-----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, N8C7RONVuGL+CnrZcV6k0Sx4caQIMmqSeLyOWYJkPaDeRrr6gNtl+mt7jTDAMjXg /ieF1x6uNGOIj34DLkWd1w== 0001144204-06-034470.txt : 20060817 0001144204-06-034470.hdr.sgml : 20060817 20060817170418 ACCESSION NUMBER: 0001144204-06-034470 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060817 DATE AS OF CHANGE: 20060817 GROUP MEMBERS: D.E. SHAW & CO., L.P. GROUP MEMBERS: DAVID E. SHAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GTECH HOLDINGS CORP CENTRAL INDEX KEY: 0000857323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 050450121 STATE OF INCORPORATION: DE FISCAL YEAR END: 0223 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42590 FILM NUMBER: 061041424 BUSINESS ADDRESS: STREET 1: 55 TECNOLOGY WAY CITY: WEST GREENWICH STATE: RI ZIP: 02817 BUSINESS PHONE: 4013921000 MAIL ADDRESS: STREET 1: 55 TECHNOLOGY WAY STREET 2: LEGAL DEPARTMENT CITY: WEST GREENWICH STATE: RI ZIP: 02817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. Shaw Valence Portfolios, L.L.C. CENTRAL INDEX KEY: 0001294704 IRS NUMBER: 134046559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 120 W. 45TH STREET STREET 2: 39 FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 478-0000 MAIL ADDRESS: STREET 1: 120 W. 45TH STREET STREET 2: 39 FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 v050642_sc13ga.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 
(Amendment No. 1)

GTECH Holdings Corporation
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

400518106
(CUSIP Number)

August 7, 2006
(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is filed:

o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
CUSIP No. 400518106

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
D. E. Shaw Valence Portfolios, L.L.C.
 
 
13-4046559
 
     
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
o
 
(b)
o
     
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
 
 
Delaware
 
 
Number of
5.
Sole Voting Power
Shares
 
-0-
Beneficially
   
Owned by
6.
Shared Voting Power
Each
 
7,797,710
Reporting
   
Person With
7.
Sole Dispositive Power
   
-0-
     
 
8.
Shared Dispositive Power
   
7,797,710
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
7,797,710
 
     
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
   
11.
Percent of Class Represented by Amount in Row (9)
 
 
6.1%
 
     
12.
Type of Reporting Person (See Instructions)
 
 
OO
 


 
CUSIP No. 400518106

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
D. E. Shaw & Co., L.P.
 
 
13-3695715
 
     
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
o
 
(b)
o
     
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
 
 
Delaware
 
 
Number of
5.
Sole Voting Power
Shares
 
-0-
Beneficially
   
Owned by
6.
Shared Voting Power
Each
 
8,692,410
Reporting
   
Person With
7.
Sole Dispositive Power
   
-0-
     
 
8.
Shared Dispositive Power
   
8,692,410
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
8,692,410
 
     
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
   
11.
Percent of Class Represented by Amount in Row (9)
 
 
6.8%
 
     
12.
Type of Reporting Person (See Instructions)
 
 
IA, PN
 



CUSIP No. 400518106
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
David E. Shaw
 
     
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
o
 
(b)
o
     
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
 
 
United States
 
     
 
Number of
5.
Sole Voting Power
Shares
 
-0-
Beneficially
   
Owned by
6.
Shared Voting Power
Each
 
8,692,410
Reporting
   
Person With
7.
Sole Dispositive Power
   
-0-
     
 
8.
Shared Dispositive Power
   
8,692,410
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
8,692,410
 
     
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
   
11.
Percent of Class Represented by Amount in Row (9)
 
 
6.8%
 
     
12.
Type of Reporting Person (See Instructions)
 
 
IN
 




 
Item 1.
 
(a)
Name of Issuer
 
GTECH Holdings Corporation
   
(b)
Address of Issuer's Principal Executive Offices
 
55 Technology Way
 
West Greenwich, Rhode Island 02817
   
Item 2.
 
(a)
Name of Person Filing
 
D. E. Shaw Valence Portfolios, L.L.C.
 
D. E. Shaw & Co., L.P.
 
David E. Shaw
   
(b)
Address of Principal Business Office or, if none, Residence
 
The business address for each reporting person is:
 
120 W. 45th Street, Tower 45, 39th Floor
 
New York, NY 10036
   
(c)
Citizenship
 
D. E. Shaw Valence Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
 
D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
 
David E. Shaw is a citizen of the United States of America.
   
