UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
ACRES GAMING INCORPORATED
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
004936100
(CUSIP NUMBER)
SARA BETH BROWN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
INTERNATIONAL GAME TECHNOLOGY
9295 PROTOTYPE DRIVE
RENO, NEVADA 89510
(775) 448-7777
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
JANUARY 28, 2002
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(3) or (4), check the following box: [ ]
*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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 004936100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS, I.R.S. Identification Nos. of Above Persons
IGT
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [N/A]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
None - See footnote 1
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None - See footnote 1
PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None - See footnote 1
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14 TYPE OF REPORTING PERSON
CO
----------
(1) On 1/28/97 IGT, a wholly owned subsidiary of International Game Technology,
purchased 519,481 of Issuer's Series A Convertible Preferred Stock (the
"Series A Preferred Stock"). On December 26, 2001, IGT sent to Issuer a
Redemption Notice requesting that Issuer redeem all of the shares of Series
A Preferred Stock owned by IGT. The Redemption Notice set January 28, 2002
as the redemption date. On January 28, 2002, Issuer redeemed all 519,481
shares of Series A Preferred Stock owned by IGT for an aggregate redemption
price of $5,000,004 (Five Million Four Dollars).
1. NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
INTERNATIONAL GAME TECHNOLOGY
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [N/A]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
None - See footnote 1
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None - See footnote 1
PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None - See footnote 1
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14 TYPE OF REPORTING PERSON
CO
INTRODUCTORY STATEMENT:
This Amendment No. 4 is being filed to report that on January 28, 2002,
Acres Gaming Incorporated, a Nevada corporation (the "Issuer"), redeemed all of
the shares of Series A Preferred Stock owned by IGT, a Nevada corporation
("IGT"). The redemption price for the 519,481 shares owned by IGT was $5,000,004
(Five Million Four Dollars).
Items 1 through 7 are hereby amended and restated in their entirety to
read as follows:
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Series A Convertible Preferred Stock,
$.01 par value per share, (the "Series A Preferred Stock"), of Issuer, which has
its principal executive offices located at 7115 Amigo, Suite 150, Las Vegas,
Nevada 89119.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of International Game Technology, a
Nevada corporation (the "Company") and IGT, a wholly owned subsidiary of the
Company. The Company and IGT design, develop and manufacture
microprocessor-based gaming products and software systems, and have their
principal business address and principal offices at 9295 Prototype, Reno, Nevada
89510.
The directors and executive officers of the Company are set forth as
follows:
PRINCIPAL NAME & ADDRESS OF CORP.
HOME OR BUSINESS OCCUPATION OR OR OTHER ORG. IN WHICH
NAME ADDRESS EMPLOYMENT EMPLOYED
---- ---------------- ------------- ----------------------
G. Thomas Baker 9295 Prototype Drive Chief Executive International Game
Reno, NV 89510 Officer, President Technology
and Chief 9295 Prototype Dr.
Operating Officer Reno, NV 89510
Maureen Mullarkey 9295 Prototype Drive Senior Vice International Game
Reno, NV 89510 President of Technology
Finance, Chief 9295 Prototype Dr.
Financial Officer Reno, NV 89510
and Treasurer
Charles N. Mathewson 9295 Prototype Drive Chairman International Game
Reno, NV 89510 Technology
9295 Prototype Dr.
Reno, NV 89510
Sara Beth Brown 9295 Prototype Drive Senior Vice International Game
Reno, NV 89510 President, General Technology
Counsel and 9295 Prototype Dr.
Secretary Reno, NV 89510
PRINCIPAL NAME & ADDRESS OF CORP.
HOME OR BUSINESS OCCUPATION OR OR OTHER ORG. IN WHICH
NAME ADDRESS EMPLOYMENT EMPLOYED
---- ---------------- ------------- ----------------------
Robert A. Bittman 9295 Prototype Drive Executive Vice International Game
Reno, NV 89510 President, Product Technology
Development, and 9295 Prototype Dr.
Director of the Reno, NV 89510
Company
Wilbur K. Keating 9295 Prototype Drive Administrative International Game
Reno, NV 89510 Officer for the Technology
National 9295 Prototype Dr.
