      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").

          4.13      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.

          4.14      Amendment to Credit  Agreement dated as of November 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  September  30,  1997
                    (the "September 30, 1997 10-Q").

          10.1      Amendment to Long-Term  Performance  Plan for Key  Employees
                    adopted June 11, 1997 is incorporated herein by reference to
                    Exhibit 10.1 to the September 30, 1997 10-Q.

          5         Opinion of the Company's General Counsel.*

          23.1      Consent of Deloitte & Touche LLP.*

          23.2      Consent of KPMG.*

          23.3      Consent  of the  Company's  General  Counsel.  (Included  in
                    Exhibit 5).*

*Filed herewith


                                      II-3


<PAGE>

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:

                  (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  18th day of
November, 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
NOVEMBER 20, 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-5



                                                                       Exhibit 5

                         [American Banknote Letterhead]

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:


                  I 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
423,098 shares (the "Shares") of common stock,  par value $.01 per share, of the
Company (the "Common Stock").

                  As such  counsel,  I have  examined  such  corporate  records,
certificates  and other documents as I have considered  necessary or appropriate
for the purposes of this opinion.  In rendering this opinion, I have assumed (i)
the  genuineness  of all  signatures  on  documents  I have  examined,  (ii) the
authenticity of all documents, and (iii) the conformity to original documents of
all documents  submitted as photostatic or conformed copies and the authenticity
of the originals of such copies.  I 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, I am of the opinion that:

         (1)      The  Shares  have  been  validly  authorized  and  issued, and
 are fully-paid and non-assessable shares of Common Stock.

                  I am a  member  of the  bar of the  State  of New  York  and I
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.

                  I consent to the  filing of this  opinion as an exhibit to the
Registration Statement. In giving such consent I do not hereby concede that I am
within the category of persons whose consent is required  under Section 7 of the
Securities Act or the rules and regulations promulgated thereunder.

                  I am  delivering  this opinion  solely for your benefit and no
other person is entitled to rely upon it without prior written consent.


                                                           Very truly yours,

                                                           /s/ Harvey J. Kesner
                                                           --------------------
                                                           Harvey J. Kesner





                                                                    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.


DELOITTE & TOUCHE LLP
New York, New York
November 20, 1997









                                                                    EXHIBIT 23.2





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 14 August 1996 on
the special purpose financial  statements of Leigh Mardon Security Division (the
"Economic  Entity")  as  defined in Note 1 thereto,  as  included  in Form 8-K/A
Amendment No. 1 dated August 14, 1996, 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.



KPMG
Melbourne, Australia
November 20, 1997






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