==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
GTECH HOLDINGS CORPORATION
(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
400518106
(CUSIP Number)
JOANNE T. MARREN
787 Seventh Avenue
New York, NY 10019
Tel. No.: (212) 554-2431
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 21, 1996
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following:
[x].
Check the following box if a fee is being paid with this statement:
[ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 2 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 3 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Finaxa |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 4 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 5 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 6 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Uni Europe Assurance Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 7 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 8 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 9 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Claude Bebear, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Claude Bebear is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 10 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Patrice Garnier, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Patrice Garnier is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 11 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Henri de Clermont - Tonnerre, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Henri de Clermont-Tonnerre is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 12 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Equitable Companies Incorporated |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC, CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 13 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Equitable Life Assurance Society of the United States |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) | | |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC, CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 14 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Equitable Variable Life Insurance Company |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC, CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 15 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Donaldson, Lufkin & Jenrette, Inc. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO, HC |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 16 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DLJ Capital Corporation |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 17 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Donaldson, Lufkin & Jenrette Securities Corporation |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 18 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Growth, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 19 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Growth, Ltd. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Cayman Islands |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 20 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Capital VI, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 21 of 36 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DLJ Venture Capital Fund II, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
This Amendment No. 7 amends and supplements the Statement on
Schedule 13D originally filed on August 13, 1992 (as amended by Amendment 1
thereto filed on December 17, 1992, Amendment No. 2 thereto filed on January
15, 1993, Amendment No. 3 thereto filed on January 22, 1993, Amendment No.
4 filed on March 31, 1993, Amendment No. 5 filed on October 29, 1993 and
Amendment No. 6 filed on November 29, 1993) with the Securities and Exchange
Commission (the "Schedule 13D"), by AXA, Midi Participations (which merged
into AXA in May, 1996), Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie
Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, and Claude Bebear, Patrice
Garnier and Henri de Clermont-Tonnerre, as Trustees of a Voting Trust pursuant
to a Voting Trust Agreement dated as of May 12, 1992, by and among AXA and the
Trustees, which Schedule 13D relates to the Common Stock, par value $.01 per
share (the "Shares"), of GTECH Holdings Corporation, a Delaware corporation
(the "Company"). Unless otherwise indicated, each capitalized term used but
not defined herein shall have the meaning assigned to such term in the Schedule
13D.
This Amendment No. 7 is filed in connection with the sale of
certain Shares by DLJCC, DLJSC, DLJSC, as custodian, The Sprout Funds, The
Equitable Life Assurance Society of the United States ("Equitable Life") and
Equitable Variable Life Insurance Company ("EVLICO"). The Schedule 13D is
amended and supplemented as follows:
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby
amended and restated by the following information (which to the extent
inconsistent with such previously filed information, supersedes such
information).
The statement is being filed by (i) AXA, a societe anonyme
organized under the laws of France, (ii) Finaxa, a societe anonyme organized
under the laws of France, (iii) five mutual insurance companies organized
under the laws of France (the "Mutuelles AXA") which, acting as a group,
control AXA and Finaxa, (iv) Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, as Trustees (the "Trustees") of a Voting Trust (the "Voting
Trust") established pursuant to a Voting Trust Agreement dated as of May 12,
1992, by and among AXA and the Trustees (the "Voting Trust Agreement"), (v)
The Equitable Companies Incorporated ("Equitable"), (vi) The Equitable Life
Assurance Society of the United States, (vii) Equitable Variable Life
Insurance Company, (viii) Donaldson, Lufkin & Jenrette, Inc., (ix) DLJ Capital
Corporation, (x) Donaldson, Lufkin & Jenrette Securities Corporation, (xi)
Sprout Growth, L.P., Sprout Growth, Ltd., and Sprout Capital VI, L.P. (the
"Sprout Funds"), and (xii) DLJ Venture Capital Fund II, L.P. AXA, Finaxa, the
Mutuelles AXA, the Trustees, The Equitable Companies Incorporated, The
Equitable Life Assurance Society of the United States, Equitable Variable Life
Insurance Company, Donaldson, Lufkin & Jenrette, Inc., DLJ Capital Corporation,
the Sprout Funds, and DLJ Venture Capital Fund II, L.P are collectively
referred to herein as the "Reporting Persons".
The Sprout Funds and DLJ Venture Capital Fund II, L.P. were
formed to invest in securities for long-term appreciation.
DLJCC is a Delaware corporation formed to make investments in
industrial and other companies to participate in the management of venture
capital pools. DLJCC is a wholly owned subsidiary of DLJ.
DLJSC is a Delaware Corporation and a registered broker/dealer.
DLJSC is a wholly owned subsidiary of DLJ.
DLJ is a publicly-held Delaware corporation. DLJ directly owns
all of the capital stock of DLJCC and DLJSC. DLJ, acting on its own behalf or
through its subsidiaries, is a registered broker/dealer and registered
investment adviser engaged in investment banking, institutional trading and
research, investment management and financial and correspondent brokerage
services. Equitable directly owns 44.1% of DLJ, and Equitable Life and
indirectly owns 36.1% of DLJ.
Equitable Life, a New York stock life insurance company, is a wholly
owned subsidiary of Equitable. EVLICO, is a New York stock life insurance
company, is a wholly owned subsidiary of Equitable Life.
Equitable is a Delaware corporation and is a holding company.
As of April 30, 1996 approximately 60.7% of the outstanding common stock as
well as certain convertible preferred stock of Equitable was beneficially
owned by AXA. For insurance regulatory purposes, to insure that certain
indirect minority shareholders of AXA will not be able to exercise control
over Equitable and certain of its insurance subsidiaries, the voting shares of
Equitable capital stock beneficially owned by AXA and its subsidiaries have
been deposited into the AXA Voting Trust. For additional information
regarding the AXA Voting Trust, reference is made to the Schedule 13D filed by
AXA with respect to Equitable.
AXA is a societe anonyme organized under the laws of France and
a holding company for an international group of insurance and related
financial services companies.
Finaxa is a societe anonyme organized under the laws of France
and is a holding company. As of May 9, 1996, Finaxa owned 29.9% of the issued
shares (representing approximately 39.6% of the voting power) of AXA.
Each of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle, and
Alpha Assurances I.A.R.D. Mutuelle (collectively, the "Mutuelles AXA") is a
mutual insurance company organized under the laws of France. The Mutuelles
AXA are owned by approximately 1.5 million policy holders. As of May 9, 1996,
the Mutuelles AXA, as a group, control, directly and indirectly through
intermediate holding companies, approximately 40.1% of the issued shares
(representing approximately 46.2% of the voting power) of AXA. AXA is
indirectly controlled by the Mutuelles AXA, acting as a group.
Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre,
the AXA Voting Trustees, exercise all voting rights with respect to the shares
of Equitable capital stock beneficially owned by AXA and its subsidiaries that
have been deposited in the AXA Voting Trust. The business address,
citizenship and present and principal occupation of each of the AXA Voting
Trustees are set forth on Exhibit 32 attached hereto.
The address of the principal business and office of each of
DLJ, DLJCC, DLJSC, Sprout Growth L.P., Sprout Growth Ltd., Sprout Capital VI,
L.P. and DLJ Venture Capital Fund II, L.P. is 277 Park Avenue, New York, New
York 10172. The address of the principal business and principal office of
each of Equitable, Equitable Life and EVLICO is 787 Seventh Avenue, New York,
New York 10019.
The address of the principal business and principal office each
of AXA, Finaxa and the AXA Voting Trustees is 23, avenue Matignon, 75008
Paris, France; of each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances
Vie Mutuelle is 21/25, rue de Chateaudun, 75009 Paris, France; of each Alpha
Assurances I.A.R.D. Mutuelle and Alpha Assurances Vie Mutuelle is Tour
Franklin, 100/101 Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France;
and of Uni Europe Assurance Mutuelle is 24, rue Druout, 75009 Paris, France.
The name, business address, citizenship, present and principal
occupation or employment and the name and business address of any corporation
or organization in which each such employment is conducted, of each executive
officer or member, as applicable, of the Board of Directors or the Conseil
d'Administration (French analogue of a Board of Directors) of DLJ, DLJCC,
DLSC, Equitable, Equitable Life, EVLICO, AXA, Finaxa and the Mutuelles AXA are
set forth on Exhibits 26 through 38, respectively, attached hereto.
During the past five (5) years, neither any of the Reporting
Persons nor, to the best knowledge of any of the Reporting Persons, any of the
other persons listed on Exhibits 26 through 38 attached hereto, has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to United
States federal or state securities laws or finding any violation with respect
to such laws.
The address of the principal business and the principal office
of the Norwest Bank of Indiana, N.A. (formerly known as Lincoln National Bank
and Trust Company of Fort Wayne) is 111 E. Wayne Street, P.O. Box 960, Fort
Wayne, Indiana 46801-6642.
Item 5. Interest in the Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information (which, to the extent
inconsistent with such previously filed information, supersedes such
information):
On June 18, 1996 the Company and certain selling stockholders
(the "Selling Stockholders") of the Company (including the Reporting Persons)
entered into an Underwriting Agreement with certain underwriters (including
DLJSC) for the sale by the Selling Stockholders (the "Offering") of up to
10,786,957 Shares at a price of $28.75 per Share ($27.77 per Share after
underwriting discounts and commissions) (including up to 980,957 shares to be
sold by the underwriters pursuant to the over-allotment option provided for in
the Underwriting Agreement). The Underwriting Agreement is attached hereto as
Exhibit 25. As part of the Offering, the following Reporting Persons sold the
following number of Shares:
Reporting Persons Shares
DLJCC 5,751,442
DLJSC 258,700
DLJ Venture Capital Fund II L.P. 20,796
Sprout Growth Ltd. 46,160
Sprout Growth L.P. 418,936
Sprout Capital VI, L.P. 606,608
The Equitable Life Assurance
Society of the United States 165,953
Equitable Variable Life
Insurance Company 34,338
In addition, DLJSC, as custodian, sold 1,904,869 Shares in the Offering. All
of the Shares sold by the Sprout Funds, DLJ Venture Capital Fund II L.P. and
DLJSC, as custodian, were sold by the Voting Trustee. The Voting Trustee also
sold 4,771,717 of the Shares sold by DLJCC.
As a result of the Offering, no shareholders remained subject
to the voting provisions of the Stockholders Agreement or to the Voting Trust
Agreement.
The following is a list of the aggregate number and percentage
of the Shares, if any, currently beneficially owned by each Reporting Person
and the date on which such Reporting Person ceased to be the beneficial owner
of more than five percent of the Shares, if applicable:
Reporting Percentage Date 5% Beneficial
Persons Shares Owned Ownership Ceased
AXA 0 0 6/21/96
Finaxa 0 0 6/21/96
AXA Assurances
I.A.R.D. Mutuelle 0 0 6/21/96
AXA Assurances
Vie Mutuelle 0 0 6/21/96
Uni Europe
Assurance
Mutuelle 0 0 6/21/96
Alpha Assurances
Vie Mutuelle 0 0 6/21/96
Alpha Assurances
I.A.R.D. Mutuelle 0 0 6/21/96
DLJCC 0 0 6/21/96
DLJSC 0 0 6/21/96
DLJ Venture
Capital
Fund II L.P. 0 0 6/21/96
DLJSC, as
Custodian 0 0 6/21/96
Sprout
Growth Ltd. 0 0 6/21/96
Sprout
Growth L.P. 0 0 6/21/96
Sprout
Capital
VI, L.P. 0 0 6/21/96
The Equitable
Life Assurance
Society of the
United States 0 0 6/21/96
Equitable
Variable Life
Insurance
Company 0 0 6/21/96
The Selling Stockholders (including the Reporting Persons set
forth in the table above) have agreed not to offer, sell, contract to sell,
grant any option to purchase, or otherwise dispose of any Shares or any
securities convertible into or exercisable or exchangeable for Shares for a
period of 90 days following June 18, 1996, without the prior written consent
of a majority of DLJSC, Merrill Lynch, Pierce, Fenner & Smith and Salomon
Brothers Inc.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
As a result of the Offering, the Second Amended and Restated
Stockholders Agreement and the Second Amended and Restated Voting Trust
Agreement were terminated.
Item 7. Material to be filed as Exhibits.
Exhibit 25: Underwriting Agreement dated June 18,
1994 among the Company, the Underwriters
listed on Schedules I and II thereto
and the Selling Stockholders listed on
Schedule III thereto.
Exhibit 26: Information with respect to Executive
Officers of DLJ and Members of DLJ's
Board of Directors.
Exhibit 27: Information with respect to Executive
Officers of DLJCC and Members of
DLJCC's Board of Directors.
Exhibit 28: Information with respect to Executive
Officers of DLJSC and Members of
DLJSC's Board of Directors.
Exhibit 29: Information with respect to Executive
Officers of The Equitable Companies
Incorporated and Members of The
Equitable Companies Incorporated's
Board of Directors.
Exhibit 30: Information with respect to Executive
Officers of The Equitable Life Assurance
Society of the United States and
Members of The Equitable Life Assurance
Society of the United States' Board of
Directors.
Exhibit 31: Information with respect to Executive
Officers of The Equitable Variable Life
Insurance Company and Members of The
Equitable Variable Life Insurance
Company's Board of Directors.
Exhibit 32: Information with respect to
Executive Officers of AXA
and Members of AXA's
Conseil d'Administration
Exhibit 33: Information with respect to Executive
Officers of Finaxa and Members of
Finaxa's Conseil d'Administration
Exhibit 34: Information with respect to Executive
Officers of AXA Assurances I.A.R.D.
Mutuelle and Members of AXA Assurances
I.A.R.D. Mutuelle's Conseil
d'Administration
Exhibit 35: Information with respect to Executive
Officers of AXA Assurances Vie Mutuelle
and Members of AXA Assurances Vie
Mutuelle's Conseil d'Administration
Exhibit 36: Information with respect to Executive
Officers of Alpha Assurances Vie
Mutuelle and Members of Alpha Assurances
Vie Mutuelle's Conseil d'Administration
Exhibit 37: Information with respect to Executive
Officers of Alpha Assurances I.A.R.D.
Mutuelle and Members of Alpha
Assurances I.A.R.D. Mutuelle's Conseil
d'Administration
Exhibit 38: Information with respect to Executive
Officers of Uni Europe Assurance
Mutuelle and Members of Uni Europe
Assurance Mutuelle's Conseil
d'Administration
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.(*)
Date: June 26, 1996
THE EQUITABLE COMPANIES
INCORPORATED
By: /s/ Joanne T. Marren
----------------------------
Name: Joanne T. Marren
Title: Attorney-in-Fact
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.(**)
Date: June 26, 1996
DLJ CAPITAL CORPORATION
By: /s/ Thomas E. Siegler
----------------------------
Name: Thomas E. Siegler
Title: Secretary & Treasurer
(*)Pursuant to the Joint Filing Agreement with respect to Schedule
13D (filed as Exhibit 21 to the Schedule 13D) among AXA; Finaxa; AXA
Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle; Uni Europe
Assurance Mutuelle; Alpha Assurances Vie Mutuelle; Alpha Assurances
I.A.R.D. Mutuelle; Claude Bebear, Patrice Garnier and Henri de
Clermont - Tonnerre, as Trustees under the Voting Trust Agreement
(filed as Exhibit 17 to the Schedule 13D); The Equitable Companies
Incorporated; The Equitable Life Assurance Society of the United
States; Equitable Variable Life Insurance Company; Donaldson, Lufkin
& Jenrette, Inc.; DLJ Capital Corporation; Donaldson, Lufkin &
Jenrette Securities Corporation; Sprout Growth, L.P.; Sprout Growth,
LTD.; Sprout Capital VI, L.P.; DLJ Venture Capital Fund II, L.P.;
Norwest Bank Indiana, N.A.; and Norwest Corporation, this amendment
to statement on Schedule 13D is filed on behalf of each of them by
The Equitable Companies Incorporated and DLJ Capital Corporation.
(**)Pursuant to the Joint Filing Agreement with respect to Schedule
13D (filed as Exhibit 21 to the Schedule 13D) among AXA; Finaxa; AXA
Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle; Uni Europe
Assurance Mutuelle; Alpha Assurances Vie Mutuelle; Alpha Assurances
I.A.R.D. Mutuelle; Claude Bebear, Patrice Garnier and Henri de
Clermont - Tonnerre, as Trustees under the Voting Trust Agreement
(filed as Exhibit 17 to the Schedule 13D); The Equitable Companies
Incorporated; The Equitable Life Assurance Society of the United
States; Equitable Variable Life Insurance Company; Donaldson, Lufkin
& Jenrette, Inc.; DLJ Capital Corporation; Donaldson, Lufkin &
Jenrette Securities Corporation; Sprout Growth, L.P.; Sprout Growth,
LTD.; Sprout Capital VI, L.P.; DLJ Venture Capital Fund II, L.P.;
Norwest Bank Indiana, N.A.; and Norwest Corporation, this amendment
to statement on Schedule 13D is filed on behalf of each of them by
The Equitable Companies Incorporated and DLJ Capital Corporation.
Exhibit Index
Page
Exhibit Description Number
- ------- ----------- ------
25 Underwriting Agreement dated
June 18, 1996
26 Information with respect to
Executive Officers of DLJ and
Members of DLJ's Board of
Directors.
27 Information with respect to
Executive Officers of DLJCC
and Members of DLJCC's Board
of Directors.
28 Information with respect to
Executive Officers of DLJSC
and Members of DLJSC's Board
of Directors.
29 Information with respect to
Executive Officers of The
Equitable Companies Incorporated
and Members of The Equitable
Companies Incorporated's
Board of Directors.
30 Information with respect to
Executive Officers of The
Equitable Life Assurance Society
of the United States and Members
of The Equitable Life Assurance
Society of the United States'
Board of Directors.
31 Information with respect to
Executive Officers of The
Equitable Variable Life
Insurance Company and Members
of The Equitable Variable Life
Insurance Company's Board of
Directors.
32 Information with respect to
Executive Officers of AXA
and Members of AXA's Conseil
d'Administration.
33 Information with respect to
Executive Officers of Finaxa
and Members of Finaxa's Conseil
d'Administration.
34 Information with respect to
Executive Officers of AXA
Assurances I.A.R.D. Mutuelle
and Members of AXA Assurances
I.A.R.D. Mutuelle's Conseil
d'Administration.
35 Information with respect to
Executive Officers of AXA
Assurances Vie Mutuelle and
Members of AXA Assurances Vie
Mutuelle's Conseil
d'Administration.
36 Information with respect to
Executive Officers of Alpha
Assurances Vie Mutuelle and
Members of Alpha Assurances
Vie Mutuelle's Conseil
d'Administration.
37 Information with respect to
Executive Officers of Alpha
Assurances I.A.R.D. Mutuelle
and Members of Alpha Assurances
I.A.R.D. Mutuelle's Conseil
d'Administration.
38 Information with respect to
Executive Officers of Uni
Europe Assurance Mutuelle
and Members of Uni Europe
Assurance Mutuelle's Conseil
d'Administration.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GTECH Holding Corporation
(Name of issuer)
Common Stock, par value $.01 per share
(Title of class of securities)
400518106
(CUSIP number)
Christianne Butte
Head of Central Legal Department
AXA
45, rue de Chatteaudun
75009 Paris, France
011-331-44-53-61-17
with a copy to
George T. Lowy
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, N.Y. 10019
(212) 474-1000
(Name, address and telephone number of person
authorized to receive notices and communications)
July 22, 1992
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. [ ]
Check the following box if a fee is being paid with the statement. [X]
(Continued on the following pages)
(Page 1 of Pages)
CUSIP NO. 400518106 13D Page 3 of Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
AXA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of
beneficial ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
HC
CUSIP NO. 400518106 13D Page 4 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Midi Participations
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of beneficial
ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
HC
CUSIP NO. 400518106 13D Page 5 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Finaxa
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of beneficial
ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
HC
CUSIP NO. 400518106 13D Page 6 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
AXA Assurances I.A.R.D. Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of beneficial
ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
IC
CUSIP NO. 400518106 13D Page 7 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
AXA Assurances Vie Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of beneficial
ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
IC
CUSIP NO. 400518106 13D Page 8 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Uni Europe Assurance Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of beneficial
ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
IC
CUSIP NO. 400518106 13D Page 9 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Alpha Assurances Vie Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of beneficial
ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
IC
CUSIP NO. 400518106 13D Page 10 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Alpha Assurance I.A.R.D. Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of beneficial
ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
IC
CUSIP NO. 400518106 13D Page 11 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Claude Bebear, as a Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Claude Bebear is a citizen of France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of beneficial
ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 400518106 13D Page 12 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Patrice Garnier, as a Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Patrice Garnier is a citizen of France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of beneficial
ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 400518106 13D Page 13 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Henri de Clermont-Tonnerre, as a Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Henri de Clermont-Tonnerre is a citizen of France
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,877,520 Shares (not to be construed as admission of beneficial
ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
14 TYPE OF REPORTING PERSON
IN
Item 1. Security and Issuer
The class of equity securities to which this statement relates
is the Common Stock, par value $.01 per share (the "Common Stock"), of GTECH
Holdings Corporation, a Delaware corporation ("GTECH"). The address of the
principal executive offices of GTECH is 55 Technology Way, West Greenwich,
Rhode Island 02817.
Item 2. Identity and Background
The statement is being filed by (i) AXA, a societe anonyme
organized under the laws of France, (11) Midi Participations, a societe
anonyme organized under the laws of France, (iii) Finaxa, a societe anonyme
organized under the laws of France, (iv) five mutual insurance companies
organized under the laws of France (the "Mutuelles AXA") which, acting as a
group, control AXA, Midi Participations and Finaxa and (v) Clause Bebear
(Chairman and Chief Executive Officer of AXA), Patrice Garnier (a director of
AXA) and Henri de Clermont-Tonnerre (a director of AXA), as Trustees (the
"Trustees") of a Voting Trust (the "Voting Trust") established pursuant to a
Voting Trust Agreement dated as of May 12, 1992, by and among AXA and the
Trustees (the "Voting Trust Agreement"). AXA, Midi Participations, Finaxa,
the Mutuelles AXA and the Trustees are collectively referred to herein as the
"Reporting Persons".
Each of the Reporting Persons expressly declares that the
filing of this Schedule 13D shall not be construed as an admission that it is,
for the purposes of Section 13(d) of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), the beneficial owner of any of the Common
Stock covered by this Schedule 13D. The Reporting Persons have not purchased
the securities covered by this Schedule 13D. However, in connection with
AXA's acquisition, as described in Items 3 and 4 below, of capital stock of
The Equitable Companies Incorporated, a Delaware corporation ("Equitable
Holding"), which indirectly owns 51.9% of the Common Stock, any of AXA, Midi
Participations, Finaxa, the Mutuelles AXA, as a group, or the Trustees may be
deemed the beneficial owner of such Common Stock.
AXA
AXA is part of a group of companies (the "AXA Group") that is
the third largest insurance group in France and one of the largest insurance
groups in Europe. Principally engaged in property and casualty insurance and
life insurance in Europe and elsewhere in the world, the AXA Group is also
involved in real estate operations and certain other financial services,
including mutual fund management, lease financing services and brokerage
services. AXA is the principal holding company for most of the companies in
the AXA Group. The address of AXA's principal business and office is 23
Avenue Matignon, 75008 Paris, France. AXA is a public company with shares
traded on the Paris Bourse (the French stock exchange). AXA is indirectly
controlled by the Mutuelles AXA, as a group. As of May 31, 1992, the
Mutuelles AXA owned, directly and indirectly through Midi Participations and
Finaxa, 50.5% of the voting shares (representing 50.2% of the voting power) of
AXA.
