SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Scientific Games Corporation
(Name Of Issuer)
----------------
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
0533223 10 1
(CUSIP Number of Class of Securities)
----------------
Luciano La Noce Niels Heck
Olivetti International S.A., Holding The Oak Fund
125 Avenue du X Septembre PO Box 31106 SMB, Corporate Center
Luxembourg West Bay Road
Grand Cayman, Cayman Islands
(1-345) 949 3977
Corrado Ariaudo Peter A. Cohen
Olivetti S.p.A. Ramius Securities, LLC, Ramius Capital Group, LLC
Via Jervis, 77 and C4S & Co., LLC
10015 Ivrea (Turin), Italy 666 Third Avenue, 26th Floor
New York, NY 10017
(212) 845-7900
Roberto Sgambati Roberto Sgambati
Lottomatica S.p.A. Cirmatica Gaming, S.A.
Via di Porta Latina, 8 Rambla de Catalunya 16, 4E2a
Rome, Italy 00179 Barcelona, Spain 08007
(011 39) 06 772 991 (011 34) 93 317 8300
copies to
Michael S. Immordino David S. Allinson
Latham & Watkins Latham & Watkins
99 Bishopsgate 885 Third Avenue
London New York, NY 10021
EC2M 3XF (212) 906-1200
(011 44) 20 7710 1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
--------------------
(Date of Event Which Requires Filing of this Statement)
December 4, 2001
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box [ ].
(Continued on following pages)
(Page 1 of 44 pages)
SCHEDULE 13D
0533223 10 1 Page 2 of 44
CUSIP NO.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cirmatica Gaming, S.A.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
AF WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
18,879,028
-------------------------------
8 SHARED VOTING POWER
1,887,787 (755,125
shares solely with
NUMBER OF respect to the
SHARES BENEFICIALLY designation and voting
OWNED BY of directors - See
EACH Item 5.)
REPORTING
PERSON WITH -------------------------------
9 SOLE DISPOSITIVE POWER
18,879,028
-------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 3 of 44
CUSIP NO.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,766,815 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
33.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 4 of 44
CUSIP NO.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lottomatica S.p.A.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------
8 SHARED VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY
OWNED BY -------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
-------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 5 of 44
CUSIP NO.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 6 of 44
CUSIP NO.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ramius Securities, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,353,836
-------------------------------
8 SHARED VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY
OWNED BY -------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
1,353,836
-------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 7 of 44
CUSIP NO.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,353,836 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 8 of 44
CUSIP NO.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ramius Capital Group, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------
8 SHARED VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY
OWNED BY -------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
-------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 9 of 44
CUSIP NO.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, IA
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 10 of 44
CUSIP NO.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
C4S & Co., LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------------------
8 SHARED VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY
OWNED BY -------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 11 of 44
CUSIP NO.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 12 of 44
CUSIP NO.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Oak Fund
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
---------------------------------------------
8 SHARED VOTING POWER
NUMBER OF 755,125 (solely with respect to the
SHARES BENEFICIALLY designation and voting of directors -
OWNED BY See Item 5.)
EACH
REPORTING ---------------------------------------------
PERSON WITH
9 SOLE DISPOSITIVE POWER
755,125
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 13 of 44
CUSIP NO.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,125 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 14 of 44
CUSIP NO.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Olivetti International S.A., Holding
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------------------
8 SHARED VOTING POWER
NUMBER OF 1,132,661
SHARES BENEFICIALLY
OWNED BY -------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
1,132,661
-------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 15 of 44
CUSIP NO.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,661 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 16 of 44
CUSIP NO.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Olivetti S.p.A.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------
8 SHARED VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY
OWNED BY -------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
-------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
0533223 10 1 Page 17 of 44
CUSIP NO.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 to the Statement on Schedule 13D relates to the
Class A Common Stock, par value $0.01 per share ("Common Stock"), of Scientific
Games Corporation, a Delaware corporation (the "Issuer"), and hereby amends and
supplements the Schedule 13D, as amended, previously filed by the applicable
Reporting Persons (as defined below) (this "Schedule 13D"). The principal
executive offices of the Issuer are located at 750 Lexington Avenue, 25th Floor,
New York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed jointly by:
(1) Cirmatica Gaming S.A., a company incorporated under the laws
of Spain ("Cirmatica");
(2) Lottomatica S.p.A., a company incorporated under the laws of
Italy ("Lottomatica");
(3) Ramius Securities, LLC, a limited liability company
incorporated under the laws of Delaware ("Ramius Securities");
(4) Ramius Capital Group, LLC, a limited liability company
incorporated under the laws of Delaware ("Ramius Capital");
(5) C4S & Co., LLC a limited liability company incorporated under
the laws of Delaware ("C4S & Co.")
(6) The Oak Fund, a Cayman Islands exempted company ("Oak");
(7) Olivetti International S.A., Holding, a company incorporated
under the laws of Luxembourg ("Olivetti International"); and
(8) Olivetti S.p.A., a limited liability company organized under
the laws of Italy ("Olivetti")
(Each of the foregoing shall be known, individually, as a
"Reporting Person" and, collectively, as the "Reporting Persons").
Olivetti is a publicly traded industrial holding company operating
through its affiliates and subsidiaries in the electronics, information
technology and telecommunication fields. According to a Schedule 13D filed by
Edizione Holding S.p.A., Edizione Finance International S.A. and Ragione
S.a.p.a. di Gilberto Benetton e C. (collectively, the
18
"Edizione Entities") dated August 9, 2001, as amended (the "Edizione 13D"),
relating to the ordinary shares of Telecom Italia S.p.A. and a Schedule 13D
filed by Pirelli S.p.A. ("Pirelli") and Olimpia S.p.A. ("Olimpia") dated August
9, 2001, as amended, (the "Pirelli 13D") relating to the ordinary shares of
Telecom Italia S.p.A., the Edizione Entities, Pirelli, Olimpia, UniCredito
Italiano S.p.A. and IntesaBCI S.p.A. may be deemed to beneficially own
approximately 27% of the outstanding ordinary shares of Olivetti. Any
information contained in this Schedule 13D relating to the Edizione Entities,
Pirelli, Olimpia, UniCredito Italiano S.p.A. and IntesaBCI S.p.A. is based on
and qualified in its entirety by reference to the Edizione 13D and the Pirelli
13D. The principal executive offices of Olivetti are located at the Via Jervis,
77, 10015 Ivrea, Italy.
