UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 22, 2004
______________________________
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 81-0422894
(State of Incorporation) (IRS Employer
Identification Number)
0-13063
(Commission File Number)
750 Lexington Avenue, New York, New York 10022
(Address of registrant's principal executive office)
(212) 754-2233
(Registrant's telephone number)
______________________________
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 24, 2004, Scientific Games Corporation (the "Company")
commenced (a) a cash tender offer for any and all of its outstanding 12 1/2%
Senior Subordinated Notes due 2010 (the "Notes") and (b) a solicitation of
consents to amend the Indenture, dated as of August 14, 2000, by and among
the Company (formerly known as Autotote Corporation), certain of the
Company's subsidiaries, and The Bank of New York as trustee (as supplemented,
the "Indenture"), under which the Notes were issued. As of 5:00 p.m., New
York City time, on December 8, 2004, the Company received the requisite
number of consents to permit it to amend the Indenture. On December 22,
2004, the Company, certain of the Company's subsidiaries, and The Bank of New
York, as trustee, executed a Third Supplemental Indenture (the "Third
Supplemental Indenture"), amending the Indenture as described in the Offer to
Purchase and Solicitation of Consents dated November 24, 2004 (the
"Amendments").
The Amendments eliminate substantially all of the restrictive covenants
and certain event of default provisions contained in the Indenture. The
Amendments became operative on December 23, 2004, when the tendered Notes
were accepted for purchase by the Company. Notes that were not tendered for
purchase in the tender offer remain outstanding and are subject to the terms
of the Indenture as modified by the Amendments. The Third Supplemental
Indenture is attached hereto as Exhibit 4.1.
Item 8.01 Other Events.
Scientific Games Corporation issued a press release dated December 23,
2004 announcing that it completed its previously announced refinancing
transactions.
A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
4.1 Third Supplemental Indenture, dated as of December 22, 2004, by and
among Scientific Games Corporation, the subsidiary guarantors listed on the
signature pages thereto and The Bank of New York, as trustee.
99.1 Press Release of Scientific Games Corporation dated December 23,
2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SCIENTIFIC GAMES CORPORATION
Date: December 28, 2004 By:/s/ Martin E. Schloss
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Name: Martin E. Schloss
Title: Vice President and General
Counsel
INDEX TO EXHIBIT
Exhibit No. Description
4.1 Third Supplemental Indenture, dated as of December 22, 2004, by and
among Scientific Games Corporation, the subsidiary guarantors listed
on the signature pages thereto and The Bank of New York, as trustee.
99.1 Press Release of Scientific Games Corporation, dated December 23,
2004.