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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 2)*
Autotote Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
053323 10 1
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(CUSIP Number)
Kenneth Liang
Managing Director and General Counsel
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 16, 1998
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-l(f) or
240.13d-1(g), check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section
240.13d-7(b) 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).
(Continued on following pages)
(Page 1 of 9 Pages)
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SCHEDULE 13D
CUSIP NO. 053323 10 1 PAGE 2 OF 9 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
Not applicable.
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF (7) SOLE VOTING POWER
SHARES 8,119,300
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
8,119,300
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,119,300
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.54%
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(14) TYPE OF REPORTING PERSON*
IA, OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 053323 10 1 PAGE 3 OF 9 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Opportunities Fund, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO, WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
SHARES 6,465,492
BENEFICIALLY -------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
6,465,492
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(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,465,492
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.18%
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(14) TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 053323 10 1 PAGE 4 OF 9 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal Opportunities Fund, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO, WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
SHARES 1,435,800
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
1,435,800
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(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,435,800
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.99%
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(14) TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 5 OF 9 PAGES
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, par value $0.01 per share
("Common Stock"), of Autotote Corporation, a Delaware corporation (the
"Issuer"). The address of the principal executive office of the Issuer is
750 Lexington Avenue, 25th Floor, New York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of :
(1) Oaktree Capital Management, LLC, a California limited liability
company ("Oaktree"), in its capacity as general partner of the
Opportunities Fund and the Principal Opportunities Fund (see below);
(2) OCM Opportunities Fund, L.P., a Delaware limited partnership (the
"Opportunities Fund"); and
(3) OCM Principal Opportunities Fund, L.P., a Delaware limited partnership
(the "Principal Fund" and, together with the Opportunities Fund,
collectively, the "Funds").
The principal business of Oaktree is providing investment advice and
management services to institutional and individual investors. The
Opportunities Fund is a limited partnership which generally invests in the
securities and other obligations of distressed entities. The Principal
Opportunities Fund is a limited partnership which generally invests in
entities in which there is a potential for the fund to exercise significant
influence over such entities. Oaktree is also the investment manager of a
third party account (the "Oaktree Account") which invests in securities
similar to those in which the Opportunities Fund invests. Based on Oaktree's
relationship with the Funds and the Oaktree Account, Oaktree may be deemed to
beneficially own the shares of Common Stock held by both the Funds and the
Oaktree Account.
(a)-(c) & (f)
Oaktree is the general partner of each of the Funds. The address of the
principal business and principal office for Oaktree, the Funds and the
portfolio managers is 333 South Grand Avenue, 28th Floor, Los Angeles,
California 90071. The members and executive officers of Oaktree and the Funds
are listed below. The principal address for each member and executive officer
of Oaktree and the Funds is 333 South Grand Avenue, 28th Floor, Los Angeles,
California 90071. Each individual listed below is a citizen of the United
States of America.
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PAGE 6 OF 9 PAGES
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Executive Officers & Members
<TABLE>
<CAPTION>
<S> <C>
Howard S. Marks Chairman and Principal
Bruce A. Karsh President and Principal
Sheldon M. Stone Principal
David Richard Masson Principal
Larry W. Keele Principal
Stephen A. Kaplan Principal
Russel S. Bernard Principal
David Kirchheimer Managing Director and Chief Financial and
Administrative Officer
Kenneth Liang Managing Director and General Counsel
Portfolio Managers
- ------------------
Stephen A. Kaplan Principal
Bruce A. Karsh President and Principal
</TABLE>
(d)-(e)
During the last five years, neither Oaktree, the Funds, nor, to the best of
their knowledge, any of their respective executive officers, directors and
general partners (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Opportunities Fund holds 4,785,492 shares of the Issuer's Common Stock as
of the date hereof. The Opportunities Fund used $11,080,043 of funds obtained
from its working capital for the acquisition of such shares of Common Stock.
The Opportunities Fund also owns $33,600,000 aggregate principal amount of
the Issuer's 51/2% Convertible Subordinated Debentures (the "Debentures")
which are convertible into approximately 1,680,000 shares of the Issuer's
Common Stock. The Debentures were obtained using $18,774,819 of the working
capital of the Opportunities Fund.
The Oaktree Account holds 148,008 shares of the Issuer's Common Stock as of
the date hereof. Such shares were obtained using $342,690 of the working
capital of the Oaktree Account. The Oaktree Account also owns $1,400,000
aggregate principal amount of Debentures convertible into approximately
70,000 shares of the Issuer's Common Stock. The Debentures were obtained
using $782,284 of the working capital of Oaktree Account.
The Principal Opportunities Fund holds 1,435,800 shares of the Issuer's
Common Stock as of the date hereof. Such shares were obtained using
$2,576,532 of the working capital of the Principal Opportunities Fund.
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PAGE 7 OF 9 PAGES
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ITEM 4. PURPOSE OF TRANSACTION
The shares of the Issuer's Common Stock described herein were acquired for
investment purposes and for the purposes set forth below.
