SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 20, 1998
AMERICAN BANKNOTE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-3410 13-0460520
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File No.) Identification No.)
410 PARK AVENUE, NEW YORK, NEW YORK 10022-4407
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 593-5700
200 PARK AVENUE, NEW YORK, NEW YORK 10166-4999
(Former Address, if Changed From Last Report)
Page 1
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American Banknote Corporation hereby amends the following items, acquisition
or disposition of assets, financial statements, exhibits or other portions of
its Current Report on Form 8-K dated July 20, 1998, as set forth in the pages
attached hereto:
Item 2. Acquisition or Disposition of Assets.
Item 7(b) Pro Forma Financial Information
Item 2. Acquisition or Disposition of Assets.
On July 20, 1998, American Bank Note Holographics, Inc. ("ABNH"), until
then a wholly owned subsidiary of American Banknote Corporation ("ABN"),
consummated the initial public offering (the "Offering") of 13,636,000 shares of
ABNH common stock (the "ABNH Common Stock") at a price to the public of $8.50
per share. All of such shares of ABNH Common Stock were offered and sold to the
public by ABN, which received net proceeds from such sale, after underwriting
discounts and before other expenses, of approximately $107.9 million. Upon
consummation of the Offering, ABNH became a public company, listed on the New
York Stock Exchange, and ABN no longer owns any ABNH Common Stock.
On August 27, 1998, ABN announced a cash tender offer (the "Tender Offer")
for $70 million of its outstanding 10 3/8% Senior Notes due June 1, 2002 (the
"Notes"). The Tender Offer consideration to be paid for each tendered Note is
101% of the principal amount of the Note, plus accrued and unpaid interest. The
Tender Offer was made in compliance with Section 5.15 of the indenture pursuant
to which the Notes were issued (the "Indenture").
ABN used $70 million of the net proceeds from the Offering to finance the
purchase of the Notes. After giving full effect to the consummation of the
Tender Offer, the Company expects to reinvest the remaining excess proceeds in
strategic acquisitions or assets in existing lines of business in accordance
with the terms of the Indenture. To the extent the excess proceeds or any part
thereof are not reinvested, the Company will make an additional offer to
purchase the Notes utilizing such proceeds as required by the Indenture.
On August 27, 1998, the date of the Tender Offer for the Notes, the Company
issued the press release attached hereto as Exhibit 99.1.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Consolidated Financial Information
The unaudited pro forma condensed consolidated balance sheet as of June 30,
1998 includes the historical accounts of the Company and ABNH and gives effect
to the Offering and the purchase of $70 million of Notes pursuant to the
Indenture and the Tender Offer, in each case as if it had occurred on June 30,
1998. The unaudited pro forma condensed consolidated statements of operations of
the Company for the year ended December 31, 1997 and the six months ended June
30, 1998 include the historical operations of the Company and ABNH, and gives
effect to the Offering and the purchase of $70 million of Notes pursuant to the
Indenture and the Tender Offer, in each case as if it had occurred at the
beginning of the periods indicated.
ABN used $70 million of the net proceeds from the Offering to finance the
purchase of the Notes. After giving full effect to the consummation of the
Tender Offer, the Company expects to reinvest the remaining excess proceeds in
strategic acquisitions or assets in existing lines of business in accordance
with the terms of the Indenture. To the extent the excess proceeds or any part
thereof are not reinvested, the Company will make an additional offer to
purchase the Notes utilizing such proceeds as required by the Indenture.
The unaudited pro forma condensed consolidated financial information, which
has been prepared by the Company's management, has been derived from the
historical balance sheets and statements of operations of the Company and ABNH
in accordance with generally accepted accounting principles.
The unaudited pro forma condensed consolidated financial information is not
intended to represent and is not indicative of what the Company's results of
operations actually would have been if the aforementioned transactions had been
completed as of June 30, 1998, or as of the beginning of the periods indicated,
or to project the Company's results of operations for any future period. The
unaudited pro forma condensed consolidated financial information has been
prepared by the Company and all calculations have been based upon assumptions
deemed appropriate by the Company. Certain of these assumptions are set forth
under the notes to the unaudited pro forma condensed consolidated balance sheet
and the unaudited pro forma condensed consolidated statements of operations.
These statements should be read in conjunction with the historical consolidated
financial statements and the notes thereto of the Company included in the
Company's latest annual report on Form 10-K and the Company's latest quarterly
reports on Form 10-Q (including Form 10-Q for the quarter ended June 30, 1998).