Association of Reno, NV 89510
State Retirement
Administration and
Director of the
Company
Robert Miller 9295 Prototype Drive Senior Partner at International Game
Reno, NV 89510 the law firm of Technology
Jones Vargas and 9295 Prototype Dr.
Director of the Reno, NV 89510
Company
Frederick B. Rentschler 9295 Prototype Drive Retired in 1991 International Game
Reno, NV 89510 from position as Technology
President and CEO 9295 Prototype Dr.
of Northwest Reno, NV 89510
Airlines.
Director of the
Company
Anthony Ciorciari 9295 Prototype Drive Senior Vice International Game
Reno, NV 89510 President, Technology
Operations 9295 Prototype Dr.
Reno, NV 89510
Richard Pennington 9295 Prototype Drive Senior Vice International Game
Reno, NV 89510 President, Product Technology
Management 9295 Prototype Dr.
Reno, NV 89510
Ward Chilton 9295 Prototype Drive Senior Vice International Game
Reno, NV 89510 President, North Technology
America Sales 9295 Prototype Dr.
Reno, NV 89510
The directors and executive officers of IGT are set forth as follows:
NAME & ADDRESS OF
HOME OR BUSINESS PRINCIPAL OCCUPATION CORP. OR OTHER ORG. IN
NAME ADDRESS OR EMPLOYMENT WHICH EMPLOYED
---- ---------------- -------------------- ----------------------
Charles N. Mathewson 9295 Prototype Drive Chairman IGT
Reno, NV 89510 9295 Prototype Dr.
Reno, NV 89510
G. Thomas Baker 9295 Prototype Drive Chief Executive IGT
Reno, NV 89510 Officer, President, 9295 Prototype Dr.
Chief Operating Reno, NV 89510
Officer and Director
Sara Beth Brown 9295 Prototype Drive Senior Vice IGT
Reno, NV 89510 President, General 9295 Prototype Dr.
Counsel, Secretary Reno, NV 89510
and Director
Maureen Mullarkey 9295 Prototype Drive Senior Vice President IGT
Reno, NV 89510 of Finance, Chief 9295 Prototype Dr.
Financial Officer and Reno, NV 89510
Treasurer
During the last five years, no person named above has been (a) convicted
in a criminal proceeding (excluding traffic violations and similar misdemeanors)
or (b) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws.
All of the directors and executive officers of the Company and IGT are
citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION
On December 26, 2001, IGT sent to Issuer a redemption notice requesting
that Issuer redeem all of the shares of Series A Preferred Stock owned by IGT.
On January 28, 2002, Issuer redeemed all of the Series A Preferred Stock owned
by IGT. The redemption price for the 519,481 shares owned by IGT was $5,000,004
(Five Million Four Dollars).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Number and Percentage of Shares IGT owns: None. On January 28, 2002,
Issuer redeemed all 519,481 shares of Issuer's Series A Convertible Preferred
Stock owned by IGT.
(b) Power to Vote: Not applicable.
(c) Transactions Effected Since Last Schedule 13D Filing: See response
to Item 5(a) above.
(d) Right to Receive Proceeds: Not applicable.
(e) Date Company and IGT Ceased to be Beneficial Owners of 5%: January
28, 2002.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
On December 26, 2001, IGT sent to Issuer a Redemption Notice requesting
Issuer to redeem all of the shares of Series A Preferred Stock owned by IGT. On
January 28, 2002, Issuer redeemed all of the shares of Series A Preferred Stock
owned by IGT (519,481 shares) for an aggregate redemption price of $5,000,004,
and IGT ceased to be a shareholder of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Redemption Notice
Purchase Contract
Certificate of Designation of Preferred Stock
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: February 1, 2002 IGT
By: /s/ Sarah Beth Brown
-----------------------------------
Sarah Beth Brown
Senior Vice President and General
Counsel
INTERNATIONAL GAME TECHNOLOGY
By: /s/ Sarah Beth Brown
-----------------------------------
Sarah Beth Brown
Senior Vice President and General
Counsel
EXHIBIT INDEX
1. Redemption Notice (incorporated by reference to Amendment No. 3 to
Schedule 13D dated December 26, 2001).
2. Purchase Contract (incorporated by reference to the Schedule 13D dated
January 28, 1997).
3. Certificate of Designation of Preferred stock (incorporated by reference
to the Schedule 13D dated January 28, 1997).