File No. 33-44095
Rule 424(b)(3)
Supplement dated September 29, 1998 to the
Prospectus dated April 16, 1998
Included in
the Registration Statement on Form S-3
(File No. 333-44095)
of
AMERICAN BANKNOTE CORPORATION
The Selling Holders section of the Prospectus is amended and restated in
its entirety as follows:
SELLING HOLDERS
The Warrants were originally issued as part of Units consisting of
$95,000,000 aggregate principal amount of 11 1/4% Notes and 95,000 Warrants to
purchase an aggregate of 1,185,790 shares of Common Stock. The 11 1/4% Notes
have been exchanged for 11 1/4% Senior Subordinated Notes due 2007, Series B
(the "Exchange Notes"), which Exchange Notes have terms substantially identical
to the terms of the 11 1/4% Notes. The Exchange Notes and the Warrants are
separately tradeable. The Warrants were sold by the Company on December 12, 1997
to the Initial Purchasers in a transaction not registered under the Securities
Act in reliance upon an exemption under the Securities Act. The Initial
Purchasers subsequently placed the Warrants with qualified institutional buyers
in reliance on Rule 144A under the Securities Act and in offshore transactions
to Non-U.S. persons in reliance on Regulation S under the Securities Act. The
Selling Holders (which term includes their transferees, pledgees, donees or
their successors) may from time to time offer and sell pursuant to this
Prospectus any or all of the Warrants and Warrant Shares.
NYFS03...:\15\78515\0015\1980\SUP6178P.180
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The following table sets forth information with respect to the Selling
Holders and the respective number of Warrants and shares of Common Stock
beneficially owned by each Selling Holder. Such information has been obtained
from the Selling Holders. Except as otherwise disclosed herein, none of the
Selling Holders has, or within the past three years has had, any position,
office or other material relationship with the Company or any of its
predecessors or affiliates. Because the Selling Holders may offer all or some
portion of the Warrants or Warrant Shares pursuant to this Prospectus, no
estimate can be given as to the number of Warrants or Warrant Shares that will
be held by the Selling Holders upon termination of any such sales. The
information contained in the table is, to the knowledge of the Company, as of
the date of this Prospectus. However, the Selling Holders identified below may
have sold, transferred or otherwise disposed of all or a portion of their
Warrants since the date on which they provided the information regarding their
Warrants in transactions exempt from the registration requirements of the
Securities Act.
NUMBER OF
NUMBER OF WARRANTS SHARES OF
BENEFICIALLY OWNED COMMON STOCK
SELLING HOLDER AND OFFERED HEREBY BENEFICIALLY OWNED(1)
-------------- ------------------ ---------------------
PamCo Cayman Ltd. 8,000 --
ML CBO IV (Cayman) Ltd. 2,000 --
PAM Capital, L.P. 8,000 --
Kemper Multi-Market --
Income Trust 330
Investors Fund Series-
High Yield Portfolio 1,200 --
Kemper High Yield
Fund 16,850 --
Kemper Diversified
Income Fund 1,300 --
S-2
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Kemper High Yield
Opportunity Fund 100 --
Kemper High Income
Trust 720 --
Prudential High Yield Total 1,500 --
Return Fund, Inc.
Prudential High Yield Fund, 8,500 --
Inc.
The Prudential Series Fund, 5,750 --
Inc. High Yield Bond
Portfolio
Chase Securities Inc. 9,400 --
Alliance Income Builder 1,000 --
Fund
Aetna Life Insurance and 1,500 --
Ann. Co.
Aetna Variable Portfolios 250 --
Inc. High Yield Portfolio
Aetna Series Fund High 250 --
Yield Fund
Alexander & Baldwin 200 --
Security Pacific 50 --
Super LTD 50 --
Starrest Funds LTD 150 --
BankBoston 350 --
FMA High Yield 175 --
B&J Enterprises 150 --
Aloha Air Non-Pilots 200 --
Lynda Wolfson Fadel 50 --
Banyan Tree FDN 75 --
S-3
<PAGE>
Walker LLC 50 --
Publix Super Markets Inc. 1,000 45,000
Profit Sharing Trust (2)
High Yield Total Return 750 --
Portfolio
Rhyno CBO 1997-1 Ltd. 2,750 --
Prudential Ins. Co. of 9,000 --
America
Total..................... 81,650 45,000
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(1) Excludes Warrant Shares issuable upon exercise of Warrants.
(2) The Warrants are held by First Union National Bank, as Custodian.
S-4
