<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1998
REGISTRATION NO. 333-44069
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
AMERICAN BANKNOTE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 2799 13-0460520
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
AMERICAN BANK NOTE COMPANY NEW YORK 13-2735924
ABN SECURITIES SYSTEMS, INC. NEW YORK 13-2791166
HORSHAM HOLDING COMPANY, INC. PENNSYLVANIA 23-2204722
AMERICAN BANK NOTE HOLOGRAPHICS, INC. DELAWARE 13-3317668
AMERICAN BANKNOTE CARD SERVICES, INC. DELAWARE 13-3690286
AMERICAN BANKNOTE MERCHANT SERVICES, INC. DELAWARE 13-3962422
ABN INVESTMENTS, INC. DELAWARE 13-3753757
ABN EQUITIES INC. DELAWARE 13-3753756
AMERICAN BANKNOTE AUSTRALASIA HOLDINGS, INC. DELAWARE 13-3893332
ABN GOVERNMENT SERVICES, INC. DELAWARE 13-3869963
USBC CAPITAL CORP. DELAWARE 13-3778099
ABN CBA, INC. DELAWARE 13-3979794
(Exact Name of Registrant (State or Other Jurisdiction (I.R.S. Employer
as Specified in its Charter) of Identification No.)
Incorporation or Organization)
</TABLE>
------------------------
200 PARK AVENUE
NEW YORK, NY 10166
(212) 557-9100
(Address, including zip code, and telephone number, including area code of
Registrants' principal executive offices)
JOHN T. GORMAN
EXECUTIVE VICE PRESIDENT
AMERICAN BANKNOTE CORPORATION
200 PARK AVENUE
NEW YORK, NY 10166
(212) 557-9100
(Name, address, including zip code, and telephone number, including area code
of agent for service)
------------------------
Copies to:
<TABLE>
<S> <C>
HARVEY J. KESNER, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL DENNIS J. BLOCK, ESQ.
AMERICAN BANKNOTE CORPORATION WEIL, GOTSHAL & MANGES LLP
200 PARK AVENUE 767 FIFTH AVENUE
NEW YORK, NY 10166 NEW YORK, NY 10153-0119
(212) 557-9100 (212) 310-8000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------------
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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and each of American Bank Note Holographics, Inc., American
Banknote Card Services, Inc., American Banknote Merchant Services, Inc., ABN
Investments, Inc., ABN Equities, Inc., American Banknote Australasia Holdings,
Inc., ABN Government Services, Inc., USBC Capital Corp. and ABN CBA, Inc. (the
"Delaware Corporate Guarantors") are incorporated under the laws of the State of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
("Section 145") provides that a Delaware corporation may indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorney' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened, pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorney's fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director has actually and reasonably incurred.
The respective certificates of incorporation, as amended, of the Company
and each Delaware Corporate Guarantor, other than American Banknote Card
Services Inc., provide that no director of the corporation shall be liable to
such corporation or its stockholders for monetary damages arising from a breach
of fiduciary duty owed to the corporation or its stockholders. The certificate
of incorporation, as amended, of each such Delaware Corporate Guarantor excludes
from such provision liabilities arising (i) from breach of the director's duty
of loyalty to each such company, or its stockholders, (ii) from acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law, or (iv) from any transaction from which the director derived an
improper personal benefit.
The Certificate of Incorporation of each of American Banknote Card Services
Inc., ABN Equities Inc. and ABN Investments Inc. provide that each of these
companies will indemnify its directors, officers and agents to the full extent
permitted by law.
