UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d2(a)
(Amendment No. 3)*
INTERLOTT TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
458764-10-7
(CUSIP Number)
L. Rogers Wells, Jr.
7697 Innovation Way
Mason, OH 45040
(513) 701-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
John J. McCoy, Esq.
Taft, Stettinius & Hollister LLP
425 Walnut Street, 18th Floor
Cincinnati, OH 45202
(513) 381-2838
March 17, 2003
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(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 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. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
(Continued on following pages)
CUSIP No. 458764-10-7
(1) NAMES OF REPORTING PERSON
L. Rogers Wells, Jr.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF (7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH 3,652,300
REPORTING -----------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
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(10) SHARED DISPOSITIVE POWER
3,652,300
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,652,300
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
(See Instructions)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.8%
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(14) TYPE OF REPORTING PERSON
CO
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CUSIP No. 458764-10-7
SCHEDULE 13D - AMENDMENT NO. 3
The following amendment to the statement of information is being filed by
L. Rogers Wells, Jr., pursuant to Rule 13d-2 of the Securities and Exchange
Commission.
ITEM 1. SECURITY AND ISSUER:
This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $0.01 per share ("Interlott Common Stock"), of Interlott
Technologies, Inc., a Delaware corporation ("Interlott"). The address of the
principal executive offices of Interlott is 7697 Innovation Way, Mason, Ohio
45040.
ITEM 2. IDENTITY AND BACKGROUND.
(b) Business Address: 7697 Innovation Way, Mason, Ohio 45040
(c) Employment: Mr. Wells is Chairman of the Board and served as Chief
Executive Officer of the Issuer until 1999. He has been the principal
stockholder of the Issuer since 1992. Mr. Wells served as a director
of the Issuer from 1992, and as Chairman of the Board and Chief
Executive Officer of the Issuer from 1993, until his resignation from
these positions in October 1994. He was re-elected to these positions
in February 1995. In addition, Mr. Wells owns American Materials,
Incorporated, which assembles and distributes automobile and truck
components and serves as a regional warehousing and distribution
center for various businesses. Mr. Wells also owns International
Investments, Inc., which invests in and provides financing to various
businesses.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) On March 17, 2003, GTECH Holdings Corporation ("GTECH"), Interlott
and Bengal Acquisition Co., an indirect wholly-owned subsidiary of GTECH
("Merger Subsidiary") entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which Interlott will be merged with and into Merger
Subsidiary (the "Merger"). The parties contemplate an amendment to the Merger
Agreement so that Interlott will merge into a direct subsidiary of GTECH.
In order to induce GETCH and Merger Subsidiary to enter into the Merger
Agreement, GTECH, Merger Subsidiary and Mr. Wells ("Wells") entered into a
Stockholder Voting and Option Agreement dated as of March 17, 2003 (the
"Stockholder Agreement"), pursuant to which Wells has agreed to vote his shares
in favor of the Merger (the "Subject Shares"). The Subject Shares (including
options that vest within 60 days of March 17, 2003) represent 54.8% of
Interlott's outstanding capital stock.
In addition, Wells irrevocably granted Merger Subsidiary an option (the
"Option"), exercisable only upon the events and subject to the conditions set
forth in the Stockholder
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CUSIP No. 458764-10-7
Agreement, to purchase all of the Subject Shares at a purchase price per share
equal to $9.00 (the "Exercise Price"). Subject to the conditions set forth in
Section 2.02 of the Stockholder Agreement and the termination provisions of
Section 5.07 of the Stockholder Agreement, Merger Subsidiary may exercise the
Option in whole at any time prior to the date 60 days after the expiration or
termination of the Merger Agreement if (x) Wells fails to comply with any of his
obligations under the Stockholder Agreement, or (y) (A) the Merger is not
consummated because of the failure to satisfy the conditions to the Merger set
forth in Article VIII of the Merger Agreement (other than as a result of a
failure of the conditions set forth in any of Sections 8.1(b), 8.1(c), 8.1(d),
8.1(e), 8.2(d), 8.3(a), 8.3(b), 8.3(c) or 8.3(e) thereof to be satisfied) and
(B) the Merger Agreement has been terminated pursuant to Sections 9.1(a),
9.1(b), 9.1(d), 9.1(h), 9.1(i) (other than solely as a result of a breach by
GTECH) or 9.1(j) (other than solely as a result of an untrue representation or
warranty of GTECH) thereof. Funds required to exercise the option will be
furnished from the working capital of GTECH.
