|
OMB
APPROVAL
|
|
|
OMB
Number:
Expires:
|
3235-0145
February
28, 2009
|
| Estimated average burden | |
| hours per response |
14.5
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
|
TAKE-TWO
INTERACTIVE SOFTWARE, INC.
|
|
(Name
of Issuer)
|
|
Common
Stock, $0.01 par value
|
|
(Title
of Class of Securities)
|
|
874054
10 9
|
|
(CUSIP
Number)
|
|
Robert
Zack, Esq.
OppenheimerFunds,
Inc.
Two
World Financial Center
225
Liberty Street, 11th Floor
New
York, NY 10281
(212)
323-0200
D. E. Shaw
Valence Portfolios, L.L.C.
Attn:
Compliance Department
Tower
45, 39th Floor
120
West 45th Street
New
York, NY 10036
(212)
478-0000
Peter
Nussbaum, Esq.
S.A.C.
Capital Advisors, LLC
72
Cummings Point Road
Stamford,
CT 06902
(203)
890-2000
Andrew
S. Paul, Esq.
Tudor
Investment Corporation
1275
King Street
Greenwich,
CT 06831
(203)
863-6700
_________________________________________________
|
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
|
March
23, 2007
|
|
(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 §§240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the
following
box.
x (See
explanatory note to this Schedule 13D)
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-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
(“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).
Potential
persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid
OMB
control number.
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
OppenheimerFunds,
Inc.
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
OO
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Colorado
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
None
|
||||||||||||
|
8.
|
Shared
Voting Power
|
17,723,165
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
None
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
17,874,125
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
17,874,125*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
24.5%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
IA
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
2
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
D. E. Shaw
Valence Portfolios, L.L.C.
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
WC
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
None
|
||||||||||||
|
8.
|
Shared
Voting Power
|
6,573,466
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
None
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
6,573,466
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
6,573,466*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
9.0%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
3
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
D. E. Shaw
& Co., L.P.
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
o
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
AF
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
None
|
||||||||||||
|
8.
|
Shared
Voting Power
|
6,573,466
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
None
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
6,573,466
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
6,573,466*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
9.0%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
IA,
PN
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
4
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
David
E. Shaw
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
o
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
AF
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
United
States
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
None
|
||||||||||||
|
8.
|
Shared
Voting Power
|
6,573,466
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
None
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
6,573,466
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
6,573,466*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
9.0%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
5
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
S.A.C.
Capital Advisors, LLC
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
AF
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
|||||||||||||
|
8.
|
Shared
Voting Power
|
2,701,610
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
||||||||||||||
|
10.
|
Shared
Dispositive Power
|
2,701,610
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,701,610*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
3.7%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
6
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
S.A.C.
Capital Management, LLC
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
AF
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
|||||||||||||
|
8.
|
Shared
Voting Power
|
2,701,610
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
||||||||||||||
|
10.
|
Shared
Dispositive Power
|
2,701,610
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,701,610*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
3.7%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
7
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
Sigma
Capital Management, LLC
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
AF
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
|||||||||||||
|
8.
|
Shared
Voting Power
|
1,000,000
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
||||||||||||||
|
10.
|
Shared
Dispositive Power
|
1,000,000
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,000,000*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
1.4%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
8
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
CR
Intrinsic Investors, LLC
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
AF
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
|||||||||||||
|
8.
|
Shared
Voting Power
|
2,000,000
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
||||||||||||||
|
10.
|
Shared
Dispositive Power
|
2,000,000
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,000,000*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
2.7%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
9
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
Steven
A. Cohen
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
AF
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
United
States
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
|||||||||||||
|
8.
|
Shared
Voting Power
|
5,701,610
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
||||||||||||||
|
10.
|
Shared
Dispositive Power
|
5,701,610
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
5,701,610*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
7.8%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
10
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
Tudor
Investment Corporation
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
OO
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
0
|
||||||||||||
|
8.
|
Shared
Voting Power
|
3,183,233
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
0
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
3,183,233
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,183,233*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
x
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
4.4%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
CO
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
11
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
Paul
Tudor Jones, II
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
OO
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
United
States
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
0
|
||||||||||||
|
8.
|
Shared
Voting Power
|
3,475,946
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
0
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
3,475,946
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,475,946*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
x
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
4.8%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
12
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
James
J. Pallotta
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
OO
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
United
States
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
0
|
||||||||||||
|
8.
|
Shared
Voting Power
|
3,475,946
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
0
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
3,475,946
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,475,946*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
x
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
4.8%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
13
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
Tudor
Proprietary Trading, L.L.C.
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
OO
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
0
|
||||||||||||
|
8.
|
Shared
Voting Power
|
292,713
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
0
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
292,713
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
292,713*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
x
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
0.4%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
14
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
The
Tudor BVI Global Portfolio Ltd.
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
OO
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Cayman
Islands
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
0
|
||||||||||||
|
8.
|
Shared
Voting Power
|
543,659
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
0
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
543,659
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
543,659*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
x
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
0.7%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
CO
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
15
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
The
Raptor Global Portfolio Ltd.
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
OO
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Cayman
Islands
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
0
|
||||||||||||
|
8.
|
Shared
Voting Power
|
2,617,307
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
0
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
2,617,307
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,617,307*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
x
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
3.6%
based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
CO
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
16
|
CUSIP
NO. 874054
10 9
|
|||||||||||||||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||||||||||||
|
The
Altar Rock Fund L.P.
|
|||||||||||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||||||||||||
|
(a)
|
x
|
||||||||||||||
|
(b)
|
o
|
||||||||||||||
|
3.
|
SEC
Use only
|
||||||||||||||
|
4.
|
Source
of funds (See Instructions)
|
OO
|
|||||||||||||
|
5.
|
Check
if disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
|
|||||||||||||
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|||||||||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7.
|
Sole
Voting Power
|
0
|
||||||||||||
|
8.
|
Shared
Voting Power
|
22,267
(See Item 5(b))
|
|||||||||||||
|
9.
|
Sole
Dispositive Power
|
0
|
|||||||||||||
|
10.
|
Shared
Dispositive Power
|
22,267
|
|||||||||||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
22,267*
|
|||||||||||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
x
|
|||||||||||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
Less
than 0.1% based on 72,926,850 shares outstanding as of March 5,
2007
|
|||||||||||||
|
14.
|
Type
of Reporting Person (See Instructions)
|
PN
|
|||||||||||||
*
The
Group is deemed to beneficially own an aggregate of 33,625,147 shares of common
stock, or 46.1% of the class, based on 72,926,850 shares outstanding as of
March
5, 2007. See Item 5.