Olivetti International, a wholly owned subsidiary of Olivetti, is
engaged in holding investments in subsidiaries and affiliated companies
providing finance and guarantees to group affiliates and managing other
investments and cash funds. The principal executive offices of Olivetti
International are located at 125 Avenue du X Septembre, Luxembourg.
Lottomatica is a public Italian company whose primary business is
managing the Italian national lottery under the supervision of the Italian
Ministry of Finance. Through a network of lottery terminals in Italy,
Lottomatica also operates other games, provides automated payment services for
automobile road taxes, fines and Italian state television and radio license
fees, and offers services for ticketing for sporting events and crediting of
cellular telephone cards. Olivetti directly owns approximately 14.04% of the
shares of Lottomatica and, through a number of subsidiaries and affiliates,
indirectly owns 19.5% of the shares of Lottomatica. The principal executive
offices of Lottomatica are located at Via di Porta Latina, 8, Rome 00179, Italy.
Cirmatica, a wholly owned subsidiary of Lottomatica, was newly formed
to hold and control Lottomatica's investment in the Issuer. Cirmatica has not
carried on any significant activities other than in connection with purchasing
shares of Series A Convertible Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), of the Issuer as described in Item 4 of this Schedule 13D.
The principal executive offices of Cirmatica are located at Rambla De Catalunya
16, 4E2a, Barcelona, Spain.
Oak is principally engaged in the business of investing in securities.
The principal business office of Oak is P.O. Box 31106 SMB, Corporate Center,
West Bay Road, Grand Cayman, Cayman Islands.
The principal business of Ramius Capital is performing the functions
of, and serving as an advisor to, certain investment funds. The principal
business of C4S & Co. is performing the functions, and serving as the managing
19
member, of Ramius Capital. The principal business of Ramius Securities is a
wholly owned subsidiary of Ramius Capital. The principal business offices of
Ramius Capital, Ramius Securities and C4S & Co. are at 666 Third Avenue, 26th
floor, New York, NY 10017.
(i) Schedule 1 attached to this Schedule 13D contains the following
information concerning the directors, executive officers or managing members (as
appropriate) of each Reporting Person: (i) name; (ii) citizenship; (iii)
principal business occupation or employment and (iv) the home address or the
name, principal business and address of any corporation or other organization in
which such employment is conducted. Schedule 1 is incorporated herein by
reference.
During the last five years, except as reported below, none of the
Reporting Persons or, to the best of their knowledge, any of their respective
executive officers, directors or managing members (as appropriate) (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceedings was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
Olivetti was fined Lire 100 million by the Italian Treasury Ministry
for Olivetti's delay of 24 hours in meeting its obligation to notify Consob (the
Italian equivalent of the Securities and Exchange Commission) of the sale by it
of 24,405,000 shares of Telecom Italia S.p.A. The Court of Appeal has upheld
this decision and Olivetti is considering a further appeal. Mr. Antonio Tesone,
as Chairman and legal representative of Olivetti, is jointly liable for such
fine.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Each of Oak and Olivetti International funded its purchase of Preferred
Stock as described in Item 5 from working capital. Cirmatica, which was formed
for the purpose of holding shares of Preferred Stock as described in Item 5,
received a $50,000,000 capital contribution from Lottomatica and borrowed
$50,000,000 from Olivetti pursuant to an oral agreement whereby Cirmatica is
obligated to pay the principal amount of the loan plus interest at a rate equal
to the applicable EURIBOR rate plus 2% at the end of one year from the date the
loan was made. Lottomatica and Olivetti provided such funds from working
capital.
ITEM 4. PURPOSE OF THE TRANSACTION
Simultaneously with the completion of the Issuer's acquisition of
Scientific Games Holding Corp., a Delaware corporation, on September 6, 2000,
the Issuer sold an aggregate of 1,127,500 shares of Preferred Stock to
Cirmatica,
20
Oak, Peconic Fund Ltd. ("Peconic"), Ramius Securities and Olivetti International
(collectively, the "Initial Purchasers" and together with all current holders of
Preferred Stock, the "Purchasers") (of which Ramius Securities received 27,500
in respect of the payment of a placement agent fee). See Item 5 for details
regarding the number of shares of Preferred Stock acquired by each Initial
Purchaser. The Issuer used most of the proceeds received in the sale of the
Preferred Stock to repurchase certain of its existing subordinated debt.
The Purchasers acquired the Preferred Stock as an investment and to
obtain a voice in the management of the Issuer through minority representation
on the Issuer's Board of Directors.
Immediately after the Purchasers acquired the Preferred Stock and in
accordance with the rights granted to the Purchasers in the Certificates of
Designations and the Stockholders Agreement as more fully described in Item 6,
the size of the Issuer's Board of Directors was increased to 10 directors and
four representatives of the Purchasers -- Peter A. Cohen, Luciano La Noce,
Roberto Sgambati and Michael S. Immordino -- were appointed as directors. The
Purchasers have, collectively, been granted the right to elect or, upon
conversion of the Preferred Stock into Common Stock, designate for election, up
to four members to the Issuer's Board of Directors. See Item 6 for a description
of the Purchasers' rights to elect or designate, as the case may be, members to
the Board of Directors of the Issuer depending on the percentage of shares of
Common Stock beneficially owned by the Purchasers.
The foregoing descriptions do not purport to be complete and are
qualified in their entirety by reference to the Certificate of Designations,
Preferences and Relative, Participating, Optional and Other Special Rights of
the Series A Convertible Preferred Stock (the "Certificate of Designations"),
the Preferred Stock Purchase Agreement, dated as of September 6, 2000, by and
among the Purchasers and the Issuer (the "Stock Purchase Agreement"), the
Stockholders' Agreement, dated as of September 6, 2000, by and among the
Purchasers and the Issuer (the "Stockholders' Agreement"), and the Voting
Agreement, dated as of September 6, 2000, as amended, (the "Voting Agreement"),
by and among the Purchasers (other than Ramius Securities), a copy of each of
which has been filed as an exhibit to this Schedule 13D and is incorporated
herein by reference.
