GTECH HOLDINGS CORP
DEFA14A, 2000-07-20
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                            SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )

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[ ]  Confidential, for Use of the Commission Only
     (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-12

                          GTECH HOLDINGS CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

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      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

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                   [Letterhead of GTECH Holdings Corporation]

                                            July 19, 2000

Dear Shareholders:

     As you probably know GTECH issued a press release on July 6 announcing my
appointment as Chairman of the Board; acceptance of the resignations of William
Y. O'Connor as Chairman and Chief Executive Officer and of Steven P. Nowick as
President and Chief Operating Officer; expected lower than anticipated earnings
for the fiscal 2000 2nd quarter and full year; and the Board of Directors'
intention to conduct a comprehensive assessment of GTECH operations during the
next 45 to 60 days.

     The reasons for the top management changes and the anticipated earnings
shortfall are set forth in the July 6 press release, and I won't dwell on them
here. As I said in the press release, although GTECH's core business is sound,
the Board believes that it is prudent to step back and review our operations
from top to bottom. Each segment of GTECH's business will be evaluated to assess
how we are creating, maximizing and returning long-term sustainable value for
our shareholders and our customers. We will also be conducting a search for a
new Chief Executive Officer.

     As a result of these recent top management changes and the value assessment
currently under way, we believe it is appropriate and desirable to postpone the
Annual Meeting from its scheduled August 1 date to a date later this year. We
will be notifying shareholders as soon as the time and location of the
rescheduled meeting have been determined.

                                            Sincerely yours,

                                            /s/ W. Bruce Turner
                                            W. Bruce Turner
                                            Chairman of the Board
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                                  [GTECK LOGO]

                           GTECH HOLDINGS CORPORATION

                            ------------------------

                    NOTICE OF POSTPONEMENT OF ANNUAL MEETING
                                OF SHAREHOLDERS

                            ------------------------

To Our Shareholders:

     The Annual Meeting of Shareholders (the "Meeting") of GTECH Holdings
Corporation (the "Company"), originally scheduled to be held at 9:00 o'clock
a.m. on Tuesday, August 1, 2000, at the Westin Hotel, One West Exchange Street,
Providence, Rhode Island, has been postponed.

     The Company will, as soon as practicable, reschedule the Meeting and set a
new record date for the determination of shareholders entitled to notice of, and
to vote at, the Meeting and any adjournments thereof. All shareholders as of the
new record date will receive notice of the rescheduled meeting.

                                      By order of the Board of Directors,

                                      MICHAEL J. FINCH, Assistant Secretary

July 19, 2000


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