Oaktree, as the general partner of the Funds, will evaluate the Issuer's
businesses and prospects, alternative investment opportunities and all other
factors deemed relevant in determining whether additional shares of the
Issuer's Common Stock will be acquired by either of the Funds. The
investment strategy of the Opportunities Fund is generally to invest in the
securities and other obligations of distressed entities. The investment
strategy of the Principal Opportunities Fund is generally to invest in
entities in which there is a potential to exercise significant influence over
such entities. Additional shares of Common Stock may be acquired in the open
market or in privately negotiated transactions, or some or all of the shares
of the Issuer's Common Stock beneficially owned by Oaktree and the Funds may
be sold. Oaktree currently has no agreements, beneficially or otherwise,
which would be related to or would result in any of the matters described in
Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing review of
investment alternatives, Oaktree may consider such matters in the future and,
subject to applicable law, may formulate a plan with respect to such matters,
and, from time to time, Oaktree may hold discussions with or make formal
proposals to management or the Board of Directors of the Issuer, other
shareholders of the Issuer or other third parties regarding such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Schedule 13D, the Opportunities Fund owns and has
sole power to vote and dispose of 6,465,492 shares of Common Stock of the
Issuer (approximately 17.18% of the outstanding shares of the Issuer's Common
Stock), including approximately 1,680,000 shares of the Issuer's Common Stock
issuable upon conversion of the Debentures.
As of the date of this Schedule 13D, the Principal Opportunities Fund owns
and has sole power to vote and dispose of 1,435,800 shares of the Issuer's
Common Stock (approximately 3.99% of the outstanding shares of the Issuer's
Common Stock).
As of the date of this Schedule 13D, Oaktree, in its capacity as the general
partner of the Funds and manager of the Oaktree Account, may be deemed to be
beneficially own 8,119,300 shares of Common Stock of the Issuer
(approximately 21.54% of the outstanding shares of the Issuer's Common Stock).
(b) Oaktree has discretionary authority and control over all of the assets
of the Funds and the Oaktree Account pursuant to its status as general
partner of the Funds and investment manager of the Oaktree Account, including
the power to vote and dispose of the Issuer's Common Stock. Therefore,
Oaktree has the power to vote and dispose of 8,119,300 shares of the Issuer's
Common Stock.
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PAGE 8 OF 9 PAGES
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(c) On October 26, 1998, the Opportunities Fund purchased 2,231 shares and
the Oaktree Account purchased 69 shares of the Issuer's Common Stock in the
open market at a price of $1.625 per share. On November 2, 1998, the
Principal Opportunities Fund purchased 1,000,000 shares of the Issuer's
Common Stock in the open market at a price of $1.6875 per share. On November
16, 1998, the Principal Opportunities Fund purchased 435,800 shares of the
Issuer's Common Stock in the open market at a price of $2.0000 per share.
During the last 60 days, neither the Opportunities Fund nor the Oaktree
Account has purchased any shares of the Issuer's Common Stock.
Oaktree, as general partner of the Funds and investment manager of the
Oaktree Account, may be deemed to beneficially own the shares of the Issuer's
Common Stock which were purchased by the Funds and the Oaktree Account.
Oaktree and each of the individuals listed in Item 2 disclaims ownership of
the shares of the Issuer's Common Stock reported herein and the filing of
this Statement shall not be construed as an admission that any such person is
the beneficial owner of any securities covered by this statement. Other than
these transactions, neither the Funds nor Oaktree and, to the best of their
knowledge, none of their respective executive officers, directors or general
partners has effected any transaction involving the Issuer's Common Stock
during the last 60 days.
(d) None
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Oaktree, as general partner of the Funds and manager of the Oaktree Account,
receives a management fee for managing the assets of the Funds and the
Oaktree Account and has a carried interest in the Funds and earns an
incentive fee from the Oaktree Account.
Except as described above and herein in this Schedule 13D, there are no other
contracts, understandings or relationships (legal or otherwise) among the
parties named in Item 2 hereto and between such persons and any person with
respect to any of the securities of the Issuer currently owned by the Funds.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as Exhibits to this Schedule 13D:
<TABLE>
<CAPTION>
<S> <C>
Exhibit 1- A written agreement relating to the filing of the joint
acquisition statement as required by Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.
</TABLE>
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PAGE 9 OF 9 PAGES
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.
Dated as of this 15th day of December, 1998.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
----------------------------------------
Kenneth Liang
Managing Director and General Counsel
OCM OPPORTUNITIES FUND, L.P.
By: /s/ Kenneth Liang
----------------------------------------
Kenneth Liang
Managing Director and General Counsel of
Oaktree Capital Management, LLC, general
partner of OCM Opportunities Fund, L.P.
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: /s/ Kenneth Liang
----------------------------------------
Kenneth Liang
Managing Director and General Counsel of
Oaktree Capital Management, LLC, general
partner of OCM Principal Opportunities
Fund, L.P.
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EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned acknowledges and agrees that the foregoing
statement on Schedule 13D is filed on behalf of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of the undersigned without the necessity of filing additional joint
acquisition statements. Each of the undersigned acknowledges that it shall
be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning it contained therein,
but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Dated as of this 15th day of December, 1998.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
----------------------------------------
Kenneth Liang
Managing Director and General Counsel
OCM OPPORTUNITIES FUND, L.P.
By: /s/ Kenneth Liang
----------------------------------------
Kenneth Liang
Managing Director and General Counsel of
Oaktree Capital Management, LLC, general
partner of OCM Opportunities Fund, L.P.
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: /s/ Kenneth Liang
----------------------------------------
Kenneth Liang
Managing Director and General Counsel of
Oaktree Capital Management, LLC, general
partner of OCM Principal Opportunities
Fund, L.P.
