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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
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INTERNATIONAL GAME TECHNOLOGY
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(Name of Issuer and Person Filing Statement)
Common Stock, par value $.000625 per share
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(Title of Class of Securities)
459902102
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(CUSIP Number of Class of Securities)
Sara Beth Brown
Vice President and General Counsel
International Game Technology
9295 Prototype Drive
Reno, Nevada 89511
(775) 448-7777
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
Copy to:
J. Jay Herron, Esq.
Stephanie I. Splane, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
(949) 760-9600
December 9, 1999
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(Date Tender Offer First Published, Sent or Given to Security Holders)
This Amendment No. 1 modifies and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated December 9, 1999, filed by
International Game Technology, a Nevada corporation (the "Issuer"). Capitalized
terms not defined herein shall have the meanings given to them in the Statement.
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ITEM 1. SECURITY AND ISSUER.
Item 1, paragraph (b) is amended by adding the following:
(b) On January 10, 2000, the Issuer issued a press release announcing
the preliminary results of its issuer tender offer. A copy of this press release
is filed as Exhibit (a) (11) hereto, and is incorporated herein by reference. On
January 14, 2000, the Issuer issued a press release announcing the final results
of its issuer tender offer. A copy of this press release is filed as Exhibit (a)
(12) hereto, and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release dated January 10, 2000.
(a)(12) Press Release dated January 14, 2000.
SIGNATURE
After due 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.
INTERNATIONAL GAME TECHNOLOGY
By: /s/ MAUREEN T. MULLARKEY
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Maureen T. Mullarkey
Chief Financial Officer and
Vice President, Finance
Dated: January 14, 2000
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INDEX TO EXHIBITS
Item Description Page
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(a)(11) Press Release dated January 10, 2000.
(a)(12) Press Release dated January 14, 2000.
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EXHIBIT (a)(11)
International Game Technology Announces Preliminary Results of the Company's $21
Cash Tender Offer
RENO, Nev., Jan. 10 /PRNewswire/ -- International Game Technology
(NYSE: IGT) announced the preliminary results of the Company's tender offer to
purchase 11,000,000 shares at $21 per share, which expired Friday, January 7,
2000 at 12:00 midnight, New York City time.
Based on the preliminary count, subject to final verification,
approximately 24,853,656 shares of the Company's common stock were tendered,
representing 28.9% of the outstanding shares, including approximately 10,743,167
shares which were tendered through Notices of Guaranteed Delivery. Since more
shares were tendered than the 11,000,000 authorized in the tender offer, those
shares to be purchased are subject to proration.
Depending on the number of shares ultimately delivered and the number
of odd lots included in those deliveries, the proration of shares to be
purchased may change. Based on the preliminary count, subject to final
verification and upon approval of the Company's Board of Directors, the
proration of shares to be purchased is expected to be approximately 44.3% of the
shares tendered assuming the receipt of all the shares tendered through Notices
of Guaranteed Delivery. Payment for the shares properly tendered and accepted
will be made as soon as practicable.
Statements in this release which are not historical facts are "forward
looking" statements and "safe harbor statements" under the Private Securities
Litigation Reform Act of 1995 that involve risks and/or uncertainties, including
risks and/or uncertainties as described in the Company's public filings with the
Securities and Exchange Commission.
IGT is a world leader in the design, development and manufacture of
microprocessor-based gaming products and software systems in all jurisdictions
where gaming is legal.
SOURCE: International Game Technology
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EXHIBIT (a)(12)
International Game Technology Announces Final Results of the Company's $21 Cash
Tender Offer
RENO, Nev., Jan. 14 /PRNewswire/ -- International Game Technology
(NYSE: IGT) announced the final results of the Company's tender offer to
purchase 11,000,000 shares at $21 per share, which expired Friday, January 7,
2000 at 12:00 midnight, New York City time.
A total of 24,553,213 shares of the Company's common stock were
tendered, of which the Company has accepted 11,000,000 shares for payment.
Included in the total amount of shares tendered were 10,442,724 shares delivered
pursuant to guaranteed delivery procedures. The Company had received Notices of
Guaranteed Delivery for approximately 10,743,167 shares. Since more shares were
tendered than the 11,000,000 sought in the tender offer, those shares to be
purchased are subject to proration. Based on the final count, the proration of
shares to be purchased is approximately 44.9% of the shares tendered, excluding
odd lot shares. Payment for the shares properly tendered and accepted will be
made promptly.
Statements in this release which are not historical facts are "forward
looking" statements and "safe harbor statements" under the Private Securities
Litigation Reform Act of 1995 that involve risks and/or uncertainties, including
risks and/or uncertainties as described in the Company's public filings with the
Securities and Exchange Commission.
IGT is a world leader in the design, development and manufacture of
microprocessor-based gaming products and software systems in all jurisdictions
where gaming is legal.
SOURCE: International Game Technology
