CUSIP No. 0000533231 Page 1 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Autotote Corporation
___________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value
___________________________________________________________________
(Title of Class of Securities)
0000533231
___________________________________________________________________
(CUSIP Number)
Lawrence, Tyrrell, Ortale William J. Hewitt, Esq.
& Smith Reboul, MacMurray, Hewitt,
515 Madison Avenue Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Larry J. Lawrence New York, New York 10111
Tel. (212) 826-9080 Tel. (212) 841-5700
___________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 1997
_______________________________
(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 follow-
ing box [ ].
<PAGE>
CUSIP No. 0000533231 Page 2 of 10 Pages
___________________________________________________________________________
1) Name of Reporting Person Lawrence, Tyrrell,
S.S. or I.R.S. Identification Ortale & Smith
No. of Above Person
___________________________________________________________________________
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
___________________________________________________________________________
3) SEC Use only
___________________________________________________________________________
4) Source of Funds Not Applicable
___________________________________________________________________________
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
___________________________________________________________________________
6) Citizenship or Place
of Organization New York
___________________________________________________________________________
Number of 7) Sole Voting 965,469 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value (issuable
Reporting upon exercise of
Person: warrants)
________________________________________
8) Shared Voting
Power -0-
________________________________________
9) Sole Disposi- 965,469 shares of
tive Power Common Stock, $.01
par value (issuable
upon exercise of warrants)
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
11) Aggregate Amount Beneficially 965,469 shares of
Owned by Each Reporting Person Common Stock, $.01
par value (issuable upon exer-
cise of warrants)
_________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares<PAGE>
CUSIP No. 0000533231 Page 3 of 10 Pages
_________________________________________________________________
13) Percent of Class
Represented by 2.7%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
_________________________________________________________________
<PAGE>
CUSIP No. 0000533231 Page 4 of 10 Pages
_________________________________________________________________
1) Name of Reporting Person Larry J. Lawrence
S.S. or I.R.S. Identification
No. of Above Person
_________________________________________________________________
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
_________________________________________________________________
3) SEC Use only
_________________________________________________________________
4) Source of Funds Not Applicable
_________________________________________________________________
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
_________________________________________________________________
6) Citizenship or Place
of Organization United States
_________________________________________________________________
Number of 7) Sole Voting 998,049 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value (includes
Reporting 41,472 shares
Person: issuable upon
exercise of
warrants)
________________________________________
8) Shared Voting 965,469 shares of
Common Stock, $.01
par value (issuable upon
exercise of warrants)
________________________________________
9) Sole Disposi- 998,049 shares of
tive Power Common Stock, $.01
par value (includes 41,742
shares issuable upon exercise
of warrants)
________________________________________
10) Shared Dis- 965,469 shares of
positive Common Stock, $.01
Power par value (issuable <PAGE>
CUSIP No. 0000533231 Page 5 of 10 Pages
upon exercise of
warrants)
________________________________________
11) Aggregate Amount Beneficially 1,963,518 shares of
Owned by Each Reporting Person Common Stock, $.01
par value (includes
1,007,211 issuable
upon exercise of
warrants)
_________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by 5.4%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person IN
_________________________________________________________________<PAGE>
CUSIP No. 0000533231 Page 6 of 10 Pages
Amendment No. 6 to Schedule 13D
________________________________
Reference is hereby made to the statement on Schedule 13D
originally filed with the Securities and Exchange Commission on May 7,
1990, as amended by Amendment No. 1 thereto filed on January 17, 1991,
Amendment No. 2 thereto filed on November 19, 1991, Amendment No. 3 thereto
filed on December 11, 1992, Amendment No. 4 thereto filed on October 25,
1993 and Amendment No. 5 thereto filed on September 2, 1994 (as so amended,
the "Schedule 13D").
Item 1. Security and Issuer.
___________________
This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of Autotote Corporation, a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at
750 Lexington Avenue, 25th Floor, New York, New York 10022.
Item 2. Identity and Background.
_______________________
(a) This statement is being filed by Lawrence, Tyrrell, Ortale &
Smith, a New York limited partnership ("LTOS"), and Larry J. Lawrence ("Mr.
Lawrence"). LTOS and Mr. Lawrence may sometimes hereinafter be referred to<PAGE>
CUSIP No. 0000533231 Page 7 of 10 Pages
as the "Reporting Persons". The Reporting Persons are making this single
joint filing because they may be deemed to be a "group" within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
(b)-(c) The principal business address of LTOS is 515 Madison
Avenue, New York, New York 10022. The principal business of LTOS is a
private investment partnership. Mr. Lawrence's principal business address
is 515 Madison Avenue, New York, New York 10022, and his principal
occupation is as a general partner of Lawrence Venture Partners, a New York
general partnership ("LVP"), which is the sole general partner of LTOS.
LVP's principal business address is 515 Madison Avenue, New York, New York
10022. The general partners of LVP are all citizens of the United States,
and, in addition to Mr. Lawrence, they are (i) Richard W. Smith, whose
principal business address is 515 Madison Avenue, New York, New York
10022, (ii) Brian T. Horey, whose principal business address is 515 Madison
Avenue, New York, New York 10022, (iii) W. Patrick Ortale, III, whose
principal business address is 3100 West End Avenue, Nashville, Tennessee
37203 and (iv) Jack Tyrrell, whose principal business address is 3100 West
End Avenue, Nashville, Tennessee 37203.
