As filed with the Securities and Exchange Commission on November 20, 1997
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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>
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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, $657, has been calculated pursuant to Section 6(b) of, and Rule
457(c) under, the Securities Act of 1933, as amended (the "Securities
Act"), based on the average of the high and low sales prices of the
Common Stock as reported by the New York Stock Exchange on November 18,
1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
PROSPECTUS
Subject to Completion, Dated November 20, 1997
423,098 SHARES
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AMERICAN BANKNOTE CORPORATION
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COMMON STOCK
($.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.
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SEE RISK FACTORS BEGINNING ON PAGE 5 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED BY POTENTIAL INVESTORS.
<PAGE>
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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.
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The date of this Prospectus is November __, 1997.
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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.
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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.
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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
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<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
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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.
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<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.
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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.
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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