UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
-----------------------
GT INTERACTIVE SOFTWARE CORP.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
36236E109
(CUSIP Number)
William E. Ford
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Tel. No.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
November 1, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) 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).
<PAGE>
36236E109 Page 2 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 18,761,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
18,761,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,761,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
36236E109 Page 3 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 16, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 18,761,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
18,761,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,761,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
36236E109 Page 4 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 19, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 18,761,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
18,761,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,761,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
36236E109 Page 5 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 18,761,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
18,761,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,761,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
36236E109 Page 6 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 54, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 18,761,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
18,761,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,761,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
36236E109 Page 7 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 18,761,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
18,761,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,761,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
36236E109 Page 8 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 18,761,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
18,761,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,761,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
36236E109 Page 9 of 17 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D (the "Original
13D") is filed by the undersigned to amend and supplement the Schedule 13D,
dated as of March 4, 1999, as amended by Amendment No. 1 thereto, dated as of
August 9, 1999 ("Amendment No. 1"), as amended by Amendment No. 2 thereto, dated
as of November 7, 1999 ("Amendment No. 2"), with respect to the shares of common
stock, par value $.01 per share (the "Common Stock"), of GT Interactive Software
Corp., a Delaware corporation (the "Company").
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of the date hereof, GAP, GAP 16, GAP 19, GAP II and GAPCO each
owns of record no shares of Common Stock, 4,184,545 shares of Common Stock,
2,092,373 shares of Common Stock, 504,000 shares of Common Stock and 647,707
shares of Common Stock, respectively, or 0%, 4.9%, 2.5%, 0.6% and 0.8%,
respectively, of the Company's issued and outstanding shares of Common Stock. In
addition, as of the date hereof, (i) GAP 54 owns (x) shares of Preferred Stock
convertible into 4,897,440 shares of Common Stock or 5.8% of the Company's
issued and outstanding shares of Common Stock, (y) Warrants and Additional
Warrants to purchase 3,673,080 shares of Common Stock or 4.4% of the Company's
issued and outstanding shares of Common Stock and (z) Options to purchase
680,200 shares of Common Stock or 0.8% of the Company's issued and outstanding
shares of Common Stock and (ii) GAPCO II owns (x) shares of Preferred Stock
convertible into 1,102,560 shares of Common Stock or 1.3% of the Company's
issued and
<PAGE>
36236E109 Page 10 of 17 Pages
outstanding shares of Common Stock, (y) Warrants and Additional Warrants to
purchase 826,920 shares of Common Stock or 1.0% of the Company's issued and
outstanding shares of Common Stock and (z) Options to purchase 153,133 shares of
Common Stock or 0.2% of the Company's issued and outstanding shares of Common
Stock. Accordingly, on an as converted and exercised basis, GAP 54 owns
9,250,720 shares of Common Stock or 11.0% of the Company's issued and
outstanding shares of Common Stock and GAPCO II owns 2,082,613 shares of Common
Stock or 2.5% of the Company's issued and outstanding shares of Common Stock.
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 and GAPCO II, and that GAP is the general partner of GAP 16, GAP
19, GAP II and GAP 54, the Reporting Persons may be deemed to share voting power
and the power to direct the disposition of the shares of Common Stock owned by
each of the Reporting Persons. Accordingly, as of the date hereof, each of the
Reporting Persons may be deemed to own beneficially an aggregate of 18,761,858
shares of Common Stock or 22.3% of the Company's issued and outstanding shares
of Common Stock.
(b) Each of the Reporting Persons has the shared power to direct the
vote and the shared power to direct the disposition of the 18,761,858 shares of
Common Stock that may be deemed to be owned beneficially by each of them.
(c) On June 29, 1999, pursuant to the Warrant Agreement, dated as of
June 29, 1999 (the "Warrant Agreement"), among the Company, GAP 54, GAPCO II,
Joseph J. Cayre, Kenneth Cayre and Stanley Cayre, which Warrant Agreement is
attached as Exhibit 1 to Amendment No. 1, the Company issued to GAP 54, Warrants
to purchase, at an
<PAGE>
36236E109 Page 11 of 17 Pages
exercise price equal to $.01 per share, 408,120 shares of Common Stock, and to
GAPCO II, warrants to purchase, at an exercise price equal to $.01 per share,
91,880 shares of Common Stock, in consideration of the execution by GAP 54 and
GAPCO II of the Commitment Letter, dated June 29, 1999 (the "Commitment
Letter"), among the Company, First Union National Bank, as Administrative Agent,
GAP 54, GAPCO II and the other parties thereto. Pursuant to the Commitment
Letter, GAP 54 and GAPCO II agreed to make on July 30, 1999, on an aggregate
basis, a $20 million unsecured subordinated loan to the Company.