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American Banknote Corporation and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
Assumes the Completion of the Offering and the Tender Offer as of June 30, 1998.
Pro Forma Adjustments Pro Forma
ABN ABNH ABNH Tender As
Historical Historical Offering Offer Adjusted
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents (a) $6,980 $399 $107,793 (1) ($71,305)(2) $43,069
Accounts receivable-net 57,947 14,134 43,813
Costs in excess of billings
on uncompleted contracts 4,197 4,197
Inventories 47,526 8,036 39,490
Deferred taxes 3,759 471 3,288
Prepaid expenses and other 17,998 574 17,424
-------- ------- -------- -------- --------
Total current assets 138,407 23,614 107,793 (71,305) 151,281
Property, plant and equipment, net 249,485 5,525 243,960
Other assets 26,324 51 (1,048)(2) 25,225
Excess of cost of investment in
subsidiaries over net assets
acquired, net 79,555 8,616 70,939
-------- ------- -------- -------- --------
$493,771 $37,806 $107,793 ($72,353) $491,405
======== ======= ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Revolving credit facilities $9,872 $4,742 $5,130
Current portion of
long-term debt 13,416 13,416
Accounts payable and $3,500 (1) ($605)(2)
accrued expenses 66,782 3,909 2,000 (1) 100 (2) 67,868
------- ------- ------ -------- -------
Total current liabilities 90,070 8,651 5,500 (505) 86,414
Long-term debt 295,229 (70,000)(2) 225,229
Other liabilities 19,372 480 18,892
Deferred income taxes 28,640 1,556 24,850 (1) (647)(2) 51,287
Minority interest 19,202 19,202
-------- ------- -------- -------- --------
452,513 10,687 30,350 (71,152) 401,024
50,324 (1)
Stockholders' equity (3) 41,258 27,119 27,119 (1) (1,201)(2) 90,381
-------- ------- -------- -------- --------
$493,771 $37,806 $107,793 ($72,353) $491,405
======== ======= ======== ======== ========
(a) Includes approximately $25 million of excess proceeds the Company expects to
reinvest in strategic acquisitions or assets in existing lines of business in
accordance with the terms of the Indenture. To the extent the excess proceeds or
any part thereof are not reinvested, the Company will make an additional offer
to purchase the Notes utilizing such proceeds as required by the Indenture.
</TABLE>
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<PAGE>
American Banknote Corporation and Subsidiaries
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
(Dollars in thousands)
Assumes the Completion of the Offering and the Tender Offer as of June 30, 1998.
(1) On July 20, 1998, the Company sold pursuant to the Offering its investment
in ABNH. The following is a pro forma calculation of the gain on the sale of
ABNH as of June 30, 1998, the date of unaudited pro forma condensed consolidated
balance sheet.
Net cash proceeds to Company from the Offering $107,793
Deduct:
Carrying value of investment in ABNH $27,119
Estimated expenses of sale 3,500 30,619
------- --------
Pro forma gain on sale before taxes 77,174
Pro forma taxes on gain
Current provision $ 2,000
Deferred provision 24,850
-------
Total provision at statutory rates after
adjustment for permanent differences 26,850
-------
Pro forma gain on sale after taxes $50,324
=======
(2) On August 27, 1998, the Company offered to purchase up to $70 million
aggregate principal amount of its outstanding Notes from the above proceeds. The
following is a pro forma calculation of the effects of such Tender Offer and the
extraordinary loss resulting from the early redemption of such debt as of June
30, 1998.
Pro forma cash used to purchase Notes as of June 30, 1998
Notes purchased $70,000
Premium paid pursuant to the terms
of the Notes indenture 1.0% 700
Accrued interest from June 1, 1998 (last date
interest was paid) to June 30, 1998
(pro forma date that the Senior
Notes are purchased) 10.375% 605
-------
Pro forma cash payment as of June 30, 1998 $71,305
=======
Pro forma transaction to reflect purchase Notes as of June 30, 1998
Long-term debt $70,000
Stockholders' equity 1,201
Accrued interest 605
Deferred taxes 647
Cash (71,305)
Other assets - (deferred financing expenses) (1,048)
Accounts payable and accrued expenses (100)
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American Banknote Corporation and Subsidiaries
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet - Continued
(Dollars in thousands)
Assumes the Completion of the Offering and the Actual Tender Offer as of June
30, 1998.