The respective by-laws of the Company and each Delaware Corporate
Guarantor, other than American Banknote Card Services, Inc., provide that the
Company shall indemnify, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, any person who was or is a party or is
threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative by
II-1
<PAGE> 3
reason of the fact that he or she is or was a director or officer of such
corporation or other entity, or is or was serving at the request of such
corporation as a director, officer or member of another corporation, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding and that such indemnification shall continue as to an
indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitee's heirs, executors and administrators. The by-laws of
the Company and each Delaware Corporate Guarantor, except American Banknote Card
Services Inc., further provide that any employee or agent of such corporation,
or any person serving at the request of the Company or such respective Delaware
Corporate Guarantor as an employee or agent of another corporation, partnership,
joint venture or other enterprise shall be indemnified in the same manner as a
director or officer of such entity.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
The respective by-laws of the Company and American Banknote Holographics,
Inc. Guarantor provide that each such corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee, fiduciary, or agent of such corporation or was
serving at the request of that corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, whether or not the corporation would have the power
to indemnify such person against such liability under its by-laws.
All of the directors and officers of the Company and each Delaware
Corporate Guarantor are covered by insurance policies maintained and held in
effect by either the Company or such corporation against certain liabilities for
actions taken in such capacities, including liabilities under the Securities Act
of 1933.
American Bank Note Company and ABN Securities Systems, Inc. are
incorporated under the laws of the State of New York. Sections 722 through 725
of the New York Business Corporation Law (the "Business Corporation Law")
provide that a corporation may indemnify, with certain limitations and
exceptions, a director or officer as follows: (1) in a derivative action,
against his reasonable expenses, including attorneys' fees but excluding certain
settlement costs, actually and necessarily incurred by him in connection with
the defense thereof, or an appeal therein, if such director or officer acted, in
good faith, for a purpose which he reasonably believed to be in (or in the case
of service for another corporation, not opposed to) the best interests of the
corporation; and (2) in a civil or criminal non-derivative action or proceeding
including a derivative action by another corporation, partnership or other
enterprise in which any director or officer of the indemnifying corporation
served in any capacity at the indemnifying corporation's request, against
judgments, fines, settlement payments and reasonable expenses, including
attorneys' fees, incurred as a result thereof, or any appeal therein, if such
director or officer acted in good faith, for a purpose which he reasonably
believed to be in (or, in the case of service for any other corporation, not
opposed to) the best interests of the corporation and, in criminal actions and
proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful. Such indemnification is a matter of right where the director or
officer has been successful on the merits or otherwise, and otherwise may be
granted upon corporate authorization or court award as provided in the statute.
Section 721 of the Business Corporation Law provides that indemnification
arrangements can be established for directors and officers, by contract, by-law,
charter provision, action of shareholders or board of directors, on terms other
than those specifically provided by Article 7 of the Business Corporation Law,
provided that no indemnification may be made to or on behalf of any director or
II-2
<PAGE> 4
officer if a judgment or other final adjudication adverse to the director or
officer establishes that his acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Article 6 of American Bank Note
Company's By-Laws provides for the indemnification, to the full extent
authorized by law, of any person made or threatened to be made a party in any
civil or criminal action or proceeding by reason of the fact that he is or was a
director or officer of American Bank Note Company. In addition, Article 10 of
American Banknote Company's Certificate of Incorporation provides that there
shall be no limit on the company's right to indemnify other than as set forth in
applicable law. Article VI of ABN Securities Systems, Inc.'s By-laws contains
extensive provisions pertaining to indemnification. In essence, subject to a
number of qualifications, ABN Securities Systems, Inc. may indemnify, to the
full extent authorized by law, of any person made or threatened to be made a
party in any civil or criminal action or proceeding by reason of the fact that
he is or was a director or officer of ABN Securities Systems, Inc.
Horsham Holding Company, Inc. is incorporated under the laws of the
Commonwealth of Pennsylvania. Sections 1741 and 1742 of the Pennsylvania
Business Corporation Law ("PBCL") provide that a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding, if such person acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. In the case of an
action by or in the right of the corporation, such indemnification is limited to
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action, except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person has been adjudged to be liable to the corporation unless, and
only to the extent that, a court determines upon application that, despite the
adjudication of liability but in view of all the circumstances, such person is
fairly and reasonably entitled to indemnity for the expenses that the court
deems proper.
PBCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable, or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
Notwithstanding the above, PBCL Section 1743 provides that to the extent
that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any proceeding referred to
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
PBCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any proceeding may be paid by the corporation in advance of the final
disposition of the proceeding upon receipt of an undertaking
II-3
<PAGE> 5
to repay the amount advanced if it is ultimately determined that the indemnitee
is not entitled to be indemnified by the corporation.
PBCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise, and that indemnification may be granted under any bylaw, agreement,
vote of shareholders or disinterested directors or otherwise for any action
taken or any failure to take any action whether or not the corporation would
have the power to indemnify the person under any other provision of law and
whether or not the indemnified liability arises or arose from any action by or
in the right of the corporation; provided, however, that no indemnification may
be made in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
PBCL Section 1747 permits a Pennsylvania business corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against any liability asserted against such
person and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify the
person against such liability under the provisions described above.
Article XVII of Horsham Holding Company Inc.'s By-Laws, as amended provide
that, to the fullest extent that the laws of Pennsylvania permit elimination or
limitation of the liability of directors, no director of the Corporation shall
be personally liable for monetary damages as such for any action taken, or any
failure to take any action, as a director. The PBCL provides that whenever the
by-laws of a corporation by a vote of the shareholders so provide, a director
shall not be personally liable for monetary damages as such for any action
taken, or failure to take any action, unless (i) the director has breached or
failed to perform the duties of his office under the standard of care and
justifiable reliance specified in the PBCL and (ii) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness. These
provisions do not apply to (i) responsibility or liability of a director
pursuant to any criminal statute or (ii) the liability of a director for payment
of taxes.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
<TABLE>
<S> <C> <C> <C>
3.1 (a)(i) -- Certificate of Incorporation of American Banknote
Corporation (the "Company"), including Amendment No. 1
thereto (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995)
(the "June 1995 10-Q").*
(a)(ii) -- Certificate of Designation of the Company authorizing
Preferred Stock as Series A (filed as Exhibit 4 to the
Company's Report on Form 8-A filed April 6, 1994).*
(b) -- Certificate of Incorporation of American Bank Note Company,
as amended.
(c) -- Certificate of Incorporation of ABN Securities Systems,
Inc.**
(d) -- Articles of Incorporation of Horsham Holding Company, Inc.**
(e) -- Certificate of Incorporation of American Bank Note
Holographics, Inc., as amended.**
(f) -- Certificate of Incorporation of American Banknote Card
Services, Inc., as amended.**
(g) -- Certificate of Incorporation of American Banknote Merchant
Services, Inc.**
(h) -- Certificate of Incorporation of ABN Investments, Inc.**
(i) -- Certificate of Incorporation of ABN Equities Inc.**
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
(j) -- Certificate of Incorporation of American Banknote
Australasia Holdings, Inc.**
(k) -- Certificate of Incorporation of ABN Government Services,
Inc.**
(l) -- Certificate of Incorporation of USBC Capital Corp.**
(m) -- Certificate of Incorporation of ABN CBA, Inc.**
3.2 (a) -- By-laws of the Company (filed as Exhibit 3.2 to the June
1995 10-Q).*
(b) -- By-laws of American Bank Note Company.**
(c) -- By-laws of ABN Securities Systems, Inc.**
(d) -- By-laws of Horsham Holding Company, Inc.**
(e) -- By-laws of American Bank Note Holographics, Inc.**
(f) -- By-laws of American Banknote Card Services, Inc.**
(g) -- By-laws of American Banknote Merchant Services, Inc.**
(h) -- By-laws of ABN Investments, Inc.**
(i) -- By-laws of ABN Equities Inc.**
(j) -- By-laws of American Banknote Australasia Holdings, Inc.**
(k) -- By-laws of ABN Government Services, Inc.**
(l) -- By-laws of USBC Capital Corp.**
(m) -- By-laws of ABN CBA, Inc.**
4.1 -- 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.**
4.2 -- Form of Old Note (included in Exhibit 4.1).