Pursuant to the Warrant Agreement, the aggregate number of warrants
automatically increased or increases, as the case may be, by the following
number of warrants (the "Additional Warrants") on the following dates upon the
occurrence of the following events (the "Triggering Events"): (i) 1,500,000 on
July 30, 1999 if the parties to the Warrant Agreement make the subordinated
loans under the Commitment Letter, (ii) 2,500,000 on November 1, 1999 if the
Company has not executed on or prior to October 31, 1999, an agreement (a "Sale
Agreement") relating to a recapitalization, reorganization, merger, sale or
other business combination transaction after the consummation of which the
stockholders of the Company do not hold at least a majority of the voting power
of the surviving person, (iii) 2,500,000 on the date of termination of such Sale
Agreement if the Company enters into such an agreement on or prior to October
31, 1999, but such Sale Agreement thereafter terminates for any reason, (iv)
3,000,000 on February 29, 2000 if the Company has not closed the transactions
contemplated by the Sale Agreement on or prior to February 28, 2000 and repaid
in full the subordinated loans made pursuant to the Commitment Letter, and (v)
3,000,000 on June 30, 2000 and the last day of each fiscal quarter thereafter if
the Company has not repaid in full during such quarter the subordinated
<PAGE>
36236E109 Page 12 of 17 Pages
loans made pursuant to the Commitment Letter. The Additional Warrants have an
exercise price of $.01 per share. The Additional Warrants will be allocated
among GAP 54, GAPCO II and the other parties making the subordinated loans as
agreed upon by GAP 54, GAPCO II and such other parties.
As the Triggering Event described in clause (ii) of the immediately
preceding paragraph has occurred, the Company issued to GAP 54, 2,040,600
Additional Warrants to purchase shares of Common Stock and to GAPCO II, 459,400
Additional Warrants to purchase shares of Common Stock. The Warrants issued by
the Company to GAP 54 and GAPCO II on June 29, 1999 and the Additional Warrants
issued by the Company to GAP 54 and GAPCO II on July 29, 1999 and November 1,
1999 are referred to in this Amendment as the "Warrants". The Warrants are
exercisable at any time, provided that they expire on June 29, 2004.
As a result of the issuance of the 2,500,000 Additional Warrants to GAP
54 and GAPCO II as described in the immediately preceding paragraph, in
accordance with Section 3(b) of the Letter Agreement (as defined in Amendment
No. 1 and filed as Exhibit 2 thereto), the number of Options granted to GAP 54
and GAPCO II was reduced by 500,000. Consequently, the aggregate number of
Options held by GAP 54 and GAPCO II was reduced from 1,088,320 to 680,200 and
from 245,013 to 153,533, respectively.
(d) No person other than the persons listed is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any securities owned by any member of the group.
(e) Not Applicable.
<PAGE>
36236E109 Page 13 of 17 Pages
Item 1. Materials to be Filed as Exhibits.
Exhibit 1: Agreement relating to the filing of joint
acquisition statements as required by Rule
13d-1(k)(1) under the Securities Exchange Act of
1934, as amended.
Exhibit 2: Incorporate by reference the power of attorney for
GAP filed as Exhibit 5 to the Original 13D, which
provides Thomas J. Murphy with the requisite power
and authority to sign this Amendment No. 3 on
behalf of GAP.
Exhibit 3: Incorporate by reference the power of attorney for
GAPCO filed as Exhibit 5 to the Original 13D, which
provides Thomas J. Murphy with the requisite power
and authority to sign this Amendment No. 3 on
behalf of GAPCO.
Exhibit 4: Incorporate by reference the power of attorney for
GAPCO II filed as Exhibit 5 to the Original 13D,
which provides Thomas J. Murphy with the requisite
power and authority to sign this Amendment No. 3 on
behalf of GAPCO II.
<PAGE>
36236E109 Page 14 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 is true, complete
and correct.
Dated as of December 9, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 16, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 19, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
<PAGE>
36236E109 Page 15 of 17 Pages
GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 54, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
36236E109 Page 16 of 17 Pages
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is accurate.
Dated as of December 9, 1999
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 16, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
<PAGE>
36236E109 Page 17 of 17 Pages
GENERAL ATLANTIC PARTNERS 19, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 54, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