Midi Participations
Midi Participations is a holding company. The address of Midi
Participations' principal business and office is 23 Avenue Matignon, 75008
Paris, France. As of May 31, 1992, Midi Participations owned 42.1% of the
voting shares (representing 40.6% of the voting power) of AXA and, therefore,
may be deemed to control AXA. The voting shares of Midi Participations are in
turn owned 60% by Finaxa and 40% by Assicurazioni Generali S.p.A., an Italian
corporation principally engaged in the business of insurance and reinsurance.
Finaxa
Finaxa is a holding company. The address of Finaxa's principal
business and office is 23 Avenue Matignon, 75008 Paris, France. In addition
to the shares of AXA owned indirectly through Midi Participations, as of May
31, 1992, Finaxa also owned, directly and through another subsidiary, 4.0% of
the voting shares (representing 4.7% of the voting power) of AXA and,
therefore, may be deemed to indirectly control AXA. As of May 31, 1992, 60.5%
of the voting shares (representing 70.6% of the voting power) of Finaxa were
owned by the Mutuelles AXA and 29% of the voting shares (representing 21.6% of
the voting power) of Finaxa were owned by Compagnie Financiere de Paribas, a
French financial institution engaged in banking and related activities.
The Mutuelles AXA
The Mutuelles AXA are AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie
Mutuelle and Alpha Assurances I.A.R.D. Mutuelle. Each of the Mutuelles AXA is
a mutual insurance company. The Mutuelles AXA have approximately 1.5 million
policyholders. The address of each of the Mutuelles AXA's principal business
and office is as follows: for each of AXA Assurances I.A.R.D. Mutuelle and
AXA Assurances Vie Mutuelle, La Grande Arche, Paroi Nord, 92044 Paris La
Defense, France; for each of Alpha Assurances Vie Mutuelle, and Alpha
Assurances I.A.R.D. Mutuelle, 100-101 Terrasse Boieldieu, 92042 Paris La
Defense, France; and for Uni Europe Assurance Mutuelle, 24 Rue Drouot, 75009
Paris, France.
________________
The name, residence or business address, present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted and
citizenship of each of the executive officers of each of AXA, Midi
Participations, Finaxa and each of Mutuelles AXA and the members of each of
AXA's, Midi Participations', Finaxa's and each of the Mutuelles AXA's Conseil
d'Administration (the body analogous to a United States corporation's board of
directors) are set forth on Exhibits 1, 2, 3, 4, 5, 6, 7 and 8 hereto. None
of AXA, Midi Participations and the Mutuelles AXA nor, to the best knowledge
of any Reporting Person, any person named in Exhibits 1, 2, 3, 4, 5, 6, 7, and
8 has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which any of AXA, Midi Participations, Finaxa
or any of the Mutuelles AXA or such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
The Trustees
In order to ensure for insurance regulatory purposes that
certain indirect minority shareholders of AXA will not be able to exercise
control over Equitable Holding and certain of its insurance subsidiaries,
AXA has agreed pursuant to the Voting Trust Agreement to deposit the shares
of capital stock of Equitable Holding having voting powers beneficially
owned by AXA and certain of its affiliates (including all shares of capital
stock acquired by AXA in exchange for notes of Equitable Holding as
described in Item 3 hereof) into the Voting Trust. AXA or any such
affiliate depositing capital stock in the Voting Trust will remain the
beneficial owner of all capital stock deposited by it in the Voting Trust,
but during the term of the Voting Trust the Trustees will exercise all
voting rights with respect to such capital stock. The Trustees have agreed
to exercise such voting rights with a view toward protecting the legitimate
economic interests of the beneficial owners of the capital stock deposited
in the Voting Trust, subject to ensuring that certain indirect minority
shareholders of AXA do not exercise control over Equitable Holding or its
relevant insurance subsidiaries. The Trustees generally may act by a
unanimous written consent or by the affirmative vote of at least two
Trustees at a meeting called by any Trustee upon two days' notice.
Information with respect to the Trustees is set forth on
Exhibit 1 hereto or provided under "AXA" above since the Trustees are all
members of AXA's Conseil d'Administration. The Voting Trust Agreement is
being filed as Exhibit 9 hereto and is hereby incorporated by reference in
this statement and any description thereof contained in this statement is
qualified in its entirety by reference to such Exhibit.
Item 3. Source and Amount of Funds or Other Consideration
On July 18, 1991, AXA entered into an Investment Agreement
dated as of July 18, 1991, with The Equitable Life Assurance Society of the
United States, a New York life insurance company ("Equitable"), and
Equitable Holding (as amended, the "Investment Agreement"), and, in
connection therewith, AXA purchased from Equitable $1 billion in principal
amount of Equitable's notes (the "Notes"). The Investment Agreement is
being filed as Exhibit 10 hereto and is hereby incorporated by reference in
this statement and any description thereof contained in this statement is
qualified in its entirety by reference to such Exhibit.
Pursuant to a Plan of Reorganization adopted by the Board of
Directors of Equitable on November 27, 1991, under Section 7312 of the
Insurance Law of the State of New York (as amended, the "Plan"), on July 22,
1992 (the "Effective Date"), Equitable was, by operation of law, converted
from a mutual life insurance company to a stock life insurance company (the
"Demutualization") and became a wholly-owned subsidiary of Equitable Holding.
Pursuant to the Plan, eligible policyholders of Equitable became entitled to
receive shares of common stock, par value $.01 per share (the "Equitable
Common Stock"), of Equitable Holding or, in lieu thereof, cash or policy
credits in exchange for their policyholders' membership interest in Equitable
and Equitable Holding sold additional shares of Equitable Common Stock in an
initial public offering (the "IPO"). As more fully described under Item 4
hereof, pursuant to the Investment Agreement and the Plan, the Notes were
exchanged on the Effective Date for capital stock of Equitable Holding. In
connection with AXA's acquisition of capital stock of Equitable Holding (which
indirectly owns 15.9% of the Common Stock), as described in Item 4 below, any
of AXA, Midi Participations, Finaxa, the Mutuelles AXA, as a group, or the
Trustees may be deemed to have acquired beneficial ownership of such Common
Stock. However, each of the Reporting Persons expressly declares that the
filing of this Schedule 13D shall not be construed as an admission that it is,
for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any
of the Common Stock covered by this Schedule 13D.
The funds used to purchase the Notes were obtained entirely
from the available resources of AXA and its subsidiaries and not from
borrowings.
Item 4. Purpose of Transaction
General
AXA had been considering for some time making a significant
investment in a United States insurance company as part of its established
strategy to expand its international operations. AXA acquired the Notes in
order to become a substantial equity investor in Equitable Holding. Upon
exchange of the Notes AXA became the largest stockholder of Equitable Holding,
owning 49% of the outstanding Equitable Common Stock, and AXA will also
receive preferred stock of Equitable Holding, including convertible preferred
stock (which generally is not convertible for three years). In addition,
under the investment arrangements with Equitable Holding and Equitable
described below, AXA is able to exercise significant influence over the
operations and capital structure of Equitable Holding, Equitable and their
subsidiaries.
In addition to the Investment Agreement referred to in Item 3
above, Equitable, Equitable Holding and AXA also entered into (i) a Standstill
and Registration Rights Agreement dated as of July 18, 1991 (as amended, the
"Standstill Agreement"), being filed as Exhibit 11 hereto, and (ii) a
Cooperation Agreement dated as of July 18, 1991 (as amended, the "Cooperation
Agreement"), being filed as Exhibit 12 hereto. The Standstill Agreement and
the Cooperation Agreement are hereby incorporated by reference in this
statement and any descriptions thereof contained in this statement are
qualified in their entirety by reference to such Exhibits.
Standstill Agreement. The Standstill Agreement contains
certain restrictions and limitations on the rights and actions of AXA, certain
of its affiliates and the Trustees (collectively, the "AXA Parties") and
Equitable Holding, Equitable and their subsidiaries. Many of those
restrictions and limitations are effective during the Standstill Period or
during some period of time measured by reference to the Standstill Period.
The "Standstill Period", which is defined in the Standstill Agreement,
generally refers to the period commencing on the Effective Date and ending on
the date (the "Termination Date") which is the earlier of (x) September 19,
1994 and (y) the first date on which any of the following events occur (i)
AXA's termination of such agreement due to the occurrence of a material breach
by Equitable Holding of any of the covenants contained in the Standstill
Agreement or the Cooperation Agreement; (ii) the reduction of the aggregate
ownership of voting securities of Equitable Holding (including the Equitable
Common Stock) by the AXA Parties to less than 10% of the Total Voting Power
(ownership of voting securities and Total Voting Power being determined, for
purposes of this clause (ii), as though all securities convertible into, or
exchangeable for, voting securities or any options, warrants or other rights
exercisable to acquire voting securities (such securities, options, warrants
and other rights, collectively, "Convertible Securities") owned by any AXA
Party had been converted into voting securities immediately prior to the time
of determination); (iii) the acquisition by another party or group of voting
securities representing 10% or more of the Total Voting Power; (iv) the
execution by Equitable Holding of any agreement, whether or not binding, with
respect to any sale of all or substantially all of Equitable Holding's assets
or any merger, consolidation or other business combination pursuant to which
the percentage of the Total Voting Power owned by the AXA Parties immediately
after the consummation of such transaction would be less than the AXA Parties'
percentage ownership immediately prior to the execution of such agreement; or
(v) the failure of any person nominated by AXA (or the Trustees) to be
nominated for election, elected or appointed, as the case may be, to the
relevant board of directors or committee, or the improper removal or barring
of any such person from any such position as provided in the Standstill
Agreement. "Total Voting Power" is defined in the Standstill Agreement and
generally refers to the total number of votes that may be cast in the election
of directors of Equitable Holding at a meeting of the holders of all the
voting securities of Equitable Holding.
Cooperation Agreement. Under the terms of the Cooperation
Agreement, Equitable, Equitable Holding and AXA have established a
Cooperation Committee, consisting of an equal number of representatives
from AXA and Equitable, that will meet at least quarterly. The Cooperation
Committee will establish an annual cooperation program and carry out
feasibility studies relating to joint projects and ventures. In addition,
the Cooperation Agreement provides for the establishment of operating
committees with respect to strategy, finance and audit matters, asset
management, actuarial matters, products, marketing, organization, human
resources, public relations and electronic data processing systems. Such
operating committees will be under the direction of the Cooperation
Committee and will meet at least quarterly. The Cooperation Agreement also
provides for the exchange of management between AXA, Equitable and their
respective subsidiaries. Unless earlier terminated by agreement of the
parties, the Cooperation Agreement terminates upon the earlier to occur of
(i) September 30, 2001 and (ii) the first date on which the AXA Parties
own voting securities representing less than 25% of the Total Voting Power.
Management; the Board of Directors
Pursuant to the terms of the Standstill Agreement, until the
completion of the first annual meeting of stockholders of Equitable Holding
after the end of the Standstill Period, AXA (or the Trustees) will generally
be entitled to nominate to the board of directors of each of Equitable Holding
and Equitable that number of directors (rounded up to the nearest whole number
of directors, unless AXA's representatives would thereby constitute a majority
of such board, in which case such number will be rounded down) which
constitutes the same percentage of such board of directors as the percentage
of the Total Voting Power then owned by the AXA Parties. In addition, AXA (or
the Trustees) will be entitled to nominate to each committee of such boards of
directors that number of directors (rounded up to the nearest whole number of
directors, unless AXA's representatives would thereby constitute a majority of
such committee, in which case such number will be rounded down) which
constitutes the same percentage of such committee as the percentage of the
Total Voting Power then owned by the AXA Parties. AXA (or the Trustees) is
also entitled to nominate members to each standing officers' committee of each
of Equitable Holding and Equitable on the same basis.
Voting
During the Standstill Period, AXA (or the Trustees) must (and
AXA must cause each other AXA Party to), at the option of the board of
directors of Equitable Holding, vote all its voting securities as directed by
the board of directors of Equitable Holding or in the same proportion of votes
as the votes cast by stockholders that are not affiliates of AXA or Equitable
Holding, except that AXA and the other AXA Parties including the Trustees)
will not be so restricted when voting on any matter relating to (i) any
merger, consolidation, recapitalization, liquidation, sale of all or
substantially all of the assets or other major corporate transaction involving
Equitable Holding or any Significant Subsidiary (as defined in the Standstill
Agreement), (ii) any amendment to Equitable Holding's Restated Certificate of
Incorporation or By-Laws, being filed as Exhibits 13 and 14, respectively,
hereto, (iii) any matter arising during any Offer Period (as defined in the
Standstill Agreement), (iv) subject to certain exceptions, any matter that
could reduce the percentage of the Total Voting Power represented by all
voting securities then owned by the AXA Parties and (v) any matter (other than
the election of directors) that in the good faith judgment of AXA (or the
Trustees) could adversely affect its interest as the principal stockholder of
Equitable Holding. The foregoing restrictions on voting will terminate before
the end of the Standstill Period if (i) certain operating or financial tests
are not met by Equitable Holding and its subsidiaries, (ii) Equitable Holding
or Equitable changes its chief executive officer or chief operating officer
without the consent of AXA (or the Trustees), (iii) the AXA
Parties acquire in the aggregate voting securities representing more than 50%
of the Total Voting Power or (iv)(A) AXA notifies Equitable Holding of any
inadvertent material breach of any covenant of Equitable Holding contained in
the Investment Agreement and such breach is not cured within 30 days or (B)
AXA notifies Equitable Holding of any such material breach which is not
inadvertent. In addition, under the terms of the Standstill Agreement, until
the completion of the first annual meeting of stockholders of Equitable
Holding after the end of the Standstill Period, Equitable Holding, its
Significant Subsidiaries and, in some cases, other Equitable Holding
subsidiaries may not take certain significant corporate actions (including,
among others, issuing certain equity securities, engaging in mergers,
acquisitions and similar transactions and incurring significant amounts of
debt) without AXA's consent.
Other Plans or Proposals
Except as otherwise set forth herein, the Reporting Persons
have no plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of GTECH, or the
disposition of securities of GTECH; (b) an extraordinary transaction, such as
a merger, reorganization or liquidation involving GTECH; (c) a sale or
transfer of a material amount of assets of GTECH; (d) any change in the
present board of directors or management of GTECH, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization
or dividend policy of GTECH; (f) any other material change in GTECH's business
or corporate structure; (g) changes in GTECH's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of GTECH by any person; (h) causing a class of securities of GTECH to
be delisted from a national securities exchange or to cease to be authorized
to be quoted in an interdealer quotation system of a registered national
securities association; (i) a class of equity securities of GTECH becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) AXA, by virtue of its ownership of the capital stock of
Equitable Holding, may be deemed to beneficially own 21,877,520 shares of
Common Stock of GTECH (51.9% of the Common Stock outstanding) which are owned
indirectly by Equitable Holding. By reason of the Voting Trust arrangement,
the Trustees may be deemed to be beneficial owners of such Common Stock. In
addition, the Mutuelles AXA, as a group, and each of Finaxa and Midi
Participations may be deemed to be beneficial owners of such Common Stock.
Each of the Reporting Persons expressly declares that the filing of this
Schedule 13D shall not be construed as an admission that it is, for the
purposes of Section 13(d) of the Exchange Act, the beneficial owner of such
Common Stock.
To the best knowledge of the Reporting Persons, no executive
officer of any Reporting Person or member of any Reporting Person's Conseil
d'Administration beneficially owns any Common Stock.
(b) AXA, by reason of its arrangements with Equitable
Holding, may be deemed to share the power to vote or direct the disposition of
all of the Common Stock beneficially owned by Equitable Holding. By reason of
the Voting Trust arrangement, the Trustees may be deemed and, by reason of
their relationship with AXA, the Mutuelles AXA, as a group, and each of Finaxa
and Midi Participations may be deemed, to share the power to vote or to direct
the vote and to dispose or to direct the disposition of all the Common Stock
beneficially owned by Equitable Holding.
(c) Except for the transactions effected by AXA pursuant to
the Investment Agreement described under Items 3 and 4 above, no Reporting
Person has effected any transaction in the Common Stock during the past 60
days.
To the best knowledge of the Reporting Persons, no executive
officer of any Reporting Person or member of any Reporting Person's Conseil
d'Administration has effected any transactions in the Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In addition to the Voting Trust Agreement, the Investment
Agreement and the Standstill Agreement described in Items 2, 3, 4 and 5 hereof
(which agreements contain provisions which, among other things, affect the
transfer or voting of the shares of Equitable Common Stock, limit the
acquisition of additional shares of Equitable Common Stock, create preemptive
rights and govern the composition of the board of directors of Equitable
Holding and Equitable and committees thereof), AXA entered into (i) a Letter
Agreement dated May 12, 1992, with Equitable and Equitable Holding (the
"Letter Agreement with Equitable and Equitable Holding"), being filed as
Exhibit 15 hereto, which contains provisions relating to the establishment of
the Voting Trust by AXA and certain other related matters, and (ii) a Letter
Agreement dated May 12, 1992 with the Superintendent of Insurance of the State
of New York Insurance Department (the "Letter Agreement with the
Superintendent"), being filed as Exhibit 16 hereto, which contains provisions
relating to the renewal of the Voting Trust upon its termination under certain
circumstances. The Letter Agreement with Equitable and Equitable Holding and
the Letter Agreement with the Superintendent are hereby incorporated by
reference in this statement and the above descriptions thereof contained in
this statement are qualified in their entirety by reference to such
agreements. Additional information set forth under Items 2, 3, 4 and 5 and
Exhibits 9, 10, 11 and 12 hereto are also incorporated in this Item 6 by
reference.
Item 7. Material To Be Filed as Exhibits(*)
Exhibit 1 Information with respect to Executive Officers of AXA and
Members of AXA's Conseil d'Administration
Exhibit 2 Information with respect to Executive Officers of Midi
Participations and Members of Midi Participations'
Conseil d'Administration
Exhibit 3 Information with respect to Executive Officers of Finaxa
and Members of Finaxa's Conseil d'Administration
Exhibit 4 Information with respect to Executive Officers of AXA
Assurances I.A.R.D. Mutuelle and Members of AXA
Assurances I.A.R.D Mutuelle's Conseil d'Administration
Exhibit 5 Information with respect to Executive Officers of AXA
Assurances Vie Mutuelle and Members of AXA Assurances Vie
Mutuelle's Conseil d'Administration
Exhibit 6 Information with respect to Executive Officers of Alpha
Assurances Vie Mutuelle and Members of Alpha Assurances
Vie Mutuelle's Conseil d'Administration
Exhibit 7 Information with respect to Executive Officers of Alpha
Assurances I.A.R.D. Mutuelle and Members of Alpha
Assurances I.A.R.D. Mutuelle's Conseil d'Administration
Exhibit 8 Information with respect to Executive Officers of Uni
Europe Assurance Mutuelle and Members of Uni Europe
Assurance Mutuelle's Conseil d'Administration
Exhibit 9 Voting Trust Agreement
Exhibit 10 Investment Agreement
Exhibit 11 Standstill Agreement
Exhibit 12 Cooperation Agreement
Exhibit 13 Restated Certificate of Incorporation of Equitable Holding
Exhibit 14 By-Laws of Equitable Holding
Exhibit 15 Letter of Agreement with Equitable and Equitable Holding
Exhibit 16 Letter of Agreement with the Superintendent
Exhibit 17 Filing Agreement with respect to Schedule 13D among the
Reporting Persons
___________
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated electronically.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: August 12, 1992
AXA,(*)
by /s/ Alvin H. Fenichel
--------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
_____________
(*) Pursuant to the Filing Agreement with respect to Schedule 13D, among
AXA, Midi Participations, Finaxa, AXA Assurances I.A.R.D., Mutuelle, AXA
Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances
Vie Mutuelle, Alpha Assurances I.A.R.D. Mutuelle and Claude Bebear,
Patrice Garnier and Henri de Clermont-Tonnerre, as Trustees under the
Voting Trust Agreement, Exhibit 17 hereto, this statement on Schedule 13D
is filed on behalf of each of them.
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GTECH HOLDINGS CORPORATION
(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
400518106
(CUSIP Number)
JOANNE T. MARREN
787 Seventh Avenue
New York, NY 10019
Tel. No.: (212) 554-2431
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 17, 1992
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following:
[x].
Check the following box if a fee is being paid with this statement:
[ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 2 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 3 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Midi Participations |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 14,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 4 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Finaxa |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 14,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 5 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 14,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 6 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 14,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 7 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Uni Europe Assurance Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 14,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 8 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 14,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 9 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 14,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 10 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Claude Bebear, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Claude Bebear is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 14,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 11 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Patrice Garnier, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Patrice Garnier is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 14,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 12 of 15 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Henri de Clermont - Tonnerre, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Henri di Clermont-Tonnerre is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 14,906,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 35.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
This Amendment No. 1 amends the Statement on Schedule 13D ("the
Schedule 13D") filed with the Securities and Exchange Commission on August 13,
1992, by AXA, Midi Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle,
AXA Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances
Vie Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, and Claude Bebear, Patrice
Garnier and Henri de Clermont-Tonnerre, as Trustees of a Voting Trust pursuant
to a Voting Trust Agreement dated as of May 12, 1992, by and among AXA and the
Trustees, which Schedule 13D relates to the Common Stock, par value $.01 per
share of GTECH Holdings Corporation, a Delaware corporation. The Schedule 13D
is amended as follows:
Item 2. Identity and Background.
The second paragraph of the response to Item 2 is hereby amended by
deleting the figure "51.9%" and inserting in lieu thereof the figure "35.3%".
Item 3. Source and Amount of Funds or other consideration.
The second paragraph of the response to Item 2 is hereby amended by
deleting the figure "15.9%" and inserting in lieu thereof the figure "35.3%".
Item 5. Interest in the Securities of the Issuer.
The first paragraph of the response to Item 5(a) is hereby amended in
its entirety to read as follows:
"(a) AXA, by virtue of its ownership of the capital stock of
Equitable Holding, may be deemed to beneficially own 14,906,650 shares of the
Common Stock (35.3% of the Common Stock outstanding) which are owned
indirectly by Equitable Holding. By reason of the Voting Trust arrangement,
the Trustees may be deemed to be beneficial owners of such Common Stock. In
addition, the Mutuelles AXA, as a group, and each of Finaxa and Midi
Participants may be deemed to be beneficial owners of such Common Stock. Each
of the Reporting Persons expressly declares that the filing of this Schedule
13D shall not be construed as an admission that it is, for the purpose of
Section 13(d) of the Exchange Act, the beneficial owner of such Common Stock."
The first paragraph of the response to Item 5(c) is hereby amended in
its entirety to read as follows:
"(c) On December 17, 1992 certain subsidiaries and affiliates of
Equitable Holding sold 6,970,837 shares of the Common Stock pursuant to a
registration statement filed with the Securities and Exchange Commission at
$37.00 per share. Except for the transactions referred to above, no Reporting
Person has effected any transaction in the Common Stock during the past 60
days."
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: December 17, 1992
AXA, (*)
By: /s/ Joanne T. Marren
________________________
Name: Joanne T. Marren
Title: Attorney-in-Fact
_________
(*)Pursuant to the Powers of Attorney with respect to Schedule 13D granted by
AXA, Midi Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie
Mutuelle, Alpha Assurances I.A.R.D. Mutuelle and Claude Bebear, Patrice
Garnier and Henri de Clermont Tonnerre, as Trustees under the Voting Trust
Agreement (filed as Exhibit 17 to the Schedule 13D), this amendment to
statement on Schedule 13D is filed on behalf of each of them.
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
GTECH HOLDINGS CORPORATION
--------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------
(Title of Class of Securities)
400518106
--------------------------------------------------
(CUSIP Number)
JOANNE T. MARREN, ESQ.
