AMERICAN BANKNOTE CORP
8-K, 1998-08-03
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------


                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): July 20, 1998

                                   ----------


                          AMERICAN BANKNOTE CORPORATION
             (Exact name of registrant as specified in its charter)




            DELAWARE                       1-3410                 13-0460520
(State or other jurisdiction of   (Commission file number)     (I.R.S. employer
 incorporation or organization)                              identification no.)





      200 PARK AVENUE, NEW YORK, NEW YORK                         10166-4999
    (Address of principal executive offices)                      (Zip code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 557-9100

<PAGE>

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.


             On July 20, 1998,  American Bank Note Holographics,  Inc. ("ABNH"),
until then a wholly owned subsidiary of American Banknote  Corporation  ("ABN"),
consummated the initial public offering (the "Offering") of 13,636,000 shares of
ABNH common  stock (the "ABNH  Common  Stock") at a price to the public of $8.50
per share.  All of such shares of ABNH Common Stock were offered and sold to the
public by ABN, which received net proceeds from such sale of approximately  $107
million. Upon consummation of the Offering, ABNH became a public company, listed
on the New York Stock Exchange, and ABN no longer owns any ABNH Common Stock.

             The ABNH  Common  Stock  was  offered  and sold to the  public in a
registered   public  offering   underwritten  by  underwriters   represented  by
NationsBanc  Montgomery Securities LLC, Lazard Freres & Co. LLC, Raymond James &
Associated,  Inc. and Smith Barney Inc. The initial  public  offering  price was
determined by negotiations among ABN, ABNH and such representatives.

             ABN anticipates  applying  substantially all of the net proceeds to
ABN from the sale of ABNH Common Stock in the Offering to repay  indebtedness on
ABN's 10-3/8% Senior Notes due 2002 and for general corporate purposes.

             On July 14, 1998, the date of pricing of the Offering,  ABNH issued
the press release attached hereto as Exhibit 1.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
        AND EXHIBITS.

(b) Pro Forma Financial Information.

             The pro forma  financial  information  contemplated  by this  item,
reflecting  consummation of the Offering, is not included in this initial report
on Form 8-K. Such  information  will be filed by amendment  within 60 days after
the date hereof.


(c) Exhibits

            99.1. Press Release issued by ABNH on July 14, 1998.


<PAGE>

                                    SIGNATURE

             Pursuant to the  requirements  of the  Securities  Exchange  Act of
1934, American Banknote  Corporation has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                                                  AMERICAN BANKNOTE CORPORATION


Date:          August 3, 1998                     By: /s/ HARVEY J.  KESNER
                                                      ------------------------
                                                  Harvey J. Kesner
                                                  Executive Vice President





                              FOR IMMEDIATE RELEASE

                    AMERICAN BANK NOTE HOLOGRAPHICS COMPLETES
                             INITIAL PUBLIC OFFERING


ELMSFORD, NY - July 14, 1998 - American Bank Note Holographics,  Inc. (NYSE:ABH)
today  announced  the  completion of its initial  public  offering of 13,636,000
shares of its  common  stock at a price of $8.50 per share.  Effective  July 15,
1998,  American Bank Note  Holographics  common stock will trade on the New York
Stock Exchange under the symbol, "ABH".

Prior to this offering,  the Company was a  wholly-owned  subsidiary of American
Banknote Corporation [NYSE:ABN].  The parent will not retain any common stock in
the  Company  and  will  receive  all  of  the  net  proceeds  of  the  IPO,  of
approximately $107 million.

NationsBanc Montgomery Securities LLC was the lead underwriter for the offering,
and Lazard Freres & Co. LLC, Raymond James & Associates, Inc., and Salomon Smith
Barney  served as  co-managers.  The Company has granted to the  underwriters  a
30-day option to purchase up to an additional  2,045,400 shares of the Company's
common  stock,  to cover  over-allotments,  if any.  Net proceeds to ABH, if the
entire over-allotment option is exercised, would be approximately $15.5 million.

According to Morris Weissman, Chairman of both American Banknote Corporation and
American Bank Note Holographics, "This IPO is a win-win for both companies. With
the IPO proceeds,  ABN is in a vastly improved financial condition.  ABH can now
concentrate on continuing the profitable growth of its core security  holography
business as well as explore business and market expansion opportunities."

American Bank Note  Holographics  ("ABH") is a world leader in the  origination,
production,  and  marketing  of  mass-produced  secure  holograms,  based on its
significant  market  share.  The  Company's  holograms  are  used  for  security
applications, such as counterfeiting protection for credit and other transaction
cards,  identification  cards  and  documents  of value,  as well as for  tamper
resistance and authentication of high-value consumer and industrial products.

This communication  shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state in
which  such  offer,  solicitation  or  sale  would  be  unlawful  prior  to  the
registration or qualification under the securities laws of any such states.

                                 #### #### ####


<PAGE>




CONTACT:
ABH                                     -OR-         INVESTOR RELATIONS
COUNSEL
Joshua C. Cantor, President                          The Equity Group Inc.
(914) 592-2355                                       Loren Goldstein  (212)
836-9604
www.abnh.com                                         Linda Latman (212) 836-9609



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