None of the Reporting Persons currently has (i) any plans to dispose of
shares of Preferred Stock or shares of Common Stock into which the shares of
Preferred Stock are convertible, (ii) any intention of acquiring additional
shares of Preferred Stock (other than through in-kind dividends) or Common Stock
(other than through the conversion of Preferred Stock or the exercise of
pre-emptive or other rights under the agreements described in Item 6), or (iii)
any plans or proposals, which relate to or would result in (a) the acquisition
by any person of additional securities of the
21
Issuer, or the disposition of securities of the Issuer, (b) an extraordinary
corporate transaction, (c) a sale or transfer of a material amount of the assets
of the Issuer or any of its subsidiaries, (d) any change in the present
management of the Issuer, (e) any material change in the present capitalization
or dividend policy of the Issuer, (f) any other material change in the Issuer's
business or corporate structure, (g) any other material change in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of securities of the Issuer to be delisted from a national securities
association, (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, or (j) any action similar to any of those enumerated in
(a) through (i) above. Notwithstanding the foregoing, each of the Reporting
Persons retains its right to (a) vote the Preferred Stock and elect or designate
directors to the Issuer's Board of Directors as described in Item 6 (subject to
the terms of the Voting Agreement), (b) change its investment intent, (c)
propose one or more possible transactions to the Issuer's Board of Directors,
and (d) acquire additional shares of Preferred Stock or Common Stock from time
to time or to sell or otherwise dispose of all or part of the Preferred Stock
(or any shares of Common Stock into which the Preferred Stock is converted)
beneficially owned by it in any manner permitted by law and the agreements
described in Item 6. In reaching any decision as to its course of action, each
Reporting Person currently expects that it would take into consideration a
variety of factors, including, but not limited to, the following: the Issuer's
business and prospects; other developments concerning the Issuer and its
business generally; other business opportunities available to such Reporting
Person; developments with respect to the business of such Reporting Person;
changes in law and government regulations; general economic conditions; and
money and stock market conditions, including the market price of the securities
of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) As of August 10, 2001, there were then issued and
outstanding 40,417,583 shares of Common Stock of the Issuer, as disclosed by the
Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2001.
On September 6, 2000, the Purchasers (other than Ramius Securities)
acquired, for an aggregate purchase price of $110,000,000, a total of 1,100,000
shares of Preferred Stock. Olivetti International purchased 20,000 shares of
Preferred Stock for an aggregate purchase price of $2,000,000 ($650,000 of which
was credited to Olivetti as payment for certain transaction expenses), Cirmatica
purchased 1,000,000 shares of Preferred Stock for an aggregate purchase
22
price of $100,000,000, Oak purchased 40,000 shares of Preferred Stock for an
aggregate purchase price of $4,000,000 and Peconic purchased 40,000 shares of
Preferred Stock for an aggregate purchase price of $4,000,000. Also on September
6, 2000, Ramius Securities received 27,500 shares of Preferred Stock with an
aggregate value of $2,750,000 as partial payment of a placement agent fee
payable by the Issuer equal to 5% of the gross proceeds received by the Issuer
in respect of the sale of Preferred Stock to the Purchasers pursuant to the
Stock Purchase Agreement.
Also on September 6, 2000, the Purchasers (other than Ramius
Securities) entered into the Voting Agreement. The shares of Preferred Stock
referred to above and recorded as owned by Olivetti International, Cirmatica and
Oak, together with any shares of Common Stock issued on the conversion of any
such shares of Preferred Stock (the "Voting Agreement Stock"), are subject to
the Voting Agreement as more fully described in Item 6 below and herein
incorporated by reference. By virtue of the voting arrangements set forth in the
Voting Agreement, the parties agreed to vote the Voting Agreement Stock as
directed by Cirmatica with respect to designating, and voting for, the persons
who shall be elected to the Issuer's Board of Directors pursuant to the
Certificate of Designations and the Stockholders' Agreement. Under the Voting
Agreement, Olivetti International also agreed to vote all the shares of
Preferred Stock owned by it (including all shares of Common Stock issued on the
conversion of such Preferred Stock) as directed by Cirmatica on all voting
matters relating to the Issuer in which Olivetti International has the right to
vote. On September 6, 2000, Peconic and PEI N.V. ("PEI") entered in to an
agreement whereby PEI agreed to purchase some or all of the Preferred Stock held
by Peconic in one or more closings prior to September 6, 2001.
Since September 6, 2001, the Issuer has, in accordance with the
Certificate of Designations as more fully described in Section 6 below and
herein incorporated by reference, issued a number of stock-in-kind dividends to
the Purchasers and PEI.
On February 9, 2001, Peconic transferred 20,382 shares of Preferred
Stock to PEI for a total consideration of $2,205,520. As part of this
transaction, PEI became a party to the Voting Agreement, the Stock Purchase
Agreement and the Stockholders' Agreement.
On March 8, 2001, Peconic transferred its remaining 20,382 shares of
Preferred Stock to Olivetti International for a total consideration of
$2,060,701.97. As a result of this transaction, Peconic is no longer the holder
of any Voting Agreement Stock and, therefore, is no longer subject to any of the
voting arrangements set forth in the Voting Agreement.
23
On July 6, 2001 PEI transferred 20,992 shares of Preferred Stock to
Chrystal Holding Ltd. ("Chrystal") for a total consideration of $2,175,000. As a
result of this transaction, PEI is no longer the holder of any Voting Agreement
Stock and, therefore, is no longer subject to any of the voting arrangements set
forth in the Voting Agreement.
On August 30, 2001 Chrystal transferred its 20,992 shares of Preferred
Stock to Olivetti International for a total consideration of $2,250,000.
The following table sets out the ownership of Preferred Stock as of the
date of this filing as a result of the subsequent issues of stock-in-kind
dividends and the transfers of Preferred Stock described above.
-------------------------------------------------------------------------
No. of shares of Preferred
Stock held
-------------------------------------------------------------------------
Cirmatica 1,049,674
Olivetti International 62,976
Oak 41,985
Ramius 28,864
-------------------------------------------------------------------------
As a result of these voting arrangements and the transactions described
above, Cirmatica, and Lottomatica, as the sole shareholder of Cirmatica, may be
deemed to beneficially own the Voting Agreement Stock which represents
approximately 33.9% of the outstanding Common Stock (assuming conversion of
1,154,635 shares of the Preferred Stock held by the parties to the Voting
Agreement). Lottomatica hereby disclaims beneficial ownership of the Voting
Agreement Stock and this Schedule 13D shall not be construed as an admission
that Lottomatica is the beneficial owner of the Voting Agreement Stock.