17
EXPLANATORY
NOTE
This
Amendment No. 2 to Schedule 13D supplementally amends the initial statement
on
Schedule 13D filed by the Reporting Persons on March 7, 2007 (the “Initial
Statement”) and Amendment No. 1 to Schedule 13D filed by the Reporting Persons
on March 16, 2007 (“Amendment No. 1”). This Amendment No. 2 to Schedule 13D is
being filed by the Reporting Persons to report the developments described in
Item 4 and the changes in the other items as described herein. Capitalized
terms
used but not defined herein shall have the meanings ascribed to them in the
Initial Statement or Amendment No. 1. The Schedule 13D is amended as
follows:
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
The
information under the heading “OFI” is amended and restated as
follows:
OFI
OFI
owns
no Shares directly. All shares beneficially owned by OFI were acquired by
its
advisory clients, including investment companies and separately managed account
clients, using, in the aggregate, approximately $350,571,245 (excluding
commissions) of their own working capital or other resources.
|
Item
4.
|
Purpose
of Transaction
|
The
following information is added to Item 4:
The
members of the Group and ZelnickMedia entered into an amendment of the Agreement
as of March 23, 2007 (the “Agreement Amendment”). The description of the
Agreement Amendment in this Amendment No. 2 to Schedule 13D and any amendment
thereto is qualified in its entirety by reference to the full text of the
Agreement Amendment, a copy of which is filed with this Amendment No. 2 to
Schedule 13D as Exhibit
99.2.1.
Pursuant
to the Agreement Amendment:
|
·
|
the
reference to the Annual Meeting in the Agreement is changed such
that it
refers to “that certain meeting of the stockholders of Take-Two currently
contemplated to be held on March 29, 2007, and any adjournments or
postponements thereof”;
|
|
·
|
each
Group member agreed to execute and deliver, on behalf of itself and
its
affiliates, as promptly as practicable after the Annual Meeting,
two
written consents of stockholders, for the purpose of acting without
a
meeting, without prior notice and without a vote, in accordance with
the
certificate of incorporation and by-laws of the Issuer, on the terms
and
subject to the conditions described in Amendment No. 1, and substantially
in the form attached to this Amendment No. 2 to Schedule 13D;
and
|
|
·
|
in
section 9 of the Agreement, describing the conditions for termination
of
the Agreement, the date “March 28, 2007” is deleted and replaced with the
date “April 2, 2007”.
|
The
members of the Group and ZelnickMedia entered into the Agreement Amendment
because the Issuer announced on March 19, 2007 that it had postponed the Annual
Meeting from March 23, 2007 to March 29, 2007. The Issuer had previously
announced that it had received a Nasdaq Staff Determination letter indicating
that the Issuer is not in compliance with the requirements for continued listing
as set forth in Nasdaq Marketplace Rules 4350(e) and 4350(g), due to the
Issuer’s failure to timely solicit proxies and hold its annual stockholders
meeting. The Issuer had also previously announced that it had received a written
notification that the Nasdaq Listing Qualifications Panel had granted the
Issuer’s prior request for continued listing on The Nasdaq Stock Market, subject
to the condition that, among other things, it hold a combined 2005 and 2006
annual meeting of stockholders on or before March 27, 2007.
The
members of the Group reserve the right to take other action with respect to
the
Issuer’s postponement of the Annual Meeting, including but not limited to filing
a complaint in the Court of Chancery of the State of Delaware seeking an
order to compel the Issuer to hold an annual meeting of stockholders pursuant
to
Section 211 of the General Corporation Law of the State of Delaware. Section
211
allows for such orders upon the application of any stockholder or director
if,
among other things, a corporation fails to hold an annual meeting of
stockholders for a period of 13 months after its last annual meeting. The
Issuer’s last annual meeting of stockholders was held on June 16,
2005.
The
current form of each written consent referred to above are filed with this
Amendment No. 2 to Schedule 13D as Exhibit
99.11
and
Exhibit
99.12.
The
actions sought to be undertaken by the written consents require the approval
of
the holders of more than 50% of the outstanding Shares on the effective date
of
each written consent. The Group has not obtained the written consent of any
stockholder. NEITHER WRITTEN CONSENT IS A SOLICITATION AND NO OTHER STOCKHOLDER
OF THE ISSUER OTHER THAN THE REPORTING PERSONS OR PERSONS PREVIOUSLY CONTACTED
BY ZELNICKMEDIA IS PERMITTED TO JOIN THE WRITTEN CONSENTS.
18
The
current form of the amended and restated by-laws of the Issuer, with respect
to
which the Group will vote at the Annual Meeting in favor of a resolution
recommending to the Board the approval and adoption thereof, is filed with
this
Amendment No. 2 to Schedule 13D as Exhibit
99.3.
|
Item
5.
|
Interest
in Securities of the
Issuer
|
|
(a)
|
The
table in Item 5(a) in Amendment No. 1 is amended to update the
“Aggregate
Number of Shares Owned” by OppenheimerFunds, Inc. as set forth
below:
|
|
Name
of Reporting Person
|
Aggregate
Number of Shares Owned
|
Percentage
of Class Beneficially Owned (1)(2)
|
Notes
|
|||
|
OppenheimerFunds,
Inc. (2)
|
17,874,125
|
24.5%
|
Includes
ownership reported for Oppenheimer Quest Opportunity Value Fund
on
Schedule 13D filed on March 12,
2007.
|
|
(b)
|
The
table in Item 5(b) in Amendment No. 1 is amended to update the
number of
shares for OppenheimerFunds, Inc. as set forth
below:
|
|
Name
of Reporting Person
|
Sole
power to vote or to direct the vote
|
Shared
power to vote or to direct the vote
|
Sole
power to dispose or to direct the disposition of
|
Shared
power to dispose or to direct the disposition of
|
||||
|
OppenheimerFunds,
Inc.
|
None
|
17,723,165
|
None
|
17,874,125
|
The
two
paragraphs immediately following the table in Item 5(b) in Amendment No. 1
are
amended and restated as follows:
Pursuant
to Rule 13d-4 of the Exchange Act, to the extent permitted by law, each of
the
Reporting Persons expressly declares that the filing of this Schedule 13D (and
any amendment thereto) shall not be construed as an admission that any such
person is, for purposes of Section 13(d) and/or Section 13(g) of the Exchange
Act or otherwise, (i) the beneficial owner of any Shares held by any other
person, or (ii) the beneficial owner of any Shares held or beneficially owned
by
any member of the Group other than such Reporting Person.
The
filing of this Schedule 13D (and any amendment thereto) by each of the Reporting
Persons shall not, to the extent permitted by law, be considered an admission
that such Reporting Person, for the purposes of Section 13(d) of the Exchange
Act, is the beneficial owner of any Shares in which such Reporting Person does
not have a pecuniary interest.
19
The
second paragraph under the heading “OFI” in Item 5(b) in Amendment No. 1 is
amended and restated as follows:
OFI
owns
no Shares directly. Pursuant to investment management agreements, OFI shares
the
investment and, in certain case, voting power with respect to securities
held by
its advisory clients, including investment companies and separately managed
account clients. By reason of the provisions of Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, OFI may be deemed to beneficially own
17,874,125 Shares (constituting approximately 24.5% of the Shares
outstanding).
(c)
The
information in Item 5(c) in Amendment No. 1 under the heading “OFI” is amended
and restated as follows:
OFI
Information
concerning transactions in the Shares effected by OFI on behalf of its advisory
clients during the past sixty days not set forth on Exhibit
99.7
to the
Initial Statement or Exhibit
99.7.1
to
Amendment No. 1 is set forth on Exhibit
99.7.2
and is
incorporated by reference.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
The
first
paragraph under the heading “D. E. Shaw Reporting Persons” in Item 6 in
Amendment No. 1 is amended and restated as follows:
D. E. Shaw
Reporting Persons:
Valence
has sold listed put and call option contracts, and purchased listed put option
contracts, based upon the value of the Shares. In addition to the Shares
that it
beneficially owns without reference to these contracts, due to the options
expiry on March 16, 2007, Valence now has long economic exposure to 187,900
Shares and short economic exposure to 171,500 Shares through such contracts.
