<PAGE> 1
As filed with the Securities and Exchange Commission on June 26, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GTECH HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 05-0450121
(State of incorporation) (IRS Employer
Identification No.)
55 Technology Way
West Greenwich, Rhode Island 02817
(Address of Principal Executive Offices) (Zip Code)
GTECH HOLDING CORPORATION
1997 STOCK OPTION PLAN
1998 NON-EMPLOYEE
DIRECTORS' STOCK
ELECTION PLAN
(Full title of the plans)
Cynthia A. Nebergall
General Counsel
GTECH Holdings Corporation
55 Technology Way
West Greenwich, RI 02817
(401) 392-1000
(Name, address and telephone number of agent for service)
--------------------
Copy to:
John C. Bennett, Jr., Esq.
DRINKER BIDDLE & REATH LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount of Shares Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Registered(1) Offering Price Per Aggregate Offering Fee(2)
to be Registered Share(2) Price(2)
<S> <C> <C> <C> <C>
Common Stock, par 2,850,000 $33.52 $95,531,127 $28,320
value $0.01 per shares
share
</TABLE>
(1) Represents 2,800,000 shares under the 1997 Stock Option Plan and 50,000
shares under the 1998 Non-Employee Directors' Stock Election Plan.
Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of
additional shares as may become issuable under the 1997 Stock Option
Plan and 1998 Non-Employee Directors' Stock Election Plan in connection
with share splits, share dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee.
In accordance with Rule 457(h) promulgated under the Securities Act of
1993, as amended, as to shares subject to outstanding but unexercised
options, the price and fee are computed based upon the price at which
such options may be exercised. As to the remaining shares, the price
and fee are computed based on $33.47 per share, the average of the
high and low prices of a share of Common Stock of the Registrant on
June 23, 1998, as reported in the New York Stock Exchange consolidated
reporting system.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
GTECH Holdings Corporation (the "Company" or "Registrant") hereby
incorporates into this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1998;
(b) The description of the Company's Common Stock contained in the
Company's amended Registration Statement on Form 8-A12B/A filed in June, 1998
under the Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description; and
(c) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since May 29, 1998.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all of the
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registrations Statement and to be a part hereof from the date of the
filing of each such report or other document.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law the ("DGCL")
enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director to
the company or its stockholders for monetary damages for a breach of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company's Certificate of Incorporation, as
amended, contains such a limitation on the personal liability of directors.
Section 145 of the DGCL provides that a corporation may indemnify any
persons, including officers and directors, who were or are, or are threatened to
be made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer, director, employee or agent of such corporation or
is or was serving at the request of such corporation as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceedings,
provided such person acted in good faith in a manner he reasonably believed to
be in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.
The Company's Amended and Restated Bylaws provide that the Company
shall indemnify, to the full extent permitted under Delaware law, any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director or officer
of the Company or while a director or officer of the Company is or was serving
at the request of the Company as a director or officer of another corporation,
partnership, joint venture, trust employee benefit plan or other enterprise.
The directors and officers of the Company also are parties to
indemnification agreements with the Company providing for indemnification for
liabilities (including legal fees and other expenses) incurred in any legal
proceedings in connection with their present or past status as directors or
officers of the Company. The Company maintains directors' and officers'
liability insurance.
The Company, the selling shareholders and the underwriters have agreed
to indemnify each other against certain liabilities arising in connection with
the Company's initial public offering of Common Stock in July 1992 and its
secondary offering of Common Stock in December 1992, November 1993 and June
1996. The selling shareholders include officers and certain directors of the
Company, and the underwriters include Donaldson Lufkin & Jenrette Securities
Corporation ("DLJSC"), which was a major stockholder in the Company. The Company
also has agreed to indemnify DLJ Capital Corporation (an affiliate of DLJSC) and
its affiliates against certain liabilities arising in connection with the
February 1990 acquisition of GTECH Corporation by the Company and various
related financings and refinancings.