In addition to its beneficial ownership of the Voting Agreement Stock
as described above, Cirmatica is the record owner of 1,049,674 shares of
Preferred Stock. Assuming the conversion of all of its Preferred Stock as of the
date hereof, Cirmatica would own in the aggregate 18,879,028 shares of Common
Stock of the Issuer, representing approximately 31.8% of the outstanding Common
Stock (assuming no shares of Preferred Stock are converted into Common Stock
other than the 1,049,674 shares held by Cirmatica) (the "Cirmatica Common
Stock"). In addition, because Olivetti directly owns approximately 14.04% and
indirectly owns (through its ownership of approximately 54.96% of the
outstanding ordinary shares of Telecom Italia S.p.A ("Telecom Italia"))
approximately 19.5% the common shares of Lottomatica, Olivetti may be deemed to
beneficially own the Cirmatica Common Stock. Olivetti disclaims beneficial
ownership of the Cirmatica Common Stock reported hereunder and this Schedule 13D
shall not be construed as an admission that Olivetti is the beneficial owner of
the Cirmatica Common Stock.
24
Cirmatica has the sole power to vote or to direct the voting of the
Cirmatica Common Stock on all matters and has the sole power to dispose or to
direct the disposition of, the Cirmatica Common Stock. Because Lottomatica is
the sole shareholder of Cirmatica, Lottomatica may be deemed to beneficially own
the Cirmatica Common Stock. Lottomatica disclaims beneficial ownership of the
Cirmatica Common Stock reported herein and this Schedule 13D shall not be
construed as an admission that Lottomatica is the beneficial owner of the
Cirmatica Common Stock.
Ramius Securities is the record owner of 28,864 shares of Preferred
Stock. Ramius Securities also owns 172,100 shares of Common Stock and warrants
in respect of a further 250,000 shares of Common Stock. Assuming the conversion
of all of its Preferred Stock as of the date hereof, Ramius Securities would own
in the aggregate 941,236 shares of Common Stock of the Issuer, representing
approximately 2.3% of the outstanding Common Stock of the Issuer (assuming no
shares of Preferred Stock are converted into Common Stock other than the 28,864
shares of Preferred Stock held by Ramius) (the "Ramius Securities Common
Stock").
Ramius Securities has the sole power to vote and to dispose of the
Ramius Securities Common Stock. Because Ramius Capital is the sole shareholder
of Ramius Securities and C4S & Co. is the managing member of Ramius Capital,
each of Ramius Capital and C4S & Co. may be deemed to beneficially own the
Ramius Securities Common Stock. Each of Ramius Capital and C4S & Co. disclaim
beneficial ownership of the Ramius Securities Common Stock reported herein and
this Schedule 13D shall not be construed as an admission that either Ramius
Capital or C4S & Co. is the beneficial owner of the Ramius Capital Common Stock.
In addition, Ramius Securities, acting in its capacity as an investment
advisor to certain third parties, has the sole power to vote, or direct the
voting of, and the sole power to dispose, or direct the disposition of, 412,600
shares of Common Stock of the Issuer of which Ramius Securities is not the
record owner representing approximately 1.0% of the outstanding Common Stock of
the Issuer (the "Investment Advisor Common Stock"). Ramius Capital, as the sole
shareholder of Ramius Securities, and C4S & Co., as the managing member of
Ramius Capital, may be deemed to beneficially own the Investment Advisor Common
Stock. Each of Ramius Capital and C4S & Co. disclaims beneficial ownership of
the Investment Advisor Common Stock reported herein and this Schedule 13D shall
not be construed as an admission that either Ramius Capital or C4S & Co. is the
beneficial owner of the Investment Advisor Common Stock.
Oak is the record owner of 41,985 shares of Preferred Stock. Assuming
the conversion of all of its Preferred Stock as of the date hereof, Oak would
own in the aggregate 755,125 shares of Common Stock of the Issuer,
25
representing approximately 1.8% of the outstanding Common Stock of the Issuer
(assuming no shares of Preferred Stock are converted into Common Stock other
than the 41,985 shares of Preferred Stock held by Oak) (the "Oak Common Stock").
As described above and solely with respect to designating, and voting
for, the persons who shall be elected to the Issuer's Board of Directors,
Cirmatica has, by contract, the sole power to direct the voting of the Oak
Common Stock. On all other matters, Oak has the sole power to vote, or to direct
the voting of, the Oak Common Stock and has the sole power to dispose, or direct
the disposition of, the Oak Common Stock.
Olivetti International is the record owner of 62,976 shares of
Preferred Stock. Assuming the conversion of all of its Preferred Stock as of the
date hereof, Olivetti International would own in the aggregate 1,132,661 shares
of Common Stock of the Issuer, representing approximately 2.7% of the
outstanding Common Stock of the Issuer (assuming no shares of Preferred Stock
are converted into Common Stock other than the 62,976 shares of Preferred Stock
held by Olivetti) ("Olivetti International Common Stock").
As described above, Cirmatica has, by contract, the sole power to
direct the voting of the Olivetti International Common Stock with respect to all
matters concerning the Issuer in which Olivetti International is entitled to
vote. Olivetti International has the sole power to dispose, or to direct the
disposition, of the Olivetti International Common Stock. As a result, Olivetti,
as the sole shareholder of Olivetti International, may be deemed to beneficially
own the Olivetti International Common Stock. Olivetti disclaims beneficial
ownership of the Olivetti International Common Stock reported herein and this
Schedule 13D shall not be construed as an admission that Olivetti is the
beneficial owner of the Olivetti International Common Stock.
Other than each Purchaser's ownership of Preferred Stock and Ramius
Securities' ownership of 172,100 shares of Common Stock, together with its
beneficial ownership of 422,550 shares of Common Stock by virtue of its capacity
as an investment advisor to certain third parties, each as described herein,
each Reporting Party hereby disclaims beneficial ownership of the Issuer's
Common Stock reported herein and the filing of this Schedule 13D shall not be
construed as an admission that any such Reporting Person is the beneficial owner
of any securities covered by this Schedule 13D.
(c) Except as set forth in this Item 5, none of the Reporting Persons
nor, to the best of their knowledge, any of their respective directors,
executive officers or managing members (as appropriate) has effected any
transaction involving the Issuer's Common Stock during the last 60 days.