787 Seventh Avenue
New York, NY 10019
Tel. No.: (212) 554-2431
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 1992
--------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
** With a copy to:
Christiane Butte
Head of Central Legal Department
AXA
45, rue de Chateaudon
75009 Paris, France
011-331-44-53-61-71
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 2 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 3 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Finaxa |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 4 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Midi Participations |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 5 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 6 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 7 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Uni Europe Assurance Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 8 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 9 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 10 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Claude Bebear, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | FRANCE |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 11 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Patrice Garnier, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | FRANCE |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 12 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Henri de Clermont-Tonnerre, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | FRANCE |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,227,307 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
This Amendment No. 2 amends and supplements the Statement on Schedule
13D originally filed on August 13, 1992 and Amendment No. 1 thereto filed on
December 18, 1992 with the Securities and Exchange Commission (the "Schedule
13D"), by AXA, Midi Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle,
AXA Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances
Vie Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, and Claude Bebear, Patrice
Garnier and Henri de Clermont-Tonnerre, as Trustees of a Voting Trust pursuant
to a Voting Trust Agreement dated as of May 12, 1992, by and among AXA and the
Trustees, which Schedule 13D relates to the Common Stock, par value $.01 per
share of GTECH Holdings Corporation, a Delaware corporation. The Schedule 13D
is amended as follows:
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 2. Identity and Background.
The second paragraph of the response to Item 2 is hereby amended by
deleting the figure "35.3%" and inserting in lieu thereof the figure "24.3%".
Item 3. Source and Amount of Funds or other consideration.
The second paragraph of the response to Item 3 is hereby amended by
deleting the figure "35.3%" and inserting in lieu thereof the figure "24.3%".
Item 5. Interest in the Securities of the Issuer.
The first paragraph of the response to Item 5(a) is hereby amended in
its entirety to read as follows:
"(a) AXA, by virtue of its ownership of the capital stock of
Equitable Holding, may be deemed to beneficially own 10,227,307 shares of the
Common Stock (24.3% of the Common Stock outstanding) which are owned
indirectly by Equitable Holding. By reason of the Voting Trust arrangement,
the Trustees may be deemed to be beneficial owners of such Common Stock. In
addition, the Mutuelles AXA, as a group, and each of Finaxa and Midi
Participations may be deemed to be beneficial owners of such Common Stock.
Each of the Reporting Persons expressly declares that the filing of this
Schedule 13D shall not be construed as an admission that it is, for the
purpose of Section 13(d) of the Exchange Act, the beneficial owner of such
Common Stock."
The first paragraph of the response to Item 5(c) in Amendment No. 1
to Schedule 13D filed on December 18, 1992 is hereby amended in its entirety
to read as follows:
"(c) On December 15, 1992, DLJ Capital Corporation ("DLJ"), a
subsidiary of Equitable Holding, distributed 4,074,836 shares of the Common
Stock to certain employees of DLJ and its affiliates in connection with
certain employee compensation arrangements of DLJ. On December 17, 1992
certain subsidiaries and affiliates of Equitable Holding sold 6,970,837 shares
of the Common Stock pursuant to a registration statement filed with the
Securities and Exchange Commission at $35.62 per share. On January 11, 1993
the high yield trading department of Donaldson, Lufkin & Jenrette Securities
Corporation, a subsidiary of Equitable Holding, sold 604,540 shares of the
Common Stock at $39.00 per share in an over-the-counter transaction. Except
for the transactions referred to above, no Reporting Person has effected any
transaction in the Common Stock during the past 60 days."
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: January 19, 1993
AXA, *
By:/s/ Joanne T. Marren
------------------------
Name: Joanne T. Marren
Title: Attorney-in-Fact
- ------------
*Pursuant to the Powers of Attorney with respect to Schedule 13D
granted by AXA, Midi Participations, Finaxa, AXA Assurances I.A.R.D.
Mutuelle, AXA Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha
Assurances Vie Mutuelle, Alpha Assurances I.A.R.D. Mutuelle and Claude
Bebear, Patrice Garnier and Henri de Clermont Tonnerre, as Trustees under
the Voting Trust Agreement (filed as Exhibit 17 to the Schedule 13D), this
amendment to statement on Schedule 13D is filed on behalf of each of them.
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
GTECH HOLDINGS CORPORATION
(Name of Issuer)
Common Stock, par value
$.01 per share
(Title of Class of Securities)
400518106
(CUSIP Number)
JOANNE T. MARREN, ESQ.
787 Seventh Avenue
New York, NY 10019
Tel. No.: (212) 554-2431
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 11, 1993
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement
[ ]. A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
** With a copy to:
--------------
Christiane Butte
Head of Central Legal Department
AXA
45, rue de Chateaudun
75009 Paris, France
011-331-44-53-61-71
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 2 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 3 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Finaxa |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 4 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Midi Participations |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 5 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 6 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 7 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Uni Europe Assurance Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 8 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 9 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 10 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Claude Bebear, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | FRANCE |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 11 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Patrice Garnier, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | FRANCE |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518106 | | Page 12 of 16 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Henri de Clermont-Tonnerre, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) | | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | FRANCE |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,813 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
This Amendment No. 3 amends the Statement on Schedule 13D originally
filed on August 13, 1992, as amended by Amendment No. 1 thereto filed on
December 18, 1992 and Amendment No. 2 thereto filed on January 15, 1993 with
the Securities and Exchange Commission (the "Schedule 13D"), by AXA, Midi
Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle, Alpha
Assurances I.A.R.D. Mutuelle, and Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, as Trustees of a Voting Trust pursuant to a Voting Trust
Agreement dated as of May 12, 1992, by and among AXA and the Trustees, which
Schedule 13D relates to the Common Stock, par value $.01 per share of GTECH
Holdings Corporation, a Delaware corporation. The Schedule 13D is amended as
follows:
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 5. Interest in the Securities of the Issuer.
The first paragraph of the response to Item 5(a) is hereby amended by
deleting the figure "10,242,813" and inserting in lieu thereof the figure
"10,242,813".
The first paragraph of the response to Item 5(c) as set forth in
Amendment No. 2 is amended and restated in its entirely to read as follows:
"(c) On December 15, 1992, DLJ Capital Corporation ("DLJ"), a
subsidiary of Equitable Holding, distributed 4,074,836 shares of the Common
Stock to certain employees of DLJ and its affiliates in connection with
certain employee compensation arrangements of DLJ. On December 17, 1992
certain subsidiaries and affiliates of Equitable Holding sold 6,970,837 shares
of the Common Stock pursuant to a registration statement filed with the
Securities and Exchange Commission at $35.62 per share. On January 11, 1993
the high yield trading department of Donaldson, Lufkin & Jenrette Securities
Corporation, a subsidiary of Equitable Holding, sold 604,540 shares of the
Common Stock at $39.25 per share in an over-the-counter transaction. On
January 14, 1993 DLJ purchased 15,476 shares of the Common Stock at $43.125
per share in a private transaction. Except for the transactions referred
to above, no Reporting Person has effected any transaction in the Common
Stock during the past 60 days."
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: January 22, 1993
AXA, (*)
By: /s/ Joanne T. Marren
------------------------
Name: Joanne T. Marren
Title: Attorney-in-Fact
__________
(*) Pursuant to the Powers of Attorney with respect to Schedule 13D, granted
by AXA, Midi Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie
Mutuelle, Alpha Assurances I.A.R.D. Mutuelle and Claude Bebear, Patrice
Garnier and Henri de Clermont Tonnerre, as Trustees under the Voting Trust
Agreement (filed as Exhibit 17 to the Schedule 13D), this amendment to
statement on Schedule 13D is filed on behalf of each of them.
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
GTECH HOLDINGS CORPORATION
(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
400518106
(CUSIP Number)
JOANNE T. MARREN
787 Seventh Avenue
New York, NY 10019
Tel. No.: (212) 554-2431
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 27, 1993
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following:
[x].
Check the following box if a fee is being paid with this statement:
[ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 2 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 3 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Midi Participations |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 4 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Finaxa |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 5 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 6 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 7 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Uni Europe Assurance Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 8 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 9 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 10 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Claude Bebear, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Claude Bebear is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 11 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Patrice Garnier, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Patrice Garnier is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 12 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Henri de Clermont - Tonnerre, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Henri di Clermont-Tonnerre is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 13 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Equitable Companies Incorporated |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 10,242,814 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC, CO, IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 14 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Equitable Life Assurance Society of the United States |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 241,392 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 241,392 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,242,814 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.95% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC, CO, IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 15 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Equitable Variable Life Insurance Company |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 49,949 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 49,949 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 49,949 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.12% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC, CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 16 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Donaldson, Lufkin & Jenrette, Inc. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 9,951,473 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.27% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO, HC |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 17 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DLJ Capital Corporation |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 979,726 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 8,971,717 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 9,951,443 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.27% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 18 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Growth, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 609,377 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 609,377 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 1.43% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 19 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Growth, Ltd. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Cayman Islands |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 67,143 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 67,143 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.16% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 20 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Capital VI, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 882,359 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 882,359 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 2.06% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 21 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DLJ Venture Capital Fund II, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 30,249 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 30,249 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.07% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 22 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Lincoln National Bank and Trust Company of Fort Wayne, as Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States of America |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 8,951,799 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,951,799 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 20.98% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | BN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 23 of 49 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Norwest Corporation |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,951,799 Shares (not to be construed as admission of beneficial |
| | ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 20.98% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
This Amendment No. 4 amends and supplements the Statement on
Schedule 13D originally filed on August 13, 1992 (as amended by Amendment 1
thereto filed on December 17, 1992, Amendment No. 2 thereto filed on January
15, 1993 and Amendment No. 3 thereto filed on January 22, 1993)
with the Securities and Exchange Commission (the "Schedule 13D"), by AXA, Midi
Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle, Alpha
Assurances I.A.R.D. Mutuelle, and Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, as Trustees of a Voting Trust pursuant to a Voting Trust
Agreement dated as of May 12, 1992, by and among AXA and the Trustees, which
Schedule 13D relates to the Common Stock, par value $.01 per share, of GTECH
Holdings Corporation, a Delaware corporation. Unless otherwise indicated,
each capitalized term used but not defined herein shall have the meaning
assigned to such term in the Schedule 13D.
This Amendment No. 4 supersedes the filing on Schedule 13G by
The Equitable Companies Incorporated and its subsidiaries dated February 10,
1993.
This Amendment No. 4 is filed in connection with the
acquisition of certain Shares by the members of the Company's management
who may be deemed to be part of a group with the Reporting Persons (as
defined herein) for purposes of Sections 13(g) and 13(d) of the Exchange
Act. The arrangements which might give rise to a possible determination
that a group exists are described in Item 5 hereof. The Schedule 13D is
amended as follows:
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby
amended and supplemented by the following information:
This statement is being filed by AXA, Midi Participations,
Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni
Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle, Alpha Assurances
I.A.R.D. Mutuelle, and Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, as Trustees, The Equitable Companies Incorporated, a
Delaware corporation ("Equitable"), The Equitable Life Assurance Society of
the United States, a New York stock life insurance company ("Equitable Life"),
Equitable Variable Life Insurance Company, a New York corporation ("EVLICO"),
Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation ("DLJ"), DLJ
Capital Corporation, a Delaware corporation ("DLJCC"), Sprout Growth, L.P., a
Delaware limited partnership ("Sprout L.P."), Sprout Growth Ltd., a Cayman
Islands corporation ("Sprout Ltd."), Sprout Capital VI, L.P., a Delaware
limited partnership ("Sprout VI"), DLJ Venture Capital Fund II, L.P., a
Delaware limited partnership ("DLJVCF II"), Lincoln National Bank and Trust
Company of Fort Wayne, a national banking association, as Trustee, ("Lincoln")
and Norwest Corporation, a Delaware corporation ("Norwest"). AXA, Midi
Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle, Alpha
Assurances I.A.R.D. Mutuelle, and Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, as Trustees, Equitable, Equitable Life, EVLICO, DLJ, DLJCC,
Sprout L.P., Sprout Ltd., Sprout VI, DLJVCF II, Lincoln and Norwest are
hereinafter collectively referred to as the "Reporting Persons". Sprout L.P.,
Sprout Ltd., Sprout VI and DLJVCF II are sometimes referred to collectively as
"The Sprout Funds".
DLJCC is a financial company whose business includes the making
of investments in industrial and other companies and the management of venture
capital investment pools. DLJ directly owns all of the stock of DLJCC. DLJ,
acting on its own behalf or through its subsidiaries, is a registered
broker-dealer and registered investment advisor engaged in investment banking,
institutional trading and research, investment management and financial and
correspondent brokerage service.
The Sprout Funds are engaged in investment activities. The
general partner of Sprout L.P. is DLJ Growth Associates. The general partner
of Sprout Ltd. is DLJ Growth Partners. The general partner of Sprout VI is
DLJCC. The general partner of DLJVCF II is DLJ Fund Associates II. The
address of the principal business and principal office of DLJ, DLJCC, and The
Sprout Funds is 140 Broadway, New York, New York 10005.
DLJ and EVLICO are both wholly owned subsidiaries of Equitable
Life. Equitable Life is wholly owned by Equitable. EVLICO is an insurance
company. Equitable Life is a diversified financial services organization
serving a broad spectrum of insurance investment management and investment
banking customers. Equitable is a holding company. The address of the
principal business and principal office of Equitable, Equitable Life and
EVLICO is 787 Seventh Avenue, New York, New York 10019.
Lincoln is wholly owned by Norwest. Lincoln is a national
bank. Norwest is a bank holding company. The address of the principal
business and the principal office of Lincoln is 116 East Berry Street, Fort
Wayne, Indiana 46802. The address of the principal business and the principal
office of Norwest is Norwest Center, Sixth and Marquette, Minneapolis,
Minnesota 55479.
The name, business address, citizenship, present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which each such employment is conducted,
of each executive officer and director or general partner, as the case may be,
of Equitable, Equitable Life, EVLICO, DLJ, DLJCC, Lincoln and Norwest are set
forth on Schedules A, B, C, D, E, F and G, respectively, attached hereto.
During the past five (5) years none of Equitable, Equitable
Life, EVLICO, DLJ, DLJCC, the Sprout Funds, Lincoln, Norwest, nor any other
person or entity controlling any of such persons, nor, to the best of any of
their knowledge, any of such person, nor, to the best of any of their
knowledge, any of the other persons listed on Schedules A, B, C, D, E, F and G
attached hereto, has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting mandating
activities subject to United States federal or state securities laws or
finding any violation with respect to such laws.
Item 5. Interest in the Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information:
DLJCC, The Sprout Funds and Equitable Life are parties to a
Voting Trust Agreement with Lincoln, as Trustee (the "Voting Trustee"). The
ultimate controlling entity of the Voting Trustee is Norwest. Pursuant to the
Voting Trust Agreement, DLJCC and The Sprout Funds deposited certain Shares in
the Voting Trust and after giving effect to sales of certain Shares by DLJCC
and The Sprout Funds, DLJCC and The Sprout Funds currently have 8,971,717
Shares deposited in the Voting Trust.
Pursuant to the Stockholders Agreement described below, each of
DLJCC and certain members of the Company's management are entitled to
designate two members of the Board of Directors of the Company, and the Voting
Trustee is entitled to designate one member of the Board of Directors. The
Reporting Persons acquired the Shares for investment purposes only and, except
with respect to DLJCC and its participation on the Board of Directors of the
Company, not for the purpose of acquiring, and without an intent to change or
influence, control of the Company. The Reporting Persons intend to review
from time to time the Company's business affairs and financial position.
Based on such evaluation and review, as well as general economic and industry
conditions existing at the time, the Reporting Persons may consider from time
to time alternative courses of action. Such actions may include the
acquisition of additional Shares through open market purchases, privately
negotiated transactions, tender offer, exchange offer or otherwise.
Alternatively, such actions may involve the sale of all or a portion of the
Shares in the open market, in privately negotiated transactions, through a
public offering or otherwise. Except as set forth above, the Reporting
Persons have no plan or proposals which relate to or would result in any of
the transactions described in subparagraphs (a) through (c) or (e) through (j)
of Item 4 of Schedule 13D. The ability of DLJCC to dispose of Shares is
limited by the provisions of the Stockholders Agreement and also by the Voting
Trust Agreement.
DLJCC and The Sprout Funds indirectly have beneficial ownership
of the following Shares which are deposited in the Voting Trust: (1)
7,362,672 Shares beneficially owned indirectly by DLJCC, representing 17.22%
of the Shares outstanding; (2) 609,376 Shares beneficially owned indirectly by
Sprout L.P.; (3) 67,143 Shares beneficially owned indirectly by Sprout Ltd.;
(4) 882,359 Shares beneficially owned indirectly by Sprout VI; and (5) 30,249
Shares beneficially owned by DLJVCF II, collectively representing 3.72% of the
Shares outstanding. The Voting Trustee has the sole power to vote or direct
the vote of such Shares. However, the sole power to dispose or direct the
disposition of such Shares, as well as all pecuniary interests in such Shares,
remains with DLJCC and The Sprout Funds, respectively. DLJCC, Sprout L.P. and
DLJVCF II indirectly have beneficial ownership of 7,382,588 Shares, 609,377
Shares and 30,250 Shares, respectively. DLCCC, Sprout L.P. and DLJVCF II
intend to deposit 19,916 Shares, 1 Share and 1 Share, respectively in the
Voting Trust. The primary reason for this deposit is the acquisition by DLJCC
of additional Shares held pursuant to the Custody Agreement referred to below.
As the sole stockholder of DLJCC and as the ultimate
controlling entity of The Sprout Funds, DLJ may be deemed to have dispositive
power with respect to the Shares held in the Voting Trust and therefore be
deemed to be the beneficial owner of such Shares. Also, the Voting Trustee,
as trustee under the Voting Trust Agreement, may be deemed to have voting
power with respect to the Shares held in the Voting Trust and therefore be
deemed to be the beneficial owner of such Shares. In addition to the
foregoing, Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC"), a
subsidiary of DLJ, owns 30 Shares, and DLJ may therefore be deemed to be the
beneficial owner of such Shares.
Equitable Life beneficially owns directly 241,392 Shares,
representing 0.56% of the Shares outstanding. Equitable Life has the sole
power to vote or direct the vote and the sole power to dispose or direct the
disposition of such Shares. Equitable and Equitable Life may be deemed to
beneficially own indirectly, and to have voting and dispositive power with
respect to, through Equitable Life's ownership of EVLICO, 49,949 Shares
beneficially owned directly by EVLICO, representing 0.12% of the Shares
outstanding. Equitable and Equitable Life, as the ultimate controlling
entities of DLJ, may be deemed to beneficially own indirectly, and to have
dispositive power with respect to, 9,900,543 Shares, representing 23.15% of
the shares outstanding, which may be deemed to be beneficially owned
indirectly by DLJ. In the aggregate, Equitable and Equitable Life
beneficially own 10,242,794 Shares, representing 23.95% of the Shares
outstanding.
Reference is made to the Amended and Restated Stockholders
Agreement, dated as of July 20, 1992, as amended by Amendment No.1 to the
Amended and Restated Stockholders Agreement and Stock Purchase Agreement,
dated as of December 9, 1992 (the "Stockholders Agreement"), by and among
the Company, DLJCC, Lincoln, as Voting Trustee (the "Voting Trustee") and
certain members of senior management of the Company (the "Management
Investors", comprising Guy B. Snowden, Victor Markowicz, Robert A.
Breakstone, Alex Burstein, Leonard G. Morrissey, Jr., Joseph J.
Pietropaolo, Donald L. Stanford, Edward T. Cuddy, Jean-Marc Lafaille,
Cynthia A. Nebergall, Malchester P. Reeves, Robert I. Solomon, Frederick
Reis, Martin Goldman and Tessarowicz Children's Trust). As of February 27,
1993, the Management Investors beneficially owned 4,053,892 Shares or
approximately 9.48% of the total number of Shares outstanding. The
Stockholders Agreement is attached hereto as Exhibit 18.
Pursuant to Rule 13d-5(b)(1) promulgated under the Exchange
Act, to the extent a "group" is deemed to exist by virtue of the Stockholders
Agreement, such group would be deemed to have beneficial ownership, for
purposes of Sections 13(g) and 13(d) of the Exchange Act, of all equity
securities of the Company beneficially owned by the other parties to the
Stockholders Agreement. On that basis, such group would be deemed to own
beneficially an aggregate of 14,296,676 Shares, or approximately 33.43% of the
total number of Shares outstanding.
The filing of this Schedule 13D shall not be construed as an
admission, for the purposes of Sections 13(g) and 13 (d) and Regulation 13D-G
of the Exchange Act nor for any other purpose or under any other provision of
the Exchange Act or the rules promulgated thereunder, that, except as
disclosed herein, any Reporting Person is the beneficial owner of any
securities owned by any other party to the Stockholders Agreement.
On December 15, 1992, DLJCC distributed 4,074,836 Shares to
certain employees of DLJ and its affiliates in connection with certain
employee compensation arrangements of DLJ of which 462,270 shares were
distributed to directors and executive officers. Such Shares are subject to
the Custody Agreement described in Item 6 below. Pursuant to such
distribution, the following directors and executive officers received, and
have the sole power to vote or direct the vote of the following number of
Shares:
Officers & Directors Shares
-------------------- ------
John S. Chalsty 108,175
Anthony F. Daddino 20,636
Carl B. Menges 41,270
Richard S. Pechter 51,587
Joe L. Roby 128,174
Theodore P. Shen 51,587
Robert J. Albano 3,095
Michael M. Bendik 5,159
Michael A. Boyd 5,159
Joseph D. Donnelly 7,222
Stuart S. Flamberg 3,095
Roy A. Garman 2,063
Charles J. Hendrickson 5,159
Gerald B. Rigg 5,159
Thomas E. Siegler 3,095
Richard E. Kroon 20,635
Mr. Roby may be deemed to be the beneficial owner of an
additional 3,000 Shares, which Shares are not subject to the Custody
Agreement. Mr. Roby may be deemed to have the sole power to vote or
direct the vote and dispose or direct the disposition of such additional
Shares. This statement is not an admission for purposes of Sections 13(g)
and 13(d) and Regulation 13D-G of the Exchange Act nor for any other
purpose or under any provision of the Exchange Act or the rules promulgated
thereunder, that Mr. Roby is the beneficial owner of such Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Stockholders Agreement provides that each of the parties to
the Stockholders Agreement who holds Shares shall vote for the election to the
Board of Directors of the Company of the following individuals: (i) two
individuals selected by DLJCC; (ii) two individuals selected from and by
certain members of the Company's management (the "Management Investors");
(iii) one individual selected by the Voting Trustee; and (iv) two individuals
who are not affiliated with any of the current principal stockholders. The
obligations of each party to vote for nominees of another party terminate once
such nominating party's ownership of Shares drops below a certain level. The
right of DLJCC, the Voting Trustee and the Management Investors to nominate
individuals as directors ceases (A) in the case of each of DLJCC and the
Voting Trustee, once DLJCC and its affiliates and the Voting Trustee
collectively hold less than 5% of the outstanding Shares and (B) in the case
of the Management Investors, once the Management Investors as a group own less
than 5% of the Shares. In addition, the obligations of DLJCC, the Voting
Trustee and the Management Investors to vote for the nominees of another party
terminate once (1) in the case of a DLJCC nominee or a Voting Trust nominee,
the aggregate number of Shares held by DLJCC and its affiliates and the Voting
Trustee is less than approximately 3,607,197 Shares or (2) in the case of a
Management Investor nominee, the aggregate number of Shares held collectively
by the Management Investors is less than one-third (approximately 2,554,000)
of the aggregate number of Shares originally purchased by the Management
Investors from the Company or earned by them under the Company's stock award
plans.
