GTECH HOLDINGS CORP
SC 13G/A, 2000-05-10
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                              GTECH Holdings Corp.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    400518106
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*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 the
disclosures provided in a prior page.

The information required in 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 page(s))

                                     Page 1


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CUSIP No.     400518106          13G                        Page 2

(1) NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
    PERSONS
       Barclays Global Investors. N.A.,  943112180

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                       (a)
                                       (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
       U.S.A.

Number of Shares                        (5) SOLE VOTING POWER
Beneficially Owned                             2,377,410
by Each Reporting                       (6) SHARED VOTING POWER
Person With                                    0
                                        (7) SOLE DISPOSITIVE POWER
                                               2,622,535
                                        (8) SHARED DISPOSITIVE POWER
                                               0

 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       2,622,535

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
       7.54%

(12) TYPE OF REPORTING PERSON*
       BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>

CUSIP No.     400518106          13G                        Page 2A

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
    PERSONS
       Barclays Global Fund Advisors

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                              (a)
                              (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
       U.S.A.

Number of Shares                        (5) SOLE VOTING POWER
Beneficially Owned                             62,891
by Each Reporting                       (6) SHARED VOTING POWER
Person With                                    0
                                        (7) SOLE DISPOSITIVE POWER
                                               62,991
                                        (8) SHARED DISPOSITIVE POWER
                                               0

 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       62,991

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
       0.18%

(12) TYPE OF REPORTING PERSON*
       BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>

CUSIP No.     400518106          13G                        Page 2B

(1) NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
    PERSONS
       Barclays Capital Securities LTD

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                        (a)
                                        (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
       United Kingdom

Number of Shares                        (5) SOLE VOTING POWER
Beneficially Owned                             1,230,000
by Each Reporting                       (6) SHARED VOTING POWER
Person With                                    0
                                        (7) SOLE DISPOSITIVE POWER
                                               1,230,000
                                        (8) SHARED DISPOSITIVE POWER
                                               0

 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,230,000

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
       3.53%

(12) TYPE OF REPORTING PERSON*
       BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!



<PAGE>

                                                                          Page 3

ITEM 1(A).    NAME OF ISSUER
                    GTECH Holdings Corp.

ITEM 1(B).    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    55 Technology Way
                    West Greenwich, RI 02817

ITEM 2(A).    NAME OF PERSON(S) FILING
                    Barclays Global Investors, N.A.

ITEM 2(B).    ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    45 Fremont Street
                    San Francisco, CA 94105

ITEM 2(C).    CITIZENSHIP
                    U.S.A

ITEM 2(D).    TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E).    CUSIP NUMBER
                    400518106

ITEM 3.       IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
              13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
        X

(c) // Insurance Company as defined in section 3(a) (19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b) (1) (ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G)
                                (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H)


<PAGE>

                                                                         Page 3A

ITEM 1(A).    NAME OF ISSUER
                    GTECH Holdings Corp.

ITEM 1(B).    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    55 Technology Way
                    West Greenwich, RI 02817

ITEM 2(A).    NAME OF PERSON(S) FILING
                    Barclays Global Fund Advisors

ITEM 2(B).    ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    45 Fremont Street
                    San Francisco, CA 94105

ITEM 2(C).    CITIZENSHIP
                    U.S.A

ITEM 2(D).    TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E).    CUSIP NUMBER
                    400518106

ITEM 3.       IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
              13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
        X

(c) // Insurance Company as defined in section 3(a) (19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b) (1) (ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G)
                               (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H)

<PAGE>

                                                                         Page 3B

ITEM 1(A).    NAME OF ISSUER
                    GTECH Holdings Corp.

ITEM 1(B).    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                    55 Technology Way
                    West Greenwich, RI 02817

ITEM 2(A).    NAME OF PERSON(S) FILING
                    Barclays Capital Securities LTD

ITEM 2(B).    ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                    5 The North Colonnade, Cannary Wharf
                    London, E14 4BB

ITEM 2(C).    CITIZENSHIP
                    United Kingdom

ITEM 2(D).    TITLE OF CLASS OF SECURITIES
                    Common Stock

ITEM 2(E).    CUSIP NUMBER
                    400518106

ITEM 3.       IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
              13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
        X

(c) // Insurance Company as defined in section 3(a) (19) of the Act

(d) // Investment Company registered under section 8 of the Investment Company
        Act

(e) // Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940

(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
        the Employee Retirement Income Security Act of 1974 or Endowment Fund;
        see Rule 13d-1(b) (1) (ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G)
                                (Note:See Item 7)

(h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H)

<PAGE>


                                                                          Page 4

ITEM 4.  OWNERSHIP

     (a) Amount Beneficially Owned:                    3,915,526

     (b) Percent of Class:                             11.25%

     (c) Number of shares as to which such person has:
          (i)   sole power to vote or to direct the vote
                  3,670,301
          (ii)  shared power to vote or to direct the vote
                  0
          (iii) sole power to dispose or to direct the disposition of
                  3,915,526
          (iv)  shared power to dispose or to direct the disposition of
                  0

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
          if this statement is being filed to report the fact that as of
          the date hereof the reporting person has ceased to be the
          beneficial owner of more than five percent of the class of
          securities, check the following. //

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
                The shares reported are held by the company in trust
                accounts for the economic benefit of the beneficiaries of
                those accounts. See also Items 2(a) above.

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
          ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
          COMPANY
                Not applicable


ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
                Not applicable

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP
                Not applicable


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                                                                         Page 5

ITEM 10.       CERTIFICATION
               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were acquired in the
               ordinary course of business and were not acquired for the purpose
               of and do not have the effect of changing or influencing the
               control of the issuer of such securities and were not acquired in
               connection with or as a participant in any transaction having
               such purposes or effect.

               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.


                                                           May 10, 2000





                                                           Vivien Lin
                                                           Manager of Compliance




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