These contracts do not give the D. E. Shaw Reporting Persons direct or
indirect voting, investment or dispositive control over any securities of
the
Issuer. Accordingly, the D. E. Shaw Reporting Persons disclaim any
beneficial ownership in any securities that may be referenced in such contracts.
|
Item
7.
|
Material
to Be Filed as Exhibits
|
The
following are filed as exhibits to this Amendment No. 2 to Schedule
13D:
| Exhibit 99.2.1 |
Amendment
dated as of March 23, 2007 to the Agreement dated as of March 4,
2007 by
and among OppenheimerFunds, Inc., D. E. Shaw & Co., L.P., S.A.C.
Capital Management, LLC, Tudor Investment Corporation and ZelnickMedia
Corporation
|
| Exhibit 99.3 |
Amended
and Restated By-laws of the Issuer in the form proposed to be adopted
by
the Board of Directors of the Issuer
(revised)
|
| Exhibit 99.5 |
Information
Concerning OFI (revised)
|
| Exhibit 99.7.2 |
Supplemental
Description of Transactions in the Shares that were Effected
During the
Past 60 Days -
OFI
|
| Exhibit 99.11 |
First
Written Consent of Stockholders in the form proposed to be adopted
after
the Annual Meeting (revised)
|
| Exhibit 99.12 |
Second
Written Consent of Stockholders in the form proposed to be adopted
after
the Annual Meeting (revised)
|
20
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
that information set forth in this statement is true, complete and
correct.
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power or attorney for this purpose which is already
on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
| Date: March 26, 2007 | OPPENHEIMERFUNDS, INC. | |
| |
|
|
| By: | /s/ CHRISTOPHER LEAVY | |
|
Name:
Christopher Leavy
Title:
Senior Vice President
|
||
| Date: March 26, 2007 | D. E. SHAW VALENCE PORTFOLIOS, L.L.C. | |
| By: D. E. Shaw & Co., L.P., as managing member | ||
| |
|
|
| By: | /s/ ERIC WEPSIC | |
|
Name:
Eric Wepsic
Title:
Managing Director
|
||
| Date: March 26, 2007 | D. E. SHAW & CO., L.P. | |
| |
|
|
| By: | /s/ ERIC WEPSIC | |
|
Name:
Eric Wepsic
Title:
Managing
Director
|
||
| Date: March 26, 2007 | DAVID E. SHAW | |
| |
|
|
| By: | /s/ ERIC WEPSIC | |
|
Name:
Eric Wepsic, Attorney-in-fact for David E.
Shaw
|
||
| Date: March 26, 2007 | S.A.C. CAPITAL ADVISORS, LLC | |
| |
|
|
| By: | /s/ PETER NUSSBAUM | |
|
Name:
Peter Nussbaum
Title:
Authorized
Signatory
|
||
| Date: March 26, 2007 | S.A.C. CAPITAL MANAGEMENT, LLC | |
| |
|
|
| By: | /s/ PETER NUSSBAUM | |
|
Name:
Peter Nussbaum
Title:
Authorized
Signatory
|
||
| Date: March 26, 2007 | SIGMA CAPITAL MANAGEMENT, LLC | |
| |
|
|
| By: | /s/ PETER NUSSBAUM | |
|
Name:
Peter Nussbaum
Title:
Authorized
Signatory
|
||
| Date: March 26, 2007 | CR INTRINSIC INVESTORS, LLC | |
| |
|
|
| By: | /s/ PETER NUSSBAUM | |
|
Name:
Peter Nussbaum
Title:
Authorized
Signatory
|
||
| Date: March 26, 2007 | STEVEN A. COHEN | |
| |
|
|
| By: | /s/ PETER NUSSBAUM | |
|
Name:
Peter Nussbaum, Authorized
Signatory
|
||
| Date: March 26, 2007 | TUDOR INVESTMENT CORPORATION | |
| |
|
|
| By: | /s/ ANDREW S. PAUL | |
|
Name:
Andrew S. Paul
Title:
Managing Director and General
Counsel
|
||
| Date: March 26, 2007 | /s/ PAUL TUDOR JONES, II | |
|
PAUL
TUDOR JONES,
II
|
||
| Date: March 26, 2007 | /s/ JAMES J. PALLOTTA | |
|
JAMES
J.
PALLOTTA
|
||
| Date: March 26, 2007 | TUDOR PROPRIETARY TRADING, L.L.C. | |
| |
|
|
| By: | /s/ ANDREW S. PAUL | |
|
Name:
Andrew S. Paul
Title:
Managing Director and General
Counsel
|
||
| Date: March 26, 2007 | THE TUDOR BVI GLOBAL PORTFOLIO LTD. | |
| By: Tudor Investment Corporation, its trading advisor | ||
| |
|
|
| By: | /s/ ANDREW S. PAUL | |
|
Name:
Andrew S. Paul
Title:
Managing Director
and General
Counsel
|
||
| Date: March 26, 2007 | THE RAPTOR GLOBAL PORTFOLIO LTD. | |
| By: Tudor Investment Corporation, its investment adviser | ||
| |
|
|
| By: | /s/ ANDREW S. PAUL | |
|
Name:
Andrew S. Paul
Title:
Managing Director and General
Counsel
|
||
| Date: March 26, 2007 | THE ALTAR ROCK FUND L.P. | |
| By: Tudor Investment Corporation, its general partner | ||
| |
|
|
| By: | /s/ ANDREW S. PAUL | |
|
Name:
Andrew S. Paul
Title:
Managing Director
and General
Counsel
|
||
EXHIBIT
99.2.1
ZelnickMedia
Corporation
650
5th Avenue
New
York, New York 10019
Ladies
and Gentlemen:
In
connection with the agreement dated as of March 4, 2007 (the “Agreement”) by and
among ZelnickMedia Corporation (“ZelnickMedia”) and each of the undersigned
(each an “Interested Party” and collectively, the “Interested Parties”), with
respect to proposed changes in the board of directors of Take-Two Interactive
Software, Inc. (“Take-Two”) and the engagement of ZelnickMedia to provide
financial and management consulting services to Take-Two, each of the Interested
Parties severally agrees as of March 23, 2007 with ZelnickMedia to the amendment
of the Agreement (this “Amendment”) as follows:
1. Definitions.
Capitalized terms used herein and not defined upon first usage shall have the
meanings assigned such terms in the Agreement.
2. Amendment.
(a) In
the
paragraph immediately following Section 1(b) of the Agreement, the definition
of
“Meeting” shall be amended to read “that certain meeting of the stockholders of
Take-Two currently contemplated to be held on March 29, 2007, and any
adjournments or postponements thereof.”
(b) A
new
paragraph (d) is appended to the end of Section 2 of the Agreement as
follows:
“(d) execute
and deliver, on behalf of itself and its Affiliated Current Shareholders, as
promptly as practicable after the Meeting, two written consents of stockholders,
for the purpose of acting without a meeting, without prior notice and without
a
vote, in accordance with the certificate of incorporation and by-laws of
Take-Two, on the terms and subject to the conditions described in, and
substantially in the form attached to, the Group Schedule 13D as on file at
the
time of the Meeting.”