Charge to stockholders' equity consisted of the following components:
Extraordinary loss on early redemption of debt
Premium paid to purchase Notes $ 700
Estimated expenses of Tender Offer 100
Unamortized deferred financing expense 1,048
------
Pre tax loss on early redemption of debt 1,848
Tax benefit at statutory rate 35% (647)
------
Net charge to stockholders' equity $1,201
======
(3) Stockholders' equity consist of the following:
Pro Forma
ABN As
Historical Adjusted
---------- --------
Preferred Stock - -
Convertible Debentures $7,193 $7,193
Common Stock 224 224
Capital surplus 79,143 79,143
Retained earnings (deficit) (34,485) 14,638
Unearned compensation (1,889) (1,889)
Treasury stock (1,253) (1,253)
Cumulative translation adjustment (7,675) (7,675)
------- -------
$41,258 $90,381
======= =======
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American Banknote Corporation and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 1998 (Dollars in thousands, except per share
data)
<TABLE>
<CAPTION>
Assumes the Completion of the Offering and the Tender Offer as of January 1,
1998.
Pro Forma
ABN ABNH (a) Pro Forma As
Historical Historical Adjustments Adjusted
<S> <C> <C> <C> <C>
Sales $164,006 $ 16,616 $147,390
-------- -------- --------
Costs and expenses:
Costs of goods sold 121,310 6,445 114,865
Selling and administration 26,620 2,758 23,862
Depreciation and amortization 11,817 584 11,233
-------- -------- --------
159,747 9,787 149,960
-------- -------- --------
4,259 6,829 (2,570)
Other (expense) income:
Interest expense (17,550) (245) $3,904 (b) (13,401)
Other, net 200 224 (24)
-------- -------- -------- --------
(17,350) (21) 3,904 (13,425)
-------- -------- -------- --------
Income (loss) before taxes
on income (benefit) and
minority interest (13,091) 6,808 3,904 (15,995)
Taxes on income (benefit) (4,134) 2,736 1,366 (b) (5,504)
-------- -------- -------- --------
Income (loss) before
minority interest (8,957) 4,072 2,538 (10,491)
Minority interest 310 310
-------- -------- -------- --------
Income (loss) from operations ($9,267) $4,072 $2,538 ($10,801)
======== ======== ======== ========
Accreted interest of other
equity security ($281) ($281)
======== ========
Income (loss) available for
common stockholders ($9,548) ($11,082)
======== ========
Income (loss) per share from operations:
Basic ($0.45) ($0.52)
======== ========
Diluted ($0.45) ($0.52)
======== ========
Shares used in computing per share amounts:
Basic 21,130 21,130
======== ========
Diluted 21,130 21,130
======== ========
</TABLE>
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American Banknote Corporation and Subsidiaries
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 1998
(Dollars in thousands)
Assumes the Completion of the Offering and the Tender Offer as of January 1,
1998.
(a) In July 1998, the Company received the proceeds from the Offering of
approximately $107.9 million.
(b) On August 27, 1998, the Company offered to purchase up to $70 million
aggregate principal amount of its outstanding Notes from the above proceeds.
Pro forma aggregate principal amount of Notes purchased $70,000
-------
Interest expense on above Notes 10.375% $3,631
Amortization of deferred financing costs 121
-------
Pro forma pre tax interest savings on Notes purchased 3,752
Eliminate intercompany interest expense payable to ABNH 152
-------
Pro forma pre tax interest savings $3,904
=======
Tax effect of pro forma interest at statutory rate 35% $1,366
======
(c) The pro forma does not give effect to either investing the excess proceeds
of the Offering (approximately $25 million) in accordance with the Indenture or
the purchase of Notes as required by the Indenture.
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<PAGE>
American Banknote Corporation and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 1997
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Assumes the Completion of the Offering and the Tender Offer as of January 1,
1997.
