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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No.1)
Under the Securities Exchange Act of 1934
Take-Two Interactive Software, Inc.
(Name of Issuer)
Common stock, par value $.01 per share
(Title of Class of Securities)
0008740541
(CUSIP Number)
May 11, 1999
(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-2(b)
[ ] Rule 13d-2(c)
[x] Rule 13d-2(d)
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 2 of 12 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
BMG Music
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3 SEC Use Only
4 Citizenship or Place of Organization
New York, United States of America
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of 5 Sole Voting Power 1,350,000
Shares
Beneficially 6 Shared Voting Power 1,350,000
Owned by Each
Reporting Person 7 Sole Dispositive Power 1,350,000
With
8 Shared Dispositive Power 1,350,000
</TABLE>
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,350,000
10 Check Box if the Aggregate Amount in Row (9)
excludes Certain Shares (See Instructions)
11 Percent of Class Represented by Amount in Row (9)
6.0%
12 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 3 of 12 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Bertelsmann Music Group, Inc.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware, United States of America
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of 5 Sole Voting Power 1,350,000
Shares
Beneficially 6 Shared Voting Power 1,350,000
Owned by Each
Reporting 7 Sole Dispositive Power 1,350,000
Person With
8 Shared Dispositive Power 1,350,000
</TABLE>
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,350,000
10 Check Box if the Aggregate Amount in Row (9)
excludes Certain Shares (See Instructions)
11 Percent of Class Represented by Amount in Row (9)
6.0%
12 Type of Reporting Person (See Instructions)
CO, HC
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 4 of 12 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Bertelsmann, Inc.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware, United States of America
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of 5 Sole Voting Power 1,350,000
Shares
Beneficially 6 Shared Voting Power 1,350,000
Owned by Each
Reporting 7 Sole Dispositive Power 1,350,000
Person With
8 Shared Dispositive Power 1,350,000
</TABLE>
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,350,000
10 Check Box if the Aggregate Amount in Row (9)
excludes Certain Shares (See Instructions)
11 Percent of Class Represented by Amount in Row (9)
6.0%
12 Type of Reporting Person (See Instructions)
CO, HC
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 5 of 12 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Bertelsmann AG
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3 SEC Use Only
4 Citizenship or Place of Organization
Federal Republic of Germany
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of 5 Sole Voting Power 1,350,000
Shares
Beneficially 6 Shared Voting Power 1,350,000
Owned by Each
Reporting 7 Sole Dispositive Power 1,350,000
Person With
8 Shared Dispositive Power 1,350,000
</TABLE>
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,350,000
10 Check Box if the Aggregate Amount in Row (9)
excludes Certain Shares (See Instructions)
11 Percent of Class Represented by Amount in Row (9)
6.0%
12 Type of Reporting Person (See Instructions)
CO, HC
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 6 of 12 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Johannes Mohn GmbH
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3 SEC Use Only
4 Citizenship or Place of Organization
Federal Republic of Germany
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of 5 Sole Voting Power 1,350,000
Shares
Beneficially 6 Shared Voting Power 1,350,000
Owned by Each
Reporting 7 Sole Dispositive Power 1,350,000
Person With
8 Shared Dispositive Power 1,350,000
</TABLE>
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,350,000
10 Check Box if the Aggregate Amount in Row (9)
excludes Certain Shares (See Instructions)
11 Percent of Class Represented by Amount in Row (9)
6.0%
12 Type of Reporting Person (See Instructions)
OO, HC
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 7 of 12 pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Reinhard Mohn
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3 SEC Use Only
4 Citizenship or Place of Organization
Federal Republic of Germany
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of 5 Sole Voting Power 1,350,000
Shares
Beneficially 6 Shared Voting Power 1,350,000
Owned by Each
Reporting 7 Sole Dispositive Power 1,350,000
Person With
8 Shared Dispositive Power 1,350,000
</TABLE>
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,350,000
10 Check Box if the Aggregate Amount in Row (9)
excludes Certain Shares (See Instructions)
11 Percent of Class Represented by Amount in Row (9)
6.0%
12 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 8 of 12 pages
ITEM 4. OWNERSHIP
Item 4 is hereby amended and restated in its entirety as follows:
(a) BMG Music (through its division BMG Entertainment) is the
record holder of, and each other Reporting Person may be deemed to be the
beneficial owner of, 1,350,000 shares of common stock, par value $.01 per share
(the "Common Stock") of Take-Two Interactive Software, Inc., a corporation
organized under the laws of the State of Delaware (the "Issuer").