DLJCC entered into a Voting Trust Agreement dated as of January
23, 1990 (the "Original Agreement") with the Voting Trustee, pursuant to which
DLJCC delivered to the Voting Trustee 22,578,389 Shares. The Original
Agreement was amended and restated in its entirety by the Second Amended and
Restated Voting Trust Agreement dated as of July 29, 1992, (the "Voting Trust
Agreement") among DLJCC, the Voting Trustee, The Sprout Funds and Equitable
Life. The Voting Trustee has the sole power and discretion to act as and to
exercise the rights and powers of a stockholder with respect to the Shares in
the Voting Trust, except that DLJCC and The Sprout Funds, respectively, will
be entitled to receive dividends, distributions and payments in respect of
their Shares held by the Voting Trustee, if and when the same are paid by the
Company (except that Shares issued as a dividend, distribution or other
payment on the Shares held by the Voting Trustee will also be subject to the
Voting Trust Agreement). DLJCC and The Sprout Funds also retain the sole
power to dispose of or direct the disposition of the Shares held in the Voting
Trust. The Voting Trust Agreement will terminate on the earliest to occur of
(i) January 22, 2000, (ii) the written election of DLJCC (but only if certain
conditions are met) or (iii) the transfer of all of the Shares subject to the
Voting Trust Agreement in accordance with the terms thereof. The Voting Trust
Agreement is attached hereto as Exhibit 19.
DLJCC and DLJSC, as custodian, have entered into a Custody
Agreement dated as of December 15, 1992 with each employee to whom Shares were
distributed whereby each such person has appointed DLJSC to act as such
person's attorney-in-fact in connection with the transfer of Shares and
authorized DLJSC to take all necessary action on behalf of the such person to
cause such person to be bound by the terms of any shareholder agreements to
which such person may be or become subject. In addition, under certain
circumstances enumerated in the Custody Agreement, DLJCC, in its sole
discretion, may cause such person to forfeit certain of its Shares. The
Custody Agreement is attached hereto as Exhibit 20.
Item 7. Material to be filed as Exhibits.(*)
Exhibit 18: Amended and Restated Stockholders
Agreement dated as of July
20, 1992 among the Company, DLJCC,
the Voting Trustee and the parties
identified as the Management
Investors on the pages thereof and
Amendment No. 1 to Amended and
Restated Stockholders Agreement and
Stock Purchase Agreement dated as
of December 9, 1992 among the
Company, DLJCC, the parties
identified as the Management
Investors on the pages thereof and
the Voting Trustee.
Exhibit 19: Second Amended and Restated Voting
Trust Agreement dated as of July 29,
1992 by and among DLJCC, The Sprout
Funds, the Voting Trustee and
Equitable Life.
Exhibit 20: Custody Agreement dated as of
December 15, 1992 by and among DLJCC,
DLJSC and certain employees.
Exhibit 21: Joint Filing Agreement, dated
as of March 30, 1993.
___________
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated electronically.
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: March 31, 1993
AXA(*)
By: /s/ Joanne T. Marren
__________________________
Name: Joanne T. Marren
Title: Attorney-in-Fact
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
THE EQUITABLE COMPANIES
INCORPORATED
By: /s/ Alvin M. Fenichel
__________________________
Name: Alvin M. Fenichel
Title: Senior Vice
President and Controller
___________
(*) Pursuant to the Powers of Attorney with respect to Schedule 13D, granted
by AXA, Midi Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie
Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, and Claude Bebear, Patrice
Garnier and Henri de Clermont-Tonnerre, as Trustees under the Voting Trust
Agreement (filed as Exhibit 17 to the Schedule 13D), this amendment to
statement on Schedule 13D is filed on behalf of each of them.
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: /s/ Joanne T. Marren
__________________________
Name: Joanne T. Marren
Title: Attorney-in-Fact
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
EQUITABLE VARIABLE LIFE
INSURANCE COMPANY
By: /s/ Alvin M. Fenichel
__________________________
Name: Alvin M. Fenichel
Title: Vice President
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
DONALDSON, LUFKIN & JENRETTE, INC.
By: /s/ Thomas E. Siegler
__________________________
Name: Thomas E. Siegler
Title: Senior Vice President
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
DLJ CAPITAL CORPORATION
By: /s/ Richard E. Kroon
__________________________
Name: Richard E. Kroon
Title: President
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
SPROUT GROWTH, L.P.
By DLJ Growth Associates
By: /s/ Richard E. Kroon
__________________________
Name: Richard E. Kroon
Title: General Partner
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
SPROUT GROWTH, LTD.
by DLJ Growth Partners
By: /s/ Richard E. Kroon
__________________________
Name: Richard E. Kroon
Title: General Partner
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
SPROUT CAPITAL VI, L.P.
by DLJ Capital Corporation
By: /s/ Richard E. Kroon
__________________________
Name: Richard E. Kroon
Title: President
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
DLJ VENTURE CAPITAL
FUND II, L.P.
By DLJ Fund Associates II
By: /s/ Richard E. Kroon
__________________________
Name: Richard E. Kroon
Title: General Partner
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
LINCOLN NATIONAL BANK
AND TRUST COMPANY OF
FORT WAYNE, as Trustee
By: /s/ Melvin W. Bredemeier
__________________________
Name: Melvin W. Bredemeier
Title: Vice President
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 31, 1993
NORWEST CORPORATION
By: /s/ Laurel A. Holschuh
__________________________
Name: Laurel A. Holschuh
Title: Vice President and
Secretary
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
GTECH HOLDINGS CORPORATION
(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
400518106
(CUSIP Number)
JOANNE T. MARREN
787 Seventh Avenue
New York, NY 10019
Tel. No.: (212) 554-2431
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 13, 1993
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following:
[x].
Check the following box if a fee is being paid with this statement:
[ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 2 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 3 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Midi Participations |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 4 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Finaxa |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 5 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 6 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 7 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Uni Europe Assurance Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 8 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 9 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 10 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Claude Bebear, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Claude Bebear is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 11 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Patrice Garnier, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Patrice Garnier is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 12 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Henri de Clermont - Tonnerre, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Henri di Clermont-Tonnerre is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 13 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Equitable Companies Incorporated |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 10,400,650 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC, CO, IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 14 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Equitable Life Assurance Society of the United States |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 241,392 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 241,392 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,400,650 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 24.26% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC, CO, IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 15 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Equitable Variable Life Insurance Company |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 49,947 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 49,947 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 49,947 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.12% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC, CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 16 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Donaldson, Lufkin & Jenrette, Inc. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,109,311 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.58% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO, HC |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 17 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DLJ Capital Corporation |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 979,726 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 9,129,557 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,109,281 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 23.58% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 18 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Growth, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 609,376 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 609,376 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 1.43% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 19 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Growth, Ltd. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Cayman Islands |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 67,143 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 67,143 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.16% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 20 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Capital VI, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 882,359 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 882,359 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 2.06% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 21 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DLJ Venture Capital Fund II, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 30,249 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 30,249 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.07% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 22 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Lincoln National Bank and Trust Company of Fort Wayne, as Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States of America |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 9,129,556 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 9,129,556 (not to be construed as admission of beneficial |
| | ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 21.29% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | BN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 23 of 26 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Norwest Corporation |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 9,129,556 Shares (not to be construed as admission of beneficial |
| | ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 21.29% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
This Amendment No. 5 amends and supplements the Statement on
Schedule 13D originally filed on August 13, 1992 (as amended by Amendment 1
thereto filed on December 17, 1992, Amendment No. 2 thereto filed on January
15, 1993 Amendment No. 3 thereto filed on January 22, 1993 and Amendment No. 4
filed on March 31, 1993) with the Securities and Exchange Commission (the
"Schedule 13D"), by AXA, Midi Participations, Finaxa, AXA Assurances I.A.R.D.
Mutuelle, AXA Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha
Assurances Vie Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, and Claude
Bebear, Patrice Garnier and Henri de Clermont-Tonnerre, as Trustees of a
Voting Trust pursuant to a Voting Trust Agreement dated as of May 12, 1992, by
and among AXA and the Trustees, which Schedule 13D relates to the Common
Stock, par value $.01 per share (the "Shares"), of GTECH Holdings Corporation,
a Delaware corporation (the "Company"). Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned
to such term in the Schedule 13D.
This Amendment No. 5 is filed in connection with the
acquisition of certain Shares by DLJ Capital Corporation ("DLJCC"). The
Schedule 13D is amended as follows:
Item 5. Interest in the Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information:
On October 13, 1993, DLJCC entered into an agreement to
purchase 157,840 Shares in a private transaction at a price of $36.25 per
Share in cash, subject to adjustment in certain events. On October 20, 1993,
DLJCC consummated the purchase of the Shares.
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.*
Date: October 29, 1993
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: /s/ Joanne T. Marren
------------------------
Name: Joanne T. Marren
Title: Attorney-in-Fact
DLJ CAPITAL CORPORATION
By: /s/ Thomas E. Siegler
------------------------
Name: Thomas E. Siegler
Title: Secretary and
Treasurer
- ------------
*Pursuant to the Joint Filing Agreement with respect to Schedule
13D (filed as Exhibit 21 to the Schedule 13D) among AXA; Midi
Participations; Finaxa; AXA Assurances I.A.R.D. Mutuelle; AXA
Assurances Vie Mutuelle; Uni Europe Assurance Mutuelle; Alpha
Assurances Vie Mutuelle; Alpha Assurances I.A.R.D. Mutuelle; Claude
Bebear, Patrice Garnier and Henri de Clermont - Tonnerre, as Trustees
under the Voting Trust Agreement (filed as Exhibit 17 to the Schedule
13D); The Equitable Companies Incorporated; The Equitable Life
Assurance Society of the United States; Equitable Variable Life
Insurance Company; Donaldson, Lufkin & Jenrette, Inc.; DLJ Capital
Corporation; Sprout Growth, L.P.; Sprout Growth, LTD.; Sprout Capital
VI, L.P.; DLJ Venture Capital Fund II, L.P.; Lincoln National Bank
and Trust Company of Fort Wayne; and Norwest Corporation, this
amendment to statement on Schedule 13D is filed on behalf of each of
them by The Equitable Life Assurance Society of the United States and
DLJ Capital Corporation.
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
GTECH HOLDINGS CORPORATION
(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
400518106
(CUSIP Number)
JOANNE T. MARREN
787 Seventh Avenue
New York, NY 10019
Tel. No.: (212) 554-2431
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 4, 1993
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following:
[x].
Check the following box if a fee is being paid with this statement:
[ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 2 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 3 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Midi Participations |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 4 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Finaxa |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 5 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 6 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | AXA Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 7 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Uni Europe Assurance Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 8 of 29 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances Vie Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 9 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Alpha Assurances I.A.R.D. Mutuelle |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 10 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Claude Bebear, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Claude Bebear is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 11 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Patrice Garnier, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Patrice Garnier is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 Shares (not to be construed as admission |
| | of beneficial ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 12 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Henri de Clermont - Tonnerre, as a Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Henri di Clermont-Tonnerre is a citizen of France. |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 Shares (not to be construed as admission |
| | of beneficial ownership) |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 13 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Equitable Companies Incorporated |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC, CO, IC |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 14 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Equitable Life Assurance Society of the United States |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 165,953 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 165,953 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,987,889 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC, CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 15 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Equitable Variable Life Insurance Company |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 34,338 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 34,338 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 34,338
|
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.08% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IC, CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 16 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Donaldson, Lufkin & Jenrette, Inc. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,787,598 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 15.83% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO, HC |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 17 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DLJ Capital Corporation |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 979,727 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 4,715,341 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,787,598 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 15.83% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 18 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Growth, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 418,936 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 418,936 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.98% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 19 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Growth, Ltd. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Cayman Islands |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 46,160 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 46,160 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.11% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 20 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Sprout Capital VI, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 606,608 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 606,608 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 1.41% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 21 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | DLJ Venture Capital Fund II, L.P. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 20,796 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 20,796 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.05% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 22 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Norwest Bank Fort Wayne N.A., formerly known as |
| | Lincoln National Bank and Trust Company of Fort Wayne, as Trustee |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States of America |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 8,617,248 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,617,248 (not to be construed as admission of beneficial |
| | ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 20.10% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | BN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 400518 10 6 | | Page 23 of 95 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Norwest Corporation |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,617,248 Shares (not to be construed as admission of beneficial |
| | ownership) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 20.10% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
This Amendment No. 6 amends and supplements the Statement on
Schedule 13D originally filed on August 13, 1992 (as amended by Amendment 1
thereto filed on December 17, 1992, Amendment No. 2 thereto filed on January
15, 1993 Amendment No. 3 thereto filed on January 22, 1993, Amendment No.
4 filed on March 31, 1993 and Amendment No. 5 filed on October 29, 1993) with
the Securities and Exchange Commission (the "Schedule 13D"), by AXA, Midi
Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle, Alpha
Assurances I.A.R.D. Mutuelle, and Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, as Trustees of a Voting Trust pursuant to a Voting Trust
Agreement dated as of May 12, 1992, by and among AXA and the Trustees, which
Schedule 13D relates to the Common Stock, par value $.01 per share (the
"Shares"), of GTECH Holdings Corporation, a Delaware corporation (the
"Company"). Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
This Amendment No. 6 is filed in connection with the sale of
certain Shares by DLJCC, DLJSC, as custodian, The Sprout Funds, Equitable and
Equitable Life. The Schedule 13D is amended and supplemented as follows:
Item 5. Interest in the Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information (which, to the extent
inconsistent with such previously filed information, supersedes such
information):
On October 13, 1993, DLJCC entered into an agreement to
purchase 157,840 Shares in a private transaction at a price of $33.125 per
Share in cash. On October 20, 1993, DLJCC consummated the purchase of the
Shares.
On November 4, 1993 the Company and certain selling
stockholders (the "Selling Stockholders") of the Company (including the
Reporting Persons) entered into an Underwriting Agreement with certain
underwriters (including DLJSC) for the sale by the Selling Stockholders (the
"Offering") of up to 6,900,000 Shares at a price of $33.125 per Share. The
Underwriting Agreement is attached hereto as Exhibit 24. As part of the
Offering, the following Reporting Persons sold the following number of Shares:
Reporting Persons Shares
----------------- ------
DLJCC 2,825,086
DLJ Venture Capital Fund II L.P. 9,453
Sprout Growth Ltd. 20,983
Sprout Growth L.P. 190,440
Sprout Capital VI, L.P. 275,751
The Equitable Life Assurance
Society of the United States 75,439
Equitable Variable Life
Insurance Company 15,609
In addition, DLJSC, as custodian, sold 900,868 Shares in the Offering. All of
the Shares sold by DLJCC, the Sprout Funds and DLJSC, as custodian, were sold
by the Voting Trustee.
As a result of the Offering, 6,987,889 Shares held by Reporting
Persons, representing 16.3%, and a further 2,809,405 Shares, representing
6.55%, held by the Voting Trustee for persons who are not Reporting Persons
remained subject to the provisions of the Stockholders Agreement.
The Selling Stockholders (including the Reporting Persons set
forth in the table above) have agreed not to offer, sell, contract to sell,
grant any option to purchase, or otherwise dispose of any Shares or any
securities convertible into or exercisable or exchangeable for Shares for a
period of 120 days following November 4, 1993, without the prior written
consent of a majority of DLJSC, Lehman Brothers Inc. and Morgan Stanley & Co.
Incorporated.
Item 7. Material to be filed as Exhibits.
Exhibit 22: Amendment No. 2 to Amended and Restated
Stockholders Agreement dated as of
September 15, 1993 among the Company,
DLJCC, the parties identified as the
Management Investors on the pages
thereof and the Voting Trustee.
Exhibit 23: Amendment No. 3 to Amended and Restated
Stockholders Agreement dated as of
October 29, 1993 among the Company,
DLJCC, the parties identified as the
Management Investors on the pages
thereon and the Voting Trustee.
Exhibit 24: Underwriting Agreement dated November
4, 1993 among the Company, the
Underwriters listed on Schedules I and
II thereto and the Selling Stockholders
listed on Schedule III thereto.
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.(*)
Date: November 29, 1993
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By:/s/ Joanne T. Marren
_________________________
Name: Joanne T. Marren
Title: Attorney-in-Fact
DLJ CAPITAL CORPORATION
By:/s/ Claire M. Power
_________________________
Name: Claire M. Power
Title: Assistant Secretary
_________
(*) Pursuant to the Joint Filing Agreement with respect to Schedule 13D
(filed as Exhibit 21 to the Schedule 13D) among AXA; Midi Participations;
Finaxa; AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle;
Uni Europe Assurance Mutuelle; Alpha Assurances Vie Mutuelle; Alpha
Assurances I.A.R.D. Mutuelle; Claude Bebear, Patrice Garnier and Henri de
Clermont - Tonnerre, as Trustees under the Voting Trust Agreement (filed as
Exhibit 17 to the Schedule 13D); The Equitable Companies Incorporated;
The Equitable Life Assurance Society of the United States; Equitable
Variable Life Insurance Company; Donaldson, Lufkin & Jenrette, Inc.; DLJ
Capital Corporation; Sprout Growth, L.P.; Sprout Growth, LTD.; Sprout
Capital VI, L.P.; DLJ Venture Capital Fund II, L.P.; Lincoln National
Bank and Trust Company of Fort Wayne; and Norwest Corporation, this
amendment to statement on Schedule 13D is filed on behalf of each of them
by The Equitable Life Assurance Society of the United States and DLJ
Capital Corporation.
Exhibit Index
-------------
Page
Exhibit Description Number
- ------- ----------- ------
22 Amendment No. 2 to the Amended and
Restated Stockholders Agreement,
dated as of September 15, 1993 30
23 Amendment No. 3 to the Amended and
Restated Stockholders Agreement,
dated as of October 29, 1993 38
24 Underwriting Agreement dated
November 4, 1993 44
EXHIBIT 25
EXECUTION COPY
- -----------------------------------------------------------------------------
9,806,000 Shares
GTECH HOLDINGS CORPORATION
Common Stock
Underwriting Agreement
June 18, 1996
- -----------------------------------------------------------------------------
9,806,000 Shares
GTECH HOLDINGS CORPORATION
Common Stock
UNDERWRITING AGREEMENT
June 18, 1996
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
SALOMON BROTHERS INC
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH INTERNATIONAL
SALOMON BROTHERS INTERNATIONAL LIMITED
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
Dear Sirs:
Certain stockholders of GTECH Holdings Corporation, a
Delaware Corporation (the "Company"), named in Schedule III hereto (the
"Selling Stockholders" or the "Sellers") severally propose to sell to the
several Underwriters (as defined below) an aggregate of 9,806,000 shares of
Common Stock, par value $.01 ("Common Stock") of the Company. The
9,806,000 shares of Common Stock to be sold by the Selling Stockholders are
hereinafter called the Firm Shares.
It is understood that, subject to the conditions hereinafter
stated, 7,844,800 Firm Shares (the "U.S. Firm Shares") will be sold to
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC"), Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Salomon Brothers Inc as
representatives of the Underwriters named in Schedule I hereto (the "U.S.
Underwriters") in connection with the offering and sale of such U.S. Firm
Shares in the United States and Canada to United States and Canadian Persons
(as such terms are defined in the Agreement Between U.S. Underwriters and
International Managers of even date herewith), and 1,961,200 Firm Shares (the
"International Shares") will be sold to DLJSC, Merrill Lynch International
and Salomon Brothers International Limited as representatives of the
international managers named in Schedule II hereto (the "International
Managers") in connection with the offering and sale of such International
Shares outside the United States and Canada to persons other than United
States and Canadian Persons. The U.S. Underwriters and the International
Managers are hereinafter collectively referred to as the Underwriters.
The Selling Stockholders also propose to sell to the several
U.S. Underwriters not more than an additional 980,957 shares of Common Stock
(the "Additional Shares"), if requested by the U.S. Underwriters as provided
in Section 2 hereof. The Firm Shares and the Additional Shares are herein
collectively called the Shares.
1. Registration Statement and Prospectus. The Company has
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively called the "Act"), a registration statement on Form S-3
including a prospectus relating to the Shares, which may be amended. The
registration statement contains two prospectuses to be used in connection with
the offering and sale of the Shares: the U.S. prospectus, to be used in
connection with the offering and sale of Shares in the United States and
Canada to United States and Canadian Persons, and the international
prospectus, to be used in connection with the offering and sale of Shares
outside the United States and Canada to persons other than United States and
Canadian Persons. The international prospectus is identical to the U.S.
prospectus except for the outside front and back cover pages and the first
page of "Underwriting". The registration statement as amended at the time
when it becomes effective, including information (if any) deemed to be part of
the registration statement at the time of effectiveness pursuant to Rule 430A
under the Act, is hereinafter referred to as the Registration Statement; and
the U.S. prospectus and the international prospectus in the respective forms
first used to confirm sales of Shares are hereinafter referred to as the
Prospectus (including, in the case of all references to the Registration
Statement and the Prospectus, documents incorporated therein by reference).
If the Company has filed an abbreviated registration statement to register
additional shares of Common Stock pursuant to Rule 462(b) under the Securities
Act (the "Rule 462 Registration Statement"), then any reference herein to the
term Registration Statement shall be deemed to include such Rule 462
Registration Statement. Capitalized terms used but not defined in this
Agreement are used as defined in the Prospectus.
2. Agreements to Sell and Purchase. On the basis of the
representations and warranties contained in this Agreement, and subject to
its terms and conditions, each Selling Stockholder, severally and not
jointly, hereby agrees to sell to the several U.S. Underwriters the number
of Firm Shares that bears the same proportion to the number of shares set
forth opposite such Selling Stockholder's name in Schedule III hereto as
the number of U.S. Firm Shares bears to the total number of Shares, and
each of the U.S. Underwriters agrees, severally and not jointly, to
purchase from such Selling Stockholder at a price per share of $27.77 (the
"Purchase Price"), the respective number of U.S. Firm Shares (subject to
such adjustments to eliminate fractional shares as the U.S. Underwriters
may determine) that bears the same proportion to the number of U.S. Firm
Shares to be sold by such Selling Stockholder as the number of Firm Shares
set forth in Schedule I hereto opposite the name of such U.S. Underwriter
bears to the total number of Firm Shares set forth opposite the names of
all U.S. Underwriters in Schedule I hereto.
On the basis of the representations and warranties contained in
this Agreement, and subject to its terms and conditions, each Selling
Stockholder, severally and not jointly, hereby agrees to sell to the several
International Managers the number of Firm Shares that bears the same
proportion to the number of shares set forth opposite such Selling
Stockholder's name in Schedule III hereto as the number of International Firm
Shares bears to the total number of Shares, and each of the International
Managers agrees, severally and not jointly, to purchase from such Selling
Stockholder at the Purchase Price the respective number of International Firm
Shares (subject to such adjustments to eliminate fractional shares as the
International Managers may determine) that bears the same proportion to the
number of International Firm Shares to be sold by such Selling Stockholder as
the number of Firm Shares set forth in Schedule II hereto opposite the name of
such International Manager bears to the total number of Firm Shares set forth
opposite the names of all International Managers in Schedule II hereto.
On the basis of the representations and warranties contained
in this Agreement, and subject to its terms and conditions, (i) each
Selling Stockholder agrees, severally and not jointly, to sell to the U.S.
Underwriters up to the number of Additional Shares, if any, set forth
opposite such Selling Stockholder's name in Schedule III and (ii) the U.S.