The Company's 1997 Stock Option Plan and the 1998 Non-Employee
Directors' Stock Election Plan (the "Plans") provide that each person who is or
shall have been a director of the Company shall be indemnified
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<PAGE> 5
and held harmless by the Company, to the fullest extent permissible by Delaware
Law, against and from any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by such person in connection with or resulting from
any action taken or failure to act under the Plans.
ITEM 8. EXHIBITS.
Exhibit 4.1 GTECH Holdings Corporation 1997 Stock Option Plan
(incorporated by reference to the Appendix to the
Company's Proxy Statement relating to its July 14,
1997 Annual Meeting of Shareholders).
Exhibit 4.2 GTECH Holdings Corporation 1998 Non-Employee
Directors' Stock Election Plan
Exhibit 5 Opinion of Drinker Biddle & Reath LLP, counsel to the
Registrant.
Exhibit 23.1 Consent of Ernst & Young LLP (Independent Auditors).
Exhibit 23.2 Consent of Price Waterhouse (Independent
Accountants).
Exhibit 23.3 Consent of Drinker Biddle & Reath LLP (included in
Exhibit 5).
Exhibit 24 Powers of Attorney (see Signature Pages).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in value and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" Table in the effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
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<PAGE> 6
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for purposes of determining liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE> 7
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized in the Town of West Greenwich, State of Rhode Island on June 23,
1998.
GTECH HOLDINGS CORPORATION
By:/s/ William Y. O'Connor
---------------------------------
William Y. O'Connor
Chairman, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William Y. O'Connor, Steven P. Nowick and
Thomas J. Sauser, or any one of them acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
him and in his name, place and stead, in any and all capabilities, to sign any
and all amendments (including post-effective amendments) to the Registration
Statement referred to above and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ William Y. O'Connor Chairman of the Board, President and Chief May 19, 1998
- ---------------------------------- Executive Officer
William Y. O'Connor
/s/ Thomas J. Sauser Senior Vice President, Chief Financial June 23, 1998
- ---------------------------------- Officer and Treasurer
Thomas J. Sauser
s/ Robert J. Plourde Vice President and Corporate Controller June 23, 1998
- ---------------------------------- (Principal Accounting Officer)
Robert J. Plourde
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Burnett W. Donoho Director May 19, 1998
- -------------------------------------------
Burnett W. Donoho
/s/ Lt. Gen. (Ret.) Emmett Paige, Jr. Director May 19, 1998
- -------------------------------------------
Lt. Gen. (Ret.) Emmett Paige, Jr., (USA)
/s/ The Rt. Hon. Lord Moore Director May 19, 1998
- -------------------------------------------
The Rt. Hon. Lord Moore
of Lower Marsh, P.C.
/s/ Anthony Ruys Director May 19, 1998
- -------------------------------------------
Anthony Ruys
</TABLE>
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<PAGE> 9
INDEX TO EXHIBITS FILED WITH
THIS REGISTRATION STATEMENT
Exhibit
4.2 1998 Non-Employee Directors' Stock Election Plan
5 Opinion of Drinker Biddle & Reath LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Price Waterhouse.
24 Powers of Attorney (see Signature Pages).
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<PAGE> 1
EXHIBIT 4.2
GTECH HOLDINGS CORPORATION
1998 NON-EMPLOYEE DIRECTORS' STOCK ELECTION PLAN
1. PURPOSE
This GTECH HOLDINGS CORPORATION 1998 NON-EMPLOYEE DIRECTORS' STOCK
ELECTION PLAN (the "Plan") is intended to provide an opportunity for each
non-employee director of GTECH Holdings Corporation (the "Company") to increase
his or her interest as a shareholder of the Company by electing to receive
common stock of the Company ("Common Stock") in lieu of all or any portion of
his or her cash Board Fees (as defined below).
2. ADMINISTRATION
The Plan shall be administered by or at the direction of the
Compensation Committee (the "Committee") of the Company's Board of Directors
(the "Board"). The Committee shall, subject to the provisions of the Plan, have
the power to construe the Plan, to determine all questions arising hereunder and
to adopt and amend such rules and regulations for the administration of the Plan
as it may deem desirable. Any decisions of the Committee in the administration
of the Plan shall be final and conclusive. No member of the Committee shall be
liable for anything done or omitted to be done by him or her or by any other
member of the Committee in connection with the Plan, except for his or her own
willful misconduct or as expressly provided by statute.
