SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
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)
December 31, 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 [ ].
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 -0-
Shares Beneficially Power
Owned by Each
Reporting
Person:
8) Shared Voting
Power -0-
9) Sole Disposi- -0-
tive Power
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by -0-
Amount in Row (11)
14) Type of Reporting
Person PN
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 PF
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 2,376,638 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value (includes
Reporting 594,914 shares
Person: issuable upon
exercise of
warrants and 43,750
shares issuable upon
exercise of options)
8) Shared Voting -0-
Power
9) Sole Disposi- 2,376,638 shares of
tive Power Common Stock, $.01
par value (includes
594,914 shares
issuable upon
exercise of
warrants and 43,750
shares issuable upon
exercise of options)
10) Shared Dis- -0-
positive
Power
11) Aggregate Amount Beneficially 2,376,638 shares of
Owned by Each Reporting Person Common Stock, $.01
par value (includes
594,914 shares
issuable upon
exercise of
warrants and 43,750
shares issuable upon
exercise of options)
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 6.7%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
Amendment No. 8 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, Amendment No. 6 thereto
filed on October 15, 1997 and Amendment No. 7 thereto filed on
December 18, 1997(as so amended, the "Schedule 13D"). Terms
defined in the Schedule 13D are used herein as so defined.
The Schedule 13D is hereby amended as follows:
Item 3.Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding
the following thereto:
On December 31, 1997, Mr. Lawrence purchased, in a
private, non-Issuer transaction, 750,000 shares of Common Stock,
at a purchase price of $2.25 per share, and immediately-
exercisable warrants to purchase an aggregate 552,381 shares of
Common Stock at an exercise price of $1.6357 per share, for a
purchase price of $.90 per share of Common Stock underlying such
warrants, which expire on October 31, 1999. The source of funds
for such purchase was Mr. Lawrence's personal funds.
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
35,494,312 shares of Common Stock outstanding as of March 10,
1998, as reported in the Issuer's Quarterly Report on Form 10-Q
for the quarter ended January 31, 1998, as filed on March 12,
1998. 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 and LVP
LTOS and LVP own no shares of Common Stock.
Mr. Lawrence
Mr. Lawrence beneficially owns 2,376,638 shares of
Common Stock (including 594,914 shares issuable upon
exercise of warrants and 43,750 shares issuable upon
exercise of options), or approximately 6.7% of the Common
Stock outstanding.
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.
(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 January 7, 1998 LTOS sold immediately-
exercisable warrants to purchase an aggregate 983,762 shares of
Common Stock at an exercise price of $1.6357, for a sale price of
$.90 per share of Common Stock underlying such warrants, which
represented LTOS' entire holdings of securities of the Issuer.
(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.
<PAGE>
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: May 11, 1998
LAWRENCE, TYRRELL, ORTALE &
SMITH
By: Lawrence Venture
Partners, General Partner
By: /s/ Larry J. Lawrence
General Partner
/s/ Larry J. Lawrence
Larry J. Lawrence
