UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
VIDEO LOTTERY TECHNOLOGIES, INC.
---------------------------------
(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
444 Madison Avenue
38th 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
December 31, 1996
(Date 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. 11 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 December 31, 1996, William Spier sent a letter to
Richard Burt, Chairman of a Special Committee of the Board of
Directors of the Company formed to, among other things, consider
Mr. Spier's proposal to acquire the Company in a transaction in
which $6.00 per Share in cash would be paid for all Shares. The
letter requests that the Special Committee promptly respond to the
proposal. A copy of the letter is attached as an exhibit hereto
and is incorporated herein by reference.
Item 7 of the Schedule 13D is hereby amended to add
the following information.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Letter to Richard Burt, Chairman of the Special
Committee of the Board of Directors of the Company, dated
December 31, 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, GABRIEL CAPITAL, L.P.
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 Attorney Pursuant to Power of Attorney
PARKWAY M&A CAPITAL HOMER NOBLE
CORPORATION
By:/s/William Spier By:/s/William Spier
--------------- - ----------------
William Spier William Spier
Pursuant to Power of Attorney Pursuant to Power of Attorney
Date: December 31, 1996
Exhibit
William Spier
444 Madison Avenue, 38th Floor
New York, New York 10022
Phone: 212 751-2300
FAX: 212 644-0499
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December 31, 1996
Mr. Richard Burt
Chairman, Special Committee
Video Lottery Technologies, Inc.
115 Perimeter Center Place
Atlanta, GA 30346
Dear Rick:
I believe you have all the information you need to
evaluate my proposal to acquire Video Lottery Technologies at
$6.00 per share of common stock. I have proposed unprecedented
means of demonstrating my complete dedication to consummating the
proposed acquisition and unqualified confidence in my ability to
do so. Now, I am asking you and the other members of the Special
Committee to make a business decision. It is in everyone's
interest, particularly that of VLT stockholders, to avoid a
prolonged period of public posturing.
Consequently, I am extremely disappointed in the letter
you sent to me on Christmas Eve. You seem committed to creating
obstacles to a highly advantageous transaction and intent upon
fostering an adversarial process rather than one focusing on
attaining the best possible result for stockholders. Once again,
I ask you to enter into a cooperative undertaking to reward VLT
stockholders.
I have submitted a "no lose" proposal to VLT. After
signing an agreement for my transaction at a price no one has
suggested is anything but full and fair, VLT will be free to
continue to pursue alternatives producing greater cash value. If
I am unable to close my proposed transaction, I will reimburse
VLT's expenses. VLT will not be out-of-pocket anything.
Moreover, the uncertainty which has surrounded VLT for
the past few years will be eliminated if you accept my proposal.
A prompt decision is markedly preferable to further extended and
tortuous self-appraisals and third party solicitations with no
apparent likelihood of a more favorable proposal than the one I
have presented.
Once again, I repeat that I do not want any advantage
over third parties interested in acquiring VLT. I encourage the
Special Committee to provide all interested parties within
whatever information they want. However, I must protest any
attempt to deprive me of my ability to perform my duties as a
director under the guise of establishing a fair bidding process.
I do not want any information regarding the activities of other
bidders, if there are any, or the deliberations of the Special
Committee regarding sales of businesses or the Company and have
committed myself to support any transaction which will provide at
least $6 in cash per share to VLT stockholders. This should
adequately address your concerns.
You also expressed concern about my contacts with EDS.
As you well know, I have not had any discussions with EDS since
before my December 17 letter and have honored, and will continue
to honor, my commitment to the Board not to engage in substantive
discussions with EDS for the time period requested by you at the
December 18 Board meeting. Contrary to your statements, my only
past contacts with EDS have been with VLT's prior written
approval. Moreover, I have been fully supportive of VLT's
efforts to resolve its differences with EDS on terms which make
business sense for VLT. I have never had any objective other
than to ensure that VLT succeeds in its businesses and
reestablishes itself as a financially sound, profitable, and
innovative firm. This will remain true whether or not my
acquisition proposal is accepted.
Any suggestion that I have not placed the interests of
VLT and its stockholders first and foremost in all my actions is
arrant nonsense and disregards the obvious facts. More
importantly, your statements evidence an irrational hostility to
a proposal intended to foster a joint effort to achieve a
desirable result for VLT and its investors. I hope the Special
Committee can concentrate on the substance of my proposal and not
be diverted by unfounded and chimerical characterizations of my
conduct and motives.
Finally, based on our presentation to Salomon, we
believed it would promptly communicate to individual members of
the Committee its favorable view of our proposal. Your letter
carefully avoids any reference to Salomon's view of my proposal
or whether, in fact, the Special Committee has requested
Salomon's advice. It is highly relevant to VLT stockholders
whether Salomon Brothers believes $6 per share in cash is a fair
price for VLT and whether it believes my business plan is viable.
Has the Special Committee asked Salomon whether our proposal
satisfies these criteria? If not, we believe it should.
In conclusion, I once again request that the Special
Committee promptly respond to my proposal. If you can, in good
faith, conclude I have not offered highly attractive financial
terms, then reject the proposal. Otherwise, accept it. Do not
engage in legal legerdemain in order to avoid making a decision
and explaining it to VLT's stockholders. Even if you do not
believe I deserve this courtesy, VLT's public stockholders
certainly deserve an answer now.
Sincerely,
William Spier