3. ELIGIBILITY
A director of the Company who is not also an officer or other employee
of the Company or any of its subsidiaries (an "Eligible Director") shall be
eligible to participate in the Plan.
4. AUTHORIZED SHARES
Shares issuable under the Plan shall be solely from the treasury and
not from authorized but unissued shares.
5. ELECTION TO RECEIVE COMMON STOCK IN LIEU OF CASH FEES
An Eligible Director may make a prospective election ("Stock Election")
in accordance with this Section 5 to receive Common Stock in lieu of all or any
portion of his or her fees for service as a director of the Company, including
annual retainer fees, fees for attendance at meetings of the Board and any
committees thereof and per diem fees (collectively, "Board Fees") which fees,
absent a Stock Election, would otherwise be paid in cash.
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<PAGE> 2
An Eligible Director may make a Stock Election with respect to unpaid
Board Fees for the second quarter of the fiscal year beginning March 1, 1998
("FY 1999") by filing the appropriate form with the Committee (or its delegate)
no later than June 30, 1998. An Eligible Director may make a Stock Election with
respect to any Payment Period (as defined below) beginning after the second
quarter of FY 1999 by filing the appropriate form with the Committee (or its
delegate) no later than the first day of the Payment Period to which such
election applies; provided, however, that an individual who becomes an Eligible
Director after the first day of a Payment Period may make a Stock Election
within 30 days of the date he or she becomes an Eligible Director with respect
to Payment Period(s) that end after the date the Stock Election is made.
A Stock Election shall remain in effect until revoked or amended. An
Eligible Director may revoke or amend his Stock Election with respect to Board
Fees payable for any Payment Period beginning after the date the revocation or
amendment is filed with the Committee (or its delegate). For purposes of Section
5 and Section 6, Payment Periods in FY 1999 shall be fiscal quarterly periods,
and Payment Periods in fiscal years beginning after February 27, 1999 shall be
fiscal semiannual periods.
Any Board Fees not subject to a Stock Election shall be paid directly
to the Eligible Director in cash in accordance with procedures established by
the Committee from time to time.
6. STOCK CERTIFICATES
Promptly following the last day of each Payment Period to which a Stock
Election applies, the Company shall issue certificates in the name of the
Eligible Director. The number of shares of Common Stock covered by such a
certificate (which may include fractional shares) shall be determined by
dividing (i) the aggregate Board Fees subject to the Stock Election for the
Payment Period, by (ii) the average of the high and low sale prices of a share
of Common Stock as reported on the New York Stock Exchange Composite
Transactions Tape on the last day of the Payment Period for which payment is
being made or, if the New York Stock Exchange is closed on that date, on the
last preceding date on which the New York Stock Exchange was open for trading
and the Common Stock was traded. An Eligible Director shall have no rights as a
shareholder with respect to any shares to be issued pursuant to a Stock Election
until the issuance of a stock certificate to him or her.
7. AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN
The Board, from time to time, may suspend or terminate the Plan or
amend the Plan in any respect whatsoever.
8. GENERAL PROVISIONS
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<PAGE> 3
(a) The Plan shall be governed by and construed in accordance with the
laws of the State of Delaware.
(b) The issuance of certificates hereunder shall be subject to the
requirement that, if at any time the Board shall determine, in its discretion,
that the listing, registration or qualification of the shares covered by a Stock
Election upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the issuance of certificates
hereunder, or that action by the Company or by an Eligible Director should be
taken in order to obtain an exemption from any such requirement, no such
certificate shall be issued unless and until such listing, registration,
qualification, consent, approval, or action shall have been effected, obtained,
or taken under conditions acceptable to the Board. Without limiting the
generality of the foregoing, each Eligible Director or his or her legal
representative or beneficiary may also be required to give satisfactory
assurance that shares purchased hereunder are being acquired for investment and
not with a view to distribution, and certificates representing such shares may
be legended accordingly.