(d)
Title of Class of Securities
 
Common Stock, $0.01 par value
   
(e)
CUSIP Number
 
400518106

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership

As of August 14, 2006:

(a) Amount beneficially owned:
 
   
D. E. Shaw Valence Portfolios, L.L.C.:
7,797,710 shares
 
This is composed of (i) 7,701,510 shares in the name of D. E. Shaw Valence Portfolios, L.L.C. and (ii) 96,200 shares in the name of D. E. Shaw Valence, L.L.C.
   
D. E. Shaw & Co., L.P.:
8,692,410 shares
 
This is composed of (i) 894,700 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (ii) 7,701,510 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., and (iii) 96,200 shares in the name of D. E. Shaw Valence, L.L.C.
   
David E. Shaw:
8,692,410 shares
 
This is composed of (i) 894,700 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (ii) 7,701,510 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., and (iii) 96,200 shares in the name of D. E. Shaw Valence, L.L.C.
   
 
 

 
(b) Percent of class:
 
D. E. Shaw Valence Portfolios, L.L.C.:
6.1%
D. E. Shaw & Co., L.P.:
6.8%
David E. Shaw:
6.8%
   
(c) Number of shares to which the person has:
 
(i) Sole power to vote or to direct the vote:
 
D. E. Shaw Valence Portfolios, L.L.C.:
-0- shares
D. E. Shaw & Co., L.P.:
-0- shares
David E. Shaw:
-0- shares
   
(ii) Shared power to vote or to direct the vote:
 
D. E. Shaw Valence Portfolios, L.L.C.:
7,797,710 shares
D. E. Shaw & Co., L.P.:
8,692,410 shares
David E. Shaw:
8,692,410 shares
   
(iii) Sole power to dispose or to direct the disposition of:
 
D. E. Shaw Valence Portfolios, L.L.C.:
-0- shares
D. E. Shaw & Co., L.P.:
-0- shares
David E. Shaw:
-0- shares
   
(iv) Shared power to dispose or to direct the disposition of:
 
D. E. Shaw Valence Portfolios, L.L.C.:
7,797,710 shares
D. E. Shaw & Co., L.P.:
8,692,410 shares
David E. Shaw:
8,692,410 shares
 

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., the managing member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., and the managing member of D. E. Shaw Valence, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 8,692,410 shares as described above constituting 6.8% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 8,692,410 shares.

 
Item 5.
Ownership of Five Percent or Less of a Class
Not Applicable
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not Applicable
   
Item 8.
Identification and Classification of Members of the Group
Not Applicable
   
Item 9.
Notice of Dissolution of Group
Not Applicable
   
Item 10.
Certification
By signing below, each of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
 



SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of Attorney, dated February 24, 2004, granted by David E. Shaw in favor of Julius Gaudio, is attached hereto.

Dated: August 17, 2006

 
D. E. Shaw Valence Portfolios, L.L.C.
By: D. E. Shaw & Co., L.P., as
managing member
 
By: /s/ Julius Gaudio
Julius Gaudio
Managing Director
 


 
D. E. Shaw & Co., L.P.
 
By: /s/ Julius Gaudio
Julius Gaudio
Managing Director
 


 
David E. Shaw
 
By: /s/ Julius Gaudio
Julius Gaudio
Attorney-in-Fact for David E. Shaw
 




 
EX-1 2 v050642_ex-1.htm Unassociated Document

 
Exhibit 1

POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934


I, David E. Shaw, hereby make, constitute and appoint each of:
 
Anne Dinning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: February 24, 2004

DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/David E. Shaw
New York, New York
 

 
EX-2 3 v050642_ex-2.htm Unassociated Document
Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.01 par value, of GTECH Holdings Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 17th day of August, 2006.


D. E. Shaw Valence Portfolios, L.L.C.
By: D. E. Shaw & Co., L.P., as
managing member
 
By: /s/ Julius Gaudio
Julius Gaudio
Managing Director
 
 
D. E. Shaw & Co., L.P.
 
By: /s/ Julius Gaudio
Julius Gaudio
Managing Director
 
 
David E. Shaw
 
By: /s/ Julius Gaudio
Julius Gaudio
Attorney-in-Fact for David E. Shaw
 

 
 
 

 
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