QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)

SCIENTIFIC GAMES CORPORATION
(F/K/A AUTOTOTE CORPORATION)
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

053323 10 1
(CUSIP Number)

February 4, 2002
(Date of Event which Requires Filing of this Statement)

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)




Schedule 13G

CUSIP No. 053323 10 1


1.   NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) / /

 

 

(b) /x/

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION
California

NUMBER OF   5.   SOLE VOTING POWER    3,900,000
SHARES  
BENEFICIALLY   6.   SHARED VOTING POWER    None
OWNED BY EACH  
REPORTING   7.   SOLE DISPOSITIVE POWER    3,900,000
PERSON WITH  
    8.   SHARED DISPOSITIVE POWER    None

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    3,900,000

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    / /

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.64%

12.   TYPE OF REPORTING PERSON
    IA;OO

NOTE: Oaktree Capital Management, LLC hereby amends and restates its initial statement on Schedule 13G dated February 5, 2002 (as amended, the "Schedule 13G"). This amendment is being filed for the sole purpose of correcting a typographical error in the footnote to Item 4 of the Schedule 13G. The reference to "OCM Opportunities Fund II, L.P." in the footnote to Item 4 should have read "OCM Opportunities Fund, L.P." and this Amendment No. 1 is being filed for the sole purpose of amending the footnote to Item 4 to make this correction.

2


ITEM 1.

ITEM 2.

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:

3


ITEM 4. Ownership*


*
Oaktree Capital Management, LLC, a California limited liability company, is filing this Schedule 13G in its capacities (i) as the general partner of OCM Opportunities Fund, L.P., a Delaware limited partnership (the "Fund") and (ii) as the investment manager of a third-party account (the "Oaktree Account"). The Fund is the direct beneficial owner of 3,782,996 shares of the Issuer's Common Stock. The Oaktree Account is the direct beneficial owner of 117,004 shares of the Issuer's Common Stock.

ITEM 5. Ownership of Five Percent or Less of a Class

        Not applicable.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

        All securities reported on this Schedule 13G are directly held either by the Fund or the Oaktree Account. The Fund beneficially owns 9.35% of the Issuer's Common Stock. The Oaktree Account does not benficially own more than 5% of the Issuer's Common Stock.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

        Not applicable.

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.

4




SIGNATURE

        After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated as of this 20th day of May, 2002

OAKTREE CAPITAL MANAGEMENT, LLC

/s/  JOHN B. FRANK      
By: John B. Frank
Title: Managing Director and General Counsel
   

5




QuickLinks

SIGNATURE