-----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, Ci+/2yjVZFsOh0BGchgWHfdjX8XsyjIXK3plYR49VMMU0FC9tEfqzxLKsqTugqEG X1Pk+suOyx5mE2X59bpN3g== 0000904454-98-000105.txt : 19980513 0000904454-98-000105.hdr.sgml : 19980513 ACCESSION NUMBER: 0000904454-98-000105 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980512 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: 98616749 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. 8) 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) December 31, 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 [ ]. 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 Not Applicable 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 -0- Shares Beneficially Power Owned by Each Reporting Person: 8) Shared Voting Power -0- 9) Sole Disposi- -0- tive Power 10) Shared Dis- positive Power -0- 11) Aggregate Amount Beneficially -0- Owned by Each Reporting Person 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by -0- Amount in Row (11) 14) Type of Reporting Person PN 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 PF 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 2,376,638 shares of Shares Beneficially Power Common Stock, $.01 Owned by Each par value (includes Reporting 594,914 shares Person: issuable upon exercise of warrants and 43,750 shares issuable upon exercise of options) 8) Shared Voting -0- Power 9) Sole Disposi- 2,376,638 shares of tive Power Common Stock, $.01 par value (includes 594,914 shares issuable upon exercise of warrants and 43,750 shares issuable upon exercise of options) 10) Shared Dis- -0- positive Power 11) Aggregate Amount Beneficially 2,376,638 shares of Owned by Each Reporting Person Common Stock, $.01 par value (includes 594,914 shares issuable upon exercise of warrants and 43,750 shares issuable upon exercise of options) 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 6.7% Amount in Row (11) 14) Type of Reporting Person IN Amendment No. 8 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, Amendment No. 6 thereto filed on October 15, 1997 and Amendment No. 7 thereto filed on December 18, 1997(as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. The Schedule 13D is hereby amended as follows: Item 3.Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended by adding the following thereto: On December 31, 1997, Mr. Lawrence purchased, in a private, non-Issuer transaction, 750,000 shares of Common Stock, at a purchase price of $2.25 per share, and immediately- exercisable warrants to purchase an aggregate 552,381 shares of Common Stock at an exercise price of $1.6357 per share, for a purchase price of $.90 per share of Common Stock underlying such warrants, which expire on October 31, 1999. The source of funds for such purchase was Mr. Lawrence's personal funds. 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 35,494,312 shares of Common Stock outstanding as of March 10, 1998, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended January 31, 1998, as filed on March 12, 1998. 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 and LVP LTOS and LVP own no shares of Common Stock. Mr. Lawrence Mr. Lawrence beneficially owns 2,376,638 shares of Common Stock (including 594,914 shares issuable upon exercise of warrants and 43,750 shares issuable upon exercise of options), or approximately 6.7% of the Common Stock outstanding. 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. (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 January 7, 1998 LTOS sold immediately- exercisable warrants to purchase an aggregate 983,762 shares of Common Stock at an exercise price of $1.6357, for a sale price of $.90 per share of Common Stock underlying such warrants, which represented LTOS' entire holdings of securities of the Issuer. (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. 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: May 11, 1998 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-----