-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L51qwD1yYzONW98vFe82oGdAzImdWmvFXHXBZpjF4EwaP7gqAxgzsvUwakv0mHUX 3utpFlLqYm3Kt6dFOCen9g== 0000904454-97-000117.txt : 19971219 0000904454-97-000117.hdr.sgml : 19971219 ACCESSION NUMBER: 0000904454-97-000117 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971218 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOTOTE CORP CENTRAL INDEX KEY: 0000750004 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 810422894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-36154 FILM NUMBER: 97740174 BUSINESS ADDRESS: STREET 1: 100 BELLEVUE CITY: NEWARK STATE: DE ZIP: 19714 BUSINESS PHONE: 3027374300 MAIL ADDRESS: STREET 1: 100 BELLEVUE ROAD CITY: NEWARK STATE: NJ ZIP: 19714 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TOTE INC DATE OF NAME CHANGE: 19920317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAWRENCE TYRRELL ORTALE & SMITH CENTRAL INDEX KEY: 0000901033 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 515 MADISON AVE STREET 2: 29TH FL CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 515 MADISON AVE STREET 2: 29TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Autotote Corporation ________________________________________________________________ (Name of Issuer) Common Stock, $.01 par value _________________________________________________________________ (Title of Class of Securities) 0000533231 _________________________________________________________________ (CUSIP Number) Lawrence, Tyrrell, Ortale William J. Hewitt, Esq. & Smith Reboul, MacMurray, Hewitt, 515 Madison Avenue Maynard & Kristol New York, New York 10022 45 Rockefeller Plaza Attention: Larry J. Lawrence New York, New York 10111 Tel. (212) 826-9080 Tel. (212) 841-5700 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 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 [ ]. CUSIP No. 0000533231 Page 2 of 9 Pages ________________________________________________________________ 1) Name of Reporting Person Lawrence, Tyrrell, S.S. or I.R.S. Identification Ortale & Smith No. of Above Person _________________________________________________________________ 2) Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] _________________________________________________________________ 3) SEC Use only _________________________________________________________________ 4) Source of Funds OO _________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) _________________________________________________________________ 6) Citizenship or Place of Organization New York _________________________________________________________________ Number of 7) Sole Voting 983,762 shares of Shares Beneficially Power Common Stock, $.01 Owned by Each par value (issuable Reporting upon exercise of Person: warrants) ________________________________________ 8) Shared Voting Power -0- ________________________________________ 9) Sole Disposi- 983,762 shares of tive Power Common Stock, $.01 par value (issuable upon exercise of warrants) ________________________________________ 10) Shared Dis- positive Power -0- ________________________________________ 11) Aggregate Amount Beneficially 983,762 shares of Owned by Each Reporting Person Common Stock, $.01 par value (issuable upon exercise of warrants) _________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares CUSIP No. 0000533231 Page 3 of 9 Pages _________________________________________________________________ 13) Percent of Class Represented by 2.8% Amount in Row (11) _________________________________________________________________ 14) Type of Reporting Person PN _________________________________________________________________ CUSIP No. 0000533231 Page 4 of 9 Pages _________________________________________________________________ 1) Name of Reporting Person Larry J. Lawrence S.S. or I.R.S. Identification No. of Above Person _________________________________________________________________ 2) Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] _________________________________________________________________ 3) SEC Use only 4) Source of Funds OO _________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) _________________________________________________________________ 6) Citizenship or Place of Organization United States _________________________________________________________________ Number of 7) Sole Voting 1,074,257 shares of Shares Beneficially Power Common Stock, $.01 Owned by Each par value (includes Reporting 42,533 shares Person: issuable upon exercise of warrants) _______________________________________ 8) Shared Voting 983,762 shares of Common Stock, $.01 par value (issuable upon exercise of warrants) ________________________________________ 9) Sole Disposi- 1,074,257 shares of tive Power Common Stock, $.01 par value (includes 42,533 shares issuable upon exercise of warrants) ________________________________________ 10) Shared Dis- 983,762 shares of positive Common Stock, $.01 Power par value (issuable upon exercise of warrants) ________________________________________ CUSIP No. 0000533231 Page 5 of 9 Pages 11) Aggregate Amount Beneficially 2,058,019 shares of Owned by Each Reporting Person Common Stock, $.01 par value (includes 1,026,295 issuable upon exercise of warrants) _________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares _________________________________________________________________ 13) Percent of Class Represented by 5.8% Amount in Row (11) _________________________________________________________________ 14) Type of Reporting Person IN _________________________________________________________________ CUSIP No. 0000533231 Page 6 of 9 Pages Amendment No. 7 to Schedule 13D _______________________________ Reference is hereby made to the statement on Schedule 13D originally filed with the Securities and Exchange Commission on May 7, 1990, as amended by Amendment No. 1 thereto filed on January 17, 1991, Amendment No. 2 thereto filed on November 19, 1991, Amendment No. 3 thereto filed on December 11, 1992, Amendment No. 4 thereto filed on October 25, 1993, Amendment No. 5 thereto filed on September 2, 1994 and Amendment No. 6 thereto filed on