Underwriters shall have a one-time right to purchase, severally and not
jointly, up to 980,957 Additional Shares from the Selling Stockholders at
the Purchase Price. Additional Shares may be purchased solely for the
purpose of covering over-allotments made in connection with the offering of
the Firm Shares. The U.S. Underwriters may exercise their right to
purchase any Additional Shares by giving written notice thereof to the
Company and DLJ Capital Corporation at any time within 30 days after the
date of this Agreement. The U.S. Underwriters shall give such notice and
the notice shall specify the aggregate number of Additional Shares to be
purchased and the date for payment and delivery thereof. The date
specified in the notice shall be a business day (i) no earlier than the
Closing Date (as hereinafter defined) and (ii) no later than ten business
days after such notice has been given. If any Additional Shares are to be
purchased, (i) each Selling Stockholder agrees, severally and not jointly,
to sell the number of Additional Shares (subject to such adjustments to
eliminate fractional shares as the U.S. Underwriters shall determine)
which bears the same proportion to the total number of Additional Shares
set forth opposite such Selling Stockholder's name in Schedule III as the
total number of Additional Shares to be purchased bears to the total number
of Additional Shares set forth in Schedule III provided, however, that if
fewer than all of the Additional Shares are to be purchased, such
Additional Shares shall be purchased, first, proportionately from those
Selling Stockholders designated on Schedule III as "Management Selling
Stockholders" up to the maximum number of Additional Shares set forth
opposite such Selling Stockholder's name in Schedule III before any
Additional Shares are purchased from the other Selling Stockholders, and
(ii) each U.S. Underwriter, severally and not jointly, agrees to purchase
from the Selling Stockholders the number of Additional Shares (subject to
such adjustments to eliminate fractional shares as the U.S. Underwriters
may determine) which bears the same proportion to the total number of
Additional Shares to be purchased from the Selling Stockholders as the
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I bears to the total number of U.S. Firm Shares.
The Company hereby agrees not to offer, sell, contract to sell,
grant any option to purchase, or otherwise dispose of any Common Stock of the
Company or any securities convertible into or exercisable or exchangeable for
such Common Stock (except to the Underwriters pursuant to this Agreement), nor
to file a Registration Statement for a period of 90 days after the date of the
Prospectus without the prior written consent of a majority of the U.S.
Underwriters. Notwithstanding the foregoing, during such period the Company
may grant stock awards or issue stock pursuant to the Company's existing
employee and director stock plans, and the Company may file a Registration
Statement on Form S-8 with respect to the additional shares authorized for
issuance under its 1994 Stock Option Plan at the 1995 Annual Meeting of
stockholders.
3. Terms of Public Offering. The Company and the Sellers are
advised by you that the Underwriters propose (i) to make a public offering of
their respective portions of the Shares as soon after the effective date of
the Registration Statement as in your judgment is advisable and (ii) initially
to offer the Shares upon the terms set forth in the Prospectus.
Each U.S. Underwriter hereby makes to and with the Company the
representations and agreements of such U.S. Underwriter contained in the fifth
paragraph of Section 3 of the Agreement Between U.S. Underwriters and
International Managers of even date herewith. Each International Manager
hereby makes to and with the Company the representations and agreements of
such International Underwriter contained in the seventh, eighth, ninth and
tenth paragraphs of Section 3 of such Agreement.
4. Delivery and Payment. Delivery to the Underwriters of and
payment for the Firm Shares shall be made at 10:00 A.M., New York City time,
on the third business day (the "Closing Date") following the date of the
initial public offering, at such place as you shall designate. The Closing
Date and the location of delivery of and the form of payment for the Firm
Shares may be varied by agreement among the U.S. Underwriters, the Company and
DLJ Capital Corporation.
Delivery to the Underwriters of and payment for any
Additional Shares to be purchased by the Underwriters shall be made at such
place as the U.S. Underwriters shall designate at 10:00 A.M., New York
City time, on the date specified in the exercise notice given by you
pursuant to Section 2 (the "Option Closing Date"). The Option Closing Date
and the location of delivery of and the form of payment for the Additional
Shares may be varied by agreement among the U.S. Underwriters, the Company
and DLJ Capital Corporation.
Certificates for the Shares shall be registered in such
names and issued in such denominations as you shall request in writing not
later than two full business days prior to the Closing Date or the Option
Closing Date, as the case may be. Such certificates shall be made
available to you for inspection not later than 9:30 A.M., New York City
time, on the business day next preceding the Closing Date or the Option
Closing Date, as the case may be. Certificates in definitive form
evidencing the Shares shall be delivered to you on the Closing Date or the
Option Closing Date, as the case may be, with any transfer taxes thereon
duly paid by the respective Sellers, for the respective accounts of the
several Underwriters, against payment of the Purchase Price therefor by
certified or official bank checks payable in New York Clearing House funds
to the order of the applicable Sellers.
5. Agreements of the Company. The Company agrees with you:
(a) If necessary or advisable, to file (i) an amendment to the
registration statement relating to the Shares or (ii) a
post-effective amendment to the Registration Statement pursuant to
Rule 430A under the Act, as soon as practicable after the execution
and delivery of this Agreement and to use its best efforts to cause
the registration statement (as so amended, if applicable) or such
post-effective amendment to become effective at the earliest possible
time.
(b) To advise you promptly and, if requested by you, to
confirm such advice in writing, (i) when the Registration
Statement has become effective and when any post-effective
amendment to it becomes effective, (ii) of any request by the
Commission for amendments to the Registration Statement or
amendments or supplements to the Prospectus or for additional
information, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement
or of the suspension of qualification of the Shares for offering
or sale in any jurisdiction, or the initiation of any proceeding
for such purposes, and (iv) of the happening of any event during
the period referred to in paragraph (e) below which makes any
statement of a material fact made in the Registration Statement or
the Prospectus untrue or which requires the making of any
additions to or changes in the Registration Statement or the
Prospectus in order to make the statements therein not misleading.
If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, the
Company will make every reasonable effort to obtain the withdrawal
or lifting of such order at the earliest possible time.
(c) To furnish to you, without charge, three signed copies of
the Registration Statement as first filed with the Commission and of
each amendment to it, including all exhibits thereto and documents
incorporated by reference therein, and to furnish to you and each
Underwriter designated by you such number of conformed copies of the
Registration Statement as so filed and of each amendment to it,
without exhibits thereto and documents incorporated by reference
therein, as you may reasonably request. The terms "supplement" and
"amendment" or "amend" as used in this Agreement shall include all
documents subsequently filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") that are deemed to be incorporated by reference in
the Prospectus.
(d) Not to file any amendment or supplement to the
Registration Statement, whether before or after the time when it
becomes effective, or, during the period specified in paragraph (e),
to make any amendment or supplement to the Prospectus of which you
shall not previously have been advised or to which you shall
reasonably and promptly object; and to prepare and file with the
Commission, promptly upon your reasonable request, any amendment to
the Registration Statement or supplement to the Prospectus which may
be necessary or advisable in connection with the distribution of the
Shares by you, and to use its best efforts to cause the same to
become promptly effective.
(e) Promptly after the Registration Statement becomes
effective, and from time to time thereafter for such period as in the
opinion of counsel for the Underwriters a prospectus is required by
law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish to each Underwriter and dealer as many copies of
the Prospectus (and of any amendment or supplement to the Prospectus)
as such Underwriter or dealer may reasonably request.
(f) If during the period specified in paragraph (e) any event
shall occur as a result of which, in the opinion of counsel for the
Underwriters it becomes necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of
the circumstances when the Prospectus is delivered to a purchaser,
not misleading, or if it is necessary to amend or supplement the
Prospectus to comply with any law, forthwith to prepare and file with
the Commission an appropriate amendment or supplement to the
Prospectus so that the statements in the Prospectus, as so amended or
supplemented, will not in the light of the circumstances when it is
so delivered, be misleading, or so that the Prospectus will comply
with law, and to furnish to each Underwriter and to such dealers as
you shall specify, such number of copies thereof as such Underwriter
or dealers may reasonably request.
(g) Prior to any public offering of the Shares, to cooperate
with you and counsel for the Underwriters in connection with the
registration or qualification of the Shares for offer and sale by the
several Underwriters and by dealers under the state securities or
Blue Sky laws of such jurisdictions as you may reasonably request, to
continue such qualification in effect so long as reasonably required
for distribution of the Shares and to file such consents to service
of process or other documents as may be necessary in order to effect
such registration or qualification; provided that the Company shall
not be required to register or qualify as a foreign corporation or to
take any action which would subject it to the service of process in
suits, other than as to matters and transactions relating to the
offer and sale of the Securities, in any jurisdiction where it is not
now so subject.
(h) To mail and make generally available to its stockholders
as soon as reasonably practicable an earnings statement covering a
period of at least twelve months after the effective date of the
Registration Statement (but in no event commencing later than 90 days
after such date) which shall satisfy the provisions of Section 11(a)
of the Act and Rule 158 promulgated thereunder, and to advise you in
writing when such statement has been so made available.
(i) During the period of five years after the date of this
Agreement, (i) to mail as soon as reasonably practicable after the
end of each fiscal year to the record holders of its Common Stock
a financial report of the Company and its subsidiaries on a
consolidated basis (and a similar financial report of all
unconsolidated subsidiaries, if any), all such financial reports
to include a consolidated balance sheet, a consolidated statement
of operations, a consolidated statement of cash flows and a
consolidated statement of shareholders' equity as of the end of
and for such fiscal year, together with comparable information as
of the end of and for the preceding year, certified by independent
certified public accountants, and (ii) to mail and make generally
available as soon as practicable after the end of each quarterly
period (except for the last quarterly period of each fiscal year)
to such holders, consolidated condensed financial statements (and
similar financial reports of all unconsolidated subsidiaries, if
any) as of the end of and for such period, and for the period from
the beginning of such year to the close of such quarterly period,
together with comparable information for the corresponding periods
of the preceding year.
(j) During the period referred to in paragraph (i), to furnish
to you as soon as available a copy of each report or other publicly
available information of the Company mailed to the holders of Common
Stock or filed with the Commission and such other publicly available
information concerning the Company and its subsidiaries as you may
reasonably request.
(k) To pay all costs, expenses, fees and taxes incident to (i)
the preparation, printing, filing and distribution under the Act of
the Registration Statement (including financial statements and
exhibits), each preliminary prospectus and all amendments and
supplements to any of them prior to or during the period specified in
paragraph (e), (ii) the printing and delivery of the Prospectus and
all amendments or supplements to it during the period specified in
paragraph (e), (iii) the printing and delivery of this Agreement, the
Agreement Among International Managers, the Agreement between U.S.
Underwriters and International Managers, the International Dealer
Agreement, the Preliminary and Supplemental Blue Sky Memoranda and
all other agreements, memoranda, correspondence and other documents
printed and delivered in connection with the offering of the Shares
(including in each case any disbursements of counsel for the
Underwriters relating to such printing and delivery), (iv) the
registration or qualification of the Shares for offer and sale under
the securities or Blue Sky laws of the several states (including in
each case the reasonable fees and disbursements of counsel for the
Underwriters relating to such registration or qualification and
memoranda relating thereto), (v) filings and clearance with the
National Association of Securities Dealers, Inc. in connection with
the offering (including the reasonable fees and disbursements of your
counsel relating to such clearance), (vi) any listing of the shares
on the New York Stock Exchange (the "NYSE"), (vii) furnishing such
copies of the Registration Statement, the Prospectus and all
amendments and supplements thereto as may be requested for use in
connection with the offering or sale of the Shares by the
Underwriters or by dealers to whom Shares may be sold and (viii) the
performance by the Company and the Sellers of their other obligations
under this Agreement; provided that nothing herein shall affect the
rights and obligations as between the Company and the Selling
Stockholders with respect to such costs, expenses, fees and taxes.
(l) To use its best efforts, subject to its good faith
reasonable business judgment, to maintain the listing of the Shares
on the NYSE for a period of five years from the date hereof.
(m) To use its best efforts to do and perform all things
required or necessary to be done and performed under this Agreement
by the Company prior to the Closing Date or the Option Closing Date,
as the case may be, and to satisfy all conditions precedent to the
delivery of the Shares.
(n) From and after the date the Registration Statement
becomes effective, if requested by DLJSC and if in the written
opinion of your counsel and for such period of time as in the opinion
of your counsel a prospectus is required by law to be delivered in
connection with market making activities of DLJSC or any of its
affiliates (as defined in the rules and regulations under the Act),
the Company will (i) periodically amend the Registration Statement so
that the information contained in the Registration Statement complies
with the requirements of Section 10(a) of the Act, (ii) amend the
Registration Statement or supplement the Prospectus when necessary to
reflect any material changes in the information provided therein,
(iii) provide DLJSC and its affiliates with copies of each amendment
or supplement filed and such other documents, including opinions of
counsel and "comfort" letters, as DLJSC and its affiliates may
reasonably request and (iv) agree to indemnify DLJSC and its
affiliates in a manner substantially identical to that specified in
Section 8 hereof (with appropriate modifications).
6. Representations and Warranties of the Company. The
Company represents and warrants to each Underwriter that:
(a) The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is
in effect, and no proceedings for such purpose are pending before or
threatened by the Commission.
(b) (i) Each document, if any, filed or to be filed
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and incorporated by reference in the Prospectus
complied or will comply when so filed in all material respects
with the Exchange Act and the applicable rules and regulations of
the Commission thereunder; (ii) the Registration Statement and
any amendments thereto will comply in all material respects with
the provisions of the Act and will not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; and (iii) the Prospectus and any
supplements thereto will not contain any untrue statement of a
material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except
that the representations and warranties contained in this
paragraph (a) shall not apply to statements or omissions in the
Registration Statement or the Prospectus (or any supplement or
amendment to them) based upon information relating to any
Underwriter furnished to the Company in writing by or on behalf of
any Underwriter through you expressly for use therein.
(c) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the Act,
complied when so filed in all material respects with the Act.
(d) The Company and each of its subsidiaries has been duly
incorporated, is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation
(except as to good standing for any subsidiary of the Company
organized under the laws of a jurisdiction in which the concept of
good standing is inapplicable) and has the corporate power and
authority to carry on its business as it is currently being
conducted and to own, lease and operate its properties, and each
is duly qualified and is in good standing as a foreign corporation
authorized to do business in each jurisdiction in which the nature
of its business or its ownership or leasing of property requires
such qualification, except where the failure to be so qualified or
in good standing could not reasonably be expected to have a
material adverse effect on the Company and its subsidiaries, taken
as a whole.
(e) All of the outstanding shares of capital stock of, or
other ownership interests in, each of the Company's subsidiaries have
been duly authorized and validly issued and are fully paid and
non-assessable by the issuer thereof, and are owned directly or
indirectly by the Company, free and clear of any security interest,
claim, lien, encumbrance or adverse interest of any nature (each, an
"Encumbrance") except where the fact that the Company does not own
such ownership interests or that such Encumbrance exists could not
reasonably be expected to have a material adverse effect on the
Company and its subsidiaries, taken as a whole.
(f) All the outstanding shares of capital stock of the Company
(including the Shares to be sold by the Selling Stockholders) have
been duly authorized and validly issued and are fully paid and
non-assessable by the Company, and as of the Closing Date will not be
subject to any preemptive or similar rights, except such as may exist
under the Company's stock benefit plans and agreements and the
Management Equity Agreement dated as of January 23, 1990, as amended
among the Company and certain investors (the "Management Equity
Agreement") which rights will not apply to the Shares being sold by
the Selling Stockholders and except for any rights which may exist
under any agreements between DLJSC, DLJ Capital Corporation and their
affiliates and the DLJSC Selling Stockholders or others.
(g) The authorized capital stock of the Company, including the
Common Stock, conforms as to legal matters to the description thereof
contained in the Prospectus.
(h) This Agreement has been duly authorized, executed and
delivered by the Company.
(i) Neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws or in default in
the performance of any obligation, agreement or condition
contained in any bond, debenture, note or any other evidence of
indebtedness or in any other agreement, indenture or instrument
material to the conduct of the business of the Company and its
subsidiaries, taken as a whole, to which the Company or any of its
subsidiaries is a party or by which it or any of its subsidiaries
or their respective property is bound.
(j) The execution, delivery and performance by the Company
and, to the extent applicable, its subsidiaries of this Agreement and
compliance by the Company and, to the extent applicable, its
subsidiaries with all the provisions hereof and the consummation of
the transactions contemplated hereby will not:
(A) require any consent, approval, authorization or
other order of any court, regulatory body, administrative
agency or other governmental body, including lottery
authorities, which has not been obtained (except as such may be
required under the securities or Blue Sky laws of the various
states);
(B) conflict with or constitute a breach of any of the
terms or provisions of, or a default under, the charter or
by-laws of the Company or any of its subsidiaries;
(C) require any consent or approval (which has not been
obtained) of the parties to, or conflict with or constitute a
breach of any of the terms or provisions of or a default or
termination under, (x) any contract for the provision of
lottery services or products between the Company or any of its
subsidiaries and any U.S. or international lottery authority
(each a "Lottery Contract") or (y) any other agreement,
indenture or other instrument to which the Company or any of
its subsidiaries is a party or by which the Company or any of
its subsidiaries or their respective property is bound that is
material to the Company and its subsidiaries taken as a whole;
or
(D) violate or conflict with any laws, administrative
regulations or rulings or court decrees applicable to the
Company, any of its subsidiaries or their respective property,
which violation or conflict could reasonably be expected to
have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(k) Except as otherwise set forth in the Prospectus, there are
no legal or governmental proceedings pending to which the Company or
any of its subsidiaries is a party or of which any of their
respective property is the subject (A) which could reasonably be
expected to result in any material adverse change in the condition,
financial or otherwise, or the earnings, affairs or business
prospects, whether or not arising in the ordinary course of business,
of the Company and its subsidiaries, taken as a whole, or which is
otherwise required to be described in the Prospectus and is not so
described or (B) which in any manner draws into question the validity
of this Agreement or which would interfere with or adversely affect
the consummation of the transactions contemplated hereby or thereby,
and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated.
(l) No contract or document of a character required to be
described in the Registration Statement or the Prospectus or to be
filed as an exhibit to the Registration Statement is not so described
or filed as required.
(m) Each of the Company and its subsidiaries is operating
in compliance with (and has not violated) all laws, regulations,
administrative orders or rulings or court decrees applicable to it
or to any of its property (including without limitation those
relating to lotteries, environmental, safety or similar matters,
federal or state laws relating to the hiring, promotion or pay of
employees, the Employee Retirement Income Security Act or the
rules and regulations promulgated thereunder), except for
violations which could not reasonably be expected to result in any
material adverse change in the business, prospects, financial
condition or results of operations of the Company and its
subsidiaries, taken as a whole.
(n) Neither the Company nor any of its subsidiaries nor, to
the best knowledge of the Company, any affiliate of the Company or
any other person acting on its or their behalf has directly or
indirectly (A) used any corporate funds for any unlawful payment
to any foreign or domestic governmental or judicial officials or
employees, (B) made any unlawful payment (including any bribe,
rebate, pay-off, kickback or influence payment) to any person or
entity, private or public, whether in the form of cash, property,
services or otherwise, (C) violated or is in violation of any
provision of federal or state laws relating to corruption of
governmental officials or representatives, including the Foreign
Corrupt Practices Act of 1977 and similar laws, (D) established or
maintained any fund of monies or other assets for the purposes
specified in clauses (A) or (B) above or (E) made any false or
fictitious entry on the books or records of the Company or any of
its subsidiaries relating to any payment referred to in clause (A)
or (B) above.
(o) Except as otherwise set forth in the Prospectus or such as
could not reasonably be expected to be material to the business,
prospects, financial condition or results of operation of the Company
and its subsidiaries, taken as a whole, the Company and each of its
subsidiaries has good and marketable title, free and clear of all
liens, claims, encumbrances and restrictions except liens for taxes
not yet due and payable, to all property and assets described in the
Registration Statement as being owned by it. All leases to which the
Company or any of its subsidiaries is a party and all Lottery
Contracts referred to in the Prospectus to which the Company or any
of its subsidiaries is a party are valid and binding and except as
described in the Prospectus no default on the part of the Company or
any of its subsidiaries has occurred or is continuing thereunder,
which might reasonably be expected to result in the termination of
any such Lottery Contract or in any material adverse change in the
business, prospects, financial condition or results of operations of
the Company and its subsidiaries taken as a whole.
(p) Ernst & Young LLP are independent public accountants with
respect to the Company as required by the Act.
(q) (A) The financial statements, together with related
schedules and notes forming part of the Registration Statement and
the Prospectus (and any amendment or supplement thereto), present
fairly the consolidated financial position, results of operations and
changes in financial position of the Company and its subsidiaries on
the basis stated in the Registration Statement at the respective
dates or for the respective periods to which they apply; (B) such
statements and related schedules and notes have been prepared in
accordance with generally accepted accounting principles consistently
applied throughout the periods involved, except as disclosed therein;
and (C) the other financial and statistical information and data set
forth in the Registration Statement and the Prospectus (and any
amendment or supplement thereto) is, in all material respects,
accurately presented and prepared on a basis consistent with such
financial statements and the books and records of the Company.
(r) The Company and each of its subsidiaries has all material
permits, licenses, franchises and authorizations of governmental or
regulatory authorities, including lottery authorities, domestic and
foreign ("permits"), as are necessary to own, lease and operate its
respective properties and to conduct its business in the manner
described in the Prospectus, the Company and each of its subsidiaries
has fulfilled and performed all of its material obligations with
respect to such permits and no event has occurred which allows, or
after notice or lapse of time would allow, revocation or termination
thereof or result in any other material impairment of the rights of
the holder of any such permit and, except as described in the
Prospectus, such permits contain no restrictions that are materially
burdensome to the Company or any of its subsidiaries.
(s) The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.
(t) The Company has complied with all provisions of Section
517.075, Florida Statutes (Chapter 92-198, Laws of Florida).
(u) No holder of any security of the Company has any right,
not effectively satisfied or waived, to require inclusion of shares
of Common Stock or any other security of the Company in the
Registration Statement.
7. Representations and Warranties of the Selling
Stockholders. Each Selling Stockholder severally and not jointly represents
and warrants to each Underwriter that:
(a) Such Selling Stockholder is the lawful owner of the
Shares to be sold by such Selling Stockholder pursuant to this
Agreement and has, and on the Closing Date (and Option Closing
Date, if applicable) will have, good and clear title to such
Shares, free of all restrictions on transfer, liens, encumbrances,
security interests and claims whatsoever, except for those created
hereunder or under the Stockholders Agreement, the Management
Equity Agreement or the Company's stock benefit plans or
agreements, and, in the case of a DLJ Selling Stockholder (as
defined below) the DLJ Custody Agreement (as defined in paragraph
(f) below) which either do not apply in the case of any sale to
the Underwriters hereunder or have been waived.
(b) Upon delivery of and payment for such Shares pursuant to
this Agreement, good and clear title to such Shares will pass to the
Underwriters, free of all restrictions on transfer, liens,
encumbrances, security interests and claims whatsoever.
(c) Such Selling Stockholder has, and on the Closing Date (and
Option Closing Date, if applicable) will have, full legal right,
power and authority to enter into this Agreement and to sell, assign,
transfer and deliver such Shares in the manner provided herein and
therein, and this Agreement has been duly authorized, executed and
delivered by or on behalf of such Selling Stockholder.
(d) In the case of each Selling Stockholder that is a
Management Selling Stockholder (as indicated on Schedule III), the
Custody Agreement and Power of Attorney signed by such Selling
Stockholder has been duly authorized, executed and delivered by or on
behalf of such Selling Stockholder and is a valid and binding
instrument of such Selling Stockholder enforceable in accordance with
its terms, and, pursuant to such Custody Agreement and Power of
Attorney, such Selling Stockholder has authorized Thomas J. Sauser,
Cynthia A. Nebergall and Brendan J. Radigan or any of them, to
execute and deliver on his, her or its behalf this Agreement and any
other document necessary or desirable in connection with transactions
contemplated hereby and to deliver or cause the Custodian to deliver
the Shares to be sold by such Selling Stockholder pursuant to this
Agreement.
