As filed with the Securities and Exchange Commission on January 12, 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
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(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.......................... 1,600,000 shares(2) $5.125 $8,200,000 $2,419
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. The
registration fee for the shares of Common Stock being registered hereby,
$2,419, 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 January 5, 1998.
(2) Includes up to 1,600,000 shares of Common Stock issuable upon conversion of
the Zero Coupon Convertible Subordinated Debentures of the Company (the
"Debentures") and the exercise of the Warrants and Redemption Warrants
issued in connection with the Debentures (collectively, the "Warrants").
For purposes of estimating the number of shares of Common Stock to be
included in this Registration Statement, the Company calculated the number
of shares of Common Stock issuable in connection with the conversion of the
Debentures and the exercise of the Warrants using an arbitrary conversion
price and exercise price. In addition to the shares set forth in the table,
which represents a good faith estimate of the number of shares underlying
the Debentures and the Warrants, the amount to be registered includes an
indeterminate number of shares issuable upon conversion or in respect of
the Debentures and upon exercise of the Warrants, as such number may be
adjusted as a result of stock splits, stock dividends and anti-dilution
provisions (including the floating rate conversion mechanism set forth in
the Debentures) in accordance with Rule 416 under the Securities Act.
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.
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PROSPECTUS
Subject to Completion, Dated January __, 1998
1,600,000 SHARES
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AMERICAN BANKNOTE CORPORATION
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COMMON STOCK
($.01 Par Value)
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This Prospectus relates to the offer and sale of up to 1,600,000 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 certain stockholders of
the Company (the "Selling Stockholders"), 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
Stockholders 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 Stockholders 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. Any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"), may be sold under Rule 144 rather than pursuant to this
Prospectus. See "Selling Stockholders" and "Plan of Distribution."
The 1,600,000 shares referred to above is an estimate of the number of
shares offered hereby. The number of shares included in the registration
statement of which this Prospectus is a part, and offered hereby, is
indeterminate, is subject to adjustment and could be materially less or more
than such estimated number depending on factors which cannot be predicted at
this date. See "Selling Stockholders."
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
Stockholders will be borne by the Selling Stockholders.
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The Selling Stockholders 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 Stockholders 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
January 5, 1998 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.
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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 January __, 1998.
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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 Reports on Form 8-K/A filed January 24, 1997 and
on Form 8-K filed September 25, 1997, October 9, 1997, October 24, 1997, October
29, 1997, November 4, 1997, November 7, 1997, November 10, 1997, November 17,
1997, November 24, 1997, November 25, 1997, December 2, 1997, December 8, 1997,
December 10, 1997, December 12, 1997 and January 9, 1998;
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, as amended by Form 10-K/A filed April 30, 1997; 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.
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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.
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.
RECENT DEVELOPMENTS
The Company has executed contracts for the continued supply of phone
cards for Telebras, Brazil's national telephone company. The Company anticipates
that revenues from these contracts will total approximately $18 million for the
one-year period beginning December 1997. In accordance with the Brazil
privatization program for Telebras, the Company has entered into six separate
agreements with local phone operators Telem, Teleron, Telems, Telaima, Telest
and Telasa for Rio de Janeiro and five other states. Each of the six local phone
operators has the option to extend its contract for a second year.
The Company has acquired the printing assets of Commonwealth Bank of
Australia Limited ("Commonwealth") for a purchase price of AU$6.5 million
(approximately US$4.6 million). In connection with the purchase, the Company has
entered into a three-year supply agreement for the supply of printed products to
Commonwealth with two three-year extension periods exercisable by Commonwealth.
The Company has acquired the printing assets of Bank Itau ("Itau") in
Brazil for Reals 6 million (approximately US$5.5 million). In connection with
the purchase, Itau has agreed to a two-year supply agreement for the supply of
printed products to Itau with two one-year extensions exercisable by Itau.
The Company has completed a refinancing of certain of the Company's
outstanding indebtedness (the "Refinancing"). Pursuant to the Refinancing, the
Company: (i) sold, in a transaction not registered under the Securities Act in
reliance on the exemption therefrom units consisting of $95,000,000 aggregate
principal amount of Senior Subordinated Notes due 2007 and 95,000 Warrants to
purchase an aggregate of 1,185,790 shares of Common Stock of the Company at an
exercise price of $5.50 per share; (ii) consummated the Tender Offer and the
related Consent Solicitation (each as defined) with respect to the Company's 11
5/8% Senior Notes due 2002 (the "11 5/8% Notes"); and (iii) repaid outstanding
amounts under the $20.0 million revolving credit facility among ABN, ABNH and
The Chase Manhattan Bank (as successor to Chemical Bank) (the "Existing Credit
Facility").
