UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
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
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) 859-8000
December 3, 1997
(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. 15 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 6 of the Schedule 13D is hereby amended to add
the following information.
Item 6. Contracts, Arrangements, Understandings
- ------- or Relationship with Respect to Securities of Issuer.
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Mr. Spier has entered into an agreement with the
Company which provides for, among other things, the Company's
cooperation in the proposed offering of Shares by the parties to this
Schedule 13D and, upon the beneficial ownership of Shares by the
parties to this Schedule 13D falling below 5% of the outstanding
Shares, Mr. Spier's resignation as a director of the Company and
restrictions upon his ability to acquire additional Shares. Under
certain circumstances, the agreement provides for the reimbursement of
certain of the Company's expenses in connection with the proposed firm
commitment underwritten public offering of the Shares owned by the
parties to this Schedule 13D (which offering will be made only
pursuant to an effective registration statement) and, upon the
occurrence of certain events, mutual releases by the Company and the
parties to this Schedule 13D of any claims they may have against the
other. A copy of this agreement is attached hereto as an exhibit 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.
- ------- ---------------------------------
Agreement between the Company and William Spier dated
December 3, 1997.
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 CORPORATION HOMER NOBLE
By: /s/William Spier By: /s/William Spier
------------------------------ ------------------------------
William Spier William Spier
Pursuant to Power of Attorney Pursuant to Power of Attorney
Date: December 3, 1997
Exhibit
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AGREEMENT dated December 3, 1997 between Video Lottery
Technologies, Inc., a Delaware corporation (the "Company"), and
William Spier ("Spier").
1. In connection with an exercise of the demand registration
rights pursuant to Section 4.1.1 of the Stockholders Agreement dated
as of February 23, 1993 by the Purchasers (as such term is defined
therein), the Company agrees to cooperate with the Purchasers and
their underwriters with respect to the offer to sell their shares of
Company common stock and to comply with its obligations under Section
4 of the Stockholders Agreement. Spier agrees to include in the
offering of shares all shares of Company common stock he owns, whether
or not acquired or held as part of the group which is a party to the
Stockholders Agreement.
2. Spier agrees to resign as a director of the Company
effective immediately upon the disposition of shares of Company common
stock by the Purchasers resulting in the aggregate beneficial
ownership of the Purchasers being less than 5% of all outstanding
shares of Company common stock.
3. Spier agrees that, if the aggregate beneficial ownership
of shares of Company common stock of the Purchasers falls below 5% of
all outstanding shares as a result of dispositions of shares by the
Purchasers, for a period of seven years after the date hereof, he will
not (a) acquire beneficial ownership of or any rights with respect to
any additional shares of Company common stock or any other security
issued by the Company (other than indirect ownership through
investment or mutual funds as to which he has no investment or voting
authority) or (b) "solicit" or become a "participant" in any
solicitation or "proxies" involving any voting stock of the Company
(as such terms are defined in the proxy rules promulgated pursuant to
the provisions of the Securities Exchange Act of 1934, as amended).
4. (a) Effective upon the aggregate beneficial ownership of
shares of Company common stock by the Purchasers falling below 2% of
all outstanding shares of Company common stock, the Company, its
affiliates, successors and assigns release and discharge Spier and
each of the Purchasers, their respective affiliates, associates, heirs
and assigns and advisors and counsel (the "Investor Group") from all
suits, claims, charges and causes of action, in law or equity or
otherwise, whether known or unknown, which any of them have or may
have against any member of the Investor Group arising out of, relating
to, or in connection with (i) Spier's service as an officer and
director of the Company and its subsidiaries, (ii) the Investor
Group's investment in the Company, and (iii) any events relating to
the Company or its stock or any actions or omissions by Spier or any
other member of the Investor Group on or before the date of this
Agreement; but, excluding matters relating to breaches of this
Agreement.
(b) Effective upon the aggregate beneficial
ownership of shares of Company common stock by the Purchasers falling
below 2% of all outstanding shares of Company common stock, Spier,
each member of the Investor Group, their respective affiliates,
associates, heirs and assigns release and discharge the Company and
its subsidiaries, their respective successors, assigns, directors,
officers and affiliates and their advisors and counsel (the "Company
Group") from all suits, claims, charges and causes of action, in law
or equity or otherwise, whether known or unknown, which any of them
may have against the Company, its subsidiaries or any of their
respective successors, assigns, directors, officers, affiliates,
advisors and counsel arising out of, relating to, or in connection
with (i) Spier's service as an officer and director of the Company and
its subsidiaries, (ii) the Investor Group's investment in the Company,
and (iii) any events relating to the Company or its stock or any
actions or omissions by any member of the Company Group on or before
the date of this Agreement; but, excluding matters relating to
breaches of this Agreement.
5. Pursuant to the Company's policies and procedures, the
Company will reimburse Spier for his accounting, financial and other
actual expenses up to $22,000 incurred in connection with Company
licensing matters and other regulatory disclosure requirements.
6. If all of the shares of Company common stock owned by the
Purchasers can be sold pursuant to the proposed underwritten public
offering at a price of at least $11.75 per share before March 1, 1998
and the Purchasers decide not to sell their shares, then Spier (on
behalf of the Purchasers) agrees to pay up to $150,000 of the
Company's actual out-of-pocket expenses in connection with the
preparation and filing of a registration statement or otherwise
directly relating to the offering of the Purchasers' shares ("Company
Expenses"). If all of the shares of Company common stock owned by the
Purchasers are sold pursuant to the proposed underwritten public
offering at a price in excess of $12.50 per share before March 1,
1998, then Spier (on behalf of the Purchasers) agrees to pay up to
$100,000 of the Company Expenses.
7. The provisions of Sections 6(a) - (h) of the Stockholders
Agreement are incorporated herein with the same effect as if such
Sections were expressly set forth herein.
8. This Agreement will terminate and be of no further force
and effect (except that paragraphs 5, 6 and this paragraph shall
survive termination and continue in full force and effect) if the
Purchasers do not sell sufficient shares of Company common stock to
reduce their beneficial ownership to below 5% of all outstanding
shares of Company common stock pursuant to the proposed public
offering.
IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be signed as of the date first above written.
VIDEO LOTTERY TECHNOLOGIES, INC.
By:
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William Spier
