-----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, QmK89CRcXnIDGWmsJzuna5W5AAB18/u6/XwubyfXfc/cb8ZVbDIRrPhvC8VsRwFm v76X3GJXwXubQd8JQnDO7A== 0000950123-97-003902.txt : 19970508 0000950123-97-003902.hdr.sgml : 19970508 ACCESSION NUMBER: 0000950123-97-003902 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970507 SROS: NYSE 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: 97597034 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: MORGAN STANLEY GROUP INC /DE/ CENTRAL INDEX KEY: 0000789625 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132838811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127034000 SC 13G/A 1 AMENDMENT #2 TO SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) GTech Holdings Corp (Name of Issuer) Common Stock (Title of class of securities) 400518106 (CUSIP number) Check the following box if a fee is being paid with this statement /x/ (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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). 2 CUSIP No. 400518106 13G Page 2 of 9 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Morgan Stanley Group Inc. IRS # 13-283-8891 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,978,926 EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 4,574,906 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,574,906 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.72% 12 TYPE OF REPORTING PERSON* IA, CO, HC * SEE INSTRUCTIONS BEFORE FILLING OUT ! 3 CUSIP NO. 400518106 13G PAGE 3 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Miller Anderson & Sherrerd, LLP IRS # 23-17441222 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,086,100 ------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING ------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER 2,450,700 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,450,700 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.74% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA, CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT ! 4 CUSIP No. 400518106 13G Page 4 of 9 Pages Item 1 (a) Name of Issuer GTech Holdings Corp Item 1 (b) Address of issuer's principal executive offices 55 Technology Way West Greenwich, RI 02817 Item 2 (a) Name of person filing (a) Morgan Stanley Group Inc. (b) Miller Anderson & Sherrerd, LLP Item 2 (b) Principal business office (a)1585 Broadway New York, New York 10036 (b)1 Tower Bridge Suite 1100 West Conshohoken, Pennsylvania 19428 Item 2 (c) Citizenship Incorporated by reference to Item 4 of the cover page. Item 2 (d) Title of class of Securities Common Stock Item 2 (e) Cusip No. 400518106 Item 3 (a)Morgan Stanley Group Inc. is (e) an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. (b)Miller Anderson & Sherrerd, LLP is (e) an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 Item 4 Ownership Incorporated by reference to Items (5) - (9) and (11) of the cover page.
5 CUSIP No. 400518106 13G Page 5 of 9 Pages Item 5 Ownership of 5 Percent or Less of a Class Inapplicable Item 6 Ownership of More than 5 Percent on Behalf of Another Person Accounts managed on a discretionary basis by Miller Anderson & Sherrerd, LLP, a wholly-owned subsidiary of Morgan Stanley Group Inc. are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of such securities. No such account holds more than 5 percent of the class. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Inapplicable Item 8 Identification and Classification of Members of the Group Inapplicable Item 9 Notice of Dissolution of Group Inapplicable Item 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.
