AMERICAN BANKNOTE CORP
8-K, 1999-01-26
COMMERCIAL PRINTING
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                                                                         Page  1

===========================================================================

                       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): January 25, 1999



                          AMERICAN BANKNOTE CORPORATION
- ---------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                    DELAWARE
- ---------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

       1-3410                                          13-0460520
- ------------------------------          -----------------------------------
 (Commission File Number)               (I.R.S. Employer Identification No.)

  410 PARK AVENUE, NEW YORK, N.Y.                     10022-4407
- ------------------------------------    -----------------------------------
 (Address of Principal Executive Office)               (Zip Code)

                               (212) 593-5700
- ---------------------------------------------------------------------------
            (Registrant's Telephone Number, Including Area Code)


- ----------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)


============================================================================


<PAGE>


                                                                          Page 2


Item 5.   Other Events

     The information set forth in the press release issued by American  Banknote
Corporation,  attached  hereto  as  Exhibit  99.1,  is  incorporated  herein  by
reference.


Item 7.   Financial Statements, Pro Forma Financial Statements and Exhibits

     (c)  Exhibits
          99.1 Press release of American Banknote  Corporation dated January 25,
          1999.


                                    SIGNATURE


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

                                            AMERICAN BANKNOTE CORPORATION



                                            By: //Patrick D. Reddy
                                                -----------------------------
                                                Patrick D. Reddy,
                                                Vice President and
                                                 Assistant Secretary



Date: January 25, 1999


                                        2


<PAGE>


                                                                          Page 3

                                  EXHIBIT INDEX


Item No.

99.1 Press release of American Banknote Corporation dated January 25, 1999.





                                        3




                                                                         Page  4

                                                                    EXHIBIT 99.1
                    American Banknote Corporation
                            410 Park Avenue
                   New York, New York   10022-4407

Contact:  Jean Marie Young
          Director - Investor Relations
          (212) 593-5700

                                                           FOR IMMEDIATE RELEASE

                          AMERICAN BANKNOTE CORPORATION
                         TO RESTATE FINANCIAL STATEMENTS
                  RELATING TO ITS FORMER HOLOGRAPHIC SUBSIDIARY

NEW YORK, January 25, 1999 - American Banknote Corporation  (NYSE:ABN) announced
today that its former wholly-owned  subsidiary,  American Bank Note Holographics
(NYSE:ABH), which was sold effective July 20, 1998 in a public offering made the
following announcement:

         "American Bank Note Holographics  (NYSE:ABH) announced today that based
         upon currently available information, the Company expects that revenues
         and  net  income  for  the  year  ended   December  31,  1998  will  be
         substantially lower than that for the year ended December 31, 1997, and
         that the Company's interim  financial  statements for each of the first
         three  quarters of 1998 will  require  restatement.  The  Company  also
         currently  believes that net income of the Company has been over-stated
         for each of the years ended  December 31, 1997 and December 31, 1996 by
         approximately 10%.  Accordingly,  the Company's financial statements as
         of  December  31,  1997 and 1996 and for each of the three years in the
         period ended  December 31, 1997 and the related  Report of  Independent
         Auditors should no longer be relied upon.

         The previously announced investigation by the Company's Audit Committee
         is continuing.

         American  Bank Note  Holographics  also  announced  today that  several
         class-action  lawsuits  have been  commenced on behalf of purchasers of
         the common  stock of the Company  during  certain  stated  periods from
         mid-July 1998 through  Mid-January 1999. The lawsuits allege violations
         of the federal  securities  laws and name as defendants the Company and
         certain of its officers  and  directors.  The lawsuits  seek to recover
         damages on behalf of all  purchasers of the Company's  stock during the
         class periods stated in each complaint.  The lawsuits each refer to the
         Company's January 19, 1999 public announcement that the Company's Audit
         Committee  has  commenced  the   investigation   into  certain  revenue
         recognition  issues.  The Company is reviewing the lawsuits and intends
         to respond to the lawsuits in a timely manner."

                                     (more)


<PAGE>


                                                                         Page  5


American  Banknote   Corporation   believes  that  based  upon  the  above,  any
restatement of the Holographics results would result in a reduction in operating
income in 1996, 1997 and 1998 for American Banknote Corporation. On a cumulative
basis, the three-year restatement would be offset by a corresponding increase in
the Gain on sale of subsidiary in the 1998 third quarter.

Accordingly, American Banknote Corporation's financial statements as of December
31, 1997 and 1996 and for each of the three years in the period  ended  December
31,  1997 and the related  Report of  Independent  Auditors  should no longer be
relied upon.

American  Banknote  Corporation  is a leading  global  full-service  provider of
secure  transaction  solutions in carefully  selected  markets along three major
product  groups:  Transaction  Cards &  Systems,  Printing  Services  & Document
Management,  and Security Printing  Solutions.  A combined strategy of operating
along product lines and constant expansion of transaction  activities  worldwide
reflects the rapidly changing field of electronic commerce.

Statements   about  future   results   made  in  this  release  may   constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation   Reform  act  of  1995.   These  statements  are  based  on  current
expectations  and the current  economic  environment.  The Company cautions that
these statements are not guarantees of future performance. They involve a number
of risks and uncertainties  that are difficult to predict.  Actual results could
differ  materially  from  those  expressed  or  implied  in the  forward-looking
statements.  Important  assumptions and other important factors that could cause
actual results to differ materially from those in the forward-looking statements
are specified in the Company's Annual Report on Form 10-K and quarterly  reports
on Form 10-Q on file with the Securities and Exchange Commission.




                                      ####


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