26
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The responses to Items 4 and 5 and Exhibits 1, 2, 3, 4, & 5 of this
Schedule 13D are herein incorporated by reference.
Preferred Stock Purchase Agreement
Pursuant to the Stock Purchase Agreement the Issuer made certain
customary representations and warranties relating to, among other things, the
Preferred Stock and the condition of the Issuer's business. The Stock Purchase
Agreement provides that the Issuer shall indemnify each of the Purchasers and
their respective affiliates, directors, shareholders, officers, employees and
agents from and against all damages (including reasonable attorneys fees)
arising out of a breach of (i) any representation or warranty relating to the
due organization, authority and capitalization of the Issuer, the existence of
certain exemptions applicable to Olivetti, Cirmatica, Lottomatica and their
respective affiliates under the change of control provisions contained in the
Issuer's employee severance agreements, and the accuracy of information provided
to the Purchasers, or (ii) covenants made by the Issuer in the Stock Purchase
Agreement and the other transaction documents.
The foregoing description of the Stock Purchase Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference
to the Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 2
and incorporated herein by reference.
Certificate of Designations
Each share of Preferred Stock is convertible (at the option of the
holder thereof) at any time into the number of fully paid and nonassessable
shares of Common Stock calculated by dividing the Liquidation Preference (as
defined below) by $6.00 (the "Conversion Price"), such Conversion Price to be
adjusted in certain circumstances as provided for in the Certificate of
Designations. In accordance with such Certificate of Designations, the holders
of Preferred Stock were notified that the Conversion Price had been adjusted to
$5.56.
The Preferred Stock, with respect to payment of dividends, redemption
payments and rights upon liquidation, dissolution or winding up the affairs of
the Issuer, ranks senior and prior to the Common Stock and any other class or
series of capital stock of the Company which by its terms ranks junior to the
Preferred Stock. In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Issuer, the holders of the Preferred Stock will
be
27
entitled to receive $100.00 per share (the "Liquidation Preference") plus all
accrued and unpaid dividends prior to the payment date.
The holders of Preferred Stock will receive cumulative dividends at the
annual rate of 6% of the sum of (x) the Liquidation Preference and (y) all
unpaid dividends, if any, whether or not declared, from the date of issuance of
Preferred Stock to the applicable dividend payment date. Dividends will be
payable in additional shares of Preferred Stock or, at the Issuer's option
beginning on September 30, 2002, in cash and/or additional shares of Preferred
Stock. In the event the Issuer pays cash dividends on any of its capital stock,
the holders of Preferred Stock will be entitled to receive any such cash
dividends as if the holders converted all of their Preferred Stock into Common
Stock pursuant to the Certificate of Designations.
From and after September 1, 2003, the Issuer at its option, may redeem
all but not less than all of the shares of Preferred Stock, at the redemption
price of 105% of the Liquidation Preference thereof, plus an amount equal to the
unpaid dividends thereon, if the Current Market Price (as defined in the
Certificate of Designations) of the Common Stock exceeds $10.00 per share and
the Issuer has filed a registration statement covering the shares of Common
Stock underlying the Preferred Stock which has been effective for at least 180
days.
Holders of shares of Preferred Stock are entitled to vote together as a
single class with the holders of shares of Common Stock on all matters as to
which holders of shares of Common Stock are entitled to vote. In such instances,
each share of Preferred Stock will vote on an "as converted" basis, using the
Conversion Price then in effect.
Pursuant to the Certificate of Designations, holders of shares of
Preferred Stock voting together as a single class are entitled to elect: 4 of
the Issuer's directors so long as the Purchasers collectively own 25% or more of
the outstanding shares of Common Stock (counting the Preferred Stock on an as
converted basis); 3 of the Issuer's directors so long as the Purchasers
collectively own 20% or more of the outstanding shares of Common Stock (counting
the Preferred Stock on an as converted basis); 2 of the Issuer's directors so
long as the Purchaser collectively own 10% or more of the outstanding Common
Stock (counting the Preferred Stock on an as converted basis); and 1 of the
Issuers directors so long as the Purchasers collectively own 5% or more of the
outstanding Common Stock (counting the Preferred Stock on an as converted
basis). In addition, if the Issuer fails to pay dividends on the Preferred Stock
in accordance with the Certificate of Designations or fails to provide for the
election of directors as specified in the Certificate of Designations, the
number of directors of the Issuer's Board of Directors will be increased by 3
and the Purchasers will be entitled to elect such additional directors to serve
on the Issuer's Board of Directors. When the
28
failure to pay such dividends on the Preferred Stock or to provide for such
election of directors is cured, then the rights of the Purchasers to elect such
additional directors will cease, and the term of office of any person elected as
an additional director will terminate and the number of the Issuer's Board of
Directors will be reduced accordingly.
The Certificate of Designations also provides that the Issuer shall
need the consent of the holders of shares of Preferred Stock that own more than
50% of the then outstanding shares of Preferred Stock to effect any of the
following: (i) any amendment, alteration or repeal of any provision of the
Certificate of Designations; (ii) any amendment, alteration or repeal to any
provision of the Certificate of Incorporation of the Issuer that could adversely
affect the preferences, rights or powers of the Preferred Stock; (iii) any
authorization, issuance or creation of any class or series of capital stock of
the Issuer; (iv) any increase in size of the Board of Directors of Issuer
(except in accordance with the Certificate of Designations or the Stockholders'
Agreement); (v) any change in State of incorporation of the Issuer; (vi) any
delisting of the Issuer's Common Stock from the American Stock Exchange or
listing of Common Stock on a different exchange or national quotation system;
and (vii) any decision, commitment or other arrangement to effect any of the
foregoing.
The foregoing description does not purport to be complete and is
qualified in its entirely by reference to the Certificate of Designations, a
copy of which is filed as Exhibit 3 to this Schedule 13D and is incorporated
herein by reference.