4.3 -- Form of Exchange Note (included in Exhibit 4.1).
4.4 -- Forms of Guarantee (included in Exhibits 4.2 and 4.3).
4.5 -- 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.**
4.6 -- Registration Rights Agreement dated as of December 12, 1997
among the Company, the Guarantors and Chase Securities Inc.,
Bear, Stearns & Co. Inc., NationsBanc Montgomery Securities,
Inc. and Societe Generale Securities Corporation.**
4.7 -- The Company undertakes to furnish the Securities and
Exchange Commission, upon request, a copy of all instruments
with respect to long-term debt not filed herewith.
5 -- Opinion of Weil, Gotshal & Manges LLP as to the validity of
the Exchange Notes to be issued by the Company.
8 -- Opinion of Weil, Gotshal & Manges LLP as to certain federal
income tax matters.**
11 -- Computation of per share income (loss) (filed as Exhibit 11
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997).*
12 -- Statement of Computation of Ratios of Earnings to Fixed
Charges.**
23.1 -- Consent of Deloitte & Touche LLP.**
23.2 -- Consent of KPMG.**
23.3 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 to this Registration Statement).
23.4 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 8 to this Registration Statement).
24 -- Power of Attorney.**
25 -- Statement of Eligibility and Qualification of The Bank of
New York, as Trustee on Form T-1 with respect to the 11 1/4%
Senior Subordinated Notes due 2007.**
99.1 -- Form of Letter of Transmittal.**
99.2 -- Form of Notice of Guaranteed Delivery.**
</TABLE>
II-5
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
99.3 -- Form of Instructions to Registered Holders and/or Book-Entry
Facility Participant from Beneficial Owner.**
99.4 -- Form of Exchange Agent Agreement.**
</TABLE>
- ---------------
* Incorporated herein by reference.
** Previously filed.
ITEM 22. UNDERTAKINGS.
(a) Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 of 1933, each such posteffective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the 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.
(b) Each of the undersigned registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of a registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the provisions, or otherwise, each of the
registrants has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by a
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
II-6
<PAGE> 8
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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
(d) Each of the undersigned registrants hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
(e) Each of the undersigned registrants hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-7
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrants
named below have duly caused this Registration Statement to be signed on their
behalf by the undersigned, thereunto duly authorized, in the City and State of
New York, on this 15th day of April, 1998.
AMERICAN BANKNOTE CORPORATION
AMERICAN BANK NOTE COMPANY
ABN SECURITIES SYSTEMS, INC.
HORSHAM HOLDING COMPANY INC.
AMERICAN BANK NOTE HOLOGRAPHICS, INC.
AMERICAN BANKNOTE CARD SERVICES, INC.
AMERICAN BANKNOTE MERCHANT
SERVICES, INC.
ABN INVESTMENTS, INC.
ABN EQUITIES INC.
AMERICAN BANKNOTE AUSTRALASIA
HOLDINGS, INC.
ABN GOVERNMENT SERVICES, INC.
USBC CAPITAL CORP.
ABN CBA, INC.
By: /s/ JOHN T. GORMAN
------------------------------------
JOHN T. GORMAN
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
II-8
<PAGE> 10
AMERICAN BANKNOTE CORPORATION
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board and Chief April 15, 1998
- --------------------------------------------- Executive Officer (Principal Executive
(MORRIS WEISSMAN) Officer)
/s/ JOHN T. GORMAN Executive Vice President and Chief April 15, 1998
- --------------------------------------------- Financial Officer (Principal Financial
(JOHN T. GORMAN) and Accounting Officer)
* Director April 15, 1998
- ---------------------------------------------
(BETTE B. ANDERSON)
* Director April 15, 1998
- ---------------------------------------------
(DR. OSCAR ARIAS S.)
