SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
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)
November 1, 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
following box [ ].
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CUSIP No. 0000533231 Page 2 of 9 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 OO
_________________________________________________________________
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 983,762 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- 983,762 shares of
tive Power Common Stock, $.01
par value (issuable upon
exercise of
warrants)
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
11) Aggregate Amount Beneficially 983,762 shares of
Owned by Each Reporting Person Common Stock, $.01
par value (issuable upon
exercise of warrants)
_________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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CUSIP No. 0000533231 Page 3 of 9 Pages
_________________________________________________________________
13) Percent of Class
Represented by 2.8%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
_________________________________________________________________
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CUSIP No. 0000533231 Page 4 of 9 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 OO
_________________________________________________________________
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 1,074,257 shares of
Shares Beneficially Power Common Stock, $.01 Owned by
Each par value (includes
Reporting 42,533 shares
Person: issuable upon
exercise of
warrants)
_______________________________________
8) Shared Voting 983,762 shares of Common
Stock, $.01 par value
(issuable upon exercise of
warrants)
________________________________________
9) Sole Disposi- 1,074,257 shares of
tive Power Common Stock, $.01
par value (includes 42,533
shares issuable upon exercise
of warrants)
________________________________________
10) Shared Dis- 983,762 shares of
positive Common Stock, $.01
Power par value (issuable
upon exercise of
warrants)
________________________________________
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CUSIP No. 0000533231 Page 5 of 9 Pages
11) Aggregate Amount Beneficially 2,058,019 shares of
Owned by Each Reporting Person Common Stock, $.01
par value (includes
1,026,295 issuable
upon exercise of
warrants)
_________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by 5.8%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person IN
_________________________________________________________________
<PAGE>
CUSIP No. 0000533231 Page 6 of 9 Pages
Amendment No. 7 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, Amendment No. 5 thereto filed on September 2, 1994 and Amendment No.
6 thereto filed on October 15, 1997 (as so amended, the "Schedule 13D").
Terms defined in the Schedule 13D are used herein as so defined.
Item 3. Source and Amount of Funds or Other Consideration.
_________________________________________________
Item 3 is hereby amended by adding the following thereto:
The number of shares of Common Stock underlying the Warrants held
by LTOS and Mr. Lawrence was adjusted pursuant to certain anti-dilution
provisions in the terms of such Warrants, as a result of the issuances of
securities by the Issuer in October 1995, November 1995, January 1996 and
March 1996 for consideration below market value, as defined in the Form of
Common Stock Purchase Warrant. The Form of Common Stock Purchase Warrant
was filed as Exhibit A to Amendment No. 2 to the Schedule 13D, and any
description thereof is qualified in its entirety by reference thereto. The
exercise price of the Warrants was also adjusted to $1.6357 per share of
Common Stock.
Item 5. Interest in Securities of the Issuer.
____________________________________
Item 5 of the Schedule 13D is hereby amended and restated to read
in its entirety as follows:
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.
Calculations include shares issuable upon the exercise of all warrants and
options to purchase Common Stock held by LTOS and/or Mr. Lawrence that are
presently exercisable or are exercisable within sixty days of the date of
this statement.
(a)
LTOS
____
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CUSIP No. 0000533231 Page 7 of 9 Pages
LTOS owns 983,762 shares of Common Stock (issuable upon exercise
of warrants), or approximately 2.8% 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 1,074,257 shares of
Common Stock (including 42,533 shares issuable upon exercise of
warrants and 43,750 shares issuable upon exercise of options), or
approximately 3.0% of the Common Stock outstanding. In the aggregate
with the shares owned by LTOS, Mr. Lawrence may be deemed to
beneficially own 2,058,019 shares of Common Stock (including 1,026,295
shares issuable upon exercise of warrants), or approximately 5.8% 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
beneficially 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
outstanding.
(iii) Richard W. Smith directly beneficially owns 20,338 shares
of Common Stock and, in addition, may be deemed to own beneficially
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.
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CUSIP No. 0000533231 Page 8 of 9 Pages
(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 November 1, 1997 Mr. Lawrence acquired 21,667 shares of
Common Stock, representing vesting as to one-third of the shares of Non-
Employee Director Deferred Stock granted on November 1, 1996, as described
in Item 6 below. On November 1, 1997 Mr. Lawrence also acquired 10,000
shares of Common Stock pursuant to a grant of Non-Employee Director
Restricted Stock under the Issuer's 1992 Equity Incentive Plan, as amended
and restated.
(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, of
Relationships With Respect to Securities of the Issuer.
______________________________________________________
Item 6 is hereby amended by adding the following thereto:
On June 1, 1996 Mr. Lawrence was granted 10,000 shares of Non-
Employee Director Deferred Stock, vesting in three equal installments on
June 1, 1997, June 1, 1998 and June 1, 1999. On November 1, 1996 Mr.
Lawrence was granted 65,000 shares of Non-Employee Director Deferred Stock,
vesting in three equal installments on November 1, 1997, November 1, 1998
and November 1, 1999. Shares of Non-Employee Director Deferred Stock are
not issued until they have vested. On December 16, 1996 Mr. Lawrence was
granted on option to purchase 175,000 shares of Common Stock at $1.0625 per
share, vesting in four equal installments of 43,750 each on December 16,
1997, December 16, 1998, December 16, 1999 and December 16, 2000 and
expiring on December 15, 2006.
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CUSIP No. 0000533231 Page 9 of 9 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: December 17, 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