Stockholders' Agreement
The Stockholders' Agreement provides, among other things, that the
Purchasers shall have the right under certain circumstances in connection with
new issuances of securities by the Issuer to purchase a number of such
securities from the Issuer necessary to maintain such Purchaser's percentage
ownership interest in the Issuer. These rights to purchase additional securities
of the Issuer will terminate upon the earliest to occur of (a) September 6,
2004, (b) the date on which all of the Preferred Stock is redeemed by the Issuer
in accordance with the Certificate of Designations and (c) the date on which the
Preferred Stock is automatically converted into shares of Common Stock in
accordance with the Certificate of Designations. Each of the Purchasers shall
have a right of over-allotment whereby if any Purchaser fails to purchase
securities of the Issuer to which it is entitled, each other Purchaser shall
have the right to purchase some of the non-purchasing Purchaser's portion of
such securities on a pro rata basis.
The Stockholders' Agreement further provides that Olivetti
International and Cirmatica and their permitted assigns shall be subject to
certain standstill provisions that generally prohibit them from acquiring until
September 6,
29
2004 beneficial ownership of any equity interest of the Issuer which, together
with any equity interest of the Issuer beneficially owned by them would equal
more than 45% of the then outstanding shares of Common Stock of the Issuer or
securities convertible into Common Stock of the Issuer on a fully diluted basis.
Under the Stockholders' Agreement, Olivetti International, Cirmatica and their
permitted assigns will also be prohibited from soliciting proxies with respect
to the Issuer until September 6, 2003.
In addition, the Stockholders' Agreement provides that, subject to the
provisions of the Certificate of Designations, the Board of Directors of the
Issuer shall consist of ten directors and that the Purchasers shall have the
right to designate and have appointed: (A) 4 directors minus the number of
directors that the Purchasers are entitled to elect as a single class pursuant
to the Certificate of Designations, provided that the Purchasers beneficially
own in aggregate at least 25% of the outstanding shares Common Stock of the
Issuer on a fully diluted basis (counting the Preferred Stock on an as converted
basis); (B) 3 directors minus the number of directors that the Purchasers are
entitled to elect as a single class pursuant to the Certificate of Designations,
provided that the Purchasers beneficially own in aggregate at least 20% of the
outstanding shares Common Stock of the Issuer on a fully diluted basis (counting
the Preferred Stock on an as converted basis); (C) 2 directors minus the number
of directors that the Purchasers are entitled to elect as a single class
pursuant to the Certificate of Designations, provided that the Purchasers
beneficially own in aggregate at least 10% of the outstanding shares Common
Stock of the Issuer on a fully diluted basis (counting the Preferred Stock on an
as converted basis); and (D) 1 director minus the number of directors that the
Purchasers are entitled to elect as a single class pursuant to the Certificate
of Designations, provided that the Purchasers beneficially own in aggregate at
least 5% of the outstanding shares Common Stock of the Issuer on a fully diluted
basis (counting the Preferred Stock on an as converted basis). If the Issuer
fails to comply with these provisions, then for as long as the failure
continues, the number of directors on the Board shall be increased by 3 and the
Purchasers shall have the right to designate and have elected 3 additional
directors to the Board regardless of the number of shares of Common Stock or
Preferred Stock held by them. Pursuant to the Stockholders' Agreement,
immediately after the closing of the purchase of the Preferred Stock, Messrs.
Luciano La Noce, Peter Cohen, Roberto Sgambati and Michael Immordino, the
representatives of the Purchasers, were appointed as directors of the Issuer.
The Stockholders' Agreement further provides that as long as the
Purchasers beneficially own in aggregate at least 10% of the outstanding shares
of Common Stock of the Issuer on a fully diluted basis (counting the Preferred
Stock on an as converted basis), the consent of the Purchasers holding at least
50% of the shares of Common Stock
30
issued or issuable upon conversion of the Preferred Stock shall be necessary for
authorizing, effecting and validating (i) any amendment, alteration or repeal of
any provision of the Certificate of Designations; (ii) any amendment, alteration
or repeal to any provision of the Certificate of Incorporation of the Issuer
that could adversely affect the preferences, rights or powers of the Preferred
Stock; (iii) any authorization, issuance or creation of any class or series of
capital stock of the Issuer; (iv) any increase in size of the Board of Directors
of Issuer (except in accordance with the Certificate of Designations or the
Stockholders' Agreement); (v) any change in the State of incorporation of
Issuer; (vi) any delisting of Issuer's Common Stock from the American Stock
Exchange or listing of Common Stock on a different exchange or national
quotation system; and (vii) any decision, commitment or other arrangement to
effect any of the foregoing.
Under the Stockholders' Agreement, the Issuer has agreed to effect
"demand" registrations at any time upon the request of any of the Purchasers or
any other person holding Registrable Securities (as defined in the Stockholders'
Agreement), including registrations made on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), for an offering on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act. There is no
limit on the number of "demand" registrations or Form S-3 registrations that may
be requested. The Stockholders' Agreement further provides that, subject to
certain limitations, the Purchasers may include their Registrable Securities in
any registration of stock by the Issuer under the Securities Act.
Under the Stockholders' Agreement, the Issuer is required to pay all
registration expenses (other than underwriting discounts and commissions) with
respect to all registrations made for the benefit of the holders of Registrable
Securities. The Issuer is also required to pay liquidated damages in an amount
equal to 2% of the Issue Amount Per Share (as defined in the Stockholders'
Agreement) in cash or, in the event the Issuer is not able to pay cash, in
Preferred Stock each month following the 150-day period in which a registration
statement has not been declared effective by the Securities and Exchange
Commission after the holders of Registrable Securities have requested
registration.
The foregoing description of the Stockholders' Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference
to the Stockholders' Agreement, a copy of which is filed as Exhibit 4 hereto and
is incorporated herein by reference.
Voting Agreement
31
Pursuant to the Voting Agreement, Olivetti International and Oak agreed
that Cirmatica shall have the right to designate the persons who shall serve as
the directors designees of the Purchasers pursuant to the Certificate of
Designations and Stockholders' Agreement; provided that for so long as the
Purchasers are allowed under the Stockholders' Agreement and the Certificate of
Designations to designate 2 or more directors of the Issuer, Peter Cohen shall
be one of the appointed nominees for so long as he remains associated with
Peconic Fund Ltd. and its affiliates unless Oak, Peconic, or their permitted
assigns no longer beneficially own Preferred Stock (or Common Stock issued on
conversion of such Senior Preferred Stock). Cirmatica, Olivetti International
and Oak agreed to vote their Preferred Stock and Common Stock in favor of the
designees designated by Cirmatica. Under the Voting Agreement, Olivetti
International and Oak further agreed that Cirmatica shall have the right to
designate the designees who shall serve as members of the committees of the
Board.