The Merger is subject to certain conditions. The descriptions of the Merger
Agreement and the Stockholder Agreement contained herein are qualified in their
entirety by reference to such agreements, which are Exhibits 2.1 and 2.2 hereto,
respectively.
Pursuant to the Merger Agreement and the actions contemplated therein,
Interlott will be merged with and into Merger Subsidiary, with Merger Subsidiary
continuing as the surviving corporation and as a wholly owned subsidiary of
GTECH (the "Surviving Corporation"). Upon completion of the Merger, each issued
and outstanding share of Interlott Common Stock will be exchanged for the right
to receive either $9.00 in cash or common stock of GTECH, par value $0.01 per
share, with a value of $9.00 based on the average trading price of GTECH common
stock for a period preceding the merger, subject to adjustment on a pro rata
basis such that the aggregate merger consideration paid by GTECH shall be paid
51.5% in stock and 48.5% in cash.
As a result of the Stockholder Agreement, Wells may be deemed to have
shared voting and dispositive powers with respect to the Subject Shares and
GTECH and Merger Subsidiary may be deemed to be beneficial owners of the Subject
Shares. The Subject Shares constitute approximately 54.8% of the issued and
outstanding shares of Interlott Common Stock, based on Interlott's
representation in the Merger Agreement that there were 6,459,718 shares of
Interlott Common Stock issued and outstanding at the close of business on March
17, 2003.
Pursuant to the Stockholder Agreement, Wells agreed, among other things,
(i) to vote the Subject Shares in favor of (a) the adoption of the Merger
Agreement, (b) the approval of the Merger and (c) the approval of the other
transactions contemplated by the Merger Agreement, and (ii) to vote the Subject
Shares against (a) any proposal made in opposition to or in competition with the
Merger, (b) any merger, consolidation, sale of assets, business combination,
share exchange, reorganization or recapitalization of Interlott, or any of its
subsidiaries, with or involving a party other than as contemplated by the Merger
Agreement, (c) any liquidation or winding up of Interlott, (d) any extraordinary
dividend by Interlott, (e) any change in the capital structure or business of
Interlott (other than pursuant to the Merger Agreement) and (f) any other action
that may reasonably be expected to impede, interfere with, delay, postpone or
attempt to discourage the consummation of the transactions contemplated by the
Merger Agreement or result in a breach of any of the covenants, representations,
warranties or other obligations or
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CUSIP No. 458764-10-7
agreements of Interlott under the Merger Agreement, or which would materially
and adversely affect Interlott or GTECH or their respective abilities to
consummate the transactions contemplated by the Merger Agreement. In addition,
Wells agreed, among other things, not to Transfer (or agree to Transfer) any of
the Subject Shares. As used in the Stockholder Agreement, "TRANSFER" Means, with
respect to any security, the direct or indirect assignment, sale, transfer,
tender, pledge, hypothecation, or the grant, creation or sufferage of a Lien (as
defined in the Stockholder Agreement) or encumbrance in or upon, or the gift,
placement in trust, or the constructive sale or other disposition of such
security (including transfers by testamentary or intestate succession or
otherwise by operation of law) or any right, title or interest therein
(including but not limited to any right or power to vote to which the holder
thereof may be entitled, whether such right or power is granted by proxy or
otherwise), or the record or beneficial ownership thereof, the offer to make
such a sale, transfer, Constructive sale or other disposition, and each
agreement, arrangement or understanding, whether or not in writing, to effect
any of the foregoing. The term "CONSTRUCTIVE sale" means a short sale with
respect to such security, entering into or acquiring an offsetting derivative
contract with respect to such security, entering into or acquiring a futures or
forward contract to deliver such security or entering into any other hedging or
other derivative transaction that has the effect of materially changing the
economic benefits and risks of ownership.
