UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 1-3410
NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 1998
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: ____________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant AMERICAN BANKNOTE CORPORATION
Former name if applicable N/A
Address of principal executive office (Street and number) 410 PARK AVENUE
City, state and zip code NEW YORK, NY 10022
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or N-SAR, or portion thereof, will be filed
on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
| | (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
In January 1999, the Registrant stated in press releases (included as
Exhibits hereto), and in reports on Form 8-K filed on January 26, 1999 and
January 22, 1999, that its former wholly-owned subsidiary, American Bank Note
Holographics, Inc. (NYSE:ABH), which was sold effective July 20, 1998 in a
public offering of ABH's shares, announced that ABH's financial statements for
each of the first three quarters of 1998 and for each of the years ended
December 31, 1997 and December 31, 1996 will require restatement. ABH also
stated that it believed that its net income had been over-stated for each of the
years ended December 31, 1997 and December 31, 1996.
The Registrant stated in a press release dated January 25, 1999, that it
believed that, based upon the above, any restatement of ABH's results would
result in a reduction in its previously reported operating income in 1996, 1997
and 1998.
Accordingly, the Registrant stated in that press release that its 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.
Consolidated financial statements of the Registrant, revised if
appropriate, will be issued upon the completion of an investigation by the ABH
Audit Committee and the issuance by ABH of revised consolidated financial
statements.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Patrick J. Gentile 212 593-5700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operation
for the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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AMERICAN BANKNOTE CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 26, 1999 By /s/ Patrick J. Gentile
----------------------------
Name: Patrick J. Gentile
Title: Senior Vice President Finance
Instruction: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath
the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence
of the representative's authority to sign on behalf of the registrant
shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations. (See 18 U.S.C. 1001)
EXHIBIT INDEX
99.1 Press release issued January 25, 1999
99.2 Press release issued January 19, 1999
99.3 Press release issued February 1, 1999
99.4 Response to Part IV Other Information (3) of Form 12b-25
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)
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Page 2
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.
####
EXHIBIT 99.2
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 REVENUES FOR THE SECOND QUARTER OF 1998
AND NET INCOME FOR THE SECOND AND THIRD QUARTERS OF 1998
RELATING TO ITS FORMER HOLOGRAPHIC SUBSIDIARY
NEW YORK, January 19, 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 announced today that its Audit Committee
has retained Kramer Levin Naftalis & Frankel LLP, as special legal counsel,
and Deloitte & Touche LLP, its auditors, to investigate certain
transactions during the second and third quarters of 1998 which resulted in
the inappropriate recognition of revenue during such quarters.
Based upon currently available information resulting from the in-progress
audit of the Company's financial statements, sales and net income of the
Company have been over-stated for the second and third quarters of 1998.
These over-statements may be material and will require restatements of the
Company's financial statements for such periods. Since the investigation is
in a preliminary stage, the Company cannot estimate the amount of any
adjustments or changes to its financial statements that will be required.
Revised financial statements will be issued upon completion of the
investigation. The Company indicated that the results of the investigation
could impact future results of operations. Additionally, based upon
available information, the Company expects that revenues and net income for
the fourth quarter of 1998 will be significantly lower than that of the
fourth quarter of 1997."
---------
American Banknote Corporation believes that, based upon currently available
information, the Holographics restatement will result in a decrease in operating
income of ABN for the second quarter of 1998 with a corresponding increase in
the gain on sale of subsidiary in the 1998 third quarter. Additionally, reported
revenues for the second quarter of 1998 will decrease as a result of this
restatement. Revised consolidated financial statements of ABN for the second and
third quarters of 1998 will be issued upon the completion of the investigation
by Holographics' Audit Committee, discussed above.
(more)
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Page 2
Morris Weissman, Chairman and CEO, said "While this restatement does not involve
ongoing businesses at American Banknote Corporation, I am extremely disappointed
regarding the events at American Bank Note Holographics, and am committed to
resolving the situation as expeditiously as possible."
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.
####
EXHIBIT 99.3
American Banknote Corporation
410 Park Avenue
New York, NY 10022-4407
Contact: Jean Marie Young
Director - Investor Relations
(212) 593-5700
FOR IMMEDIATE RELEASE
AMERICAN BANKNOTE CORPORATION'S BOARD
FORMS SPECIAL COMMITTEE
NEW YORK, February 1, 1999 - American Banknote Corporation (NYSE:ABN)
announced today that its Board of Directors has formed a Special Committee to
supervise the Board's consideration of the potential revenue recognition
issues being investigated by the American Bank Note Holographics' Audit
Committee.
The Special Committee has retained Morgan, Lewis & Bockius LLP to advise it
and PricewaterhouseCoopers LLP is assisting Morgan, Lewis. The Special
Committee's advisors will consider American Bank Note Holographics' findings,
including the findings reported by American Bank Note Holographics today, and
assist the Special Committee in determining the restatement of American
Banknote Corporation's financial statements.
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.
###
Exhibit 99.4
Response to Part IV Other Information (3) of Form 12b-25
If ABH restates its financial statements for each of the first three
quarters of 1998 and for each of the years ended December 31, 1997 and
December 31, 1996 , the Registrant's financial statements for the above
periods would require restatement. The Registrant is unable to describe or
quantify the anticipated changes until it receives ABH's report on the
investigation by the ABH Audit Committee and the issuance by ABH of revised
consolidated financial statements. In addition, the Registrant, its counsel
and the Special Committee of its Board, who is supervising the Board's
consideration of the ABH accounting issues, will review these reports before
revised financial statements are issued.