* Director April 15, 1998
- ---------------------------------------------
(C. GERALD GOLDSMITH)
* Director April 15, 1998
- ---------------------------------------------
(IRA J. HECHLER)
* Director April 15, 1998
- ---------------------------------------------
(DAVID S. ROWE-BEDDOE)
* Director April 15, 1998
- ---------------------------------------------
(ALFRED TEO)
</TABLE>
<PAGE> 11
AMERICAN BANK NOTE COMPANY
AMERICAN BANK NOTE HOLOGRAPHICS, INC.
HORSHAM HOLDING COMPANY, INC.
AMERICAN BANK NOTE AUSTRALASIA HOLDINGS, INC.
USBC CAPITAL CORP.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board and Chief April 15, 1998
- --------------------------------------------- Executive Officer (Principal Executive
(MORRIS WEISSMAN) Officer)
/s/ JOHN T. GORMAN Executive Vice President and Chief April 15, 1998
- --------------------------------------------- Financial Officer (Principal Financial
(JOHN T. GORMAN) and Accounting Officer) and Director
</TABLE>
ABN INVESTMENTS, INC.
ABN EQUITIES INC.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and Chief April 15, 1998
- --------------------------------------------- Executive Officer (Principal Executive
(MORRIS WEISSMAN) Officer)
</TABLE>
<PAGE> 12
ABN SECURITIES SYSTEMS, INC.
AMERICAN BANKNOTE CARD SERVICES, INC.
AMERICAN BANKNOTE MERCHANT SERVICES, INC.
ABN GOVERNMENT SERVICES, INC.
ABN CBA, INC.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and Chief April 15, 1998
- --------------------------------------------- Executive Officer (Principal
(MORRIS WEISSMAN) Executive Officer)
/s/ JOHN T. GORMAN Executive Vice President and Chief April 15, 1998
- --------------------------------------------- Financial Officer (Principal
(JOHN T. GORMAN) Financial and Accounting Officer)
and Director
* Director April 15, 1998
- ---------------------------------------------
(HARVEY J. KESNER)
*By /s/ JOHN T. GORMAN
----------------------------------------
JOHN T. GORMAN
(ATTORNEY-IN-FACT)
</TABLE>
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXEMPTION
NUMBER DESCRIPTION INDICATION
------- ----------- ----------
<C> <S> <C> <C>
3.1(a)(i) -- Certificate of Incorporation of American Banknote
Corporation (the "Company"), including Amendment No. 1
thereto (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995)
(the "June 1995 10-Q")*.....................................
(a)(ii) -- Certificate of Designation of the Company authorizing
Preferred Stock as Series A (filed as Exhibit 4 to the
Company's Report on Form 8-A filed April 6, 1994)*..........
(b) -- Certificate of Incorporation of American Bank Note Company,
as amended**................................................
(c) -- Certificate of Incorporation of ABN Securities Systems,
Inc.**......................................................
(d) -- Articles of Incorporation of Horsham Holding Company,
Inc.**......................................................
(e) -- Certificate of Incorporation of American Bank Note
Holographics, Inc., as amended**............................
(f) -- Certificate of Incorporation of American Banknote Card
Services, Inc., as amended**................................
(g) -- Certificate of Incorporation of American Banknote Merchant
Services, Inc.**............................................
(h) -- Certificate of Incorporation of ABN Investments, Inc.**.....
(i) -- Certificate of Incorporation of ABN Equities Inc.**.........
(j) -- Certificate of Incorporation of American Banknote
Australasia Holdings, Inc.**................................
(k) -- Certificate of Incorporation of ABN Government Services,
Inc.**......................................................
(l) -- Certificate of Incorporation of USBC Capital Corp.**........
(m) -- Certificate of Incorporation of ABN CBA, Inc.**.............
3.2(a) -- By-laws of the Company (filed as Exhibit 3.2 to the June
1995 10-Q)*.................................................
(b) -- By-laws of American Bank Note Company**.....................
(c) -- By-laws of ABN Securities Systems, Inc.**...................