(e) Such Selling Stockholder has not taken, and will not take,
directly or indirectly, any action designed to, or which might
reasonably be expected to, cause or result in stabilization or
manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares pursuant to the
distribution contemplated by this Agreement, and other than as
permitted by the Act, the Selling Stockholder has not distributed and
will not distribute any prospectus or other offering material in
connection with the offering and sale of the Shares.
(f) In the case of each Selling Stockholder that is an
officer, director, employee or former officer, director or
employee of DLJSC (a "DLJ Selling Stockholder"), the Custody
Agreement dated as of December 15, 1992 between DLJSC, DLJ Capital
Corporation and such Selling Stockholder and the Letter Agreement
dated April 19, 1996 between DLJSC and such Selling Stockholder
(together, the "DLJ Custody Agreement") has been duly authorized,
executed and delivered by or on behalf of such Selling Stockholder
and is a valid and binding instrument of such Selling Stockholder
enforceable in accordance with its terms, and, pursuant to such
DLJ Custody Agreement, such Selling Stockholder has authorized
DLJSC to execute and deliver on his, her or its behalf this
Agreement and any other document necessary or desirable in
connection with transactions contemplated hereby and to deliver or
cause DLJSC, as Custodian to deliver the Shares to be sold by such
Selling Stockholder pursuant to this Agreement.
(g) The execution, delivery and performance of this Agreement
by such Selling Stockholder, compliance by such Selling Stockholder
with all the provisions hereof and the consummation of the
transactions contemplated hereby will not require any consent,
approval, authorization or other order which has not been obtained of
any court, regulatory body, administrative agency or other
governmental body (except such as may be required under the Act,
state securities laws or Blue Sky laws) and will not conflict with or
constitute a breach of any of the terms or provisions of, or a
default under, organizational documents of such Selling Stockholder,
if not an individual, or any agreement, indenture or other instrument
to which such Selling Stockholder is a party or by which such Selling
Stockholder or property of such Selling Stockholder is bound, or
violate or conflict with any laws, administrative regulation or
ruling or court decree applicable to such Selling Stockholder or
property of such Selling Stockholder.
(h) Such parts of the Registration Statement which
specifically relate to such Selling Stockholder under the caption
"Principal and Selling Stockholders" do not, and will not on the
Closing Date (and the Option Closing Date, if applicable), contain
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein, in light of circumstances under which they were made, not
misleading.
(i) At any time during the period described in paragraph 5(e)
hereof, if there is any change in the information referred to in
paragraph 7(h) above, the Selling Stockholders will immediately
notify you of such change.
8. Indemnification. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls
any Underwriter within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, from and against any and all losses, claims, damages,
liabilities and judgments caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) or any preliminary prospectus, or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims, damages, liabilities
or judgments are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any
Underwriters furnished in writing to the Company by or on behalf of any
Underwriter through you expressly for use therein; provided, however, that
the foregoing indemnity with respect to any preliminary prospectus shall
not inure to the benefit of any Underwriter from whom the person asserting
any such losses, claims, damages or liabilities purchased Shares, or any
person controlling such Underwriter, if a copy of the Prospectus (as then
amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) was not sent or given by or on behalf of such
Underwriter to such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the Shares to such
person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such losses, claims, damages or
liabilities.
(b) Each Selling Stockholder agrees, severally and not
jointly, to indemnify and hold harmless each Underwriter and each person,
if any, who controls any Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages, liabilities and judgments caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only with reference to
information relating to such Selling Stockholder furnished by or on behalf
of such Selling Stockholder in its capacity as a Selling Stockholder
expressly for use in the Registration Statement or the Prospectus, any
amendment or supplement thereto, or in any preliminary prospectus;
provided, however, that nothing in this subsection (b) shall limit the
obligation of the Company to indemnify the Underwriters in the manner set
forth in subsection (a) relating to information provided by any Selling
Stockholder acting in its capacity as an officer, director or employee of
the Company.
(c) In case any action shall be brought against any
Underwriter or any person controlling such Underwriter, based upon any
preliminary prospectus, the Registration Statement or the Prospectus or any
amendment or supplement thereto and with respect to which indemnity may be
sought against the Company or any Selling Stockholder, such Underwriter
shall promptly notify the Company and the Selling Stockholders in writing
and the Company and the applicable Selling Stockholders shall assume the
defense thereof, including the employment of counsel reasonably
satisfactory to such indemnified party and payment of all fees and
expenses. Any Underwriter or any such controlling person shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Underwriter or such controlling person unless (i) the
employment of such counsel has been specifically authorized by the Company,
(ii) the Company and the Selling Stockholders have failed to assume the
defense and employ counsel or (iii) the named parties to any such action
(including any impleaded parties) include both such Underwriter or such
controlling person and the Company or any Selling Stockholder, as the case
may be, and such Underwriter or such controlling person shall have been
advised by such counsel that there may be one or more good faith legal
defenses available to it which are different from or additional to those
available to the Company or the Selling Stockholders, as the case may be,
(in which case the Company and the Selling Stockholders shall not have the
right to assume the defense of such action on behalf of such Underwriter or
such controlling person, it being understood, however, that the Company and
the Selling Stockholders shall not, in connection with any one such action
or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) for all such Underwriters and
controlling persons, which firm shall be designated in writing by DLJSC,
and that all such fees and expenses shall be reimbursed as they are
incurred). Neither the Company nor any Seller shall be liable for any
settlement of any such action effected without the written consent of such
Seller but if settled with the written consent of such party, such party
agrees to indemnify and hold harmless any Underwriter and any such
controlling person from and against any loss or liability by reason of such
settlement. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or was
threatened to have been made a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on
claims that are the subject matter of such proceeding.
(d) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement, any person controlling the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, each
Selling Stockholder and each person, if any, controlling such Selling
Stockholder within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Sellers to
each Underwriter but only with reference to information relating to such
Underwriter furnished in writing by or on behalf of such Underwriter through
you expressly for use in the Registration Statement, the Prospectus or any
preliminary prospectus. In case any action shall be brought against the
Company, any of its directors, any such officer or any person controlling the
Company or any Selling Stockholder or any person controlling such Selling
Stockholder based on the Registration Statement, the Prospectus or any
preliminary prospectus and in respect of which indemnity may be sought against
any Underwriter, the Underwriter shall have the rights and duties given to the
Company and Sellers (except that if the Company or any Seller shall have
assumed the defense thereof such Underwriter shall not be required to do so,
but may employ separate counsel therein and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of such
Underwriter), and the Company, its directors, any such officers and any person
controlling the Company and the Selling Stockholders and any person
controlling such Selling Stockholders shall have the rights and duties given
to the Underwriter, by Section 8(c) hereof.
(e) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party in respect of any losses, claims, damages,
liabilities or judgments referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities and judgments in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Selling
Stockholders on the one hand and the Underwriters on the other hand from the
offering of the Shares and the relative fault of the Company, the Selling
Stockholders and the Underwriters in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The
relative benefits received by the Sellers and the Underwriters shall be deemed
to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Sellers, and the total
underwriting discounts and commissions received by the Underwriters, bear to
the total price to the public of the Shares, in each case as set forth in the
table on the cover page of the Prospectus. The relative fault of the Company,
the Selling Stockholders and the Underwriters shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the Company, the Selling Stockholders or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The Company, the Selling Stockholders and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this
Section 8(e) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities or judgments referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public was
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission and no Selling Stockholder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares of such Selling Stockholder were offered to the
public exceeds the amount of any damages which such Selling Stockholder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to
this Section 8(e) are several in proportion to the respective number of Shares
purchased by each of the Underwriters hereunder and not joint.
(f) Each Seller that is a Management Selling Stockholder
hereby designates Edwards & Angell, 750 Lexington Avenue, New York, New York,
authorized agent, upon which process may be served in any action, suit or
proceeding which may be instituted in any state or federal court in the State
of New York by any Underwriter or person controlling the Company or an
Underwriter asserting a claim for indemnification or contribution under or
pursuant to this Section 8, and each such Seller will accept the jurisdiction
of such court in such action, and waives, to the fullest extent permitted by
applicable law, any defense based upon lack of personal jurisdiction or venue.
A copy of any such process shall be sent or given to such Seller, at the
address for notices specified in Section 12 hereof.
(g) Each Seller that is a DLJSC Selling Stockholder
acknowledges that, pursuant to the DLJ Custody Agreement, it has designated
DLJSC as its authorized agent, upon which process may be served in any action,
suit or proceeding which may be instituted in any state or federal court in
the State of New York by the Company or any Underwriter or person controlling
the Company or an Underwriter asserting a claim for indemnification or
contribution under or pursuant to this Section 8, and each such Seller will
accept the jurisdiction of such court in such action, and waives, to the
fullest extent permitted by applicable law, any defense based upon lack of
personal jurisdiction or venue. A copy of any such process shall be sent or
given to such Seller, at the address for notices specified in Section 12
hereof.
9. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase the Firm Shares under this
Agreement are subject to the satisfaction of each of the following conditions:
(a) All the representations and warranties of the Company
contained in this Agreement shall be true and correct in all material
respects on the Closing Date with the same force and effect as if
made on and as of the Closing Date.
(b) The Registration Statement shall have become effective (or
if a post-effective amendment is required to be filed pursuant to
Rule 430A under the Act, such post-effective amendment shall have
become effective) not later than 10:00 A.M., New York City time, on
the date of this Agreement or at such later date and time as you may
approve in writing, and at the Closing Date no stop order suspending
the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been commenced
or shall be pending before or contemplated by the Commission.
(c) (A) Since the date of the latest balance sheet included in
the Registration Statement and the Prospectus and except as disclosed
therein, there shall not have been any material adverse change, or
any development involving a prospective material adverse change, in
the condition, financial or otherwise, or in the earnings, affairs or
business prospects, whether or not arising in the ordinary course of
business, of the Company, (B) since the date of the latest balance
sheet included in the Registration Statement and the Prospectus and
except as disclosed therein, there shall not have been any change, or
any development involving a prospective material adverse change, in
the capital stock or in the long-term debt of the Company from that
set forth or contemplated in the Registration Statement and
Prospectus, (C) the Company and its subsidiaries shall have no
liability or obligation, direct or contingent, which is material to
the Company and its subsidiaries, taken as a whole, other than those
reflected or contemplated in the Registration Statement and the
Prospectus and (D) on the Closing Date you shall have received a
certificate dated the Closing Date, signed by a Co-Chairman of the
Board of Directors or the President and by the Chief Financial
Officer or Chief Accounting Officer, in their capacities as officers
of the Company, confirming the matters set forth in paragraphs (a),
(b) and (c) of this Section 9.
(d) All the representations and warranties of the Selling
Stockholders contained in this Agreement shall be true and correct in
all material respects on the Closing Date with the same force and
effect as if made on and as of the Closing Date and you shall have
received a certificate to such effect, dated the Closing Date, from
each Selling Stockholder.
(e) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the
Closing Date, of Drinker Biddle & Reath, counsel for the Company, to
the effect that:
(i) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of
the State of Delaware and has the corporate power and authority
required to carry on its business as it is currently being
conducted and to own its properties;
(ii) the Company is duly qualified and is in good standing
as a foreign corporation authorized to do business (except as
to good standing under the laws of a jurisdiction in which the
concept of good standing is inapplicable) in each jurisdiction
in the United States which the nature of its business or its
ownership or leasing of property requires such qualification or
good standing, except where the failure to be so qualified or
be in good standing could not reasonably be expected to have a
material adverse effect on the Company and its subsidiaries,
taken as a whole;
(iii) all the outstanding shares of Common Stock (including
the Shares to be sold by the Selling Stockholders) have been
duly authorized and validly issued and are fully paid,
non-assessable by the Company and not subject to any preemptive
or similar rights involving the Company, except for such as may
exist under the Company's stock benefit plans and agreements
and the Management Equity Agreement, which rights will not
apply to the Shares being sold by the Selling Stockholders and
except for any rights which may exist under any agreements
between DLJSC, DLJ Capital Corporation and their affiliates and
the DLJSC Selling Stockholders or others;
(iv) this Agreement has been duly authorized, executed and
delivered by the Company;
(v) the authorized capital stock of the Company,
including the Common Stock, conforms as to legal matters to the
description thereof contained in the Registration Statement and
the Prospectus;
(vi) the Registration Statement has become effective under
the Act, no stop order suspending its effectiveness has been
issued and no proceedings for that purpose are, to the
knowledge of such counsel, pending before or contemplated by the
Commission;
(vii) the statements under the captions "Directors and
Officers - Voting Agreements" (other than statements relating
to the Voting Trust and the Voting Trustee), "Certain United
States Federal Income Tax Consequences to Non-U.S. Holders of
Common Stock" and "Description of Capital Stock of the Company"
in the Prospectus and Item 15 of Part II of the Registration
Statement, insofar as such statements constitute a summary of
legal matters or documents referred to therein, fairly present
the information called for with respect to such legal matters
or documents;
(viii) such counsel does not know of any existing violation
on the part of the Company of its charter or by-laws or of any
default on the part of the Company or any of its subsidiaries
in the performance of any obligation, agreement or condition
contained in any bond, debenture, note or any other evidence of
indebtedness or in any other agreement, indenture or instrument
to which the Company or any of its subsidiaries is a party or by
which it or any of its subsidiaries or their respective
property is bound, except for any such violation or default
which could not reasonably be expected to have a material
adverse effect on the Company and its subsidiaries taken as a
whole;
(ix) the execution, delivery and performance by the
Company of this Agreement, compliance by the Company with all
the provisions hereof, and the consummation of the transactions
contemplated hereby will not (A) require any consent, approval,
authorization or other order which has not been obtained of any
court, regulatory body, administrative agency or other
governmental body (other than lottery, non-lottery gaming,
racing or benefits delivery authorities and other than may be
required under the Act or other securities or Blue Sky laws, as
to which no opinion need be expressed); (B) conflict with or
constitute a breach of any of the terms or provisions of, or a
default under, the charter or by-laws of the Company or GTECH
Corporation; (C) require any consent or approval which has not
been obtained of the parties to, or conflict with or constitute
a breach of any of the terms or provisions of or a default or
termination under any agreement (other than agreements relating
to lottery and non-lottery gaming products and services, racing
or benefits delivery products or services, as to which no
opinion need be expressed), indenture or other instrument known
to such counsel to which the Company or GTECH Corporation is a
party or by which the Company or GTECH Corporation or their
respective property is bound; or (D) violate or conflict with
any laws, administrative regulations or rulings (other than
laws, regulations or rulings relating to the lottery,
non-lottery gaming, racing or benefits delivery businesses, as
to which no opinion need be expressed) or court decrees known
to such counsel applicable to the Company or GTECH Corporation
or any of their respective properties; except with respect to
(A), (C) and (D), where the failure to obtain such consent or
approval or such violation or conflict could not reasonably be
expected to have a material adverse effect on the Company and
its subsidiaries, taken as a whole, or impair the ability of the
Company and its subsidiaries to consummate the transactions
contemplated hereby;
(x) such counsel does not know of any legal or
governmental proceeding pending or threatened to which the
Company or any of its subsidiaries is a party or to which any
of their respective property is subject which is required to be
described in the Registration Statement or the Prospectus and
is not so described, or of any contract or other document which
is required to be described in the Registration Statement or
the Prospectus or is required to be filed as an exhibit to the
Registration Statement which is not described or filed as
required;
(xi) to the best of such counsel's knowledge, no holder
of any security of the Company has any right not effectively
waived or satisfied to require registration of shares of Common
Stock or any other security of the Company in the Registration
Statement; and
(xii) (A) each document, if any, filed pursuant to the
Exchange Act and incorporated by reference in the Registration
Statement and the Prospectus (except for financial statements
and the notes thereto and other financial, statistical and
accounting data incorporated by reference in the Registration
Statement and schedules included therein as to which no view
need be expressed) complied when so filed, or when subsequently
amended prior to the date hereof as to form in all material
respects with the Exchange Act, and the applicable rules and
regulations of the Commission thereunder; (B) the Registration
Statement and the Prospectus and any supplement or amendment
thereto (except for financial statements and the notes thereto
and other financial, statistical and accounting data included
in the Registration Statement and schedules included therein as
to which no view need be expressed) comply as to form in all
material respects with the Act, and (C) such counsel believes
that (except for financial statements and the notes thereto and
other financial, statistical and accounting data included in
the Registration Statement and schedules included therein, as
aforesaid) the Registration Statement and the prospectus
included therein at the time the Registration Statement became
effective did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and that the Prospectus, as amended or
supplemented, if applicable (except for financial statements
and the notes thereto and other financial, statistical and
accounting data included in the Registration Statement and
schedules included therein, as aforesaid) does not contain any
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading;
In giving such opinion with respect to the matters
covered by clause (xii) above, Drinker Biddle & Reath may state that
their opinion and belief are based upon their participation in the
preparation of the Registration Statement and Prospectus and any
amendments or supplements thereto and review and discussion of the
contents thereof, but are without independent check or verification
except as specified.
(f) You shall have received on the Closing Date an opinion
(satisfactory to you and your counsel), dated the Closing Date, of
Cynthia A. Nebergall, Esq., General Counsel for the Company, to the
effect that:
(i) each of the Company's Significant Subsidiaries (as
that term is defined in Rule 1-02 of Regulation S-X promulgated
by the Commission) is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction
of incorporation (except as to good standing for any subsidiary
organized under the laws of a jurisdiction in which the concept
of good standing is inapplicable), and has the corporate power
and authority to carry on its business as it is currently being
conducted;
(ii) each of the Company and its Significant
Subsidiaries is duly qualified to transact business and is in
good standing as a foreign corporation authorized to do
business (except as to good standing for any subsidiary
organized under the laws of a jurisdiction in which the concept
of good standing is inapplicable), in each jurisdiction in
which the nature of its business or its ownership or leasing of
property requires such qualification, except where the failure
to be so qualified or to be in good standing could not
reasonably be expected to have a material adverse effect on the
Company and its subsidiaries taken as a whole;
(iii) neither the Company nor any of its subsidiaries is
in violation of its respective charter or by-laws and, to the
best of such counsel's knowledge after due inquiry, neither the
Company nor any of its subsidiaries is in default in the
performance of any obligation, agreement or condition contained
in any Lottery Contract or in any bond, debenture, note or any
other evidence of indebtedness or in any other agreement,
indenture or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of its
subsidiaries or their respective property is bound except when
such default could not reasonably be expected to have a
material adverse effect upon the Company and its subsidiaries,
taken as a whole;
(iv) all of the outstanding shares of capital stock of
each subsidiary of the Company have been duly authorized and
validly issued and are fully paid and nonassessable and, except
for minimal amounts of director qualifying shares, are owned
directly or indirectly by the Company free of all liens,
encumbrances, security interests and claims whatsoever;
(v) the execution, delivery and performance by the
Company of this Agreement, compliance by the Company with all
the provisions hereof, and the consummation of the transactions
contemplated hereby will not (A) require any consent, approval,
authorization or other order which has not been obtained of any
court, regulatory body, administrative agency or other
governmental body including lottery authorities, (except as
such may be required under the Act or other securities or Blue
Sky laws); (B) conflict with or constitute a breach of any of
the terms or provisions of, or a default under, the charter or
by-laws of the Company or any of its subsidiaries; (C) require
any consent or approval of the parties to, or conflict with or
constitute a breach of any of the terms or provisions of or a
default or termination under any Lottery Contract or any other
agreement, indenture or other instrument to which the Company
or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries or their respective property is
bound; or (D) violate or conflict with any laws, administrative
regulations or rulings or court decrees applicable to the
Company or any of its subsidiaries or their respective
properties; except with respect to (A), (C) and (D), where the
failure to obtain such consent or approval or such violation or
conflict could not reasonably be expected to have a material
adverse effect on the Company and its subsidiaries, taken as a
whole, or impair the ability of the Company and its
subsidiaries to consummate the transactions contemplated hereby;
(vi) to the best of such counsel's knowledge, after due
inquiry, each of the Company and its subsidiaries is operating
in compliance with (and has not violated) all laws, regulations,
administrative orders or rulings or court decrees applicable to
it or to any of its property (including without limitation
those relation to lotteries, environmental, safety or similar
matters, federal or state laws relating to discrimination in
the hiring, promotion or pay of employees, the Employee
Retirement Income Security Act or the rules and regulations
promulgated thereunder), except for violations which could not
reasonably be expected to result in any material adverse change
in the business, prospects, financial condition or results of
operation of the Company and its subsidiaries, taken as a whole.
(vii) the Company and each of its subsidiaries has such
material permits, licenses, franchises and authorizations of
governmental or regulatory authorities including lottery
authorities, domestic and foreign ("permits"), as are necessary
to own, lease and operate its respective properties and to
conduct its business in the manner described in the Prospectus,
subject to such qualifications as may be set forth in the
Prospectus; to the best of such counsel's knowledge, after due
inquiry, the Company and each of its subsidiaries has fulfilled
and performed all of its material obligations with respect to
such permits and no event has occurred which allows, or after
notice or lapse of time would allow, revocation or termination
thereof or results in any other material impairment of the
rights of the holder of any such permit, subject in each case
to such qualification as may be set forth in the Prospectus;
and, except as described in the Prospectus, such permits
contain no restrictions that are materially burdensome to the
Company or any of its subsidiaries;
(viii) the statements in the Prospectus under the
caption "Risk Factors - Governmental Regulation", "--
Maintenance of Business Relationships and Certain Legal
Matters" and "--Liquidated Damages Under Contracts" and
"Business - Legal Proceedings", insofar as such statements
constitute a summary of the legal matters, documents or
proceedings referred to therein, fairly present the information
called for with respect to such legal matters, documents and
proceedings; and
(ix) such counsel does not know of any legal or
governmental proceeding pending or threatened to which the
Company or any of its subsidiaries is a party or to which any
of their respective property is subject which is required to be
described in the Registration Statement or the Prospectus and
is not so described, or of any contract or other document which
is required to be described in the Registration Statement or
the Prospectus or is required to be filed as an exhibit to the
Registration Statement which is not described or filed as
required.
(g) You shall have received the opinions (satisfactory to you
and your counsel), dated the Closing Date, of one or more counsel for
the Selling Stockholders reasonably satisfactory to you, with respect
to each applicable Selling Stockholder, to the effect that:
(i) this Agreement has been duly authorized, executed
and delivered by or on behalf of such Selling Stockholder;
(ii) such Selling Stockholder has full legal right,
power and authority, and any approval required by law (other
than any approval imposed by the applicable state securities
and Blue Sky laws) to sell, assign, transfer and deliver the
Shares to be sold by him, her or it in the manner provided in
this Agreement;
(iii) each Selling Stockholder has good and clear title
to the certificates for the Shares to be sold by him and upon
delivery thereof to the Underwriters in accordance with this
Agreement, the Underwriters (assuming they have purchased the
Shares in good faith and without notice of any adverse claim,
and assuming that there are no events or circumstances peculiar
to any individual Underwriter that might result in any adverse
claim), will acquire good title to the Shares purchased by them
from such Selling Stockholder, free and clear of all liens,
encumbrances, security interests, and claims whatsoever.
(iv) in the case of any Management Selling Stockholder,
the Custody Agreement and Power of Attorney signed by such
Selling Stockholder appointing Thomas J. Sauser, Cynthia A.
