UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
VIDEO LOTTERY TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
92656M10
(CUSIP Number)
William Spier
101 East 52nd Street
11th Floor
New York, New York 10022
(212) 759-3287
(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
September 18, 1996
(Dates of Events which Require 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 / /.
Page 1 of 11 Pages
CUSIP No. 92656M10 13D Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Spier
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER 1,496,564
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,496,564
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,496,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.4%
14 TYPE OF REPORTING PERSON*
IN
CUSIP No. 92656M10 13D Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Video Investment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN /X/
SHARES*
(See Item 5 for a discussion of 226,167 shares (2.2%
of class) as to which beneficial ownership is disclaimed)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 92656M10 13D Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Asgard Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
7 SOLE VOTING POWER
NUMBER
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
(See Item 5 for a discussion of 148,307 shares (1.4%
of class) as to which beneficial ownership is disclaimed)
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 92656M10 13D Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Parkway M&A Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN /X/
SHARES*
(See Item 5 for a discussion of 74,153 shares (.7% of
class) as to which beneficial ownership is disclaimed)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.07%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 92656M10 13D Page 6 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpine Associates, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
NUMBER
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
(See Item 5 for a discussion of 370,766 shares (3.6% /X/
of class) as to which beneficial ownership is disclaimed)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 92656M10 13D Page 7 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriel Capital, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED / /
PURSUANT TO ITEMS 2(a) OR 2(b)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN /X/
SHARES*
(See Item 5 for a discussion of 222,459 shares (2.1%
of class) as to which beneficial ownership is disclaimed)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 92656M10 13D Page 8 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LBN Investment Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* /X/
(See Item 5 for a discussion of 148,307 shares (1.4%
of class) as to which beneficial ownership is disclaimed)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 92656M10 13D Page 9 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Homer Noble
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
(See Item 5 for a discussion of 74,153 shares (.7% of /X/
class) as to which beneficial ownership is disclaimed)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0
14 TYPE OF REPORTING PERSON*
IN
This Amendment No. 7 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
William Spier has expressed to the Board of Directors of the
Company interest in exploring a possible acquisition of the Automated Wagering
International subsidiary or business of the Company by him, possibly all or
certain of the other parties to this Schedule 13D, possibly William Lyons (a
member of the Board of Directors of the Company), and possibly third parties.
There can be no assurance that any proposal will be made to the Company or
that any transaction will result.
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.
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
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
William Spier William Spier
Pursuant to Power of Pursuant to Power of Attorney
Attorney
PARKWAY M&A CAPITAL HOMER NOBLE CORPORATION
By: /s/William Spier By: /s/William Spier
William Spier William Spier
Pursuant to Power of Pursuant to Power of Attorney
Attorney
Date: September 18, 1996
