UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Scientific Games Corporation
(formerly Autotote Corporation)
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(Name of Issuer)
Class A Common Stock ($0.01 par value)
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(Title of Class of Securities)
053323101
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(CUSIP Number)
December 31, 2001
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(Date of Event Which Requires Filing of this Statement)
Ivy Dodes
Credit Suisse First Boston
11 Madison Avenue
New York, New York 10010
(212) 325-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 053323101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston, on behalf of the investment banking
business of the Credit Suisse First Boston business unit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY (see Item 4(a))
OWNED BY
EACH -0-
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
(see Item 4(a))
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
BK, HC
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer:
Scientific Games Corporation (formerly Autotote Corporation)
(b) Address of Issuer's Principal Executive Offices:
750 Lexington Avenue, New York, New York 10022
Item 2.
(a) Name of Persons Filing:
Credit Suisse First Boston, on behalf of the investment banking
business of the Credit Suisse First Boston business unit. See
Schedule I.
(b) Address of Principal Business Office:
Uetlibergstrasse 231, P.O. Box 900, CH-8070 Zurich, Switzerland
(c) Citizenship:
Switzerland
(d) Title of Class of Securities:
Class A Common Stock
(e) CUSIP Number:
053323101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a(n): (a) |_| Broker or Dealer
registered under Section 15 of the Act (15 U.S.C. 78o)
(b) |X| Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c)
(c) |_| Insurance Company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c)
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act (15 (U.S.C. 80a-8)
(e) |_| Person registered as an investment adviser under Section
203 of the Investment Advisers Act of 1940
(15 U.S.C. 80b-3) or under the laws of any state.
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with
ss.240.13d-1(b)(1)(ii)(F)
(g) |X| Parent Holding Company or Control Person in accordance with
ss.240.13d-1(b)(ii)(G)
(h) |_| Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) |_| Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
(j) |_| Group in accordance withss.240.13d-1(b)(1)(ii)(J)
Item 4. Ownership
(a) Amount Beneficially Owned:
See response to Item 9 on page 2.
(b) Percent of Class:
See response to Item 11 on page 2.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See response to Item 5 on page 2.
(ii) Shared power to vote or to direct the vote:
See response to Item 6 on page 2.
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on page 2.
(iv) Shared power to direct the disposition of:
See response to Item 8 on page 2.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following: |X|
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
See Schedule I.
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
February 12, 2002
CREDIT SUISSE FIRST BOSTON,
acting solely on behalf of
the investment banking
business of the Credit
Suisse First Boston
business unit
By: /s/ Ivy Dodes
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Name: Ivy Dodes
Title: Managing Director
Schedule I
In accordance with Securities and Exchange Commission Release No. 34-39538
(January 12, 1998), this Schedule 13G is being filed by Credit Suisse First
Boston (the "Bank"), a Swiss bank, on behalf of itself and its subsidiaries, to
the extent that they constitute part of the investment banking business (the
"Reporting Person") of the Credit Suisse First Boston business unit (the "CSFB
business unit"). The CSFB business unit is also comprised of an asset management
business ("Asset Management"). The Reporting Person provides financial advisory
and capital raising services, sales and trading for users and suppliers of
capital around the world and invests in and manages private equity and venture
capital funds. Asset Management provides asset management and investment
advisory services to institutional, mutual fund and private investors worldwide.
The address of the Bank's principal business and office is Uetlibergstrasse 231,
P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Person's
principal business and office in the United States is Eleven Madison Avenue, New
York, New York 10010.
The ultimate parent company of the Bank is Credit Suisse Group ("CSG"), a
corporation formed under the laws of Switzerland. CSG is a global financial
services company with two distinct business units. In addition to the CSFB
business unit, CSG and its consolidated subsidiaries are comprised of the Credit
Suisse Financial Services business unit (the "Credit Suisse Financial Services
business unit"). CSG's business address is Paradeplatz 8, P.O. Box 1, CH 8070
Zurich, Switzerland.
CSG, for purposes of the federal securities laws, may be deemed ultimately to
control the Bank and the Reporting Person. CSG, its executive officers and
directors, and its direct and indirect subsidiaries (including Asset Management
and the Credit Suisse Financial Services business unit) may beneficially own
shares of the securities of the issuer to which this schedule relates (the
"Shares") and such Shares are not reported in this statement. CSG disclaims
beneficial ownership of Shares beneficially owned by its direct and indirect
subsidiaries, including the Reporting Person. The Reporting Person disclaims
beneficial ownership of Shares beneficially owned by CSG, Asset Management and
the Credit Suisse Financial Services business unit.