8-K 1 y96360e8vk.txt FORM 8-K UNITED STATES 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) April 20, 2004 American Banknote Corporation ----------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 001-3410 13-0460520 -------- ----------- ------------- (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) ID Number) 560 Sylvan Avenue, Englewood Cliffs, New Jersey 07632 ----------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: 201-568-4400 N/A (Former name or former address, if changed since last report) Item 2. Disposition of significant subsidiary On April 6, 2004, American Banknote Corporation, (the "Company") entered into a series of agreements with the members of the senior lending syndicate, (the "Banking Syndicate") to ABN Australasia Limited (trading as the Leigh-Mardon Group ("LM")), its 90%-owned Australian subsidiary, and with a newly-formed company owned by the members of the Banking Syndicate, for the purpose of restructuring LM and to enable the Company to exit as the major shareholder of LM. Under the terms of the Agreement, LM's capital structure was reorganized such that the Banking Syndicate forgave approximately $47.4 million of LM's $64.7 million of total senior bank debt (inclusive of LM's working capital facility). In exchange, the Parent exchanged its 90% controlling equity stake in LM for approximately (i) 11% of a total of approximately $20 million face amount of newly-issued preference stock and (ii) "deferred common equity" of up to 40% of LM, which will be issued in stages if and when the restructured senior bank debt and the preference stock of reorganized LM is fully repaid and redeemed, respectively. This exchange results in a non-cash gain to the Company to the extent of (i) the net discharge of the Company's carrying value of LM's equity deficit, which was approximately $53.9 million at December 31, 2003 plus (ii) the value of the newly-issued preference shares received by the Company in such exchange, which is estimated to be approximately $2.1 million. The pro forma effect of the LM restructuring on the Company's consolidated balance sheet, income statement and earnings per share as if the transaction occurred on December 31, 2003 would be as follows:

~~UNITED~~Consolidated ~~STATES SECURITIES~~Consolidated with LM LM Proforma without LM PROFORMA BALANCE SHEET December 31, 2003 Transaction December 31, 2003 ----------------- ----------- ------------------- Current assets $ 66,764 $ (15,997) $ 50,767 Property & Equipment, net 53,285 (8,657) 44,628 Other assets 81,518 (170) 81,348 ---------- ---------- ---------- 201,567 (24,824) 176,743 Current liabilities 48,581 (20,434) 28,147 Current portion of long-term debt 59,943 (59,914) 29 ---------- ---------- ---------- 108,524 (80,348) 28,176 Long-term debt 100,667 - 100,667 Other long-term liabilities 39,853 (428) 39,425 ---------- ---------- ---------- Total liabilities 249,044 (80,776) 168,268 53,852 Stockholder's (deficit) (47,477) 2,100 8,475 ---------- ---------- ---------- $ 201,567 $ (24,824) $ 176,743 ========== ========== ========== PROFORMA INCOME STATEMENT AND ~~EXCHANGE~~EARNINGS ~~COMMISSION Washington~~PER SHARE Loss before taxes on income and minority interest $ (47,807) D$ 4,026 $ (43,781) Taxes on income 4,249 - 4,249 ---------- ---------- ---------- Loss before minority interest (52,056) 4,026 (48,030) Minority interest (5,474) - (5,474) ---------- ---------- ---------- Net loss $ (46,582) $ 4,026 $ (42,556) ========== ========== ========== Net loss per common share Basic and Diluted $ (3.C96) $ 0.34 ~~20549~~$ (3.62) ========== ========== ==========

As a result of the above transaction, effective January 1, 2004 the Company will record the gain on the disposition of LM as a discontinued operation and will reflect the results of operations through the April 6, 2004 date of disposition as a component of discontinued operations. The Company will reflect its remaining preference stock investment in LM valued at approximately $2.1 million under the cost method, as it will have a non-controlling interest in LM. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. To be filled in. 2.1 Subscription and Shareholders Agreement for ABN Australasia Holdings Pty Limited dated April 6, 2004 2.2 Deed of Assignment, Amendment and Novation dated April 6,2004 2.3 Supplemental Agreement relating to ABN Australasia Holdings Pty Ltd dated April 6, 2004 SIGNATURES 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 thereunto duly authorized. AMERICAN BANKNOTE CORPORATION By: /s/ Steven G. Singer ---------------------------------------- Steven G. Singer Chief Executive Officer, Chairman and Director Dated: April 20, 2004

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) October 1, 2002

American Banknote Corporation (Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-3410 (Commission File Number) 13-0460520 (IRS Employer ID Number)

560 Sylvan Avenue, Englewood Cliffs, New Jersey (Address of principal executive offices) Registrant's Telephone Number, including area code: 07632 (Zip Code) 201-568-4400

N/A (Former name or former address, if changed since last report)

Item 1. Changes in Control of the Registrant.