6 CUSIP No. 400518106 13G Page 6 of 9 Pages 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. Date : May 7, 1997 Signature : /s/ Stuart J .M. Breslow --------------------------------------------------------- Name / Title : Stuart J. M. Breslow/Principal Morgan Stanley & Co. Incorporated --------------------------------------------------------- MORGAN STANLEY GROUP INC. Date : May 7, 1997 Signature : /s/ Donald P. Ryan --------------------------------------------------------- Name/Title : Donald P. Ryan/ Vice President Morgan Stanley Asset Management Inc. --------------------------------------------------------- Miller Anderson & Sherrerd LLP
INDEX TO EXHIBITS PAGE ---------------------------- ---- EXHIBIT 1 Agreement to make a Joint Filing 7 EXHIBIT 2 Secretary's Certificate Authorizing Stuart J. M. Breslow 8 to Sign on Behalf of Morgan Stanley Group Inc. EXHIBIT 3 Secretary's Certificate Authorizing Donald P. Ryan to 9 Sign on Behalf of Miller Anderson & Sherrerd LLP
EX-99.1 2 AGREEMENT TO MAKE JOINT FILING 1 CUSIP NO. 400518106 13G PAGE 7 OF 9 PAGES EXHIBIT 1 MAY 7, 1997 MORGAN STANLEY GROUP INC. and MILLER ANDERSON & SHERRERD LLP. hereby agree that, unless differentiated, this Schedule 13G is filed on behalf of each of the parties. MILLER ANDERSON & SHERRERD LLP. BY: /s/ Donald P. Ryan ----------------------------------------------------------------- Donald P. Ryan / Vice President Morgan Stanley Asset Management Inc. MORGAN STANLEY GROUP INC. BY: /s/ Stuart J.M Breslow ----------------------------------------------------------------- Stuart J.M Breslow / Principal Morgan Stanley & Co. Incorporated EX-99.2 3 SECRETARY'S CERTIFICATE: STUART M. BRESLOW 1 ----------------- Page 8 of 9 Pages ----------------- EXHIBIT 2 MORGAN STANLEY SECRETARY'S CERTIFICATE I, Charlene R. Herzer, a duly elected and acting Assistant Secretary of Morgan Stanley Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), certify that the following resolutions were duly and validly adopted by a Consent in Lieu of a Meeting of the Executive Committee of the Board of Directors of the Corporation dated as of October 19, 1995 and that such resolutions are in full force and effect on the date hereof: RESOLVED, that the resolutions adopted on September 8, 1993 and April 17, 1995 relating to signatories to certain reports to be filed with the Securities and Exchange Commission (the "SEC") are superseded in their entirety by these resolutions and Stuart J. M. Breslow, Robert G. Koppenol and Edward J. Johnsen are severally authorized and directed to sign on behalf of the Corporation any reports to be filed under Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, with the Securities and Exchange Commission, such authorizations to cease automatically upon termination of employment with any affiliate of the Corporation; and RESOLVED FURTHER, that all actions heretofore taken by Stuart J. M. Breslow, Robert G. Koppenol and Edward J. Johnsen that are within the authority conferred by the foregoing resolution are approved, ratified and confirmed in all respects. RESOLVED, that any and all actions to be taken, caused to be taken or heretofore taken by any officer of the Corporation in executing any and all documents, agreements and instruments and in taking any and all steps (including the payment of all expenses) deemed by such officer as necessary or desirable to carry out the intents and purposes of the foregoing resolutions are authorized, ratified and confirmed. IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of the Corporation as of the 20th day of October, 1995: /S/ Charlene R. Herzer ------------------------------------ CHARLENE R. HERZER ASSISTANT SECRETARY [SEAL] EX-99.3 4 SECRETARY'S CERTIFICATE: DONALD P. RYAN 1 ----------------- Page 9 of 9 Pages ----------------- SECRETARY'S CERTIFICATE I, Charlene R. Herzer, a duly elected and acting Assistant Secretary of Morgan Stanley Asset Management Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), certify that the following resolutions were duly and validly adopted by a Consent in Lieu of a Meeting of the Board of Directors of the Corporation dated as of February 4, 1997 and that resolutions are in full force and effect on the date hereof: RESOLVED, that Harold J. Schaaff, Jr. and Donald P. Ryan are each authorized to sign on behalf of (i) Morgan Stanley Asset Management Holdings Inc. (the "Corporation"), as the sole general partner of Miller Anderson & Sherrerd, LLP (the "LLP"), and (ii) the LLP any reports to be filed under Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, with the Securities and Exchange Commission, each such authorization to cease automatically upon such individual's termination of employment with any affiliate of the Corporation; and RESOLVED FURTHER, that all prior actions taken by Harold J. Schaaff, Jr. and Donald P. Ryan that are within the authority conferred by the foregoing resolution are approved, ratified and confirmed in all respects; and RESOLVED FURTHER, that any and all actions to be taken, caused to be taken or heretofore taken by any officer of the Corporation in executing any and all documents, agreements and instruments and in taking any and all steps (including the payment of all expenses) deemed by such officer as necessary or desirable to carry out the intents and purposes of the foregoing resolutions are authorized, ratified and confirmed. IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of the Corporation as of the 11th day of February, 1997. /s/ CHARLENE R. HERZER ---------------------- CHARLENE R. HERZER ASSISTANT SECRETARY [SEAL] -----END PRIVACY-ENHANCED MESSAGE-----