(d) -- By-laws of Horsham Holding Company, Inc.**..................
(e) -- By-laws of American Bank Note Holographics, Inc.**..........
(f) -- By-laws of American Banknote Card Services, Inc.**..........
(g) -- By-laws of American Banknote Merchant Services, Inc.** .....
(h) -- By-laws of ABN Investments, Inc.**..........................
(i) -- By-laws of ABN Equities Inc.**..............................
(j) -- By-laws of American Banknote Australasia Holdings, Inc.**...
(k) -- By-laws of ABN Government Services, Inc.**..................
(l) -- By-laws of USBC Capital Corp.**.............................
(m) -- By-laws of ABN CBA, Inc.**..................................
4.1 -- 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**.......
4.2 -- Form of Old Note (included in Exhibit 4.1)..................
4.3 -- Form of Exchange Note (included in Exhibit 4.1).............
4.4 -- Forms of Guarantee (included in Exhibits 4.2 and 4.3).......
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT EXEMPTION
NUMBER DESCRIPTION INDICATION
------- ----------- ----------
<C> <S> <C> <C>
4.5 -- 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**.........
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT EXEMPTION
NUMBER DESCRIPTION INDICATION
------- ----------- ----------
<C> <S> <C> <C>
4.6 -- Registration Rights Agreement dated as of December 12, 1997
among the Company, the Guarantors and Chase Securities Inc.,
Bear, Stearns & Co. Inc., NationsBanc Montgomery Securities,
Inc. and Societe Generale Securities Corporation**..........
4.7 -- The Company undertakes to furnish the Securities and
Exchange Commission, upon request, a copy of all instruments
with respect to long-term debt not filed herewith...........
5 -- Opinion of Weil, Gotshal & Manges LLP as to the validity of
the Exchange Notes to be issued by the Company..............
8 -- Opinion of Weil, Gotshal & Manges LLP as to certain federal
income tax matters**........................................
11 -- Computation of per share income (loss) (filed as Exhibit 11
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997).*.............................
12 -- Statement of Computation of Ratios of Earnings to Fixed
Charges**...................................................
23.1 -- Consent of Deloitte & Touche LLP**..........................
23.2 -- Consent of KPMG**...........................................
23.3 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 to this Registration
Statement)..................................................
23.4 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 8 to this Registration
Statement)..................................................
24 -- Power of Attorney**.........................................
25 -- Statement of Eligibility and Qualification of The Bank of
New York, as Trustee on Form T-1 with respect to the 11 1/4%
Senior Subordinated Notes due 2007**........................
99.1 -- Form of Letter of Transmittal**.............................
99.2 -- Form of Notice of Guaranteed Delivery**.....................
99.3 -- Form of Instructions to Registered Holders and/or Book-Entry
Facility Participant from Beneficial Owner**................
99.4 -- Form of Exchange Agent Agreement**..........................
</TABLE>
- ---------------
* Incorporated herein by reference.