(a) On August 28, 2002, American Banknote Corporation (the “Parent”) filed its Current Report on Form 8-K, dated August 28, 2002 (the “August 28 Form 8-K”), reporting the entry of an order on August 22, 2002 by the United States Bankruptcy Court for the Southern District of New York confirming the Parent’s Fourth Amended Reorganization Plan (the “Plan”). On September 4, 2002, the Parent filed Amendment No. 1 to its August 28 Form 8-K (the August 28 Form 8-K, as amended, being referred to herein as the “Confirmation 8-K”).

On October 1, 2002 (the "Effective Date"), the Plan became effective. On the Effective Date, the Parent cancelled all shares of its preexisting common stock and preferred stock, and commenced the issuance of its new common stock, $.01 par value per share (“New Common Stock”), and certain additional rights, warrants and options entitling the holders thereof to acquire New Common Stock, in the amounts and on the terms described in the Confirmation 8-K and set forth in the Plan.

As a result of the securities issuances and exchanges required under the Plan, the former holders of the $95 million principal amount of the Parent’s 11 1/4% Senior Subordinated Notes due December 1, 2007 (the “11 1/4% Senior Subordinated Notes”) received on the Effective Date, in full satisfaction, settlement, release, discharge of and in exchange for such notes, approximately 10.6 million shares of New Common Stock, representing approximately 90% of the initial shares of New Common Stock of the reorganized Parent. Consequently, a change in control occurred on the Effective Date, with control of the Parent being transferred from the former holders of the Parent’s old common and preferred stock to the former holders of the Parent’s 11 1/4% Senior Subordinated Notes.

In addition, as a result of the securities issuances and exchanges required under the Plan, Steven G. Singer, the Parent’s Chairman of the Board and Chief Executive Officer, Steven A. Van Dyke, one of the Parent’s directors, and James Dondero, one of the Parent’s directors, may be deemed to exercise voting control, either directly or indirectly through entities over which they exercise management control, over approximately 18.4%, 27.6% and 17.0%, respectively, of the Parent’s New Common Stock.

(b) The Parent has no knowledge of any arrangements, including any pledge by any person of securities of the Parent, the operation of which may at a subsequent date result in a change in control of the Parent.

Item 5. Other Events.

The Parent’s Board of Directors has authorized the Parent to repurchase up to $15 million face amount of its outstanding 10 3/8% Senior Notes due January 31, 2005 (the “10 3/8% Senior Notes”) at a discount to par value following the Effective Date. The 10 3/8% Senior Notes will be repurchased at management’s discretion, either in the open market or in privately negotiated block transactions. The decision to buy back any 10 3/8% Senior Notes will depend upon the availability of cash at the Parent and other corporate developments.

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

3.1 Amended and Restated Certificate of Incorporation of the Parent.

3.2 Restated By-Laws of the Parent.

4.1 Second Supplemental Indenture, dated as of October 1, 2002, between the Parent and HSBC Bank USA.

4.2 Warrant Agreement, dated as of October 1, 2002, between the Parent and American Stock Transfer & Trust Company, as Warrant Agent.

4.3 Registration Rights Agreement, dated as of October 1, 2002, by and among the Parent and the Holders of Registrable Securities (as named therein).

4.4 Forms of Equity Option Certificates to be issued pursuant to the Plan.

4.5 Forms of Series 1 Warrant and Series 2 Warrant Certificates to be issued pursuant to the Plan.

10.1 Settlement Agreement, dated as of September 17, 2002, between the Parent and American Bank Note Holographics, Inc.

10.2 Consultant Option Agreement, dated as of October 1, 2002, between the Parent and Morris Weissman.

99.1 Press release of the Parent, dated October 16, 2002, relating to the Parent’s consummation of the Plan and its potential repurchase of 10 3/8% Senior Notes.

SIGNATURES

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 thereunto duly authorized.

AMERICAN BANKNOTE CORPORATION By: /s/ Steven G. Singer Steven G. Singer Chief Executive Officer, Chairman and Director

Dated: October 16, 2002

Filing Compare · AMERICAN BANKNOTE CORP