(c) The
word
“and” is deleted from the end of paragraph (b) of Section 2 of the
Agreement.
(d) The
word
“; and” is added to the end of paragraph (c) of Section 2 of the
Agreement.
(e) In
clause
(x) of the first sentence of Section 9 of the Agreement, the date “March 28,
2007” shall be deleted and the date “April 2, 2007” shall be
inserted.
3. Effect
on Remainder of Agreement.
Except
to
the extent modified in this Amendment, all of the terms and conditions of the
Agreement remain in full force and effect.
4. Counterparts.
This
Amendment may be executed and delivered by each party hereto in separate
counterparts, each of which when so executed and delivered shall be deemed
an
original and both of which taken together shall constitute one and the same
agreement.
*
* * *
*
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered on the date and year first above written.
| ZELNICKMEDIA CORPORATION | ||||
| By: | /s/ BEN FEDER | |||
|
Name:
Ben Feder
Title:
Vice President
|
||||
INTERESTED
PARTY
| OPPENHEIMERFUNDS, INC.* | ||||
| By: | /s/ CHRISTOPHER LEAVY | |||
|
Name:
Christopher Leavy
Title:
Senior Vice President
|
||||
*In
addition to shares of Common Stock reported by OppenheimerFunds, Inc. in the
Agreement as on loan or otherwise unavailable to vote, as of February 26, 2007,
OppenheimerFunds, Inc. advisory clients with whom OppenheimerFunds, Inc. shared
the power to vote or direct the vote had 3,117,020 shares on loan.
INTERESTED
PARTY
|
D. E. SHAW VALENCE PORTFOLIOS,
L.L.C.
By:
D. E. Shaw & Co., L.P., as managing
member
|
||||
| By: | /s/ ERIC WEPSIC | |||
|
Name:
Eric Wepsic
Title:
Managing Director
|
||||
INTERESTED
PARTY
|
S.A.C.
CAPITAL ADVISORS, LLC
|
||||
| By: | /s/ PETER NUSSBAUM | |||
|
Name:
Peter Nussbaum
Title:
Authorized Signatory
|
||||
INTERESTED
PARTY
|
TUDOR
INVESTMENT CORPORATION
|
||||
| By: | /s/ ANDREW S. PAUL | |||
|
Name:
Andrew S. Paul
Title:
Managing Director and General Counsel
|
||||
EXHIBIT
99.3
[Amended
and Restated By-laws of the Issuer in the form proposed to be adopted by the
Board of Directors of the Issuer]
TAKE-TWO
INTERACTIVE SOFTWARE, INC.
*
* * *
*
AMENDED
AND RESTATED BY-LAWS
*
* * *
*
ARTICLE
I.
OFFICES
Section
1. The
registered office shall be in the City of Wilmington, County of New Castle,
State of Delaware.
Section
2. The
corporation may also have offices at such other places both within and without
the State of Delaware as the board of directors may from time to time determine
or the business of the corporation may require.
ARTICLE
II.
MEETINGS
OF STOCKHOLDERS
Section
1. All
meetings of the stockholders for the election of directors shall be held in
the
City of Wilmington, State of Delaware, at such place as may be fixed from time
to time by the board of directors, or at such other place either within or
without the State of Delaware as shall be designated from time to time by the
board of directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within
or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section
2. Annual
meetings of stockholders, commencing with the year 1994, shall be held on the
Thursday following the second Tuesday in April if not a legal holiday, and
if a
legal holiday, then on the next secular day following, at 4:00 P.M., or at
such
other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which they shall elect
by
a plurality vote a board of directors, and transact such other business as
may
properly be brought before the meeting.
Section
3. Written
notice of the annual meeting stating the place, date and hour of the meeting
shall be given to each stockholder entitled to vote at such meeting not less
than ten nor more than sixty days before the date of the meeting.
Section
4. The
officer who has charge of the stock ledger of the corporation shall prepare
and
make, at least ten days before every meeting of stockholders, a complete list
of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at
the
place where the meeting is to be held. The list shall also be produced and
kept
at the time and place of the meeting during the whole time thereof, and may
be
inspected by any stockholder who is present.
Section
5. Special
meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the certificate of incorporation, may be called
by
the non-executive chairman or president and shall be called by the non-executive
chairman, president or secretary at the request in writing of a majority of
the
board of directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section
6. Written
notice of a special meeting stating the place, date and hour of the meeting
and
the purpose or purposes for which the meeting is called, shall be given not
less
than ten nor more than sixty days before the date of the meeting, to each
stockholder entitled to vote at such meeting.
Section
7. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
2
Section
8. The
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
at
all meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the certificate of incorporation. If,
however, such quorum shall not be present or represented at any meeting of
the
stockholders, the stockholders entitled to vote thereat, present in person
or
represented by proxy, shall have power to adjourn the meeting from time to
time,
without notice other than announcement at the meeting, until a quorum shall
be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for
more
than thirty days, or if after the adjournment a new record date is fixed for
the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section
9. When
a
quorum is present at any meeting, the vote of the holders of a majority of
the
stock having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon which
by express provision of the statutes or of the certificate of incorporation,
a
different vote is required in which case such express provision shall govern
and
control the decision of such question.
Section
10. Unless
otherwise provided in the certificate of incorporation each stockholder shall
at
every meeting of the stockholders be entitled to one vote in person or by proxy
for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.
Section
11. Unless
otherwise provided in the certificate of incorporation, any action required
to
be taken at any annual or special meeting of stockholders of the corporation,
or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without
a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at
a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have
not
consented in writing.
3
ARTICLE
III.
DIRECTORS
Section
1. The
number of directors which shall constitute the whole board shall be not less
than one nor more than eight. Within such specified limits, the number of
directors shall be determined by resolution of the board of directors or by
the
stockholders at the annual meeting or by written consent. The directors shall
be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article III, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be
stockholders.
Section
2. Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and the directors
so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced. If
there
are no directors in office, then an election of directors may be held in the
manner provided by statute. If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than
a
majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares
at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.
Section
3. The
business of the corporation shall be managed by or under the direction of its
board of directors which may exercise all such powers of the corporation and
do
all such lawful acts and things as are not by statute or by the certificate
of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
MEETINGS
OF THE BOARD OF DIRECTORS
Section
4. The
board
of directors of the corporation may hold meetings, both regular and special,
either within or without the State of Delaware.
4
Section
5. The
first
meeting of each newly elected board of directors shall be held at such time
and
place as shall be fixed by the vote of the stockholders at the annual meeting
or
by written consent and no notice of such meeting shall be necessary to the
newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected board of directors,
or
in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of
the
board of directors, or as shall be specified in a written waiver signed by
all
of the directors.
Section
6. Regular
meetings of the board of directors may be held without notice at such time
and
at such place as shall from time to time be determined by the
board.
Section
7. Special
meetings of the board may be called by the non-executive chairman or president
on reasonable notice to each director, either personally or by mail or by
facsimile or by electronic transmission; special meetings shall be called by
the
non-executive chairman, president or secretary in like manner and on like notice
on the written request of only one director.
Section
8. At
all
meetings of the board a majority of the directors shall constitute a quorum
for
the transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by
the
certificate of incorporation or these by-laws. If a quorum shall not be present
at any meeting of the board of directors the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at
the meeting, until a quorum shall be present.