Pro Forma
ABN ABNH (a) Pro Forma As
Historical Historical Adjustments Adjusted
<S> <C> <C> <C> <C>
Sales $336,359 $30,915 $305,444
-------- ------- --------
Costs and expenses:
Costs of goods sold 229,812 11,912 217,900
Selling and administration 45,662 6,001 39,661
Goodwill amortization 22,937 1,136 21,801
-------- ------- --------
298,411 19,049 279,362
-------- ------- --------
37,948 11,866 26,082
Other (expense) income:
Interest expense (32,762) (159) $7,787 (b) (24,816)
Other, net 212 1,126 (914)
-------- ------- ------- --------
(32,550) 967 7,787 (25,730)
-------- ------- ------- --------
Income before taxes on income
(benefit) and minority interest 5,398 12,833 7,787 352
Taxes on income (benefit) (1,435) 5,294 2,725 (b) (4,004)
-------- ------- ------- --------
Income before minority interest 6,833 7,539 5,062 4,356
Minority interest 2,993 2,993
-------- ------- ------- --------
Income from operations $3,840 $7,539 $5,062 $1,363
======== ======= ======= ========
Accreted interest of other
equity security ($171) ($171)
======== ========
Income available for
common stockholders $3,669 $1,192
======== ========
Income per share from operations:
Basic $0.18 $0.06
======== ========
Diluted $0.18 $0.06
======== ========
Shares used in computing per share amounts:
Basic 20,140 20,140
======== ========
Diluted 20,800 20,800
======== ========
</TABLE>
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American Banknote Corporation and Subsidiaries
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 1997
(Dollars in thousands)
Assumes the Completion of the Offering and the Tender Offer as of January 1,
1997.
(a) In July 1998, the Company received the proceeds from the Offering of
approximately $107.9 million.
(b) On August 27, 1998, the Company offered to purchase up to $70 million
aggregate principal amount of its outstanding Notes from the above proceeds.
Pro forma aggregate principal amount of Notes purchased $70,000
-------
Interest expense on above Notes 10.375% $7,263
Amortization of deferred financing costs 219
-------
Pro forma pre tax interest savings on Notes purchased 7,482
Eliminate intercompany interest expense payable to ABNH 305
--------
Pro forma pre tax interest savings $7,787
========
Tax effect of pro forma interest at statutory rate 35% $2,725
======
(c) The pro forma does not give effect to either investing the excess proceeds
of the Offering (approximately $25 million) in accordance with the Indenture or
the purchase of Notes as required by the Indenture.
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<PAGE>
(C) Exhibits
99.1. Press Release issued by ABN on August 27, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, American Banknote Corporation has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
AMERICAN BANKNOTE CORPORATION
Date: October 2, 1998 By: /s/ Patrick J. Gentile
-----------------------
Patrick J. Gentile
Senior Vice President
Page 11
Exhibit 99.1
American Banknote Corporation
410 Park Avenue
New York, New York 10022-4407
Contact: Jean Marie Young
Director Investor Relations
212-557-9100 FOR IMMEDIATE RELEASE
American Banknote Announces Tender Offer For Its
10 3/8% Senior Notes Due June 1, 2002
NEW YORK, NY, August 27, 1998 -- American Banknote Corporation (formerly United
States Banknote Corporation) (NYSE:ABN) today announced a cash tender offer
("Offer") for $70 million of its outstanding 10 3/8% Senior Notes due June 1,
2002 ("Notes"). The Offer consideration to be paid for each validly tendered
Note is 101% of the principal amount of the Notes, or $1,010 per $1,000
principal amount of the Notes plus accrued and unpaid interest. The Offer is
being made in compliance with Section 5.15 of the indenture pursuant to which
the Notes were issued ("Indenture").
The Offer will expire at 5:00 p.m., New York City time, on Friday, September 25,
1998, unless extended.
American Banknote will use a portion of the proceeds from the sale of its
American Bank Note Holographics subsidiary to finance the purchase of the Notes.
After giving full effect to the consummation of the Offer, the Company expects
to reinvest the remaining excess proceeds in acquisitions or assets in
accordance with the terms of the Indenture. To the extent the balance of any
remaining excess proceeds are not reinvested, the Company will make an
additional offer to purchase the Notes utilizing the uninvested funds pursuant
to the Indenture.
Georgeson & Company Inc. is the Information Agent for the Offer. The Offer will
be made pursuant to an Offer to Purchase and Letter of Transmittal, which more
fully set forth the terms of the Offer. Additional information concerning the
terms of the Offer, tendering Notes and conditions to the Offer as well as
copies of the Offer to Purchase and related documents may be obtained from
Georgeson & Company Inc., the Information Agent, at (212) 440-9800.
American Banknote Corporation is a leading global provider of secure transaction
documents and systems in carefully selected markets along three major product
groups: Transaction Cards & Systems, Printing Services & Document Management,
and Security Printing Solutions. A combined strategy of operating along product
lines and constant expansion of transaction activities worldwide reflects the
rapidly changing field of electronic commerce.
This release contains forward-looking statements relating to future financial
results. Actual results may differ materially as a result of factors over which
the Company has no control. These risk factors and additional information are
included in the Company's annual report on Form 10-K and quarterly reports on
Form 10-Q on file with the Securities and Exchange Commission.
#####
