<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): January 6, 1997
VIDEO LOTTERY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-19322 81-0470853
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
</TABLE>
115 Perimeter Center Place, Suite 911, Atlanta, GA 30346
(Address of principal executive offices and zip code)
(770) 481-1800
(Registrant's telephone number, including area code)
1
<PAGE> 2
ITEM 5. OTHER EVENTS
On January 6, 1997, the Board of Directors of Video Lottery
Technologies, Inc. (VLT) responded by letter to Mr. William Spier's letter to
the Company dated December 31, 1996. A copy of the letter to Mr. William Spier
is attached as Exhibit 99 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99 Letter by the Board of Directors of Video Lottery
Technologies, Inc., to Mr. William Spier, dated
January 6, 1997.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VIDEO LOTTERY TECHNOLOGIES, INC.
Date: January 6, 1997 /s/ Janet M. Bjork
--------------------------
Janet M. Bjork
Assistant Secretary
(authorized to sign on behalf of Registrant)
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ------ ----------- ------
<S> <C> <C>
99 Letter to William Spier dated January 6, 1997 5
</TABLE>
4
<PAGE> 1
EXHIBIT 99
January 6, 1997
VIA FACSIMILE
AND U.S. MAIL
212-644-0499
Mr. William Spier
444 Madison Avenue
38th Floor
New York, NY 10022
Dear Bill:
I am writing in response to your letter of December 31, 1996.
First, I again want to stress the Special Committee's determination to
consider your offer promptly and seriously, with the help of its financial and
legal advisors. To do so, however, the Committee must have answers to the
legitimate questions it has posed to you in order to satisfy itself that an
agreement with your group would lead to a prompt closing and would not result
(or have the appearance of resulting) from any unfair advantage you may have as
a corporate insider.
Your letter of December 31 indicates that you have chosen not to
address certain of the Special Committee's questions because you regard those
questions as inappropriate. Other questions you have simply ignored, without
explanation.
For the record, let me list those questions the Special Committee has
asked that you have declined to address:
1. Financing. We are still awaiting your description of how you would
finance your proposed transaction. You have also declined to address the Special
Committee's concern that you apparently need a period of 45 days after an
agreement is signed to obtain commitments for financing, which we take to be
further evidence of uncertainty.
5
<PAGE> 2
- 2-
2. Regulatory Approval. Your letter of December 31 completely ignores a
point that we have made several times, most recently in our letter of December
17: We need more specific assurances than those delivered to date that the
regulatory process will be resolved favorably and in a reasonably short period
of time, and would be particularly interested in the opinion of your regulatory
counsel regarding that process and VLT's exposure to regulatory risks.
3. Past Discussions with Asset Buyers and Other Parties. Our letters of
December 9 and December 17 requested in very specific terms that you provide us
with all particulars of discussions and correspondence between you and your
counsel and other advisors, on the one hand, and potential buyers of divisions
or assets of VLT or other third parties that may be interested in joint ventures
or other dealings with VLT, on the other hand. We have noted clearly the
relevance of that information to the fairness of any sale of VLT to a corporate
insider. You have steadfastly refused to provide the requested information or to
explain such refusal.
4. Discussions with EDS and Other Third Parties. Our letters of December 9
and December 17 requested in very specific terms that you agree that the Special
Committee be charged with deciding, in good faith, what information should be
provided to you and Mr. Lyons and in which Board discussions you should
participate. Although we want only to ensure that your access to certain
information as a Board member does not afford you an improper advantage over
other actual and potential bidders, you have thus far refused to accede to the
Special Committee's request.
On the question of your contacts with EDS, your letter of December 31
continues to be vague and incomplete in response to concerns that we have
expressed. Do you, or do you not, agree that you will have no contact with EDS,
direct or indirect, without the Committee's prior knowledge and approval? Do
you, or do you not, disavow your statement, reported on December 18 by the Dow
Jones News Service, that you "still think [you] should have the ability to talk
with [EDS]"?
Finally, the Special Committee has expressly requested that you (a) refrain
from discussions with third parties with whom VLT has dealings, unless VLT
agrees in advance and has representatives present and participating and (b)
abide by the Special Committee's judgment as to whether a particular meeting
between you (or your representatives) and any third party would be contrary to
VLT's interest. Your letter of December 31 does not respond to this request, and
we would like a direct response.
6
<PAGE> 3
- 3 -
Bill, in order to be absolutely clear on the point, I will again emphasize
in closing the Special Committee's determination to consider your proposal
promptly and in good faith. If you would respond to our concerns and questions,
simply and directly, rather than characterize our raising them as evidencing "an
irrational hostility" to your proposal, we can move forward cooperatively. We
frankly do not understand your failure to have addressed these concerns and
questions to date and hope that we can now expect a constructive response. VLT's
public stockholders deserve no less.
Sincerely,
/s/ Richard Burt
- ------------------------------
Richard Burt
Chairman, Board of Directors
7
