UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 5
Under the Securities Exchange Act of 1934
Autotote Corporation
(Name of Issuer)
Class A Common Stock, $.01 par value per share
(Title of Class of Securities)
053323-10-1
(CUSIP Number)
Wendy L. Masler
Thomas H. Lee Company, 75 State Street, Boston, MA 02109 (617) 227-1050
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 22, 1998
(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 [ ].
* 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).
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SCHEDULE 13D
CUSIP No. 053323-10-1
1. NAME OF REPORTING PERSON - Thomas H. Lee
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF/00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF 1,286,091
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
1,286,091
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,286,091
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
Not Applicable [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
Amendment No. 5
1. Security and Issuer.
This statement relates to the Class A Common Stock, $.01 par value per
share (the "Common Stock"), of Autotote Corporation, a Delaware corporation
("Autotote"), which has its principal executive offices at 750 Lexington Avenue,
25th Floor, New York, NY 10022. Capitalized terms used herein and not defined
herein have the respective meanings ascribed to such terms in the Schedule 13D
("Schedule 13D") filed with the Securities and Exchange Commission (the
"Commission") on November 12, 1991 and amended by Amendment No. 1 to Schedule
13D filed with the Commission on December 1, 1992, Amendment No. 2 to Schedule
13D filed with the Commission on January 8, 1993 and Amendment No. 3 to Schedule
13D filed with the Commission on March 10, 1993 and Amendment No. 4 to Schedule
13D filed with the Commission on January 16, 1998.
3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby further amended to provide the following
information:
Since the filing date of Amendment No. 4 to Schedule 13D, the aggregate
number of shares owned by Mr. Lee decreased to 1,286,091 shares of Common Stock.
The transactions to which this Amendment No. 5 relates are the follwoing: (a)
the sale of an aggregate of 18,303 shares of Common Stock by the 1989 Thomas H.
Lee Nominee Trust at an average price of $2.3135 per share; (b) the sale of an
aggregate of 17,037 shares of Common Stock by Thomas H. Lee Equity Partners,
L.P. at an average price of $2.3135 per share; (c) the sale of 592,721 shares
of Common Stock by Thomas H. Lee Equity Partners, L.P. at a price of $2.00
per share; and (d) the sale of 636,744 shares of Common Stock by the 1989
Thomas H. lee Nominee Trust at a price of $2.00 per share.
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5. Interest in Securities of Autotote.
Item 5 of Schedule 13D is hereby amended in its entirety as follows:
Mr. Lee beneficially owns 1,286,091 shares of Common Stock or 3.6% of the
Class A Common Stock outstanding, 666,074 of which are held by the 1989 Thomas
H. Lee Nominee Trust and 620,017 of which are held by Thomas H. Lee Equity
Partners, L.P., of which THL Equity Advisors Limited Partnership is general
partner. Mr. Lee is a general partner of THL Equity Advisors Limited
Partnership. Mr. Lee holds sole voting and dispositive power over the shares
beneficially owned by him. Except as disclosed pursuant to Item 3 of this
Amendment No. 5 to Schedule 13D, Mr. Lee has not effected any other transaction
in the Class A Common Stock since the filing of Amendment No. 4 to Schedule 13D,
which was filed with the Commission on January 16, 1998. To the best of Mr.
Lee's knowledge, no other person has the right to receive or the power to
direct the receipt of dividends from or proceeds from the sale of, the shares
of the Class A Common Stock described in this item 5.
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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.
Dated: January 28, 1998 /s/Thomas H. Lee
Name: Thomas H. Lee
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