** Previously filed.
<PAGE> 1
EXHIBIT 5
Weil, Gotshal & Manges LLP
April 14, 1998
American Banknote Corporation
200 Park Avenue
New York, New York 10166
Ladies and Gentlemen:
We have acted as counsel to American Banknote Corporation, a Delaware
corporation (the "Company"), and certain of its subsidiaries (the "Subsidiary
Guarantors"), in connection with the preparation and filing of a Registration
Statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), relating to $95,000,000 aggregate
principal amount of 11 1/4% Senior Subordinated Notes due 2007, Series B (the
"New Notes") of the Company and the Subsidiary Guarantors' guarantees thereof.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Prospectus that is a part of the Registration Statement (the "Prospectus"), the
Indenture, dated as of December 12, 1997 by and among the Company, the
Subsidiary Guarantors and The Bank of New York, as trustee (the "Trustee"),
pursuant to which the New Notes and the Subsidiary Guarantors' guarantees
thereof will be issued (the "Indenture"), the form of New Note and the
Subsidiary Guarantors' guarantees thereof included as Exhibits 4.3 and 4.4 to
the Registration Statement, and such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives of the Company as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to
<PAGE> 2
Weil, Gotshal & Manges LLP
American Banknote Corporation
April 14, 1998
Page 2
all questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Company. The opinions set forth below are
also based on the assumption that the Registration Statement, as finally amended
(including any necessary post-effective amendments), has become effective under
the Securities Act and that the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended, and has been duly executed and delivered by
the Trustee.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The New Notes are duly authorized, and when duly executed on behalf
of the Company, authenticated by the Trustee under the Indenture and issued and
delivered in accordance with the terms of the Indenture and as contemplated by
the Registration Statement, will be validly issued and will constitute legal and
binding obligations of the Company, enforceable against it in accordance with
their terms and the terms of the Indenture, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding in equity or at law) and subject to the
qualification that (i) the waiver of rights under any usury laws contained in
the Indenture may be unenforceable and (ii) we express no opinion as to the
effect on the New Notes of the laws of any jurisdiction other than the State of
New York and the federal laws of the United States, including laws which limit
the rates of interest legally chargeable or collectible.
2. The guarantee of the New Notes by each of the Subsidiary Guarantors
are duly authorized, and when duly executed on behalf of each of the Subsidiary
Guarantors, and, when the New Notes have been duly executed on behalf of the
Company, authenticated
<PAGE> 3
Weil, Gotshal & Manges LLP
American Banknote Corporation
April 14, 1998
Page 3
by the Trustee under the Indenture and issued and delivered in accordance with
the terms of the Indenture and as contemplated by the Registration Statement,
will be validly issued and will constitute legal and binding obligations of each
of the Subsidiary Guarantors, enforceable against it in accordance with their
terms and the terms of the Indenture, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding in equity or at law) and subject to the
qualification that (i) the waiver of rights under any usury laws contained in
the Indenture may be unenforceable and (ii) we express no opinion as to the
effect on the Subsidiary Guarantors' guarantees of the New Notes of the laws of
any jurisdiction other than the State of New York and the federal laws of the
United States, including laws which limit the rates of interest legally
chargeable or collectible.
The opinions herein are limited to the laws of the State of New York,
the corporate laws of the State of Delaware and the federal laws of the United
States, and we express no opinion as to the effect on the matters covered by
this opinion of the laws of any other jurisdiction. With respect to the opinion
set forth in paragraph 2 above as to matters relating to Pennsylvania law, we
have, with your consent, relied on the opinion of Schnader Harrison Segal &
Lewis LLP, dated the date hereof, a copy of which is attached hereto.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. We also consent to any and all references to our firm
under the caption "Legal Matters" in the Prospectus.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
<PAGE> 4
[SCHNADER HARRISON SEGAL & LEWIS LLP LOGO]
April 14, 1998
VIA TELECOPY AND UPS NEXT DAY AIR
- ---------------------------------
American Banknote Corporation
200 Park Avenue
New York, NY 10166
Re: Horsham Holding Company, Inc.
-----------------------------
Ladies and Gentlemen:
We have acted as Pennsylvania special counsel to American Banknote
Corporation, a Delaware corporation (the "Company") and one of its subsidiaries,
Horsham Holding Company, Inc., a Pennsylvania corporation ("Horsham"), in
connection with the filing of a Registration Statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of $95,000,000 aggregate
principal amount of 11 1/4% Senior Subordinated Notes due 2007, Series B (the
"New Notes") of the Company and certain of its subsidiaries, including Horsham,
as guarantors of the New Notes (collectively, the "Subsidiary Guarantors").