Nebergall and Brendan J. Radigan or any of them, as his, her
or its attorney-in-fact to the extent set forth therein with
regard to the transactions contemplated hereby and by the
Registration Statement has been duly authorized, executed and
delivered by or on behalf of such Selling Stockholder and is a
valid and binding instrument of such Selling Stockholder
enforceable in accordance with its terms, and pursuant to such
Custody Agreement and Power of Attorney such Selling
Stockholder has authorized Thomas J. Sauser, Cynthia A.
Nebergall and Brendan J. Radigan or any of them, to execute and
deliver on his or her behalf this Agreement and any other
document necessary or desirable in connection with transactions
contemplated hereby and to deliver the Shares to be sold by
him, her or it pursuant to this Agreement.
(h) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the
Closing Date, of Williams & Connolly, special counsel for GTECH
Corporation ("GTECH") with respect to the governmental investigations
and indictments described in the statements referred to in clause (i)
below to the effect that:
(i) the statements in the third and fourth paragraphs
under the caption "Risk Factors - Maintenance of Business
Relationships and Certain Legal Matters" in the Prospectus (the
"Investigations and Indictments"), insofar as such statements
constitute a summary of legal matters or proceedings referred
to therein, fairly present the information called for with
respect to such legal matters and proceedings;
(ii) in connection with such counsel's representation of
GTECH, such counsel has not found any evidence indicating that
GTECH violated any law (in connection with the award of lottery
contracts or otherwise) in connection with the Investigations
and Indictments and has not been advised by governmental
authorities that GTECH is a target of those Investigations and
Indictments; and
(iii) except as set forth in the eighth paragraph under
the caption "Risk Factors - Maintenance of Business
Relationships and Certain Legal Matters", such counsel does not
know of any legal or governmental proceeding pending or
threatened to which GTECH or any of its officers or employees
is a party or to which any of the property of GTECH is subject
which is similar in nature to the Investigations and
Indictments; nor has such counsel been engaged by the Company
with respect to any other legal or governmental proceeding
pending or threatened to which the Company or any of its
officers or employees is a party or to which any of the
property of the Company is subject which is required to be
described in the Registration Statement or the Prospectus and
which is not described.
(i) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the
Closing Date, of Memery Crystal, special U.K. counsel for GTECH U.K.
Corporation ("GTECH U.K.") and Mr. Guy B. Snowden with respect to the
matter referred to in clause (i) below to the effect that:
(i) the statements in the eighth paragraph under the
caption "Risk Factors - Maintenance of Business Relationships
and Certain Legal Matters" in the Prospectus (the "Branson
Matter"), insofar as such statements constitute a summary of
legal matters or proceedings referred to therein, fairly
present the information with respect to such legal matters and
proceedings; and
(ii) in connection with such counsel's representation of
GTECH U.K. and Mr. Guy B. Snowden, such counsel has not found
any evidence indicating that GTECH U.K. or Mr. Guy B. Snowden
violated any law (in connection with the award of lottery
contracts or otherwise) in connection with the Branson Matter.
(j) You shall have received on the Closing Date an opinion,
dated the Closing Date, of Davis Polk & Wardwell, counsel for the
Underwriters, as to the matters referred to in clauses (i), (iv),
(vi), (vii), (but only with respect to the statements under the
caption "Underwriting") and items (2) and (3) of Clause (xii) of the
foregoing paragraph (e). In giving such opinion with respect to the
matters covered by items (B) and (C) of clause (xii) such counsel may
state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and
Prospectus and any amendments or supplements thereto but not
documents incorporated by reference and review and discussion of the
contents thereof including documents incorporated therein by
reference, but are without independent check or verification except
as specified.
(k) You shall have received a letter on and as of the Closing
Date, in form and substance satisfactory to you, from each of Ernst &
Young LLP, independent public accountants, with respect to the
financial statements and certain financial information contained in or
incorporated by reference into the Registration Statement and the
Prospectus and substantially in the form and substance of the letter
delivered to you by each of Ernst & Young LLP on the date of this
Agreement.
(l) The Company and the Selling Stockholders shall not have
failed at or prior to the Closing Date to perform or comply in any
material respect with any of the agreements herein contained and
required to be performed or complied with by the Company at or prior
to the Closing Date.
(m) The several obligations of the Underwriters to pay for
Shares being purchased from any Selling Stockholder who is not a U.S.
Person are subject to the receipt, on or prior to the Closing Date,
of a certificate of each such Selling Stockholder to the effect that
such Selling Stockholder is not a U.S. Person (as defined under
applicable U.S. federal tax legislation), which certificate may be in
the form of a properly completed and executed United States Treasury
Department Form W-8 (or other applicable form or statement specified
by Treasury Department regulations in lieu thereof).
The several obligations of the U.S. Underwriters to purchase
Additional Shares hereunder are subject to the satisfaction of the foregoing
conditions and delivery to the U.S. Underwriters on the Option Closing Date of
such documents as you may reasonably request with respect to the good standing
of the Company, the due authorization and issuance of the Additional Shares
and other matters related to the issuance of the Additional Shares.
10. Effective Date of Agreement and Termination. This
Agreement shall become effective upon the later of (i) execution of this
Agreement and (ii) when notification of the effectiveness of the Registration
Statement has been released by the Commission.
This Agreement may be terminated at any time prior to the
Closing Date by you by written notice to the Company and DLJ Capital
Corporation if any of the following has occurred: (i) since the respective
dates as of which information is given in the Registration Statement and the
Prospectus, any material adverse change or development involving a prospective
material adverse change in the condition, financial or otherwise, of the
Company or any of its subsidiaries or the earnings, affairs, or business
prospects of the Company or any of its subsidiaries, whether or not arising in
the ordinary course of business, which would, in your judgment, make it
impracticable or advisable to market the Shares on the terms and in the manner
contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities
or other national or international calamity or crisis or change in economic
conditions or in the financial markets of the United States or elsewhere that,
in your judgment, is material and adverse and would, in your judgment, make it
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus, (iii) trading of any securities of the Company or any of
its subsidiaries shall have been suspended on any exchange or in any
over-the-counter market, (iv) the suspension or material limitation of trading
in securities on the New York Stock Exchange, the American Stock Exchange or
the NASDAQ National Market System or limitation on prices for securities on
any such exchange or National Market System, (v) any downgrading, or any notice
given of any intended or potential downgrading, in the rating accorded any of
the Company's or its subsidiaries' securities by any "nationally recognized
statistical rating organization," as such term is defined for purposes of Rule
436(g)(2) under the Securities Act, (vi) the enactment, publication, decree or
other promulgation of any federal or state statute, regulation, rule or order
of any court or other governmental authority which in your opinion materially
and adversely affects, or will materially and adversely affect, the business
or operations of the Company and its subsidiaries, taken as a whole (vii) the
declaration of a banking moratorium by either federal or New York State
authorities or (viii) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in
your opinion has a material adverse effect on the financial markets in the
United States.
If on the Closing Date or on the Option Closing Date, as the
case may be, any one or more of the Underwriters shall fail or refuse to
purchase the Firm Shares or Additional Shares, as the case may be, which it or
they have agreed to purchase hereunder on such date and the aggregate number of
Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused
to purchase is not more than one-tenth of the total number of Shares to be
purchased on such date by all Underwriters, each non-defaulting Underwriter
shall be obligated severally, in the proportion which the number of Firm
Shares set forth opposite its name in Schedule I bears to the total number of
Firm Shares which all the non-defaulting Underwriters, as the case may be,
have agreed to purchase, or in such other proportion as you may specify, to
purchase the Firm Shares or Additional Shares, as the case may be, which such
defaulting Underwriter or Underwriters, as the case may be, agreed but failed
or refused to purchase on such date; provided that in no event shall the
number of Firm Shares or Additional Shares, as the case may be, which any
Underwriter has agreed to purchase pursuant to Section 2 hereof be increased
pursuant to this Section 10 by an amount in excess of one-ninth of such number
of Firm Shares or Additional Shares, as the case may be, without the written
consent of such Underwriter. If on the Closing Date or on the Option Closing
Date, as the case may be, any Underwriter or Underwriters shall fail or refuse
to purchase Firm Shares, or Additional Shares, as the case may be, and the
aggregate number of Firm Shares or Additional Shares, as the case may be, with
respect to which such default occurs is more than one-tenth of the aggregate
number of Shares to be purchased on such date by all Underwriters and
arrangements satisfactory to you and the applicable Sellers for purchase of
such Shares are not made within 48 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter
and the applicable Sellers. In any such case which does not result in
termination of this Agreement, either you or the Sellers shall have the right
to postpone the Closing Date or the Option Closing Date, as the case may be,
but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and the Prospectus or any other
documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of any such Underwriter under this Agreement.
11. Agreements of the Selling Stockholders. Each Selling
Stockholder severally and not jointly agrees with you and the Company:
(a) To pay or to cause to be paid all transfer taxes with
respect to the Shares to be sold by such Selling Stockholder.
(b) To take all reasonable actions in cooperation with the
Company and the Underwriters to cause the Registration Statement to
become effective at the earliest possible time, to do and perform all
things to be done and performed under this Agreement prior to the
Closing Date and to satisfy all conditions precedent to the delivery
of the Shares pursuant to this Agreement.
(c) Not to offer, sell, contract to sell, grant any option to
purchase, or otherwise dispose of any common stock of the Company or
any securities convertible into or exercisable or exchangeable for
such common stock, except to the Underwriters pursuant to this
Agreement, for a period of 90 days after the date of the Prospectus
without the prior written consent of a majority of the U.S.
Underwriters; provided that, notwithstanding this clause (c), (i) DLJ
Capital Corporation and any of its affiliates who are Selling
Stockholders and the DLJ Selling Stockholders shall be permitted to
offer, sell, contract to sell, grant options to purchase or otherwise
dispose of common stock of the Company to any person (a "DLJ
Transferee") who is an affiliate of such person or who is a director,
officer or employee of DLJ Inc. or any of its affiliates; provided
that the DLJ Transferee shall be bound by the provisions of this
Section 11(c); and (ii) Management Selling Stockholders shall be
permitted to deliver shares the Company in payment of all or part of
the exercise price of options under the Company's 1994 Stock Option
Plan and to have shares withheld for the payment of taxes under the
Company's stock benefit plans.
12. Miscellaneous. Notices given pursuant to any provision of
this Agreement shall be addressed as follows: (a) if to the Company, to GTECH
Holdings Corporation, Attention: General Counsel's Office, 55 Technology
Way, West Greenwich, Rhode Island 02817, (b) if to DLJ Capital Corporation,
any Selling Stockholder that is an affiliate of DLJ Capital Corporation or any
DLJ Selling Stockholders, to DLJ Capital Corporation, 277 Park Avenue, New
York, New York 10172, Attn: General Counsel's Office, (c) if to any other
Selling Stockholder, to Thomas J. Sauser, Cynthia A. Nebergall and Brendan J.
Radigan, attorneys-in-fact, c/o Cynthia J. Nebergall, GTECH Holdings
Corporation, 55 Technology Way, West Greenwich, Rhode Island 02817, and (d)
if to any Underwriter or to you, to you c/o Donaldson, Lufkin & Jenrette
Securities Corporation, 277 Park Avenue, New York, New York 10172, Attention:
Syndicate Department, or in any case to such other address as the person to be
notified may have requested in writing.
The respective indemnities, contribution agreements,
representations, warranties and other statements of the Selling Stockholders,
the Company, its officers and directors and of the several Underwriters set
forth in or made pursuant to this Agreement shall remain operative and in full
force and effect, and will survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter or by or on behalf of the Company, the
Selling Stockholders, the officers or directors of the Company or any
controlling person of any of the foregoing, (ii) acceptance of the Shares and
payment for them hereunder and (iii) termination of this Agreement.
If this Agreement shall be terminated by the Underwriters
because of any failure or refusal on the part of the Company or the Selling
Stockholders to comply with the terms or to fulfill any of the conditions of
this Agreement, the Company and the Selling Stockholders agree to reimburse
the several Underwriters for all out-of-pocket expenses (including the
reasonable fees and disbursements of counsel) reasonably incurred by them.
Except as otherwise provided, this Agreement has been and is
made solely for the benefit of and shall be binding upon the Company, the
Sellers, the Underwriters, any controlling persons referred to herein and
their respective successors and assigns, all as and to the extent provided in
this Agreement, and no other person shall acquire or have any right under or
by virtue of this Agreement. The term "successors and assigns" shall not
include a purchaser of any of the Shares from any of the several Underwriters
merely because of such purchase.
This Agreement shall be governed and construed in accordance
with the laws of the State of New York.
This Agreement may be signed in various counterparts which
together shall constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Selling Stockholders and the several
Underwriters.
Very truly yours,
GTECH HOLDINGS CORPORATION
By____________________________
Name:
Title:
UNDERWRITING AGREEMENT
Signature Page for
Donaldson, Lufkin & Jenrette
Securities Corporation, as Custodian
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION,
as Custodian
By____________________________
Name:
Title:
UNDERWRITING AGREEMENT
Signature Page for
DLJ Capital Corporation
DLJ CAPITAL CORPORATION
By____________________________
Name:
Title:
UNDERWRITING AGREEMENT
Signature Page for
Norwest Bank Indiana, N.A.
(formerly known as
Lincoln National Bank and
Trust Company of Fort Wayne), as Trustee
NORWEST BANK INDIANA, N.A.,
as Trustee
By____________________________
Name:
Title:
UNDERWRITING AGREEMENT
Signature Page for
The Equitable Life Assurance Society
of the United States
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By____________________________
Name:
Title:
UNDERWRITING AGREEMENT
Signature Page for
Equitable Variable Life Insurance Company
EQUITABLE VARIABLE LIFE
INSURANCE COMPANY
By____________________________
Name:
Title:
UNDERWRITING AGREEMENT
Signature Page for the other
Selling Stockholders named in
Schedule III hereto
THE OTHER SELLING STOCKHOLDERS
NAMED IN SCHEDULE III HERETO
By____________________________
Name:
Title:
Accepted and agreed
June , 1996
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
SALOMON BROTHERS INC
By DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By__________________________
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH INTERNATIONAL
SALOMON BROTHERS INTERNATIONAL LIMITED
By DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By__________________________
SCHEDULE I
Number of
Firm Shares
to be
Purchased
-----------
U.S.Underwriters
- ----------------
Donaldson, Lufkin & Jenrette Securities Corporation 1,863,600
Merrill Lynch, Pierce, Fenner & Smith Incorporated 1,863,600
Salomon Brothers Inc 1,863,600
Bear Stearns & Co. Inc. 98,000
Alex. Brown & Sons Incorporated 98,000
Cowen & Company 98,000
Deutsche Morgan Grenfell/C.J. Lawrence Inc. 98,000
A.G. Edwards & Sons, Inc. 98,000
Gerard Klauer Mattison & Co., LLC 98,000
Goldman, Sachs & Co. 98,000
Lazard Freres & Co. LLC 98,000
Lehman Brothers Inc. 98,000
Montgomery Securities 98,000
Prudential Securities Incorporated 98,000
Raymond James & Associates, Inc. 98,000
Scotia Capital Markets (USA) Inc. 98,000
Smith Barney Inc. 98,000
Advest, Inc. 49,000
Arnhold and S. Bleichroeder, Inc. 49,000
Robert W. Baird & Co. Incorporated 49,000
Black & Company, Inc. 49,000
J.C. Bradford & Co. 49,000
First of Michigan Corporation 49,000
Janney Montgomery Scott Inc. 49,000
Johnston, Lemon & Co. Incorporated 49,000
McDonald & Company Securities, Inc. 49,000
Needham & Company, Inc. 49,000
The Ohio Company 49,000
Parker/Hunter Incorporated 49,000
Pennsylvania Merchant Group Ltd 49,000
Principal Financial Securities, Inc. 49,000
Sutro & Co. Incorporated 49,000
Tucker Anthony Incorporated 49,000
Van Kasper & Company 49,000
Wheat First Butcher Singer 49,000
---------
Total 7,844,800
SCHEDULE II
Number of
Firm Shares
to be
International Underwriters Purchased
- -------------------------- -----------
Donaldson, Lufkin & Jenrette Securities Corporation 465,400
Merrill Lynch International 465,400
Salomon Brothers International Limited 465,400
ABN Amro Bank N.V. 113,000
Credit Lyonnais Securities 113,000
Morgan Grenfell & Co. Limited 113,000
Banque Paribas 113,000
Societe Generale 113,000
---------
Total 1,961,200
SCHEDULE III
Selling Stockholders
Maximum
Number of
Number of Firm Additional
Name* Shares Being Sold Shares Being Sold
----- ----------------- -----------------
Donaldson, Lufkin & Jenrette 244,454 14,246
Securities Corporation
DLJ Capital Corporation 925,774 53,951
Norwest Bank Indiana, N.A., as 7,341,261 427,825
Voting Trustee
The Equitable Life Assurance 156,814 9,139
Society of the United States
Equitable Variable Life Insurance 32,447 1,891
Company
*Applegate, Kathleen 234 100
*Beason, Steve 175 75
*Bergeron, Dan 117 50
*Chambrello, Mike 2,188 938
*Chillemi, Clifford 162 69
*Friedman, Joe 263 113
*Henderson, Bob 234 100
*Kasman, Leon 585 251
*Klingman, Bob 175 75
*Markowicz, Victor 336,106 144,655
*Markowicz, Victor Trust 213,662 91,957
*Radigan, Brendan 500 -
*Snowden, Guy B. 504,148 235,058
*Guy B. Snowden Jr. Trust 3,637 -
*Sean Alexander Snowden Trust 6,066 -
*Heather Ann Snowden Trust 16,477 -
*Stephanie Snowden Trust 15,055 -
*Aubrey Lynn Snowden Trust 4,384 -
*Supron, Nick 875 375
*Tiberio, Joanne 207 89
________________
* Names marked with an asterisk are Management Selling Stockholders.
EXHIBIT 26
Executive Officers and Directors
of
Donaldson, Lufkin & Jenrette, Inc.
The names of the Directors and the names and titles of the
Executive Officers of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") and their
business addresses and principal occupations are set forth below. If no is
address given, the Director's or Executive Officer's business address is that
of DLJ at 277 Park Avenue, New York, New York 10172. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
DLJ and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* John S. Chalsty Chairman and Chief Executive Officer;
Chairman and Chief Executive Officer,
Donaldson, Lufkin & Jenrette, Inc.
* Joe L. Roby President and Chief Operating Officer;
President and Chief Operating Officer,
Donaldson, Lufkin & Jenrette, Inc.
* Claude Bebear (1) Chairman and Chief Executive Officer,
AXA AXA
23, avenue Matignon
75008 Paris, France
* Henrie de Castries (1) Executive Vice President Financial
AXA Services and Life Insurance Activities,
23, avenue Matignon AXA
75008 Paris, France
* Kevin Dolan Executive Vice President, AXA Asset
AXA Asset Management Management
40, rue de Collissee
75008 Paris, France
* Louis Harris Chairman and Chief Executive Officer,
LH Research LH Research (research)
152 East 38th Street
New York, New York 10016-2605
* Henri G. Hottingeur (2) Chairman and Chief Executive Officer,
Banque Hottingeur Banque Hottingeur (banking)
38, Rue de Provence
75009 Paris, France
* W. Edwin Jarmain (3) President, Jarmain Group Inc. (private
Jarmain Group Inc. investment holding company)
95 Wellington Street West
Suite 805
Toronto, Canada
* Francis Jungers Retired Chairman, Arabian American Oil
19880 NW Nestuccca Drive Company (oil industry)
Portland, Oregon 97229
* Joseph J. Melone President and Chief Executive Officer,
The Equitable Companies Incorporated The Equitable Companies Incorporated
787 Seventh Avenue
New York, New York 10019
* W.J. Sanders, III Chairman and Chief Executive Officer,
Advanced Micro Devices, Inc. Advanced Micro Devices
901 Thompson Place
Sunnyvale, CA 94086
* Jerry M. de St. Paer Executive Vice President and Chief
The Equitable Companies Incorporated Financial Officer, The Equitable
787 Seventh Avenue Companies Incorporated
New York, New York 10019
* John C. West Former Ambassador to Saudi Arabia
Bothea, Jordan & Griffin
23B Shelter Cove
Hilton Head Island, SC 29928
* Carl B. Menges Vice Chairman of the Board
* Hamilton E. James Managing Director
* Richard S. Pecther Managing Director
* Theodore P. Shen Managing Director
* Anthony F. Daddino Executive Vice President and Chief
Financial Officer
* Robert J. Albano Senior Vice President and Director of
Compliance and Regulatory Affairs
Michael M. Bendik Senior Vice President and Chief
Accounting Officer
Michael A. Boyd Senior Vice President and General
Counsel
Joseph D. Donnelly Senior Vice President and Associate
One Pershing Plaza General Counsel
Jersey City, New Jersey 07599
Stuart S. Flamberg Senior Vice President and Director of
Taxes
Roy A. Garman Senior Vice President and Controller
Charles J. Hendrickson Senior Vice President and Treasurer
Gerald B. Rigg Senior Vice President and Director of
Human Resources
Thomas E. Siegler Senior Vice President and Secretary
Lucia D. Swanson Senior Vice President and Associate
General Counsel
_______________________________
* Director
(1) Citizen of the Republic of France
(2) Citizen of Canada
(3) Citizen of Switzerland
EXHIBIT 27
Executive Officers and Directors
of
DLJ Capital Corporation
The names of the Directors and the names and titles of the
Executive Officers of DLJ Capital Corporation ("DLJCC") and their business
addresses and principal occupations are set forth below. Each Director's or
Executive Officer's business address is that of DLJCC at 277 Park Avenue, New
York, New York 10172. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to DLJCC and each individual is a United
States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Richard E. Kroon President and Chief Executive Officer
* Anthony F. Daddino Vice President; Executive Vice President and
Chief Financial Officer, Donaldson, Lufkin
& Jenrette, Inc.
* Thomas E. Siegler Secretary and Treasurer, Senior Vice
President and Secretary, Donaldson, Lufkin
& Jenrette, Inc.
_____________________
* Director
EXHIBIT 28
Executive Officers and Directors
of
Donaldson, Lufkin & Jenrette Securities Corporation
The names of the Directors and the names and titles of the Executive
Officers of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") and
their business addresses and principal occupations are set forth below. If no
address is given the Director's or Executive Officer's business address is
that of DLJSC at 277 Park Avenue, New York, New York 10172. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
DLJSC and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* John S. Chalsty Chairman and Chief Executive Officer;
Chairman and Chief Executive Officer,
Donaldson, Lufkin & Jenrette, Inc.
* Joe L. Roby President and Chief Operating Officer;
President and Chief Operating Officer,
Donaldson, Lufkin & Jenrette, Inc.
* Carl B. Menges Vice Chairman of the Board; Vice Chairman of
the Board, Donaldson, Lufkin & Jenrette, Inc.
* Hamilton E. James Managing Director; Managing Director,
Donaldson, Lufkin & Jenrette, Inc.
* Richard S. Pecther Managing Director; Managing Director,
Donaldson, Lufkin & Jenrette, Inc.
* Theodore P. Shen Managing Director; Managing Director,
Donaldson, Lufkin & Jenrette, Inc.
* Anthony F. Daddino Executive Vice President and Chief Financial
Officer; Executive Vice President and Chief
Financial Officer, Donaldson, Lufkin & Jenrette,
Inc.
