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Previous: BCAM INTERNATIONAL INC, 8-K, 1998-05-06 |
Next: COMMUNITY FIRST BANKSHARES INC, 8-K, 1998-05-06 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): April 20, 1998
GTECH Holdings Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-11250 05-0450121
(State or other jurisdiction of Commission file number (I.R.S. Employer
incorporation or organization) Identification Number)
55 Technology Way, West Greenwich, Rhode Island 02817
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (401) 392-1000
<PAGE> 2
The purpose of this amendment to Form 8-K is to correct an error on the income
tax line of the Pro Forma Condensed Consolidated Income Statement for the fiscal
year ended February 28, 1998.
Item 7. Financial Statements and Exhibits
(b)(1) Pro Forma financial information
Pro Forma Condensed Consolidated Balance Sheet as of February 28, 1998
Pro Forma Condensed Consolidated Income Statement for the fiscal year
ended February 28, 1998
(c) Exhibits - The exhibits to this report (previously filed) are as follows:
10.1 Letter dated March 31, 1998 to William Y. O'Connor, Chairman & Chief
Executive Officer of GTECH Corporation from Tim Holley, Chief
Executive of Camelot Group plc
10.2 Letter dated April 1, 1998 to William Y. O'Connor, Chairman & Chief
Executive Officer of GTECH Corporation from Tim Holley, Chief
Executive of Camelot Group plc
10.3 Agreement dated April 20, 1998, between Camelot Group plc and GTECH UK
Limited for the purchase by Camelot plc of 11,250,000 of its own
shares
10.4 Deed of variation, dated April 20, 1998, between De La Rue plc, Racal
Electronics plc, Cadbury Schweppes Public Limited Company,
International Computers Limited, GTECH UK Limited, GTECH Holdings
Corporation, Camelot Group plc, the Director General of the National
Lottery and the Secretary of State for Culture, Media & Sport
10.5 Exit Agreement between De La Rue plc, Racal Electronics plc, GTECH
U.K. Limited, Cadbury Schweppes Public Limited Company, International
Computers Limited, GTECH Corporation and Camelot Group plc
<PAGE> 3
GTECH Holdings Corporation
Pro Forma Condensed Consolidated Balance Sheet-(Unaudited)
<TABLE>
<CAPTION>
February 28, 1998
---------------------------------------------------
Pro Forma Pro Forma
GTECH (a) Adjustments Consolidated
------------- ------------- --------------
(In thousands)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,250 $ --- $ 8,250
Accounts receivable 93,778 --- 93,778
Sales-type lease receivables 13,958 --- 13,958
Inventories 27,853 --- 27,853
Deferred income taxes 40,897 --- 40,897
Assets held for sale 14,178 --- 14,178
Other current assets 14,141 --- 14,141
--------------- ----------- ----------
Total current assets 213,055 --- 213,055
Systems, equipment and other assets relating to contracts 526,856 --- 526,856
Goodwill, net of accumulated amortization 118,537 --- 118,537
Investments in and advances to unconsolidated affiliates 64,808 (52,071)(c) 12,737
Other assets 100,556 --- 100,556
--------------- ----------- --------------
Total assets $1,023,812 $ (52,071) $ 971,741
=============== =========== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 39,451 $ --- $ 39,451
Accrued expenses 57,155 (516)(d) 56,639
Special charge 33,631 --- 33,631
Employee compensation 25,648 --- 25,648
Advance payments from customers 504 --- 504
Income taxes payable 25,392 14,922 (b) 40,314
Current portion of long-term debt 3,903 --- 3,903
--------------- ----------- --------------
Total current liabilities 185,684 14,406 200,090
Long-term debt, less current portion 453,587 (84,904)(c) 368,683
Other liabilities 19,171 (1,267)(d) 17,904
Deferred gain --- 35,337 (c) 35,337
Deferred income taxes 20,160 (14,922)(b)
749 (d) 5,987
Shareholders' equity 345,210 1,034 (d)
(2,504)(c) 343,740
--------------- ------------- --------------
Total liabilities and shareholders' equity $1,023,812 $ (52,071) $ 971,741
=============== ============= ==============
</TABLE>
GTECH Holdings Corporation
Notes to Pro Forma Condensed Consolidated Balance Sheet-(Unaudited)
(a) Derived from the Company's financial statements at February 28, 1998.
(b) Represents the adjustment made to income taxes associated with the gain on
the sale.
(c) In April 1998, the Company sold its 22.5% interest in Camelot for cash
consideration of $84,904,000. Proceeds from the sale were applied to long
term debt. The clawback amount was deferred and will be amortized ratably
over the period May 1998 through September 2001. Should the clawback event
occur, the Company would cease to amortize the clawback amount to income.
(d) Represents the elimination of deferred revenue and associated taxes relating
to product sales by the Company to Camelot.
<PAGE> 4
GTECH Holdings Corporation
Pro Forma Condensed Consolidated Income Statement-(Unaudited)
<TABLE>
<CAPTION>
Fiscal Year Ended February 28, 1998
---------------------------------------------------
Pro Forma Pro Forma
GTECH (a) Adjustments Consolidated
------------- ------------- --------------
(In thousands, except per share amounts)
<S> <C> <C> <C>
Service and product sales revenues $ 990,567 $ --- $ 990,567
Costs of services and sales 677,299 --- 677,299
------------- ------------- --------------
Gross Profit 313,268 --- 313,268
Operating expenses 169,782 --- 169,782
Special Charge 99,382 --- 99,382
------------- ------------- --------------
Operating income 44,104 --- 44,104
Interest income 5,733 --- 5,733
Equity in earnings of unconsolidated affiliates 24,376 (20,988)(b) 3,388
Other income 711 10,343 (c) 11,054
Interest expense (30,311) 4,882 (d) (25,429)
------------- ------------- --------------
Income before income taxes 44,613 (5,763) 38,850
Income taxes 17,399 (1,082)(e) 16,317
------------- ------------- --------------
Net income $ 27,214 $ (4,681) $ 22,533
============= ============= ==============
Basic earnings per share $ 0.65 $ 0.54
============= ==============
Diluted earnings per share $ 0.64 $ 0.53
============= ==============
Weighted average shares-basic 41,887 41,887
============= ==============
Weighted average shares-diluted 42,229 42,229
============= ==============
</TABLE>
GTECH Holdings Corporation
Notes to Pro Forma Condensed Consolidated Income Statement-(Unaudited)
(a) Derived from the Company's financial statements for the fiscal year ended
February 28, 1998.
(b) Represents the elimination of the Company's equity in the earnings of
Camelot.
(c) Represents the fiscal 1998 amortization of the clawback amount over a
period equal to the remaining license term (41 months). Should the clawback
event occur, the Company would cease to amortize the clawback amount to
income.
(d) Represents adjustments to interest expense at an assumed rate of 5.75%
resulting from the utilization of the cash proceeds to pay down outstanding
long term debt.
(e) Represents the income tax adjustment associated with the adjustments to
income before income taxes described above.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GTECH HOLDINGS CORPORATION
Date: May 5, 1998 By /s/ Robert J. Plourde
---------------------------------
Robert J. Plourde, Vice President
and Corporate Controller
(Principal Accounting Officer)
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