We have been retained by the Company solely with respect to the matters
set forth below relating to the laws of the Commonwealth of Pennsylvania, and
have reviewed the following documents (collectively, the "Subject Documents")
in this regard:
1. A photostatic copy of the Articles of Incorporation of Horsham as
filed with the Department of State of the Commomwealth of Pennsylvania
on April 5, 1982;
2. A photostatic copy of the Bylaws of Horsham;
3. Photostatic copies of a Secretary's Certificate of Horsham dated April
14, 1998, including as an exhibit thereto, the Unanimous Written
Consent of the Board of Directors of the Company and Horsham, among
other entities;
4. A photostatic copy of an Indenture, dated as of December 12, 1997 by
and among the Company and the Subsidiary Guarantors and The Bank of
<PAGE> 5
American Banknote Corporation
April 14, 1998
Page 2
New York, as trustee, pursuant to which the New Notes and the
Subsidiary Guarantors' guarantees thereof will be issued; and
5. Notice from the Pennsylvania Corporation and Limited Partnership
Records dated April 14, 1998, to the effect that Horsham is a
corporation existing under the laws of the Commonwealth of
Pennsylvania and is in good standing to transact business.
For purposes of this opinion, we have examined each of the Subject
Documents. We have also examined such certificates of public officials and
officials of the Company, as well as such other documents and records and
questions of law, as we have deemed relevant for purposes of this opinion. As
to questions of fact material to the opinions hereinafter expressed and not
independently verified by us, we have relied upon certificates of public
officials and of officials of the Company.
In reaching the opinions set forth below, we have assumed (to the extent
relevant) and to our knowledge there are no facts inconsistent with, the
following:
(a) each of the parties to the Subject Documents (other than Horsham)
has the full power, authority and legal right to enter into and perform its
obligations under each such Subject Document to which it, he or she is a party,
and is in full compliance with the terms thereof, and such party's obligations
set forth therein are its, his or her legal, valid and binding obligations
(other than Horsham) and are enforceable in accordance with their respective
terms; and no default nor any event which with the passage of time, giving of
notice, or both, would constitute a default, exists thereunder;
(b) each of the parties to the Subject Documents (other than Horsham)
has duly and validly executed and delivered each Subject Document to which it,
he or she is a party;
(c) each person executing the Subject Documents on behalf of any such
party (other than Horsham) is duly authorized to do so;
(d) each natural person executing the Subject Documents is legally
competent to do so;
(e) there are no oral or written modifications or amendments to the
Subject Documents, there has been no waiver of any of the provisions of the
Subject Documents, by actions or conduct of the parties or otherwise; and
(f) all documents submitted to us as originals are authentic, all
documents submitted to us as certified or photostatic copies conform to the
original documents, all
<PAGE> 6
signatures on all documents submitted to us for examination are genuine, and
all public records reviewed are accurate and complete.
Based on the foregoing and subject to the limitations and qualifications
set forth herein, we are of the opinion that:
1. Horsham is a corporation duly and validly organized and existing and
is in good standing under the laws of the Commonwealth of
Pennsylvania.
2. The authorization, execution, and delivery by Horsham of the Indenture
executed by it and its guarantee of the New Notes have been duly
authorized by all necessary corporate action.
In addition to the qualifications set forth herein are also subject to
the following qualifications:
i. Our opinions herein are limited to the laws of the Commonwealth of
Pennsylvania. We express no opinion as to any other laws or
regulations. We assume no obligation to supplement this opinion if any
applicable laws change after the date hereof or if we become aware of
any facts that might change the opinions expressed herein after the
date hereof.
ii. The foregoing opinions are made subject to judicial discretion in
accordance with the general principles of equity (whether applied by a
court of law or equity.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. We also hereby consent to any and all references to our
firm in the opinion of Weil, Gotshal & Manges, LLP filed as an exhibit to the
Registration Statement. The opinions expressed in this letter are limited to
the matters specifically sef forth in this letter, and no other opinions should
be inferred beyond the matters expressly stated.
Very truly yours,
/s/ SCHNADER HARRISON SEGAL & LEWIS LLP
SCHNADER HARRISON SEGAL & LEWIS LLP