Pursuant to a separate Offer to Purchase and Consent Solicitation
Statement dated September 25, 1997, the Company offered to repurchase all, but
not less than a majority, of its outstanding 11 5/8% Notes (the "Tender Offer")
for an amount in cash equal to $1,094.47 per $1,000 principal amount of 11
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5/8% Notes. Each tendering holder also received accrued and unpaid interest up
to, but not including, the payment date. In connection with the Tender Offer,
the Company also solicited consents (the "Consent Solicitation") from tendering
holders of 11 5/8% Notes to certain proposed amendments (the "Indenture
Amendments") to the indenture governing the 11 5/8% Notes ("11 5/8% Notes
Indenture"), which amendments would, among other things, eliminate substantially
all of the restrictive covenants contained in the 11 5/8% Notes Indenture.
Holders of 11 5/8% Notes who timely tendered received a consent payment equal to
2% of the principal amount of the related 11 5/8% Notes ($20.00 per $1,000
principal amount) (which consent payment is included in the tender price
referred to above). Following the tender of 11 5/8% Notes and receipt of
consents of holders of a majority of the 11 5/8% Notes (in excess of $32.5
million aggregate principal amount) on October 8, 1997, the Company and the
trustee for the 11 5/8% Notes executed a supplemental indenture containing the
Indenture Amendments, which became effective upon acceptance for purchase of the
tendered 11 5/8% Notes on December 12, 1997. In connection with the Tender Offer
and Consent Solicitation, the Company purchased, and received consents relating
to, approximately 87.7% of the outstanding 11 5/8% Notes.
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 Stockholders. Any proceeds received by the Company upon exercise of the
Warrants will be used for general corporate purposes.
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 Company is highly leveraged. At September 30, 1997, after giving
effect to the sale of a $5 million accreted value Zero Coupon Convertible
Subordinated Debenture due 2002 in November 1997 and the Refinancing and the
application of the estimated net proceeds thereof, the Company would have had:
(i) total consolidated long-term debt, including the current portion, of $316.2
million; (ii) total stockholders' equity of $57.6 million; and (iii) a ratio of
earnings to fixed charges for the twelve months ended September 30, 1997 of 1.2
to 1.
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 due. However, if
the Company cannot generate sufficient cash flow from operations to meet its
debt
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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 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,
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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.
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
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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.
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 would have a material adverse effect on the sales and
earnings of the Company.
9
<PAGE>
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
elimination of or a 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.
10
<PAGE>
SELLING STOCKHOLDERS
The Shares were issued in a private placement transaction to the
Selling Stockholders. The following table sets forth certain information with
respect to the Selling Stockholders as of December 31, 1997, as follows: (i) the
name and address of the Selling Stockholders; (ii) the number of the Company's
outstanding shares of Common Stock beneficially owned by each Selling
Stockholder (including shares obtainable under options exercisable within sixty
(60) days of such date) 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 Stockholders after completion of the sale of Common Stock being offered
hereby. There can be no assurance that the Selling Stockholders will sell all of
the shares being offered hereby.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Selling Stockholder at December 31, 1997(1) After Offering
- ------------------- ----------------------- Number of ---------------
Shares Covered
Number by this Number Percent
of Shares Prospectus of Shares of Class
--------- ---------- --------- --------
<S> <C> <C> <C> <C>
RGC International 2,377,759(2) 1,280,000 1,097,759 4.9%(2)
Investors LDC
Halifax Fund L.P. 320,000(3) 320,000 0 *
- --------------------------------------------------------------------------------------------------
Total 2,697,759 1,600,000 1,097,759 4.9%
</TABLE>
* Less than 1%
(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 December 31, 1997, there were 20,853,769 shares of
Common Stock outstanding.