(c) The adoption of the Plan and any Stock Election hereunder shall not
confer upon any person any right to continued services as a director of the
Company.
(d) Each person who is or shall have been a member of the Board shall
be indemnified and held harmless by the Company, to the fullest extent
permissible by Delaware Law, against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such person in
connection with or resulting from any claim, action, suit, or proceeding to
which such person may be made a party or in which such person may be involved by
reason of any action taken or failure to act under or with respect to the Plan
and against and from any and all amounts paid by such person in settlement
thereof, with the Company's approval, or paid by such person in satisfaction of
any judgment in any such action, suit, or proceeding against such person,
provided such person shall give the Company an opportunity, at the Company's
expense, to handle and defend the same before such person undertakes to handle
and defend it on such person's own behalf. The foregoing right of
indemnification shall not be exclusive and shall be independent of any other
rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or By-laws, by contract, as a matter of
law, or otherwise.
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<PAGE> 1
EXHIBIT 5
LAW OFFICES
DRINKER BIDDLE & REATH LP
PHILADELPHIA NATIONAL BANK BUILDING
1345 CHESTNUT STREET
SUITE 1100
PHILADELPHIA, PA 19107-3496
Telephone: (215) 988-2700
Fax: (215) 988-2757
June 24, 1998
GTECH Holdings Corporation
55 Technology Way
West Greenwich, RI 02817
RE: GTECH HOLDINGS CORPORATION
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to GTECH Holdings Corporation (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
(i) 2,800,000 additional shares of Common Stock of the Company, par value $0.01
per share ("Shares"), authorized for issuance upon the exercise of options
granted or to be granted under the Company's 1997 Stock Option Plan (the "1997
Plan") and (ii) 50,000 Shares authorized for issuance out of treasury shares
under the 1998 Non-Employee Directors' Stock Election Plan (the "1998 Plan").
In this capacity, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation and the By-laws of the Company as amended through the effective
date of the Registration Statement, resolutions of the Company's Board of
Directors, the Plan, and such other documents and corporate records relating to
the Company and the issuance and sale of the Shares as we have deemed
appropriate for the purpose of giving this opinion.
In all cases, we have assumed the legal capacity of each natural person
signing any of the documents and corporate records examined by us, the
genuineness of signatures, the authenticity of documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and
other information made available to us by the Company.
Based upon the foregoing and consideration of such questions of law as
we have deemed relevant, we are of
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<PAGE> 2
the opinion that the issuance of such Shares by the Company (i) upon the
exercise of stock options properly granted under the 1997 Plan and (ii) in
payment of Board Fees under the 1998 Plan has been duly authorized by the
necessary corporate action of the Board of Directors of the Company and such
Shares, upon exercise of such options and payment therefor in accordance with
the terms of the 1997 Plan, or in accordance with the terms of the 1998 Plan,
will be validly issued, fully paid and nonassessable by the Company.
The opinions expressed herein are limited to the federal laws of the
United States and the Delaware General Corporation Law.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent we do not admit that we come within the
categories of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
DRINKER BIDDLE & REATH LLP
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
Form S-8 pertaining to the 1997 Stock Option Plan and the 1998
Non-Employee Directors' Stock Election Plan of GTECH Holdings Corporation of our
report dated April 1, 1998 (except for Note R, as to which the date was April
20, 1998), with respect to the consolidated financial statements of GTECH
Holdings Corporation included in its Annual Report (Form 10-K) for the fiscal
year ended February 28, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
-----------------------------------
ERNST & YOUNG LLP
Boston, Massachusetts
June 24, 1998
13
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of GTECH Holdings Corporation of our report dated March
23, 1998, with respect to the finanical statements of Camelot Group plc, which
appears in the Annual Report on Form 10-K of GTECH Holdings Corporation.
/s/ PRICE WATERHOUSE
-----------------------------------
PRICE WATERHOUSE
London, England
June 24, 1998
14
