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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Activision, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
004930202
(CUSIP Number)
April 7, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/___/ Rule 13d-1(b)
/ X / Rule 13d-1(c)
/___/ Rule 13d-1(d)
* 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.
SEC 1745 (3-98) Page 1 of 9
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CUSIP No. 004930202 13G Page 2 of 9 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eastbourne Capital Management, L.L.C.
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ X /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES *
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,554,800
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH *
---------------------------------------
8 SHARED DISPOSITIVE POWER
2,554,800
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,554,800
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IA
- ----------------------------------------------------------------
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CUSIP No. 004930202 13G Page 3 of 9 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Jon Barry
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ X /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES *
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,554,800
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH *
---------------------------------------
8 SHARED DISPOSITIVE POWER
2,554,800
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,554,800
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
- ----------------------------------------------------------------
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CUSIP No. 004930202 13G Page 4 of 9 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Bear Offshore Fund Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ X /
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,284,100
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
---------------------------------------
8 SHARED DISPOSITIVE POWER
1,284,100
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,284,100
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
CO
- ----------------------------------------------------------------
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CUSIP No. 004930202 13G Page 5 of 9 Pages
ITEM 1.
(a) The name of the issuer is Activision, Inc. (the "Issuer").
(b) The principal executive office of the Issuer is located at 3100
Ocean Park Boulevard; Santa Monica, CA 90405.
ITEM 2.
(a) The names of the persons filing this statement are Eastbourne
Capital Management, L.L.C. ("Eastbourne"), Richard Jon Barry and Black Bear
Offshore Fund Limited ("Black Bear"), (collectively, the "Filers").
(b) The principal business office of the Filers is located at 1101
Fifth Avenue, Suite 160, San Rafael, CA 94901.
(c) See Item 4 of the cover sheet for each Filer.
(d) This statement relates to shares of common stock of the Issuer
(the "Stock").
(e) The CUSIP number of the Stock is 004930202.
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CUSIP No. 004930202 13G Page 6 of 9 Pages
ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) ___ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) ___ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) ___ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ___ An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) ___ An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) ___ A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G)
(h) ___ A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3).
(j) X Group, in accordance with section 240.13d-1(b)(1)(ii)(J)
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CUSIP No. 004930202 13G Page 7 of 9 Pages
ITEM 4. OWNERSHIP
See Items 5-9 and 11 on the cover page for each Filer.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following /___/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Eastbourne is a registered investment adviser whose clients have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Stock. Mr. Barry is the controlling owner
of Eastbourne. Other than Black Bear, no individual client's holdings of
the Stock are more than five percent of the outstanding Stock.
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CUSIP No. 004930202 13G Page 8 of 9 Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Item 2(a) of this Schedule.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
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.
Dated: April 17, 2000
BLACK BEAR OFFSHORE FUND LIMITED
By: Eastbourne Capital Management, L.L.C.
Attorney-in-Fact
Eric M. Sippel
Chief Operating Officer
EASTBOURNE CAPITAL MANAGEMENT, L.L.C.
By: Eric M. Sippel
Chief Operating Officer
Richard J. Barry
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CUSIP No. 004930202 13G Page 9 of 9 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule
13G (and any amendments or supplements thereto) required under section
13(d) of the Securities Exchange Act of 1934, as amended, in connection
with purchases by the undersigned of the common stock of Activision, Inc.
For that purpose, the undersigned hereby constitute and appoint Eastbourne
Capital Management, L.L.C., a California limited liability company, as
their true and lawful agent and attorney-in-fact, with full power and
authority for and on behalf of the undersigned to prepare or cause to be
prepared, sign, file with the SEC and furnish to any other person all
certificates, instruments, agreements and documents necessary to comply
with section 13(d) and section 16(a) of the Securities Exchange Act of
1934, as amended, in connection with said purchases, and to do and perform
every act necessary and proper to be done incident to the exercise of the
foregoing power, as fully as the undersigned might or could do if
personally present.
DATED: April 17, 2000
SIGNATURES
Richard J. Barry
BLACK BEAR OFFSHORE FUND LIMITED
By: Eastbourne Capital Management, L.L.C.
Attorney-in-Fact
Eric M. Sippel
Chief Operating Officer
EASTBOURNE CAPITAL MANAGEMENT, L.L.C.
By: Eric M. Sippel
Chief Operating Officer
ETR\5419\009\1096084.01