(2) The number of shares set forth in the table represents an estimate of the
number of shares of Common Stock to be offered by this Selling
Stockholder hereby, as well as an estimate of the number of shares
issuable upon conversion of the outstanding principal amount of the
Company's Zero Coupon Convertible Subordinated Debenture dated July 24,
1997 (the "July Debenture"), plus warrants to purchase 215,000 shares of
Common Stock issued in connection therewith (the "July Warrants"). The
actual number of shares of Common Stock issuable upon conversion of the
Debentures and the July Debenture and exercise of the Warrants and the
July Warrants is indeterminate, is subject to adjustment and could be
materially less or more than such estimated number depending on factors
which cannot be predicted by the Company at this time, including, among
other factors, the future market price of the Common Stock. The actual
number of shares of Common Stock offered hereby, and included in the
Registration Statement of which this Prospectus is a part, includes such
additional number of shares of Common Stock as may be issued or issuable
upon conversion of the Debentures and exercise of the Warrants by reason
of the floating rate conversion price mechanism or other adjustment
mechanisms described therein, or by reason of any stock split, stock
dividend or similar transaction involving the Common Stock, in order to
prevent dilution, in accordance with Rule 416 under the Securities Act.
Pursuant to the terms of the Debentures, the Warrants, the July Debenture
and the July Warrants, the Debentures, the Warrants, the July Debenture
and the July Warrants are convertible or exercisable by any holder only
to the extent that the number of shares of Common Stock thereby issuable,
together with the number of shares of Common Stock owned by such holder
and its affiliates (but not including shares of Common Stock underlying
the unconverted portion of the Debentures or the July Debenture or the
unexercised portions of the Warrants or July Warrants) would not exceed
11
<PAGE>
4.9% of the then outstanding Common Stock as determined in accordance
with Section 13(a) of the Exchange Act. Accordingly, the number of shares
of Common Stock set forth in the table for this Selling Stockholder
exceeds the number of shares of Common Stock that this Selling
Stockholder could own beneficially at any given time through their
ownership of the Debentures, the Warrants, the July Debenture and the
July Warrants. In that regard, beneficial ownership of this Selling
Stockholder set forth in the table is not determined in accordance with
Rule 13d-3 under the Exchange Act.
(3) The number of shares set forth in the table represents an estimate of the
number of shares of Common Stock to be offered by this Selling
Stockholder. The actual number of shares of Common Stock issuable upon
conversion of the Debentures and exercise of the Warrants is
indeterminate, is subject to adjustment and could be materially less or
more than such estimated number depending on factors which cannot be
predicted by the Company at this time, including, among other factors,
the future market price of the Common Stock. The actual number of shares
of Common Stock offered hereby, and included in the Registration
Statement of which this Prospectus is a part, includes such additional
number of shares of Common Stock as may be issued or issuable upon
conversion of the Debentures and exercise of the Warrants by reason of
the floating rate conversion price mechanism or other adjustment
mechanisms described therein, or by reason of any stock split, stock
dividend or similar transaction involving the Common Stock, in order to
prevent dilution, in accordance with Rule 416 under the Securities Act.
Pursuant to the terms of the Debentures and the Warrants, the Debentures
and the Warrants are convertible or exercisable by any holder only to the
extent that the number of shares of Common Stock thereby issuable,
together with the number of shares of Common Stock owned by such holder
and its affiliates (but not including shares of Common Stock underlying
the unconverted portion of the Debentures or the unexercised portions of
the Warrants) would not exceed 4.9% of the then outstanding Common Stock
as determined in accordance with Section 13(a) of the Exchange Act.
Accordingly, the number of shares of Common Stock set forth in the table
for this Selling Stockholder exceeds the number of shares of Common Stock
that this Selling Stockholder could own beneficially at any given time
through their ownership of the Debentures and the Warrants. In that
regard, beneficial ownership of this Selling Stockholder set forth in the
table is not determined in accordance with Rule 13d-3 under the Exchange
Act.
12
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that the Shares may be
sold from time to time by the Selling Stockholders, or by their respective
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 Stockholders 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 Stockholders 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 Stockholders 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 Stockholders and any broker-dealer or
agent. It is also possible that the Selling Stockholders 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. Any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus. The Shares
are being sold by the Selling Stockholders acting as principals for their own
respective accounts. The Company will not be entitled to any proceeds from the
sale of any Shares sold by the Selling Stockholders 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 Stockholders will be borne by the Selling Stockholders.