October 15, 1997 (as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. Item 3. Source and Amount of Funds or Other Consideration. _________________________________________________ Item 3 is hereby amended by adding the following thereto: The number of shares of Common Stock underlying the Warrants held by LTOS and Mr. Lawrence was adjusted pursuant to certain anti-dilution provisions in the terms of such Warrants, as a result of the issuances of securities by the Issuer in October 1995, November 1995, January 1996 and March 1996 for consideration below market value, as defined in the Form of Common Stock Purchase Warrant. The Form of Common Stock Purchase Warrant was filed as Exhibit A to Amendment No. 2 to the Schedule 13D, and any description thereof is qualified in its entirety by reference thereto. The exercise price of the Warrants was also adjusted to $1.6357 per share of Common Stock. Item 5. Interest in Securities of the Issuer. ____________________________________ Item 5 of the Schedule 13D is hereby amended and restated to read in its entirety as follows: The following information is based on a total of 35,334,868 shares of Common Stock outstanding as of September 10, 1997, as reported in the Issuer's Quarterly Report on Form 10-Q dated September 12, 1997. Calculations include shares issuable upon the exercise of all warrants and options to purchase Common Stock held by LTOS and/or Mr. Lawrence that are presently exercisable or are exercisable within sixty days of the date of this statement. (a) LTOS ____ CUSIP No. 0000533231 Page 7 of 9 Pages LTOS owns 983,762 shares of Common Stock (issuable upon exercise of warrants), or approximately 2.8% of the Common Stock outstanding. LVP, as the general partner of LTOS, may be deemed to beneficially own the shares of Common Stock owned by LTOS. Mr. Lawrence ____________ Mr. Lawrence directly beneficially owns 1,074,257 shares of Common Stock (including 42,533 shares issuable upon exercise of warrants and 43,750 shares issuable upon exercise of options), or approximately 3.0% of the Common Stock outstanding. In the aggregate with the shares owned by LTOS, Mr. Lawrence may be deemed to beneficially own 2,058,019 shares of Common Stock (including 1,026,295 shares issuable upon exercise of warrants), or approximately 5.8% of the Common Stock outstanding. Mr. Lawrence disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein, and/or that are not actually distributed to him. Other General Partners of LVP _____________________________ (i) Jack Tyrrell directly beneficially owns 11,694 shares of Common Stock, and, in addition, may be deemed to indirectly beneficially own 17,769 shares of Common Stock held by the John Ryan Tyrrell Trust. In the aggregate, Mr. Tyrrell may be deemed to own less than 0.1% of the Common Stock outstanding. (ii) Patrick W. Ortale, III directly beneficially owns 31,302 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (iii) Richard W. Smith directly beneficially owns 20,338 shares of Common Stock and, in addition, may be deemed to own beneficially 11,550 shares of Common Stock held by the Emily Wyndham Smith Trust, 11,550 shares of Common Stock held by the Nicholas James Smith Trust, 11,550 shares of Common Stock held by the Alastair Davis Smith Trust and 11,550 shares of Common Stock held by the Penelope Ann Smith Trust. In the aggregate, Mr. Smith may be deemed to own approximately .2% of the Common Stock outstanding. (iv) Brian T. Horey directly beneficially owns 12,109 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. CUSIP No. 0000533231 Page 8 of 9 Pages (b) The general partners of LVP may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the shares of Common Stock owned by LTOS. Each of the general partners of LVP disclaims beneficial ownership of all shares of Common Stock other than the shares of Common Stock he owns directly (or indirectly through a trust for the benefit of a minor child) or indirectly by virtue of his pro rata interest, as a partner of LVP, in the Common Stock owned by LTOS. (c) On November 1, 1997 Mr. Lawrence acquired 21,667 shares of Common Stock, representing vesting as to one-third of the shares of Non- Employee Director Deferred Stock granted on November 1, 1996, as described in Item 6 below. On November 1, 1997 Mr. Lawrence also acquired 10,000 shares of Common Stock pursuant to a grant of Non-Employee Director Restricted Stock under the Issuer's 1992 Equity Incentive Plan, as amended and restated. (d) Except as described in this statement, no person has the right to receive or the power to direct the receipt of dividends on, or proceeds from the sale of, the shares of Common Stock owned by LTOS and/or Mr. Lawrence. (e) LTOS ceased to be the owner of more than five percent of the Common Stock on September 23, 1997. Item 6. Contracts, Arrangements, Understandings, of Relationships With Respect to Securities of the Issuer. ______________________________________________________ Item 6 is hereby amended by adding the following thereto: On June 1, 1996 Mr. Lawrence was granted 10,000 shares of Non- Employee Director Deferred Stock, vesting in three equal installments on June 1, 1997, June 1, 1998 and June 1, 1999. On November 1, 1996 Mr. Lawrence was granted 65,000 shares of Non-Employee Director Deferred Stock, vesting in three equal installments on November 1, 1997, November 1, 1998 and November 1, 1999. Shares of Non-Employee Director Deferred Stock are not issued until they have vested. On December 16, 1996 Mr. Lawrence was granted on option to purchase 175,000 shares of Common Stock at $1.0625 per share, vesting in four equal installments of 43,750 each on December 16, 1997, December 16, 1998, December 16, 1999 and December 16, 2000 and expiring on December 15, 2006. CUSIP No. 0000533231 Page 9 of 9 Pages 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. Dated: December 17, 1997 LAWRENCE, TYRRELL, ORTALE & SMITH By: Lawrence Venture Partners, General Partner By:/s/ Larry J. Lawrence ___________________________ General Partner /s/ Larry J. Lawrence ___________________________ Larry J. Lawrence -----END PRIVACY-ENHANCED MESSAGE-----