(b) The 1,350,000 shares of Common Stock which BMG Music and
each other Reporting Person may be deemed to beneficially own represent
approximately 6.0 percent of the total number of shares of Common Stock
outstanding (based upon information contained in the Issuer's registration
statement on Form S-1 (File No. 333-74851) under the Securities Act of 1933, as
amended, filed with the Securities and Exchange Commission on March 23, 1999, as
amended by Amendment No. 1 to Form S-1 filed with the Securities and Exchange
Commission on April 9, 1999 and Post-Effective Amendment No. 1 to Form S-1 filed
with the Securities and Exchange Commission on May 6, 1999).
(c) BMG Music has, and each other Reporting Person may be
deemed to have, sole voting and dispositive power with respect to the 1,350,000
shares of Common Stock held of record by BMG Music.
ITEM 10. CERTIFICATIONS
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.
Dated June 9, 1999: /s/ Reinhard Mohn
----------------------------------------
REINHARD MOHN
JOHANNES MOHN GMBH
Dated June 9, 1999: By: /s/ Reinhard Mohn
-----------------------------------
Reinhard Mohn
Chairman
By: /s/ Mark Woessner
-----------------------------------
Mark Woessner
Chairman
BERTELSMANN AG
Dated June 9, 1999: By: /s/ Thomas Z. Middelhoff
--------------------------------------
Thomas Z. Middelhoff
Chairman of the Board and CEO
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 9 of 12 pages
BERTELSMANN, INC.
Dated June 9, 1999: By: /s/ Jacqueline Chasey
-----------------------------------
Jacqueline Chasey
Vice President and
Assistant Secretary
BERTELSMANN MUSIC GROUP, INC.
Dated June 9, 1999: By: /s/ Thomas W. McIntyre
-----------------------------------
Thomas W. McIntyre
Executive Vice President and Chief
Financial Officer
BMG MUSIC
By: BERTELSMANN MUSIC
GROUP, INC., as general partner
Dated June 9, 1999: By: /s/ Thomas W. McIntyre
-----------------------------------
Thomas W. McIntyre
Executive Vice President and Chief
Financial Officer
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 10 of 12 pages
EXHIBITS
Exhibit 1. Joint Filing Agreement
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 11 of 12 pages
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G, dated March 23, 1998 (the "Schedule 13G"), with respect to the common
stock, par value $.01 per share, of Take-Two Interactive Software, Inc., is, and
any amendments thereto by each of the undersigned shall be, filed on behalf of
each of the undersigned pursuant to and in accordance with Rule 13d-1
promulgated under the Securities Exchange Act of 1934, as amended, and that this
agreement shall be included as an exhibit to the Schedule 13G and each such
amendment. Each of the undersigned hereby agree that it is responsible for the
timely filing of the Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed or caused to
be executed this agreement as of March 23, 1998.
Dated March 23, 1998: \s\ REINHARD MOHN
----------------------------------------
REINHARD MOHN
JOHANNES MOHN GMBH
Dated March 23, 1998: By: \s\ REINHARD MOHN
-----------------------------------
Reinhard Mohn
Chairman
BERTELSMANN AG
Dated March 23, 1998: By: \s\ MARK WOESSNER
-----------------------------------
Mark Woessner
Chairman and Chief Executive Officer
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CUSIP No. 0008740541 SCHEDULE 13G/A Page 12 of 12 pages
BERTELSMANN, INC.
Dated March 23, 1998: By: \s\ JACQUELINE CHASEY
-----------------------------------
Jacqueline Chasey
Vice President and
Assistant Secretary
BERTELSMANN MUSIC GROUP, INC.
Dated March 23, 1998: By: \s\ THOMAS W. MCINTYRE
-----------------------------------
Thomas W. McIntyre
Senior Vice President and Treasurer
BMG MUSIC
By: BERTELSMANN MUSIC
GROUP, INC., as general partner
Dated March 23, 1998 By: \s\ THOMAS W. MCINTYRE
-----------------------------------
Thomas W. McIntyre
Senior Vice President and Treasurer