Section
9. Unless
otherwise restricted by the certificate of incorporation or these by-laws, any
action required or permitted to be taken at any meeting of the board of
directors or of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the board or committee.
5
Section
10. Unless
otherwise restricted by the certificate of incorporation or these by-laws,
members of the board of directors, or any committee designated by the board
of
directors, may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at
the
meeting.
Section
11. Notwithstanding
anything to the contrary contained in these by-laws, no action of any kind
may
be taken by the board of directors or any committee thereof at any meeting
or by
written consent or otherwise except by unanimous vote or written consent of
the
whole board, which shall include Strauss Zelnick, until such time as each of
Strauss Zelnick, Benjamin Feder, Michael Dornemann, Michael James Sheresky,
Jon
J. Moses and John F. Levy are elected and take office as directors and together
with Grover C. Brown comprise the whole board.
COMMITTEES
OF DIRECTORS
Section
12. The
board
of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, each committee to consist of one or more
of
the directors of the corporation. The board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
Any
such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation,
and
may authorize the seal of the corporation to be affixed to all papers which
may
require it; but no such committee shall have the power or authority in reference
to amending the certificate of incorporation, (except that a committee may,
to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) fix any of the preferences or rights of such shares relating
to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other
class
or classes of stock of the corporation) adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange
of
all or substantially all of the corporation’s property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, unless the
resolution or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of
directors.
6
Section
13. Each
committee shall keep regular minutes of its meetings and report the same to
the
board of directors when required.
COMPENSATION
OF DIRECTORS
Section
14. Unless
otherwise restricted by the certificate of incorporation or these by-laws,
the
board of directors shall have the authority to fix the compensation of
directors. The directors may be paid their expenses, if any, of attendance
at
each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL
OF DIRECTORS
Section
15. Unless
otherwise restricted by the certificate of incorporation or by law, any director
or the entire board of directors may be removed, with or without cause, by
the
holders of a majority of shares entitled to vote at an election of
directors.
ARTICLE
IV.
NOTICES
Section
1. Whenever,
under the provisions of the statutes or of the certificate of incorporation
or
of these by-laws, notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be given
in writing, by mail, addressed to such director or stockholder, at his address
as it appears on the records of the corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall
be
deposited in the United States mail. Notice to directors may also be given
by
telegram or by any other manner permissible under the Delaware General
Corporation Law.
7
Section
2. Whenever
any notice is required to be given under the provisions of the statutes or
of
the certificate of incorporation or of these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE
V.
OFFICERS
Section
1. The
officers of the corporation shall be a president, a vice-president, a secretary
and a treasurer. The secretary and treasurer shall be chosen by the board of
directors. The president shall be appointed and may be removed at any time,
with
or without cause, by the non-executive chairman. The holders of a majority
of
the outstanding shares of the corporation or the board of directors may elect
a
non-executive chairman, who need not be a director and, unless otherwise
determined by the board of directors, shall not be an officer of the corporation
and who shall preside at all meetings of the stockholders and the board of
directors. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.
Section
2. The
board
of directors at its first meeting after each annual meeting of stockholders
shall choose one or more vice-presidents, a secretary and a
treasurer.
Section
3. The
board
of directors may appoint such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by
the
board.
Section
4. The
salaries of all officers and agents of the corporation shall be fixed by the
board of directors.
Section
5. The
officers of the corporation shall hold office until their successors are chosen
and qualify. Any officer elected or appointed by the board of directors may
be
removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.
8
THE
PRESIDENT
Section
6. The
president shall be the chief executive officer of the corporation, shall have
general and active management of the business of the corporation and shall
see
that all orders and resolutions of the board of directors are carried into
effect.
Section
7. He
shall
execute bonds, mortgages and other contracts requiring a seal, under the seal
of
the corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall
be
expressly delegated by the board of directors to some other officer or agent
of
the corporation.
THE
VICE-PRESIDENTS
Section
8. In
the
absence of the president or in the event of his inability or refusal to act,
the
vice-president (or in the event there be more than one vice-president, the
vice-presidents in the order designated by the directors, or in the absence
of
any designation, then in the order of their election) shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The vice-presidents shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
THE
SECRETARY AND ASSISTANT SECRETARY
Section
9. The
secretary shall attend all meetings of the board of directors and all meetings
of the stockholders and record all the proceedings of the meetings of the
corporation and of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the stockholders
and
special meetings of the board of directors, and shall perform such other duties
as may be prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate seal of the
corporation and he, or an assistant secretary, shall have authority to affix
the
same to any instrument requiring it and when so affixed, it may be attested
by
his signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal
of
the corporation and to attest the affixing by his signature.
9
Section
10. The
assistant secretary, or if there be more than one, the assistant secretaries
in
the order determined by the board of directors (or if there be no such
determination, then in the order of their election) shall, in the absence of
the
secretary or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the secretary and shall perform such other duties
and
have such other powers as the board of directors may from time to time
prescribe.
THE
TREASURER AND ASSISTANT TREASURERS
Section
11. The
treasurer shall have the custody of the corporate funds and securities and
shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the corporation and shall deposit all moneys and other valuable effects
in
the name and to the credit of the corporation in such depositories as may be
designated by the board of directors.
Section
12. He
shall
disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render
to
the president and the board of directors, at its regular meetings, or when
the
board of directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.
Section
13. If
required by the board of directors, he shall give the corporation a bond (which
shall be renewed every six years) in such sum and with such surety or sureties
as shall be satisfactory to the board of directors for the faithful performance
of the duties of his office and for the restoration to the corporation, in
case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or
under his control belonging to the corporation.
Section
14. The
assistant treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the board of directors (or if there be
no
such determination, then in the order of their election) shall, in the absence
of the treasurer or in the event of his inability or refusal to act, perform
the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.
10
ARTICLE
VI.
CERTIFICATES
FOR SHARES
Section
1. The
shares of the corporation shall be represented by a certificate or shall be
uncertificated. Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of directors, or
the
president or a vice-president, and by the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the corporation.
Within
a
reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 156, 202(a) or 218 (a) or a statement that the
corporation will furnish without charge to each stockholder who so requests
the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
Section
2. Any
of or
all the signatures on a certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent
or
registrar at the date of issue.
LOST
CERTIFICATES
Section
3. The
board
of directors may direct a new certificate or certificates or uncertificated
shares to be issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a
new
certificate or certificates or uncertificated shares, the board of directors
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or certificates,
or his legal representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it may direct
as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or
destroyed.
11
TRANSFER
OF STOCK
Section
4. Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books. Upon receipt
of
proper transfer instructions from the registered owner of uncertificated shares
such uncertificated shares shall be cancelled and issuance of new equivalent
uncertificated shares or certificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books of the
corporation.
FIXING
RECORD DATE
Section
5. In
order
that the corporation may determine the stockholders entitled to notice of or
to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the board of directors
may fix, in advance, a record date, which shall not be more than sixty nor
less
than ten days before the date of such meeting, nor more than sixty days prior
to
any other action. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of
the
meeting: provided, however, that the board of directors may fix a new record
date for the adjourned meeting.
REGISTERED
STOCKHOLDERS
Section
6. The
corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends and to
vote
as such owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.
12
ARTICLE
VII.