Further, pursuant to the Stockholder Agreement, among other things, Wells
agreed (a) not to directly or indirectly (i) solicit, initiate or encourage (or
authorize any person to solicit, initiate or encourage) any Acquisition Proposal
(as defined in the Merger Agreement), (ii) participate in any discussion or
negotiations regarding, or furnish to any other person any information with
respect to, or otherwise cooperate in any way with, or participate in,
facilitate or encourage any effort or attempt by any other person to do or seek
the foregoing, (iii) approve, endorse or recommend any of the foregoing, or (iv)
enter into any letter of intent or similar document or any contract, agreement
or commitment contemplating or otherwise relating to any of the foregoing; and
(b) not to permit any affiliate of Wells to, nor shall Wells act in concert with
or permit any affiliate to act in concert with any person to make, or in any
manner participate in, directly or indirectly, a "solicitation" of "proxies" (as
such terms are used in the rules of the Securities and Exchange Commission) or
powers of attorney or similar rights to vote, or seek to advise or influence any
person with respect to the voting of, any shares of Interlott Common Stock in
connection with any vote or other action on any matter, other than to recommend
that stockholders of Interlott vote in favor of the Merger and the Merger
Agreement and otherwise as expressly provided by Article One of the Stockholder
Agreement.
Further, by his execution of the Stockholder Agreement, Wells irrevocably
granted to and appointed GTECH's president and its corporate secretary, or any
of them, and any individual designated in writing by any of them, as his or her
proxy and attorney-in-fact to vote the Subject Shares (i) in favor of (A)
adoption of the Merger Agreement, (B) approval of the Merger and (C) approval of
any other transactions contemplated by the Merger Agreement and (ii) against (a)
any proposal made in opposition to or in competition with the Merger, (b) any
merger, consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of Interlott, or any of its subsidiaries,
with or involving a party other than as contemplated by the Merger Agreement,
(c) any liquidation or winding up of Interlott, (d) any extraordinary dividend
by Interlott, (e) any change in the capital structure or business of Interlott
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CUSIP No. 458764-10-7
(other than pursuant to the Merger Agreement) and (f) any other action that may
reasonably be expected to impede, interfere with, delay, postpone or attempt to
discourage the consummation of the transactions contemplated by the Merger
Agreement or result in a breach of any of the covenants, representations,
warranties or other obligations or agreements of Interlott under the Merger
Agreement, or which would materially and adversely affect Interlott or GTECH or
their respective abilities to consummate the transactions contemplated by the
Merger Agreement.
The Stockholder Agreement does not limit Wells' actions in his capacity as
a director or officer of Interlott.
The Stockholder Agreement terminates upon the earlier to occur of (i) such
date and time as the Merger shall become effective, (ii) any termination of the
Merger Agreement pursuant to Section 9.1(c), 9.1(e), 9.1(f), 9.1(g), 9.1(i) (due
to any breach by GTECH) or 9.1(j) (due to any breach of a representation or
warranty of GTECH) thereof, (iii) 60 days after termination of the Merger
Agreement for any reason other than set forth in the preceding clause (ii), or
(iv) December 17, 2003.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Power of Attorney
5.1 Agreement and Plan of Merger dated as of March 17, 2003, by and among
GTECH, Merger Subsidiary and Interlott (incorporated by reference to
Exhibit 99.2 of Interlott's Current Report on Form 8-K dated March 17,
2003).
5.2 Stockholder Voting and Option Agreement dated as of March 17, 2003,
between GTECH, Merger Subsidiary and L. Roger Wells, Jr. (incorporated
by reference to Exhibit 99.3 of Interlott's Current Report on Form 8-K
dated March 17, 2003).
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CUSIP No. 458764-10-7
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: March 27, 2003
/s/ L. Rogers Wells, Jr.*
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L. Rogers Wells, Jr.
*By: /s/ John J. McCoy
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John J. McCoy
Attorney-in-Fact
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CUSIP No. 458764-10-7
EXHIBIT 1
POWER OF ATTORNEY
I, L. Rogers Wells, Jr., do hereby appoint John J. McCoy, Timothy E. Hoberg
and Patricia O. Lowry, or any one of them, as my true and lawful
attorney-in-fact to sign on my behalf individually and to file with the
Securities and Exchange Commission any schedules or other filings or amendments
thereto made by me pursuant to Section 13(d) of the Securities and Exchange Act
of 1934 and related to Interlott Technologies, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of March,
2003.
/s/ L. Rogers Wells, Jr.
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L. Rogers Wells, Jr.
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