(d) None of the entities or persons identified in this Item 2
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2
has, during the last five years, been 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 judgement, 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.
Item 3. Source and Amount of Funds or Other Consideration.
_________________________________________________
Not applicable to the transactions to which this statement
relates. The source and amount of funds or other consideration for
acquisitions of securities of the Issuer by the Reporting Persons in
transactions dating back to April 26, 1990 have previously been reported in
the Schedule 13D.
Item 4. Purpose of Transaction.
______________________
The initial acquisition of securities of the Issuer by the
Reporting Persons resulted from the acquisition by the Issuer (then named
"United Tote, Inc.") of Autotote Systems, Incorporated, pursuant to which
the Reporting Persons exchanged securities of Autotote Systems, Incorporat-
ed for securities of the Issuer. The Reporting Persons have held<PAGE>
CUSIP No. 0000533231 Page 8 of 10 Pages
securities of the Issuer for investment purposes.
Item 5. Interest in Securities of the Issuer.
____________________________________
The following information is based on a total of 35,334,868
shares of Common Stock outstanding as of September 10, 1997, as reported in
the Issuer's Quarterly Report on Form 10-Q dated September 12, 1997. As
noted below, calculations include shares issuable upon the exercise of all
presently exercisable warrants to purchase Common Stock.
(a)
LTOS
____
LTOS owns 965,469 shares of Common Stock (issuable upon the
exercise of warrants), or approximately 2.7% of the Common Stock
outstanding. LVP, as the general partner of LTOS, may be deemed to
beneficially own the shares of Common Stock owned by LTOS.
Mr. Lawrence
____________
Mr. Lawrence directly beneficially owns 998,049 shares of Common
Stock (including 41,742 shares issuable upon exercise of warrants), or
approximately 2.8% of the Common Stock outstanding. In the aggregate
with the shares owned by LTOS, Mr. Lawrence may be deemed to benefi-
cially own 1,963,518 shares of Common Stock (including 1,007,211
shares issuable upon the exercise of warrants), or approximately 5.4%
of the Common Stock outstanding. Mr. Lawrence disclaims beneficial
ownership of any securities, and any proceeds thereof, that exceed his
pecuniary interest therein, and/or that are not actually distributed
to him.
Other General Partners of LVP
_____________________________
(i) Jack Tyrrell directly beneficially owns 11,694 shares of
Common Stock, and, in addition, may be deemed to indirectly benefi-
cially own 17,769 shares of Common Stock held by the John Ryan Tyrrell
Trust. In the aggregate, Mr. Tyrrell may be deemed to own less than
0.1% of the Common Stock outstanding.
(ii) Patrick W. Ortale, III directly beneficially owns 31,302
shares of Common Stock, or less than 0.1% of the Common Stock out-
standing.
(iii) Richard W. Smith directly beneficially owns 20,338 shares
of Common Stock and, in addition, may be deemed to own beneficially<PAGE>
CUSIP No. 0000533231 Page 9 of 10 Pages
11,550 shares of Common Stock held by the Emily Wyndham Smith Trust,
11,550 shares of Common Stock held by the Nicholas James Smith Trust,
11,550 shares of Common Stock held by the Alastair Davis Smith Trust
and 11,550 shares of Common Stock held by the Penelope Ann Smith
Trust. In the aggregate, Mr. Smith may be deemed to own approximately
.2% of the Common Stock outstanding.
(iv) Brian T. Horey directly beneficially owns 12,109 shares of
Common Stock, or less than 0.1% of the Common Stock outstanding.
(b) The general partners of LVP may be deemed to share the power
to vote or direct the voting of and to dispose or direct the disposition of
the shares of Common Stock owned by LTOS. Each of the general partners of
LVP disclaims beneficial ownership of all shares of Common Stock other than
the shares of Common Stock he owns directly (or indirectly through a trust
for the benefit of a minor child) or indirectly by virtue of his pro rata
interest, as a partner of LVP, in the Common Stock owned by LTOS.
(c) On September 23, 1997, LTOS distributed 682,483 shares of
Common Stock to its partners, including LVP, immediately followed by a
distribution by LVP of such shares to its general partners. As a general
partner of LVP, Mr. Lawrence received 29,614 shares in such distribution.
On September 24, 1997, LTOS sold 220,000 shares of Common Stock
on the open market, at a price of $2.00 per share.
Mr. Lawrence purchased shares of Common Stock in market transac-
tions as follows: (i) 70,931 shares at $2.00 per share on September 25,
1997, (ii) 11,700 shares at $2.50 per share on September 26, 1997, (iii)
23,700 shares at $2.375 per share on September 26, 1997 and (iv) 64,600
shares at $2.4375 per share on September 26, 1997.
(d) Except as described in this statement, no person has the
right to receive or the power to direct the receipt of dividends on, or
proceeds from the sale of, the shares of Common Stock owned by LTOS and/or
Mr. Lawrence.
(e) LTOS ceased to be the owner of more than five percent of the
Common Stock on September 23, 1997.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
______________________________________________________
Not Applicable.
Item 7. Material to be Filed as Exhibits.
________________________________
Not Applicable.<PAGE>
CUSIP No. 0000533231 Page 10 of 10 Pages
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: October 14, 1997
LAWRENCE, TYRRELL, ORTALE &
SMITH
By: Lawrence Venture
Partners, General Partner
By: /s/ Larry J. Lawrence
General Partner
/s/ Larry J. Lawrence
Larry J. Lawrence
