UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GT Interactive Software Corp.
-----------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
36236E109
---------
(CUSIP Number)
*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 reminder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 9 pages
CUSIP NO. 36236E109 13G
1 Name of Reporting Person General Atlantic Partners II, L.P.
S.S. or I.R.S. Identification
No. of Above Person
2 Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3 S.E.C. Use Only
4 Citizenship or Place of Organization Delaware
Number of Shares 5 Sole Voting Power 0
Beneficially 6 Shared Voting Power 7,428,525
Owned by Each 7 Sole Dispositive Power 0
Reporting Person 8 Shared Dispositive Power 7,428,525
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,428,525
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 10.9%
12 Type of Reporting Person PN
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Page 3 of 9 pages
CUSIP NO. 36236E109 13G
1 Name of Reporting Person General Atlantic Partners 16, L.P.
S.S. or I.R.S. Identification
No. of Above Person
2 Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3 S.E.C. Use Only
4 Citizenship or Place of Organization Delaware
Number of Shares 5 Sole Voting Power 0
Beneficially 6 Shared Voting Power 7,428,525
Owned by Each 7 Sole Dispositive Power 0
Reporting Person 8 Shared Dispositive Power 7,428,525
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,428,525
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 10.9%
12 Type of Reporting Person PN
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Page 4 of 9 pages
CUSIP NO. 36236E109 13G
1 Name of Reporting Person General Atlantic Partners 19, L.P.
S.S. or I.R.S. Identification
No. of Above Person
2 Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3 S.E.C. Use Only
4 Citizenship or Place of Organization Delaware
Number of Shares 5 Sole Voting Power 0
Beneficially 6 Shared Voting Power 7,428,525
Owned by Each 7 Sole Dispositive Power 0
Reporting Person 8 Shared Dispositive Power 7,428,525
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,428,525
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 10.9%
12 Type of Reporting Person PN
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Page 5 of 9 pages
CUSIP NO. 36236E109 13G
1 Name of Reporting Person GAP Coinvestment Partners, L.P.
S.S. or I.R.S. Identification
No. of Above Person
2 Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3 S.E.C. Use Only
4 Citizenship or Place of Organization New York
Number of Shares 5 Sole Voting Power 0
Beneficially 6 Shared Voting Power 7,428,525
Owned by Each 7 Sole Dispositive Power 0
Reporting Person 8 Shared Dispositive Power 7,428,525
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,428,525
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares N/A
11 Percent of Class Represented by Amount in Row 9 10.9%
12 Type of Reporting Person PN
* SEE INSTRUCTION BEFORE FILLING OUT!
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Page 6 of 9 pages
CUSIP NO. 36236E109 13G
Item 1 (a) Name of Issuer
--------------
GT Interactive Software Corp.
(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
16 East 40th Street
New York, N.Y. 10016
Item 2 (a) Names of Persons Filing
-----------------------
General Atlantic Partners II, L.P. ("GAP II")
General Atlantic Partners 16, L.P. ("GAP 16")
General Atlantic Partners 19, L.P. ("GAP 19")
GAP Coinvestment Partners, L.P. ("GAPCO" and,
collectively with GAP II, GAP 16 and GAP 19, the
"Reporting Persons")
(b) Address of Principal Business Office
------------------------------------
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, CT 06830
(c) Citizenship
-----------
GAP II, GAP 16 and GAP 19 -- Delaware GAPCO -- New York
(d) Title of Class of Securities
----------------------------
Common Stock, par value $.01 per share (the "Shares")
(e) CUSIP Number
------------
36236E109
Item 3 This statement is not filed pursuant to either Rule 13d-1(b) or
13d-2(b).
Item 4 As of December 31, 1996, GAP 16, GAP 19 and GAPCO each owned of
record 4,184,545 Shares, 2,092,273 Shares and 647,707 Shares,
respectively, or 6.2%, 3.1% and 1.0%,
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Page 7 of 9 pages
CUSIP NO. 36236E109 13G
respectively, of the issued and outstanding Shares. As of December 31,
1996, GAP II owned warrants to purchase up to 504,000 Shares, or 0.6%
of the issued and outstanding Shares. The general partner of GAP II,
GAP 16 and GAP 19 is General Atlantic Partners, LLC, a Delaware
limited liability company ("GAP"). The managing members of GAP are
Steven A. Denning, David C. Hodgson, Stephen P. Reynolds, J. Michael
Cline, William O. Grabe and William E. Ford (collectively, the "GAP
Managing Members"). The GAP Managing Members are the general partners
of GAPCO. By virtue of the fact that the GAP Managing Members are also
the general partners authorized and empowered to vote and dispose of
the securities held by GAPCO, the Reporting Persons may be deemed to
share voting power and the power to direct the disposition of the
Shares which each of them owns of record and, pursuant to Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the
Shares which may be purchased upon exercise of the abovementioned
warrants. Accordingly, as of December 31, 1996, each of the Reporting
Persons may be deemed to own beneficially an aggregate of 7,428,525
Shares or 10.9% of the issued and outstanding Shares. Each of the
Reporting Persons has the shared power to direct the vote and the
shared power to direct the disposition of the 7,428,525 Shares that
may be deemed to be owned beneficially by each of them.
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
------
See Item 4.
Item 7 Identification and Classification of 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
---------------------------------------------------------
See Item 4.
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Page 8 of 9 pages
CUSIP NO. 36236E109 13G
Item 9 Notice of Dissolution of Group
------------------------------
Not applicable.
Item 10 Certification
-------------
Not applicable.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Page 9 of 9 pages
CUSIP NO. 36236E109 13G
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GENERAL ATLANTIC PARTNERS II, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC
its General Partner
By: /s/ Stephen P. Reynolds
------------------------------------
Stephen P. Reynolds,
a Managing Member
GENERAL ATLANTIC PARTNERS 16, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC
its General Partner
By: /s/ Stephen P. Reynolds
------------------------------------
Stephen P. Reynolds,
a Managing Member
GENERAL ATLANTIC PARTNERS 19, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC
its General Partner
By: /s/ Stephen P. Reynolds
------------------------------------
Stephen P. Reynolds,
a Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Stephen P. Reynolds
------------------------------------------
Stephen P. Reynolds,
a General Partner