GENERAL
PROVISIONS DIVIDENDS
Section
1. Dividends
upon the capital stock of the corporation, subject to the provisions of the
certificate of incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock, subject to the provisions
of the certificate of incorporation.
Section
2. Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from
time
to time, in their absolute discretion, think proper as a reserve or reserves
to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the directors
shall think conducive to the interest of the corporation, and the directors
may
modify or abolish any such reserve in the manner in which it was
created.
ANNUAL
STATEMENT
Section
3. The
board
of directors shall present at each annual meeting, and at any special meeting
of
the stockholders when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section
4. All
checks or demands for money and notes of the corporation shall be signed by
such
officer or officers or such other person or persons as the board of directors
may from time to time designate.
FISCAL
YEAR
Section
5. The
fiscal year of the corporation shall be fixed by resolution of the board of
directors.
SEAL
Section
6. The
corporate seal shall have inscribed thereon the name of the corporation, the
year of its organization and the words “Corporate Seal, Delaware”. The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
13
INDEMNIFICATION
Section
7. The
corporation shall indemnify its officers and directors and any employees and
agents to the extent permitted by the General Corporation Law of
Delaware.
ARTICLE
VIII.
AMENDMENTS
Section
1. These
by-laws may be altered, amended or repealed or new by-laws may be adopted by
the
stockholders or by the board of directors, when such power is conferred upon
the
board of directors by the certificate of incorporation at any regular meeting
of
the stockholders or of the board of directors or at any special meeting of
the
stockholders or of the board of directors if notice of such alteration,
amendment, repeal or adoption of new by-laws be contained in the notice of
such
special meeting. If the power to adopt, amend or repeal by-laws is conferred
upon the board of directors by the certificate of incorporation it shall not
divest or limit the power of the stockholders to adopt, amend or repeal
by-laws.
14
EXHIBIT
99.5
Information
Concerning OFI
OFI
|
Name
|
OppenheimerFunds,
Inc.*
|
|
State
of Organization
|
Colorado
|
|
Principal
Business
|
Investment
Management
|
|
Principal
Office Address
|
Two
World Financial Center, 225 Liberty Street, 11th
Floor, New York, NY 10281
|
*OFI
beneficially owns 17,874,125 Shares.
OAC
|
Name
|
Oppenheimer
Acquisition Corporation
|
|
State
of Organization
|
New
York
|
|
Principal
Business
|
Holding
Company
|
|
Principal
Office Address
|
Two
World Financial Center, 225 Liberty Street, 11th
Floor, New York, NY 10281
|
MassMutual
Holding LLC
|
Name
|
MassMutual
Holdings LLC
|
|
State
of Organization
|
Delaware
|
|
Principal
Business
|
Holding
Company
|
|
Principal
Office Address
|
1295
State Street, Springfield, Massachusetts
01111
|
Massachusetts
Mutual Life Insurance Company*
|
Name
|
Massachusetts
Mutual Life Insurance Company
|
|
State
of Organization
|
Massachusetts
|
|
Principal
Business
|
Insurance
|
|
Principal
Office Address
|
1295
State Street, Springfield, Massachusetts
01111
|
*MMLIC
beneficially owns 1,896,300 Shares (including 1,887,500 Shares beneficially
owned by OFI)
OFI
-
Executive Officers and Directors
|
Name
|
Citizenship
|
Business
Address
|
Principal
Occupation
|
Name,
Business and Address of Employer
|
|
John
V. Murphy
|
US
|
Two
World Financial Center, 225 Liberty Street, 11th
Floor, New York, NY 10281
|
Chairman,
CEO and President
|
OppenheimerFunds,
Inc., Two World Financial Center, 225 Liberty Street, 11th
Floor, New York, NY 10281 (Investment Management)
|
|
Richard
Knott
|
US
|
“
|
President
of OFDI
|
“
|
|
Kurt
J. Wolfgruber
|
US
|
“
|
CIO
|
“
|
|
David
Pfeffer
|
US
|
“
|
CFO
|
“
|
|
Robert
G. Zack
|
US
|
“
|
EVP
and General Counsel
|
“
|
|
Donna
Winn*
|
US
|
“
|
President
of OFIPI
|
“
|
|
Michael
Baldwin
|
US
|
6803
South Tucson Way, Centennial, CO 80112
|
President
of OFS
|
“
|
|
Chuck
McKenzie
|
US
|
470
Atlantic Avenue, 11th Floor
Boston,
MA 02210
|
CEO
and CIO of OFII
|
“
|
*
Ms.
Winn beneficially owns 1,254 Shares.
Massachusetts
Mutual Life Insurance Co. - Executive Officers and Directors
|
Name
|
Citizenship
|
Business
Address
|
Principal
Occupation
|
Name,
Business and Address of Employer
|
|
OFFICERS
|
||||
|
V.
Vanessa Williams
|
US
|
1295
State St, Springfield, MA 01111
|
VP,
Retirement Services
|
Massachusetts
Mutual Life Insurance Co., 1295 State St., Springfield, MA 0111 (Financial
Services)
|
|
Mark
Roelling
|
US
|
“
|
EVP
and General Counsel
|
“
|
|
Stephen
L. Kuhn
|
US
|
“
|
Senior
Vice President and Corporate Secretary
|
“
|
|
E.
Thomas Johnson Jr.
|
US
|
“
|
SVP,
Retirement Income Group
|
“
|
|
William
B. Fisher
|
US
|
“
|
VP,
Associates General Counsel
|
“
|
|
Elaine
Sarsynski
|
US
|
“
|
EVP
and Chief Administrative Officer
|
“
|
|
Isadore
Jermyn
|
US
|
“
|
SVP
and Actuary
|
“
|
|
M.
Dale Janes
|
US
|
“
|
SVP,
Retirement Services
|
“
|
|
David
Carlson
|
US
|
“
|
VP,
Actuary
|
“
|
|
Ronald
Copes
|
US
|
“
|
VP,
Chief Administrative Office
|
“
|
|
John
Spencer Williams
|
US
|
“
|
SVP,
IIG
|
“
|
|
Gregory
E. Deavens
|
US
|
MassMutual,
100 Bright Meadow Blvd., Enfield, CT 06082
|
SVP
and CFO
|
“
|
|
Burvin
E. Pugh
|
US
|
1295
State St, Springfield, MA 01111
|
SVP,
Sales and Distribution
|
“
|
|
William
F. Glavin, Jr.
|
US
|
“
|
EVP,
IIG
|
“
|
|
Jerome
S. Golden
|
US
|
340
Madison Avenue, New York, NY 10017
|
President,
Income Management Strategy
|
“
|
|
Melissa
Millan
|
US
|
1295
State St, Springfield, MA 01111
|
SVP,
Product Management
|
“
|
|
James
S. Collins
|
US
|
“
|
VP
and Actuary
|
“
|
|
Pamela
Delaney
|
US
|
“
|
VP,
Sales
|
“
|
|
Douglas
J. Jangraw
|
US
|
“
|
VP
and Actuary
|
“
|
|
Ricky
Swaye
|
US
|
“
|
VP,
Corporate Services
|
“
|
|
William
F. O’Grady, Jr.
|
US
|
“
|
SVP,
Distribution
|
“
|
|
John
Skar
|
US
|
“
|
SVP,
Chief Actuary
|
“
|
|
Mary
Trish Robinson
|
US
|
“
|
SVP,
Strategic Communications
|
“
|
|
Rich
Bourgeois
|
US
|
“
|
SVP,
CFO
|
“
|
|
Peter
J. Bautz
|
US
|
“
|
VP,
Tax
|
“
|
|
John
Miller Jr.
