UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
VIDEO LOTTERY TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
92656M10
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(CUSIP Number)
William Spier
101 East 52nd Street
11th Floor
New York, New York 10022
(212) 759-3287
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
- with a copy to -
Peter S. Golden, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 820-8000
November 26, 1996
(Dates 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 [ ].
Check the following box if a fee is being paid with the
statement [ ].
This Amendment No. 9 amends and supplements the
statement on Schedule 13D filed by William Spier on October 30,
1992 and, as a result of an amendment thereto, by Video
Investment Partners, L.P., Asgard Ltd., Parkway M&A Capital
Corporation, Alpine Associates, Ltd., Gabriel Capital, L.P.,
LBN Investment Associates, L.P., and Homer Noble (the "Schedule
13D") with respect to Common Stock, par value $.01 per share
(the "Shares"), of Video Lottery Technologies, Inc., a Delaware
corporation (the "Company").
Unless otherwise defined, all capitalized terms used
herein shall have the meaning given such terms in the Schedule
13D.
Item 4 of the Schedule 13D is hereby amended to add
the following information.
Item 4. Purpose of Transaction
- ------ ----------------------
On November 26, 1996, William Spier delivered a letter
to the Board of Directors relating to his previous proposal for
an acquisition of the Company. In the letter, Mr. Spier also
has indicated the possibility of his providing financial
support to the Company and its Automated Wagering International
subsidiary pending closing of the acquisition. A copy of the
letter is attached as an exhibit hereto and is hereby
incorporated herein by reference. There can be no assurance
that any transaction will result from Mr. Spier's proposal.
Item 7 of the Schedule 13D is hereby amended to add
the following information.
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
Letter to Board of Directors of the Company dated
November 26, 1996.
Signature
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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.
ALPINE ASSOCIATES, LTD.
/s/William Spier By: /s/William Spier
- ---------------------------- --------------------------
William Spier William Spier
Pursuant to Power of
Attorney
VIDEO INVESTMENT PARTNERS, L.P. GABRIEL CAPITAL, L.P.
By: /s/William Spier By: /s/William Spier
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William Spier William Spier
Managing General Partner Pursuant to Power of
Attorney
ASGARD LTD. LBN INVESTMENT ASSOCIATES, L.P.
By: /s/William Spier By: /s/William Spier
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William Spier William Spier
Pursuant to Power of Attorney Pursuant to Power of
Attorney
PARKWAY M&A CAPITAL HOMER NOBLE
CORPORATION
By: /s/William Spier By: /s/William Spier
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William Spier William Spier
Pursuant to Power of Attorney Pursuant to Power of
Attorney
Date: November 26, 1996
EXHIBIT
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November 26, 1996
Board of Directors
Video Lottery Technologies, Inc.
115 Perimeter Center Place
Suite 911
Atlanta, GA 30346
Lady and Gentlemen:
This letter is intended to respond to your inquiry regarding
my proposal to acquire Video Lottery Technologies in a
transaction in which all holders of VLT common shares would
receive $6 per share in cash.
At the outset, I believe it is critical to restate what
should already be manifest: my proposal is intended to provide
VLT with a highly advantageous means of addressing its severe
business and financial difficulties. If VLT commits itself to a
cooperative effort to facilitate my proposal, I am confident that
any reasonable questions you may have regarding the transaction
will be quickly resolved to your complete satisfaction.
Indeed, I believe that, by pursuing my proposal, VLT will be
able to stabilize its business operations and ensure its
viability pending closing of my acquisition transaction. With
your encouragement, in the course of finalizing the arrangements
necessary to complete this transaction, I also will take
appropriate action to meet the most pressing needs of VLT and
AWI. In that regard, I am prepared to explore with you my
providing credit support to VLT and AWI in order to assure that
AWI does not default under bonding requirements in Maryland.
Consequently, by working with us, VLT will be improving its
current precarious condition.
As we all know, VLT has spent well over two years
exhaustively and unsuccessfully exploring strategic alternatives.
During this time, VLT's business performance has deteriorated and
the market price of VLT's shares has declined precipitously. In
light of this unfortunate history, it makes eminent business
sense to afford VLT's shareholders the opportunity to consider my
proposal.
I am sure you appreciate that the magnitude of my investment
in VLT, my business history, the financial, business and legal
resources I can quickly muster, my sense of responsibility and
experience in dealing with a public and highly regulated company,
and my concern for VLT provide you with more than an adequate
basis for concluding that my proposal is credible and is quite
capable of being completed. In my entire business career, I have
yet to make an offer which I have not been able to honor.
Maintaining my credibility at VLT and in the broader business and
financial communities provides me with the greatest of incentives
to complete the transaction.
I will briefly address your specific inquiries. First, the
composition of my investor group is not fixed. I would expect
that a substantial portion of those in the group owning in excess
of 1.4 million VLT shares will continue to participate as passive
investors in this new venture. Other persons have indicated
their interest in providing additional equity and I am prepared
to invest additional money as well.
Regarding my ability to obtain necessary licensing
approvals, it is critical to recognize that I will be the lead
investor. Gaming and lottery authorities have repeatedly found
me to be qualified and have never expressed any concern with
respect to my business or personal life. Similarly, the
structure and composition of my current investor group has been
reviewed and approved. Obviously, any potential new participants
in my group will be selected with complete cognizance of
regulatory requirements.
I am prepared to finalize the financing necessary to
complete the transaction once we have reached agreement on my
proposal. However, you must understand my reluctance to pay
substantial fees for financing commitments before I know that you
have endorsed my proposal. (Obviously, once a mutually
acceptable merger agreement is signed, I am prepared to pay these
fees.) I have held discussions with a number of sources of
financing and believe that the financing is readily available and
that the necessary arrangements can be completed well before
proxy materials would be mailed to VLT shareholders relating to
the acquisition. My willingness to provide VLT with interim
financial support to meet bonding requirements further evidences
my confidence in completing the transaction.
Finally, you have asked about my arrangements with EDS. I
have purposely avoided detailed discussions and negotiations with
EDS in order to avoid any suggestion that I was interfering with
the efforts of VLT and potential purchasers of AWI to resolve the
pending dispute with EDS. Therefore, I have no agreements or
understandings with EDS. Nevertheless, based on general
discussions on a conceptual level, I am confident that EDS will
work with both VLT and me to remove any obstacles to consummation
of my proposal and that EDS' objectives can be met in the context
of my acquisition of VLT. I believe that EDS is prepared to
devote immediate attention to finalizing an agreement with my
group if VLT indicates its support for this effort. Obviously, I
suggest that you confirm with EDS that it has confidence in me
and my business plan and that EDS believes that an acceptable
working relationship can be quickly documented.
If the VLT Board can in good conscience conclude that there
is another business strategy which better ensures the viability
of the company, more fully and fairly compensates shareholders,
and more effectively and realistically controls the risks
confronting VLT, its shareholders, customers and partners, I
believe it should promptly articulate this alternative. If, as I
believe, there is no other reasonable alternative, we should
quickly join together to complete my proposed transaction. In
any event, if you believe there are such alternatives, VLT's
independent financial advisor and VLT's shareholders then should
make an informed decision as to whether a sale of the company at
$6 per share is, as I am certain, the best hope for VLT.
Let us avoid needless sparring over legalisms and dedicate
ourselves to accomplishing what is best for VLT, its
shareholders, and all of its other constituents - consummation of
a sale of VLT at $6 per share.
I look forward to working with you.
Sincerely,
William Spier