Olivetti International also agreed to vote as directed by Cirmatica in
its sole and absolute discretion on all matters including, among other things,
ordinary and extraordinary corporate actions and all matters submitted to a
stockholder vote at general or special stockholder meetings of the Issuer.
Each of Olivetti International and Oak also agreed that it would not,
and would not permit any of its affiliates (other than Cirmatica and its
Subsidiaries), among other things, to, sell, encumber or otherwise transfer any
of its shares of Preferred Stock or Common Stock without first giving Cirmatica
prior written notice of such proposed transfer and the opportunity to purchase
all but not less than all of such shares of Preferred Stock or Common Stock at a
cash price equal to the sum of the amount of any cash plus the fair market value
of any other consideration offered by the prospective purchaser.
The foregoing description of the Voting Agreement is not, and does not
purport to be, complete and is qualified in its entirety by reference to the
Voting Agreement, as amended, a copy of which is filed as Exhibit 5 hereto and
is incorporated herein by reference.
Except as set forth in this Schedule, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect of any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of the
Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, of the giving or withholding of
proxies, or a pledge or contingency the occurrence of which would give another
person voting power over the securities of the Issuer.
32
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Filed herewith are these exhibits:
(1) Joint Filing Agreement dated May 29, 2001 among Cirmatica
Gaming S.A., Lottomatica S.p.A., Ramius Securities, LLC, PEI N.V.,
Ramius Capital Group, LLC, C4S & Co., The Oak Fund, Olivetti
International S.A. Holding and Olivetti S.p.A. (incorporated by
reference to Exhibit 1 to the Amendment No. 1 to the Statement on
Schedule 13D filed on June 29, 2001)
(2) Preferred Stock Purchase Agreement dated September 6, 2000
among Autotote Corporation, Olivetti International S.A. Holding,
Cirmatica Gaming S.A., The Oak Fund and Peconic Fund Ltd. (incorporated
by reference to Exhibit 2 to the Statement on Schedule 13D filed on
September 15, 2000)
(3) Certificate of Designations of Series A Convertible Preferred
Stock of Autotote Corporation (incorporated by reference to Exhibit 3.3
to the 10-Q Quarterly Report of Autotote Corporation filed on September
14, 2000)
(4) Stockholders' Agreement dated September 6, 2000 among Autotote
Corporation, Olivetti International S.A. Holding, Cirmatica Gaming
S.A., The Oak Fund and Peconic Fund Ltd. (incorporated by reference to
Exhibit 4 to the Statement on Schedule 13D filed on September 15, 2000)
(5) Voting Agreement dated September 6, 2000, as amended, among
Olivetti International S.A. Holding, Cirmatica Gaming S.A., The Oak
Fund and PEI N.V. (incorporated by reference to Exhibit 5 to the
Statement on Schedule 13D filed on September 15, 2000)
33
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.
Dated: December 4, 2001
OLIVETTI INTERNATIONAL S.A., HOLDING
By: /s/ Luciano La Noce
-------------------------------
Name: Luciano La Noce
Title: Director
By: /s/ E. Bruin
-------------------------------
Name: E. Bruin
Title: Director
OLIVETTI S.p.A.
By: /s/ Enrico Grigliatti
-------------------------------
Name: Enrico Grigliatti
Title: Corporate Secretary
CIRMATICA GAMING S.A.
By: /s/ Roberto Sgambati
-------------------------------
Name: Roberto Sgambati
Title: Director
LOTTOMATICA S.p.A.
By: /s/ Roberto Sgambati
-------------------------------
Name: Roberto Sgambati
Title: Director
THE OAK FUND
By: /s/ Niels Heck
-------------------------------
Name: Niels Heck
Title: Director
34
RAMIUS SECURITIES, LLC
By: Ramius Capital Group, LLC
Its: Investment Advisor
By: C4S & Co., LLCC
Its: Managing Member
By: /s/ Peter A. Cohen
-------------------------------
Name: Peter A. Cohen
Title: Managing Officer
RAMIUS CAPITAL GROUP, LLC
By: C4S & Co., LLCC
Its: Managing Member
By: /s/ Peter A. Cohen
-------------------------------
Name: Peter A. Cohen
Title: Managing Officer
C4S & CO., LLC
By: /s/ Peter A. Cohen
-------------------------------
Name: Peter A. Cohen
Title: Managing Officer
35
SCHEDULE 1
Board of Directors and Executive Officers
of
Cirmatica Gaming S.A.
Name Position Citizenship Principal Occupation Address of Principal Business
With Occupation
Cirmatica
Roberto Director, Chairman Italy CFO, Lottomatica S.p.A. Via di Porta Latina 8
Sgambati 00179 Rome, Italy
Antonio Director, Company Andorra Partner Rambla de Catalunya 16, 4[d]
Marimon Secretary Bufete Marimon Barcelona, Spain
Prats Asesores
Jaime Director Spain Promociones y Rambla de Catalunya 16, 4[d]
Guillem Actividades Barcelona, Spain
Hernandez RAP S.A.
36
Board of Directors and Executive Officers
of
Lottomatica S.p.A.
Name Position With Citizenship Principal Business Occupation* Address of Principal Business
Lottomatica Occupation
Luigi Abete Chairman Italy Chairman of Board of Directors
of Banca Nazionale del Lavoro
S.p.A.
Antonio Garroni Vice-Chairman Italy Vice-Chairman of Board of
Directors of Olivetti Tecnost
S.p.A.
Marco Staderini Managing Director Italy Managing Director of Lottomatica
S.p.A.
Corrado Ariaudo Director Italy General Manager of Olivetti
S.p.A.
Sergio Baronci Director Italy Director of Arianna 2001 S.r.l.
Enzo Concina Director Italy Managing Director of Banca
Nazionale del Lavoro
Multiservizi S.p.A.
Innocenzo Cipolletta Director Italy Chairman of Board of Directors
of Marzotto S.p.A.
Luciano Pietro La Noce Director Italy Chief Financial Officer of
Olivetti S.p.A.
Guiseppe De Rita Director Italy Chairman of Board of Directors
of CENSIS S.p.A.
----------------------------------
* To be completed only where principal occupation is not position held with
Lottomatica S.p.A.