______________________
* Director
EXHIBIT 29
Executive Officers and Directors
of
The Equitable Companies Incorporated
The names of the Directors and the names and titles of the
Executive Officers of The Equitable Companies Incorporated ("EQ") and their
business addresses and principal occupations are set forth below. If no is
address given, the Director's or Executive Officer's business address is that
of EQ at 787 Seventh Avenue, New York, New York 10019. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
EQ and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Claude Bebear Chairman of the Board; Chairman and
AXA Chief Executive Officer, AXA
23, avenue Matignon
75008 Paris, France
* James M. Benson Senior Executive Vice President and Chief
Operating Officer; President and Chief
Executive Officer, The Equitable Life
Assurance Society of the United States
* Henrie de Castries (1) Vice Chairman of the Board; Executive
AXA Vice President Financial Services and Life
23, avenue Matignon Insurance Activities (outside of France),
75008 Paris, France AXA
* John S. Chalsty Chairman and Chief Executive Officer,
Donaldson, Lufkin & Jenrette, Inc. Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, NY 10172
Jerry M. de St. Paer Senior Executive Vice President and
Chief Financial Officer; Executive Vice
President, The Equitable Life Assurance
Society of the United States
* Joseph L. Dionne Chairman and Chief Executive Officer,
The McGraw Hill Companies The McGraw Hill Companies (publishing)
1221 Avenue of the Americas
New York, NY 10020
* William T. Esrey Chairman of the Board and Chief
Sprint Corporation Executive Officer, The Sprint Corporation
P.O. Box 11315 (telecommunications)
Kansas City, MO 64112
* Jean-Rene Fourtou (1) Chairman and Chief Executive Officer,
Rhone-Poulenc S.A. Rhone-Poulenc S.A. (industry)
25 quai Paul Doumer
92408 Courbevoie
France
Robert E. Garber Executive Vice President and General
Counsel
* Donald J. Greene Partner, LeBoeuf, Lamb, Greene &
LeBoeuf, Lamb, Green & MacRae MacRae (law firm)
125 West 55th Street
New York, NY 10019
* Anthony Hamilton (2) Group Chairman and Chief Executive
25 Wilson Street Officer, Fox-Pitt, Kelton Group Limited
London, England EC2M 2SJ (Finance)
* John T. Hartley Retired Chairman and Chief Executive
Harris Corporation Officer, Harris Corporation (manufacturer
1025 Nasa Boulevard of electronic, telephone and copying
Melbourne, FL 32919 systems)
* John H.F. Haskell, Jr. Director and Managing Director, Dillon,
Dillon, Read & Co., Inc. Read & Co., Inc. (investment banking
535 Madison Avenue firm)
New York, NY 10028
* W. Edwin Jarmain (3) President, Jarmain Group Inc. (private
Jarmain Group Inc. investment holding company)
95 Wellington Street West
Suite 805
Toronto, Ontario M5J 2N7
Canada
* Winthrop Knowlton Chairman, Knowlton Brothers, Inc.
Knowlton Brothers, Inc. (private investment firm); President and
530 Fifth Avenue Chief Executive Officer, Knowlton
New York, NY 10036 Associates, Inc. (consulting firm)
* Arthur L. Liman Partner, Paul, Weiss, Rifkind, Wharton &
Paul, Weiss, Rifkind, Wharton & Garrison (law firm)
Garrison
1285 Avenue of the Americas
New York, NY 10019
Joanne T. Marren Senior Vice President and Deputy General
Counsel
William T. McCaffrey Executive Vice President and Chief
Administrative Officer; Senior Executive
Vice President and Chief Operating
Officer, The Equitable Life Assurance
Society of the United States
* Joseph J. Melone Chief Executive Officer and President;
Chairman of the Board, The Equitable
Life Assurance Society of the United
States
Peter D. Noris Executive Vice President and Chief
Investment Officer; Executive Vice
President and Chief Investment Oficer,
The Equitable Life Assurance Society of
the United States
* Didier Pineau-Valencienne Chairman and Chief Operating Officer
64-70, avenue Jean Baptise Clement Schneider S.A. (electric equipment)
92646 Boulogne Cedex, France
* George J. Sella, Jr. Retired Chairman, President and Chief
American Cyanamid Company Executive Officer, American Cyanamid
P.O. Box 3017 Company (manufacturer pharmaceutical
Newton, NJ 07860 products and agricultural products)
Jose Suquet Executive Vice President; Executive Vice
President and Chief Agency Officer; The
Equitable Life Assurance Society of the
United States
Stanley B. Tulin Executive Vice President; Senior
Executive Vice President and Chief
Financial Officer, The Equitable
Companies Incorporated
* Dave H. Williams Chairman and Chief Executive Officer,
Alliance Capital Alliance Capital Management Corp.
Management Corporation (investment company)
1345 Avenue of the Americas
New York, NY 10105
_______________________________
* Director
____________
(1) Citizen of the Republic of France
(2) Citizen of United Kingdom
(3) Citizen of Canada
EXHIBIT 30
Executive Officers and Directors
of
The Equitable Life Assurance Society of the United States
The names of the Directors and the names and titles of the
Executive Officers of The Equitable Life Assurance Society of the United
States ("Equitable") and their business addresses and principal occupations
are set forth below. If no address is given, the Director's or Executive
Officer's business address is that of Equitable at 787 Seventh Avenue, New
York, New York 10019. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to Equitable and each individual is a
United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Claude Bebear (1) Chairman and Chief Executive Officer
AXA AXA
23, avenue Matignon
75008 Paris, France
* James M. Benson President and Chief Executive Officer;
Senior Executive Vice President and Chief
Operating Officer, The Equitable
Companies Incorporated
* Christopher J. Brocksom (2) Chief Executive Officer, AXA Equity and
AXA Equity and Law Law Life Assurance Society
Amersham Road
High Wycombe
Buckinghamshire HP13 5AL
England
* Francoise Colloc'h Executive Vice President, Culture,
AXA S.A. Management and Public Relations, AXA
23, avenue Matignon
75008 Paris, France
* Henrie de Castries (1) Executive Vice President Financial
AXA Services and Life Insurance Activities
23, avenue Matignon (outside of France), AXA
75008 Paris, France
Jerry M. de St. Paer Executive Vice President; Senior
Executive Vice President and Chief
Financial Officer, The Equitable
Companies Incorporated
* Joseph L. Dionne Chairman and Chief Executive Officer,
The McGraw Hill Companies The McGraw Hill Companies (publishing)
1221 Avenue of the Americas
New York, NY 10020
* William T. Esrey Chairman of the Board and Chief
Sprint Corporation Executive Officer, The Sprint Corporation
P.O. Box 11315 (telecommunications)
Kansas City, MO 64112
* Jean-Rene Fourtou (1) Chairman and Chief Executive Officer,
Rhone-Poulenc S.A. Rhone-Poulenc S.A. (industry)
25 quai Paul Doumer
92408 Courbevoie
France
* Norman C. Francis President, Xavier University of Louisiana
Xavier University of Louisiana
7235 Palmetto Street
New Orleans, LA 70125
Robert E. Garber Executive Vice President and General
Counsel; Executive Vice President and
General Counsel, The Equitable
Companies Incorporated
* Donald J. Greene Partner, LeBoeuf, Lamb, Greene &
LeBoeuf, Lamb, Green & MacRae MacRae (law firm)
125 West 55th Street
New York, NY 10019
* Anthony Hamilton (2) Group Chairman and Chief Executive
35 Wilson Street Officer, Fox-Pitt, Kelton Group Limited
London, England EC2M 2SJ (finance)
* John T. Hartley Retired Chairman and Chief Executive
Harris Corporation Officer, Harris Corporation (manufacturer
1025 Nasa Boulevard of electronic, telephone and copying
Melbourne, FL 32919 systems)
* John H.F. Haskell, Jr. Director and Managing Director, Dillon,
Dillon, Read & Co., Inc. Read & Co., Inc. (investment banking
535 Madison Avenue firm)
New York, NY 10028
* W. Edwin Jarmain (3) President, Jarmain Group Inc. (private
Jarmain Group Inc. investment holding company)
95 Wellington Street West
Suite 805
Toronto, Ontario M5J 2N7
Canada
* G. Donald Johnston, Jr. Retired Chairman and Chief Executive
184-400 Ocean Road Officer, JWT Group, Inc. (advertising)
John's Island
Vero Beach, FL 32963
* Winthrop Knowlton Chairman, Knowlton Brothers, Inc.
Knowlton Brothers, Inc. (private investment firm); President and
530 Fifth Avenue Chief Executive Officer, Knowlton
New York, NY 10036 Associates, Inc. (consulting firm)
* Arthur L. Liman Partner, Paul, Weiss, Rifkind, Wharton &
Paul, Weiss, Rifkind, Wharton & Garrison (law firm)
Garrison
1285 Avenue of the Americas
New York, NY 10019
* George T. Lowry Counselor-at-Law, Partner, Cravath,
Cravath, Swaine & Moore Swaine & Moore (law firm)
825 Eighth Avenue
New York, NY 10019
Joanne T. Marren Senior Vice President and Deputy General
Counsel
* William T. McCaffrey Senior Executive Vice President and Chief
Operating Officer; Executive Vice
President and Chief Administrative
Officer, The Equitable Companies
Incorporated
* Joseph J. Melone Chairman of the Board; President and
Chief Executive Officer, The Equitable
Companies Incorporated
Peter D. Noris Executive Vice President and Chief
Investment Officer; Executive Vice
President and Chief Investment Officer,
The Equitable Companies Incorporated
* Didier Pineau-Valencienne Chairman and Chief Executive Officer
64-70, avenue Jean Baptise Clement Schneider S.A. (electric equipment)
92646 Boulogne Cedex, France
* George J. Sella, Jr. Retired Chairman and Chief Executive
American Cyanamid Company Officer, American Cyanamid Company
P.O. Box 3017 (manufacturer pharmaceutical products
Newton, NJ 07860 and agricultural products)
Jose Suquet Executive Vice President and Chief
Agency Officer; Executive Vice President,
The Equitable Companies Incorporated
Stanley B. Tulin Senior Executive Vice President and Chief
Financial Officer; Executive Vice
President, The Equitable Companies
Incorporated
* Dave H. Williams Chairman and Chief Executive Officer,
Alliance Capital Alliance Capital Management Corp.
Management Corporation (investment company)
1345 Avenue of the Americas
New York, NY 10105
______________________________
* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Canada
EXHIBIT 31
Executive Officers and Directors
of
Equitable Variable Life Insurance Company
The names of the Directors and the names and titles of the
Executive Officers of Equitable Variable Life Insurance Company ("EVLICO") and
their business addresses and principal occupations are set forth below. If no
address is given, the Director's or Executive Officer's business address is
that of Equitable at 787 Seventh Avenue, New York, New York 10019. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Equitable and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Michael Beaulieu Senior Vice President, The Equitable Life
Assurance Society of the United States
* James M. Benson President and Chief Executive Officer;
President and Chief Executive Officer,
The Equitable Life Assurance Society of
the United States
* Harvey E. Blitz Vice President; Senior Vice President and
Deputy Chief Financial Officer, The
Equitable Life Assurance Society of the
United States
* Laurent Clamagirand (1) Vice President, The Equitable Life
Assurance Society of the United States
* Denis Duverne (1) Senior Vice President International Life,
AXA AXA
23, avenue Matignon
75008 Paris, France
* Jerry M. de St. Paer Senior Investment Officer; Senior
Executive Vice President and Chief
Financial Officer, The Equitable
Companies Incorporated
* Gordon G. Dinsmore Senior Vice President; Senior Vice
President, The Equitable Life Assurance
Society of the United States
J. Thomas Liddle Senior Vice President and Chief Financial
Officer; Senior Vice President and Chief
Valuation Actuary, The Equitable Life
Assurance Society of the United States
Dennis W. Loring Senior Vice President; Senior Vice
President, The Equitable Life Assurance
Society of the United States
* William T. McCaffrey Senior Executive Vice President and Chief
Operating Officer, The Equitable Life
Assurance Society of the United States
* Joseph J. Melone Chairman of the Board; President and
Chief Executive Officer, The Equitable
Companies Incorporated
* Peter D. Noris Executive Vice President and Chief
Investment Officer; Executive Vice
President and Chief Investment Officer,
The Equitable Life Assurance Society of
the United States
* Michael J. Rich Senior Vice President and Chief
Underwriting Officer, The Equitable Life
Assurance Society of the United States
* Samuel B. Schlesinger Senior Vice President; Senior Vice
President, The Equitable Life Assurance
Society of the United States
* Jose S. Suquet Executive Vice President and Chief
Agency Officer, The Equitable Life
Assurance Society of the United States
Timothy J. Welch Senior Vice President; Senior Vice
President, The Equitable Life Assurance
Society of the United States
* Dennis D. Witte Senior Vice President; Senior Vice
President, The Equitable Life Assurance
Society of the United States
______________________
* Director
(1) Citizen of the Republic of France
EXHIBIT 32
Executive Officers and
Members of Conseil d'Administration
of
AXA
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA and their business addresses
and principal occupations are set forth below. If no address is given, the
Member's or Executive Officer's business address is that of AXA at 23, avenue
Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation
set forth opposite an individual's name refers to AXA and each individual is a
citizen of the Republic of France.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
*Claude Bebear Chairman and Chief Executive Officer
*Antoine Bernheim Chairman and Chief Executive Officer,
Piazza Duca Degli Abruzzi 2 Assicurazioni Generali S.p.A. (insurance)
34132 Trieste, Italy
Henri de Castries Executive Vice President, Financial
Services and Life Insurance Activities
(outside of France)
Francoise Colloc'h Executive Vice President, Human
Resources and Public Relations
*Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de
90, rue de Miromesnil Navigation Charles Schiaffino
75008 Paris, France (transportation)
*David Dautresme Partner and Managing Director Lazard
121, boulevard Haussman Freres et Cie (investment banking)
75008 Paris, France
*Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
*Michel Francois-Poncet Chairman of the Supervisory Board of
3, rue d'Autin Compagnie Financiere Paribas and Banque
75002 Paris, France Paribas (financial services and banking)
*Patrice Garnier Retired
*Gianfranco Gutty (1) Director and Executive Officer,
Piazza Duca Degli Abruzzi 2 Assicurazioni Generali S.p.A. (insurance)
34132 Trieste, Italy
*Anthony Hamilton (2) Group Chairman and Chief Executive
35 Wilson Street Officer, Fox-Pitt, Kelton Group Limited
London, England EC2M 2SJ (finance)
*Henri Hottinguer (3) Chairman and Chief Executive Officer,
38, rue de Provence Banque Hottinguer (banking)
75009 Paris, France
*Richard H. Jenrette (4) Retired
787 Seventh Avenue
New York, New York 10019
*Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
Gerard de la Martiniere Executive Vice President, Corporate
Finance and Administrative Services
*Didier Pineau-Valencienne Chief Executive Officer, Schneider S.A.
64-70, avenue Jean Baptiste Clement (electric equipment)
92646 Boulogne Cedex, France
Claude Tendil Executive Vice President, Insurance
Activities (in France) and Non-Life and
Composite Insurance Activities (outside of
France)
___________________________
* Member, Conseil d'Administration
(1) Citizen of Italy
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland
(4) Citizen of the United States of America
EXHIBIT 33
Executive Officers and
Members of Conseil d'Administration
of
FINAXA
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Finaxa and their business
addresses and principal occupations are set forth below. If no address is
given, the Member's or Executive Officer's business address is that of Finaxa
at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Finaxa and each
individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
*Claude Bebear Chairman and Chief Executive Officer;
Chairman and Chief Executive Officer,
AXA
*Henri de Castries Executive Vice President, Financial
Services and Life Insurance Activities
(outside of France), AXA
*Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de
90, rue de Miromesnil Navigation Charles Schiaffino
75008 Paris, France (transportation)
*Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
*Michel Francois-Poncet Chairman of the Supervisory Board of
3, rue d'Autin Compagnie Financiere Paribas and Banque
75002 Paris, France Paribas (financial services and banking)
*Patrice Garnier Retired
*Henry Hottinguer (1) Chairman and Chief Executive Officer,
38, rue de Provence Banque Hottinguer (banking)
75009 Paris, France
*Paul Hottinguer (1) Assistant Chairman and Chief Executive
38, rue de Provence Officer, Banque Hottinguer (banking)
75009 Paris, France
*Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
*Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan, France
______________________________
* Member, Conseil d'Administration
(1) Citizen of Switzerland
EXHIBIT 34
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA Assurances I.A.R.D. Mutuelle
and their business addresses and principal occupations are set forth below.
If no address is given, the Member's or Executive Officer's business address
is that of AXA Assurances I.A.R.D. Mutuelle at 21/25, rue de Chateaudun, 75009
Paris, France. Unless otherwise indicated, each occupation set forth opposite
an individual's name refers to AXA Assurances I.A.R.D. Mutuelle and each
individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
*Claude Bebear Chairman and Chief Executive Officer;
23, avenue Matignon Chairman and Chief Executive Officer,
75008 Paris, France AXA
Jean-Luc Bertozzi Assistant Chief Executive Officer
21/25, rue de Chateaudun
75009 Paris, France
*Henri de Castries Executive Vice President, Financial
23, avenue Matignon Services and Life Insurance Activities
75008 Paris, France (outside of France), AXA
*Jean-Pierre Chaffin Manager, Federation de la Metallurgie
5, rue la Bruyere (industry)
75009 Paris, France
*Gerard Coutelle Retired
*Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
*Patrice Garnier Retired
*Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
*Francoise Richer Retired
*Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan, France
*Claude Tendil General Manager; Executive Vice
23, avenue Matignon President, Insurance Activities (in France)
75008 Paris, France and Non-Life and Composite Insurance
Activities (outside of France)
*Nicolas Thiery Chairman and Chief Executive Officer,
6 Cite de la Chapelle Etablissements Jaillard (management
75018 Paris, France consulting)
*Francis Vaudour Chief Executive Officer, Segafredo
14, boulevard Industriel Zanetti France S.A. (coffee importing and
76301 Sotteville les Rouen, France processing)
______________________________
* Member, Conseil d'Administration
EXHIBIT 35
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA Assurances Vie Mutuelle and
their business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of AXA Assurances Vie Mutuelle at 21/25, rue de Chateaudun, 75009 Paris,
France. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to AXA Assurances Vie Mutuelle and each individual is
a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
*Claude Bebear Chairman and Chief Executive Officer;
23, avenue Matignon Chairman and Chief Executive Officer,
75008 Paris, France AXA
Jean-Luc Bertozzi Assistant Chief Executive Officer
21/25, rue de Chateaudun
75009 Paris, France
*Henri de Castries Executive Vice President, Financial
23, avenue Matignon Services and Life Insurance Activities
75008 Paris, France (outside of France), AXA
*Jean-Pierre Chaffin Manager, Federation de la Metallurgie
5, rue la Bruyere (industry)
75009 Paris, France
*Henri de Clermont-Tonnerre Chairman, Societe de'Armement et de
90, rue de Miromesnil Navigation Charles Schiaffino
75008 Paris, France (transportation)
*Gerard Coutelle Retired
*Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
*Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
*Francoise Richer Retired
*Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan, France
*Claude Tendil General Manager; Executive Vice
23, avenue Matignon President, Insurance Activities (in France)
75008 Paris, France and Non-Life and Composite Insurance
Activities (outside of France)
*Nicolas Thiery Chairman and Chief Executive Officer,
6 Cite de la Chapelle Etablissements Jaillard (management
75018 Paris, France consulting)
*Francis Vaudour Chief Executive Officer, Segafredo
14, boulevard Industriel Zanetti France S.A. (coffee importing and
76301 Sotteville les Rouen, France processing)
______________________________
* Member, Conseil d'Administration
EXHIBIT 36
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Alpha Assurances Vie Mutuelle
and their business addresses and principal occupations are set forth below.
If no address is given, the Member's or Executive Officer's business address
is that of Alpha Assurances Vie Mutuelle at Tour Franklin 100/101, Terrasse
Boildieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
Alpha Assurances Vie Mutuelle and each individual is a citizen of the Republic
of France.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
*Claude Bebear Chairman and Chief Executive Officer;
23, avenue Matignon Chairman and Chief Executive Officer,
75008 Paris, France AXA
*Henri de Castries Executive Vice President, Financial
23, avenue Matignon Services and Life Insurance Activities
75008 Paris, France (outside of France), AXA
*Henri de Clermont-Tonnerre Chairman, Societe de'Armement et de
90, rue de Miromesnil Navigation Charles Schiaffino
75008 Paris, France (transportation)
*Claude Fath Manager
*Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
*Patrice Garnier Retired
*Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
*Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan, France
*Claude Tendil General Manager; Executive Vice
23, avenue Matignon President, Insurance Activities (in France)
75008 Paris, France and Non-Life and Composite Insurance
Activities (outside of France)
*Francis Vaudour Chief Executive Officer, Segafredo
14, boulevard Industriel Zanetti France S.A. (coffee importing and
76301 Sotteville les Rouen processing)
France
______________________________
* Member, Conseil d'Administration
EXHIBIT 37
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Alpha Assurances I.A.R.D.
Mutuelle and their business addresses and principal occupations are set forth
below. If no address is given, the Member's or Executive Officer's business
address is that of Alpha Assurances I.A.R.D. Mutuelle at Tour Franklin
100/101, Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Alpha Assurances I.A.R.D. Mutuelle and each individual is a citizen
of the Republic of France.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
*Claude Bebear Chairman and Chief Executive Officer;
23, avenue Matignon Chairman and Chief Executive Officer,
75008 Paris, France AXA
*Henry Brischoux Manager, AXA
23, avenue Matignon
75008 Paris, France
*Henri de Castries Executive Vice President, Financial
23, avenue Matignon Services and Life Insurance Activities
75008 Paris, France (outside of France), AXA
*Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de
90, rue de Miromesnil Navigation Charles Schiaffino
75008 Paris, France (transportation)
*Bernard Cornille Audit Manager, AXA
23, avenue Matignon
75008 Paris, France
*Claude Fath Manager, Alpha Assurances Vie Mutuelle
*Patrice Garnier Retired
*Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
*Claude Peter Retired
*Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan, France
*Claude Tendil General Manager; Executive Vice
23, avenue Matignon President, Insurance Activities (in France)
75008 Paris, France and Non-Life and Composite Insurance
Activities (outside of France)
________________________
* Member, Conseil d'Administration
EXHIBIT 38
Executive Officers and
Members of Conseil d'Administration
of
UNI EUROPE ASSURANCE MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Uni Europe Assurance Mutuelle
and their business addresses and principal occupations are set forth below.
If no address is given, the Member's or Executive Officer's business address
is that of Uni Europe Assurance Mutuelle at 24, rue Druout, 75009 Paris,
France. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to Uni Europe Assurance Mutuelle and each individual
is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
*Claude Bebear Chairman and Chief Executive Officer;
23, avenue Matignon Chairman and Chief Executive Officer,
75008 Paris, France AXA
*Henri de Castries Executive Vice President, Financial
23, avenue Matignon Services and Life Insurance Activities
75008 Paris, France (outside of France), AXA
*Francis Cordier Chairman and Chief Executive Officer,
rue Nicephone Niepce BP 232 76304 Group Demay Lesieur (food industry)
Sotteville Les Rouen, France
*Gerard Coutelle Retired
*Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
*Patrice Garnier Retired
*Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
*Francis Magnan Chairman and Chief Executive Officer,
50, boulevard des Dames Groupe Daher (air and sea transportation)
13002 Marseille, France
*Jean de Ribes Chief Executive Officer, Banque Rivaud
13, rue Notre Dame des Victoires (banking)
75008 Paris, France
*Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan, France
*Jean-Paul Saillard Corporate Secretary, AXA
23, avenue Matignon
75008 Paris, France
*Claude Tendil General Manager; Executive Vice
23, avenue Matignon President, Insurance Activities (in France)
75008 Paris, France and Non-Life and Composite Insurance
Activities (outside of France)
________________________
* Member, Conseil d'Administration