|
US
|
“
|
SVP
and CFO, MassMutual Intl
|
“
|
|
Frederick
C. Castellani
|
US
|
“
|
EVP,
Retirement Services
|
“
|
|
Donald
B. Robitaille
|
US
|
“
|
SVP,
Gen Auditor
|
“
|
|
Michael
Rollings
|
US
|
“
|
EVP
and CFO
|
“
|
|
Norman
Smith
|
US
|
“
|
VP
and Corporate Controller
|
“
|
|
Robert
Haran
|
US
|
MassMutual,
100 Bright Meadow Blvd., Enfield, CT 06082
|
VP
and Chief Underwriter
|
“
|
|
Larry
N. Port
|
US
|
1295
State St, Springfield, MA 01111
|
SVP,
Corporate Development
|
“
|
|
Rodney
J. Dillman
|
US
|
1500
Main St., 28th
Fl., Springfield, MA 01115
|
VP
and Assoc General Counsel
|
“
|
|
Kennedy
W. Lane
|
US
|
1295
State St, Springfield, MA 01111
|
VP
and CFO, IIG
|
“
|
|
Edward
M. Kline
|
US
|
“
|
VP
and Treasurer
|
“
|
|
Debra
A. Palermino
|
US
|
“
|
VP,
Financial Group
|
“
|
|
Anne
Kandilis
|
US
|
“
|
VP,
Gov’t Relations
|
“
|
|
Michael
Fanning
|
US
|
“
|
SVP,
Chief Operating Officer
|
“
|
|
Kenneth
S. Cohen
|
US
|
“
|
SVP,
Deputy General Counsel
|
“
|
|
Margaret
Sperry
|
US
|
“
|
SVP,
Chief Compliance Officer
|
“
|
|
Michael
L. Kerley
|
US
|
“
|
VP,
Chief Compliance Officer, USIG
|
“
|
|
Roger
W. Crandall
|
US
|
1500
Main St., Suite 2200, Springfield, MA 01115
|
EVP
and Chief Inv Officer
|
“
|
|
Steven
Holstein
|
US
|
100
Bright Meadow Blvd., Enfield, CT 06082
|
SVP,
Marketing
|
“
|
|
Gary
J. Bacchiocchi
|
US
|
1500
Main St., Suite 1400, Springfield, MA 01115
|
VP,
Financial Products Div.
|
“
|
|
Johnathan
Picoult
|
US
|
100
Bright Meadow Blvd., Enfield, CT 06082
|
SVP,
Marketing
|
“
|
|
Beverly
A. Holmes
|
US
|
1295
State St, Springfield, MA 01111
|
SVP,
Retirement Services
|
“
|
|
Anne
Melissa Dowling
|
US
|
100
Bright Meadow Blvd., Enfield, CT 06082
|
SVP,
USIG
|
“
|
|
John
W. Chandler
|
US
|
1295
State St, Springfield, MA 01111
|
SVP,
USIG
|
“
|
|
Marie
Augsberger
|
US
|
“
|
SVP
and COO, Retirement Services
|
“
|
|
DIRECTORS
|
||||
|
Roger
G. Ackerman
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
Chairman
and CEO (Retired)
|
Corning
Inc.
One
Riverfront Plaza,
Corning,
New York 14831
(Manufacturing)
|
|
James
R. Birle
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
Chairman
|
Resolute
Partners LLC
767
FIFTH AVENUE, 48TH FLOOR
NEW
YORK NY 10153
(Investment
Management)
|
|
Gene
Chao
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
President
(Retired)
|
Computer
Projections, Inc.
8
West 40th Street
7th
Floor
New
York, NY 10018
(Graphics
Services and Equipment)
|
|
James
H. DeGraffenreidt, Jr.
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
Chairman
and Chief Executive Officer
|
Washington
Gas Light Company
101
Constitution Avenue NW
Washington,
DC 20080
(Utility)
|
|
Patricia
Diaz Dennis
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
SVP
and Asst General Counsel
|
AT&T
Services, Inc.
175
East Houston
San
Antonio, TX 78205
(Telecommunications)
|
|
James
L. Dunlap
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
Vice
Chairman (Retired)
|
Ocean
Energy, Inc.
1001
Fannin, Suite 1600
Houston,
TX 77002
(Energy)
|
|
William
B. Ellis
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
Chairman
and CEO (Retired)
|
Northeast
Utilities
ONE
FEDERAL STREET
BUILDING
111-4
SPRINGFIELD
MA 01105
(Utility)
|
|
Robert
A. Essner
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
Chairman
and Chief Executive Officer
|
Wyeth
5
Giralda Farms
Madison,
NJ 07940
(Pharmaceutical)
|
|
Robert
M. Furek
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
President
and CEO (Retired)
|
Heublein,
Inc.
Farmington,
CT
(Agriculture)
|
|
Carol
A. Leary
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
President
|
Bay
Path College
588
Longmeadow Street
Longmeadow,
MA 0116
(Education)
|
|
William
B. Marx, Jr.
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
SEVP
(Retired)
|
Lucent
Technologies, Inc.
600
Mountain Avenue
Murray
Hill, NJ 07947
(Telecommunications)
|
|
John
F. Maypole
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
Managing
Partner
|
Peach
State Real Estate Holdings
P.O.
Box 1223
Toccoa,
GA 30577
(Real
Estate)
|
|
Marc
Racicot
|
US
|
c/o
MassMutual
1295
State St, Springfield, MA 01111
|
President
|
American
Insurance Association
1130
Connecticut Avenue NW
Suite
1000
Washington,
DC 20036
(Insurance)
|
|
Stuart
H. Reese
|
US
|
1295
State St, Springfield, MA 01111
|
President
and CEO
|
MassMutual
1295
State St
Springfield,
MA 01111
(Insurance)
|
|
John
Murphy (see OFI listing)
|
EXHIBIT
99.7.2
Supplemental
Description of Transactions in the Shares that were Effected During the Past
60
Days - OFI
The
identity of the person who effected the transaction, trading dates, number
of
shares of Common Stock sold and the price per share for all transactions in
the
shares of Common Stock within the last 60 days, which were all brokered
transactions, are set forth on Exhibit
99.7
to the
Initial Statement, Exhibit
99.7.1
to
Amendment No. 1 or are set forth below:
|
Trade
Date
|
Shares
|
Price
Per Share
|
|
|
OFI,
on behalf of an advisory client
|
3/14/07
|
92
|
20.36
|
|
“
|
3/14/07
|
81
|
20.96
|
|
“
|
3/15/07
|
178
|
20.56
|
|
“
|
3/15/07
|
38
|
20.54
|
|
“
|
3/16/07
|
93
|
20.55
|
|
“
|
3/19/07
|
90
|
22.34
|
|
“
|
3/19/07
|
105
|
22.31
|
|
“
|
3/19/07
|
365
|
22.28
|
|
“
|
3/20/07
|
1,158
|
22.19
|
|
“
|
3/20/07
|
232
|
22.36
|
|
“
|
3/20/07
|
153
|
21.97
|
|
“
|
3/20/07
|
65
|
22.19
|
|
“
|
3/21/07
|
178
|
23.74
|
|
“
|
3/21/07
|
231
|
23.31
|
|
“
|
3/21/07
|
238
|
23.28
|
|
“
|
3/21/07
|
108
|
23.38
|
|
“
|
3/22/07
|
305
|
23.19
|
|
“
|
3/22/07
|
671
|
23.22
|
EXHIBIT
99.11
First
Written Consent of Stockholders in the form proposed to be adopted after the
Annual Meeting
THIS
WRITTEN CONSENT IS NOT A SOLICITATION AND NO OTHER STOCKHOLDER OF THE
CORPORATION OTHER THAN THE PARTIES EXECUTING THIS WRITTEN CONSENT OR PERSONS
PREVIOUSLY CONTACTED BY ZELNICKMEDIA CORPORATION IS PERMITTED TO JOIN THIS
WRITTEN CONSENT.