37
Name Position With Citizenship Principal Business Occupation* Address of Principal Business
Lottomatica Occupation
Massimo Panzali Director Italy Portfolio Administrative and
General Affairs Manager of Banca
Nazionale del Lavoro S.p.A.
Michele Reinero Director Italy Chairman of Board of Directors
of C.N.I. S.c.p.a.
Gilberto Ricci Director Italy Managing Director of Finsiel
S.p.A.
Alberto Tripi Director Italy Chairman of Board of Directors
of Almaviva Technologies S.r.l.
38
Board of Directors and Executive Officers
of
Olivetti S.p.A.
Name Principal Business Occupation Citizenship Address of Principal Business
Occupation
Antonio Tesone Chairman Italy Via Jervis, 77
10015 Ivrea, Italy
Marco Tronchetti Provera Director and Deputy Chairman Italy Via Jervis,77
10015 Ivra, Italy
Gilberto Benetton Director and Deputy Chairman Italy Via Jervis, 77
10015 Ivrea, Italy
Enrico Bondi Co-CEO Italy Via Jervis, 77
10015 Ivrea, Italy
Carlo Buora Co-CEO Italy Via Jervis, 77
10015 Ivrea, Italy
Lorenzo Caprio Director Italy Via Jervis, 77
10015 Ivrea, Italy
Giorgio Cirla Director Italy Via Jervis, 77
10015 Ivrea, Italy
Pier Luigi Fabrizi Director Italy Via Jervis, 77
10015 Ivrea, Italy
Cesare Geronzi Director Italy Via Jervis, 77
10015 Ivrea, Italy
Gianni Mion Director Italy Via Jervis, 77
10015 Ivrea, Italy
39
Piero Modiano Director Italy Via Jervis, 77
10015 Ivrea, Italy
Giampietro Nattino Director Italy Via Jervis, 77
10015 Ivrea, Italy
Alberto Pirelli Director Italy Via Jervis, 77
10015 Ivrea, Italy
Carlo Alessandro Puri Negri Director Great Britain Via Jervis, 77
10015 Ivrea, Italy
Dario Trevisan Director Italy Via Jervis, 77
10015 Ivrea, Italy
Alberto Varisco Director Italy Via Jervis, 77
10015 Ivrea, Italy
Piera Rosiello Board Secretary Italy Via Jervis, 77
10015 Ivrea, Italy
Corrado Ariaudo (1) General Manager Italy Via Jervis, 77
10015 Ivrea, Italy
(1) It is not Board Member
40
Board of Directors and Executive Officers
of
Olivetti International S.A., Holding
Name Position With Citizenship Principal Business* Home Address or Address of such
Olivetti International Occupation Principal Business Occupation
Antonio Tesone Chairman Italy Chairman Olivetti S.p.A.
Via Jervis 77
10015 Ivrea, Italy
Luciano La Noce Director Italy Director of Corporate Finance Olivetti S.p.A.
Via Jervis 77
10015 Ivrea, Italy
Dirk Van Reeth Director Belgium Head of the Trust Department Banque General du Luxembourg
50 J F Kennedy
L 2951 Luxembourg
Edward Bruin Director Netherlands Head of Fiscal Affairs Banque General du Luxembourg
50 J F Kennedy
L 2951 Luxembourg
----------------------------
* To be completed only where principal occupation is not position held with
Olivetti International S.A. Holding
41
Managing Members*
of
C4S & Co., LLC, Ramius Securities, LLC
and Ramius Capital Group, LLC
Name Citizenship Principal Business Occupation Address of Principal Business
Occupation
Peter A. Cohen U.S.A. Managing member of 666 Third Avenue
C4S & Co., LLC 26th Floor
New York, New York 10017
Morgan B. Stark U.S.A. Managing member of 666 Third Avenue
C4S & Co., LLC 26th Floor
New York, New York 10017
Thomas W. Strauss U.S.A. Managing member of 666 Third Avenue
C4S & Co., LLC 26th Floor
New York, New York 10017
------------------------------
* C4S & Co., LLC is the managing member of Ramius Capital Group, LLC and
Ramius Capital Group, LLC is the sole member of Ramius Capital
Securities, LLC.
42
Board of Executive Officers
of
The Oak Fund
Name Position with Citizenship Principal Business Occupation* Address of Principal Business
The Oak Fund Occupation
Paul A. Biddelman Director U.S.A. President Hanseatic Corporation
450 Park Avenue,
Suite 2302
New York, NY 10022
Niels Heck Director The Netherlands Managing Director Cisco Funds Services
(Cayman Islands) Ltd.
Corporate Centre,
West Bay Road
P.O. Box 31106 SMB
Grand Cayman,
Cayman Islands
Hubertus Langen Director Germany Private Investor Heinrich-Vogl-Str.17
81479 Munich
Germany
Bendel, Vander Mast & Co.
Taco van der Mast Director Netherlands Partner B.V., Torenlaan 1
(i) 1251 HE Laren
The Netherlands
------------------------------
* To be completed only where principal occupation is not position held with
The Oak Fund.
43
Exhibit Index
Exhibit Number Title
1. *Joint Filing Agreement dated May 29, 2001 among Cirmatica
Gaming S.A., Lottomatica S.p.A., Ramius Securities, LLC, PEI
N.V., Ramius Capital Group, LLC, C4S & Co., The Oak Fund,
Olivetti International S.A. Holding and Olivetti S.p.A.
2. *Preferred Stock Purchase Agreement dated September 6, 2000
among Autotote Corporation, Olivetti International S.A.
Holding, Cirmatica Gaming S.A., The Oak Fund and Peconic Fund
Ltd.
3. *Certificate of Designations of Series A Convertible Preferred
Stock of Autotote Corporation (incorporated by reference to
Exhibit 3.3 to the 10-Q Quarterly Report of Autotote
Corporation filed on September 14, 2000).
4. *Stockholders' Agreement dated September 6, 2000 among
Autotote Corporation, Olivetti International S.A. Holding,
Cirmatica Gaming S.A., The Oak Fund and Peconic Fund Ltd.
5. *Voting Agreement dated September 6, 2000 among Olivetti
International S.A. Holding, Cirmatica Gaming S.A., The Oak
Fund and Peconic Fund Ltd.
* Previously filed
STATEMENT OF DIFFERENCES
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The degree symbol shall be expressed as ...................................[d]