UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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 14, 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. 8 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
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William Spier has delivered a letter to the Board of
Directors proposing an acquisition of the Company by an
investor group Mr. Spier is forming. (The composition of the
investor group has not been determined. It may include certain
of the other parties to this Schedule 13D.) The proposal
contemplates the payment of $6 per Share in cash for all
outstanding Shares and is subject to a number of conditions. 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 this proposal.
Item 7 of the Schedule 13D is hereby amended to add
the following information.
Item 7. Material to be Filed as Exhibits.
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Letter to Board of Directors of the Company dated
November 14, 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
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William Spier William Spier
Pursuant to Power of Attorney
VIDEO INVESTMENT GABRIEL CAPITAL, L.P.
PARTNERS, 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 Pursuant to Power of Attorney
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 Pursuant to Power of Attorney
of Attorney
Date: November 14, 1996
EXHIBIT
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November 14, 1996
The Board of Directors
Video Lottery Technologies, Inc.
115 Perimeter Center Place
Suite 911
Atlanta, GA 30346
Gentlemen and Lady:
After careful review of the challenges facing Video Lottery
Technologies, Inc. ("VLT") and recognition that there are
differing philosophies as to how best to meet these challenges,
we have concluded that a sale of VLT is the course most likely to
address the needs of VLT and its shareholders. Therefore, an
investment group I am forming is pleased to offer to acquire VLT
in a transaction in which all holders of the common stock would
receive $6 per share in cash.
In light of the uncertainties surrounding VLT's businesses
and certain monetary claims asserted against VLT, we believe a
cash price representing an approximately 90% premium over current
stock market prices is full and fair. Indeed, we consider this
price so attractive that, if VLT could obtain an equal or
superior cash proposal for all outstanding shares, we, as one of
the largest stockholders in VLT, would support that proposal. In
that regard, our proposal permits VLT to actively "shop" itself
for the period following our signing an agreement through
December 31, 1996.
The only material conditions to our transaction following
negotiation of mutually acceptable agreements would be the
receipt of any necessary regulatory and third party approvals,
including state lottery and gaming authorities and racing
associations, the receipt of the proceeds of financing, and
customary conditions in transactions of this nature. I expect no
difficulties relating to regulatory matters because I am already
approved in all jurisdictions in which VLT and its subsidiaries
operate. With respect to financing, we believe that we could
finalize the necessary arrangements quickly with VLT's
cooperation. Our proposal is not conditioned on a resolution of
any claims against VLT by third parties, including EDS.
We are prepared to move quickly to complete this transaction
and are eager to negotiate in good faith to address any concerns
you may have. We are confident all necessary documentation can
be completed rapidly.
Given the Company's situation, we believe that it is in
everyone's interest to determine the Company's future quickly.
Therefore, we request that you respond to our proposal by
November 25.
As you know, we are required to make this letter public
because we are a Schedule 13D filer.
We look forward to hearing from you.
Sincerely,
/s/ William Spier
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William Spier