In connection with the distribution of the Shares, the Selling
Stockholders 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
Stockholders. The Selling Stockholders may also sell the Shares short and
redeliver the Shares to close out the short positions. The Selling Stockholders
may also enter into option or other transactions with broker-dealers which
require the delivery to the broker-dealer of the Shares. The Selling
Stockholders 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 Stockholders and any dealer participating in the distribution
of Shares or any broker executing selling orders on behalf of the Selling
Stockholders 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.
13
<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 of American Banknote Corporation
and subsidiaries as of December 31, 1996 and 1995 and for each of the three
years in the period ended December 31, 1996 incorporated in this Prospectus by
reference from the Company's annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The special purpose financial statements of Leigh Mardon Security
Division as of June 30, 1995 and 1994 and for each of the three years in the
period ended June 30, 1995 incorporated in this Prospectus by reference from the
Company's Current Repot 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 refernece and have been so incorporated in reliance upon
the report of such firm given upon their authiorty as experts in accounting and
auditing.
14
<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
Recent Developments......................................................... 5
Use of Proceeds............................................................. 6
Risk Factors................................................................ 6
Selling Stockholders ....................................................... 11
Plan of Distribution ...................................................... 13
Legal Matters............................................................... 14
Experts..................................................................... 14
1,600,000 SHARES
AMERICAN BANKNOTE
CORPORATION
Common Stock
----------
PROSPECTUS
----------
January __, 1998
<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........................ $2,419
Legal fees and expenses..................... 5,000
Accounting fees and expenses................ 5,000
Miscellaneous............................... 2,581
Total................................... $15,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (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 good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the
II-1
<PAGE>
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").
4.15 Indenture for the 11 1/4% Senior Subordinated Notes due 2007,
Series A (the "Old Notes") and 11 1/4% Senior Subordinated
Notes due 2007, Series B (the "Exchange Notes"), dated as of
December 12, 1997 among the Company, the Guarantors and The
Bank of New York, as trustee, is incorporated herein by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-4 filed on January 9, 1998 (the "January
9, 1998 Form S-4").
4.16 Forms of Guarantee are incorporated herein by reference to
Exhibit 4.2 to the January 9, 1998 Form S-4.
4.17 First Supplement dated as of October 8, 1997 to the Indenture
dated as of May 1, 1994 between the Company and State Street
Bank & Trust Company (as successor to First National Bank of
Boston), as Trustee, relating to the 11 5/8% Senior Notes due
August 1, 2002, Series B, is incorporated herein by reference
to Exhibit 4.5 to the January 9, 1998 Form S-4.
II-3
<PAGE>
4.18 Registration Rights Agreement dated as of December 12, 1997
among the Company, the Guarantors and Chase Securities Inc.,
Bear, Sterns & Co. Inc., NationsBanc Montgomery Securities,
Inc. and Societe Generale Securities Corporation is
incorporated herein by reference to Exhibit 4.6 to the January
9, 1998 Form S-4.
10.1 Securities Purchase Agreement by and among American Banknote
Corporation, RGC International Investors, LDC and Halifax
Fund, L.P., dated as of November 25, 1997 is incorporated
herein by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K dated November 25, 1997 (the "November 25,
1997 Form 8-K").
10.2 Form of Zero Coupon Convertible Subordinated Debenture, dated
November 25, 1997 is incorporated herein by reference to
Exhibit 10.2 to the November 25, 1997 Form 8-K.
10.3 Form of Warrant to purchase 150,000 shares of common stock of
American Banknote Corporation, dated November 25, 1997 is
incorporated herein by reference to Exhibit 10.3 to the
November
25, 1997 Form 8-K.
10.4 Registration Rights Agreement by and among American Banknote
Corporation, RGC International Investors, LDC and Halifax
Fund, L.P., dated as of November 25, 1997 is incorporated
herein by reference to Exhibit 10.4 to the November 25, 1997
Form 8-K.
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-4
<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 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-5
<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 8th day of
January, 1998
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
JANUARY 8, 1998 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
Exhibit 5
[American Banknote Letterhead]
January 8, 1998
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 1,600,000
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, as amended on Form 10-K/A, and to the
reference to us under the heading "Experts" which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
New York, New York
January 9, 1998
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
January 8, 1998