FIRST
WRITTEN CONSENT
OF
THE
STOCKHOLDERS
OF
TAKE-TWO
INTERACTIVE SOFTWARE, INC.
IN
LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS
Pursuant
to Article II, Section 11 of the By-laws of Take-Two Interactive Software,
Inc.
(the “Corporation”), the undersigned, being the holders of a majority of the
outstanding voting stock of the Corporation, hereby consent to the adoption
of,
and do adopt, the following resolutions:
RESOLVED,
that the By-laws of the Corporation are hereby amended and restated in their
entirety to read as set forth in Exhibit
A.
[NOTE:
THIS WILL GIVE STOCKHOLDERS THE POWER TO INCREASE OR DECREASE THE NUMBER OF
DIRECTORS AND WILL PROVIDE THAT NO ACTION CAN BE TAKEN BY THE BOARD EXCEPT
BY
UNANIMOUS VOTE OR CONSENT UNTIL EACH MEMBER OF THE GROUP’S SLATE OF DIRECTOR
CANDIDATES IS ELECTED AND QUALIFIED]
The
actions taken by this Written Consent shall have the same force and effect
as if
taken by the undersigned at a special meeting of the stockholders duly called
and constituted pursuant to the By-laws of the Corporation and the General
Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, the undersigned has executed this Written Consent on the ____
day of ______, 200_.
|
[INTERESTED
PARTIES]
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
EXHIBIT
99.12
Second
Written Consent of Stockholders in the form proposed to be adopted after the
Annual Meeting
THIS
WRITTEN CONSENT IS NOT A SOLICITATION AND NO OTHER STOCKHOLDER OF THE
CORPORATION OTHER THAN THE PARTIES EXECUTING THIS WRITTEN CONSENT OR PERSONS
PREVIOUSLY CONTACTED BY ZELNICKMEDIA CORPORATION IS PERMITTED TO JOIN THIS
WRITTEN CONSENT.
SECOND
WRITTEN CONSENT
OF
THE
STOCKHOLDERS
OF
TAKE-TWO
INTERACTIVE SOFTWARE, INC.
IN
LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS
Pursuant
to Article II, Section 11 of the By-laws of Take-Two Interactive Software,
Inc.
(the “Corporation”), the undersigned, being the holders of a majority of the
outstanding voting stock of the Corporation, hereby consent to the adoption
of,
and do adopt, the following resolutions:
RESOLVED,
that the next six resolutions set forth in this Written Consent regarding the
removal and election of directors shall be effective only if each of Michael
Dornemann, Benjamin Feder, John F. Levy, Jon J. Moses, Michael James Sheresky
and Strauss Zelnick are not elected as and declared to be directors at the
annual meeting of stockholders of the Corporation scheduled to be held on March
29, 2007.
RESOLVED,
that the following persons hereby are removed as directors of the Corporation,
effective immediately:
Robert
Flug
Paul
Eibeler
RESOLVED,
that Strauss Zelnick hereby is elected as a director of the Corporation, to
hold
office until his successor is elected or until his earlier death, resignation
or
removal, effective immediately.
RESOLVED,
that the size of the board of directors of the Corporation hereby is reduced
to
five (5), effective immediately.
RESOLVED,
that as of 9:00AM, Eastern time, on April 13, 2007, each member of the board
of
directors of the Corporation, other than Strauss Zelnick, hereby is
removed.
RESOLVED,
that as of 9:00AM, Eastern time, on April 13, 2007, the size of the board of
directors of the Corporation hereby is increased to seven (7),
RESOLVED,
that as of 9:00AM, Eastern time, on April 13, 2007, the following persons are
elected as directors of the Corporation to fill existing vacancies on the board
of directors, each such person to hold office until his successor is elected
or
until his earlier death, resignation or removal:
Grover
C.
Brown
Michael
Dornermann
Benjamin
Feder
John
F.
Levy
Jon
J.
Moses
Michael
James Sheresky
RESOLVED,
that Strauss Zelnick hereby is appointed as non-executive chairman of the board
of directors of the Corporation, effective immediately.
RESOLVED,
that the undersigned recommend that the board of directors of the Corporation,
as constituted immediately after 9:00AM, Eastern time, on April 13, 2007, shall
hold its first meeting promptly after April 13, 2007, but in no event later
than
April 23, 2007.
RESOLVED,
that undersigned recommend that the board of directors of the Corporation adopt
and approve the execution, delivery and performance of the Management Agreement
between ZelnickMedia Corporation and the Corporation in the form attached hereto
as Exhibit
A
and the
terms thereof, including without limitation all provisions relating to amounts
payable to ZelnickMedia Corporation in cash and equity under such Management
Agreement, including reimbursement of all expenses of ZelnickMedia Corporation
as set forth therein.
RESOLVED,
that the undersigned recommend that the Company reimburse ZelnickMedia
Corporation, upon request, for all of its reasonable
expenses, costs and other third party fees (including, without limitation,
reasonable fees and disbursements of counsel) incurred or to be incurred by
ZelnickMedia Corporation,
its
directors, officers, employees, counsel, agents and representatives
in
connection with, relating to or arising out of the matters described by and
relating to this Written Consent.
RESOLVED,
that the Company will correct any deficiency contained in the Schedule 14f-1,
attached hereto as Exhibit
B,
as to
which it has knowledge, and mail the corrected Schedule 14f-1 to its
stockholders and file the corrected Schedule 14f-1 with the Securities and
Exchange Commission no later than April 2, 2007.
RESOLVED,
that all other actions previously taken in connection with the resolutions
described above hereby are ratified and confirmed in all respects and Strauss
Zelnick hereby is authorized, in his capacity as non-executive chairman, in
the
name and on behalf of the Corporation, to take such further actions and to
authorize the appropriate persons to execute and deliver such agreements,
instruments and documents as they may deem necessary or advisable in order
to
fully carry out each of the foregoing resolutions.
The
actions taken by this Written Consent shall have the same force and effect
as if
taken by the undersigned at a special meeting of the stockholders duly called
and constituted pursuant to the By-laws of the Corporation and the General
Corporation Law of the State of Delaware.
This
Written Consent is effective as of the date delivered, even though (as described
above) certain of the actions may not take place until future
dates.
[SIGNATURE
PAGES FOLLOW.]
IN
WITNESS WHEREOF, the undersigned has executed this Written Consent on the ____
day of ______, 200_.
|
[INTERESTED
PARTIES]
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
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