<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
March 14, 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)
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CUSIP No. 0008740541 SCHEDULE 13G Page 2 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Broadband Solutions, 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
British Virgin Islands
Number of Shares 5 Sole Voting Power 2,563,849
Beneficially Owned by
Each Reporting Person 6 Shared Voting Power 2,563,849
With
7 Sole Dispositive Power 2,563,849
8 Shared Dispositive Power 2,563,849
9 Aggregate Amount Beneficially Owned By Each Reporting Person
2,563,849
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)
9.8%
12 Type of Reporting Person (See Instructions)
CO
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CUSIP No. 0008740541 SCHEDULE 13G Page 3 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
The Bulrush Trust
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
Guernsey, Channel Islands
Number of Shares 5 Sole Voting Power 0
Beneficially Owned by
Each Reporting Person 6 Shared Voting Power 2,563,849
With
7 Sole Dispositive Power 0
8 Shared Dispositive Power 2,563,849
9 Aggregate Amount Beneficially Owned By Each Reporting Person
2,563,849
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)
9.8%
12 Type of Reporting Person (See Instructions)
OO
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CUSIP No. 0008740541 SCHEDULE 13G Page 4 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
The Elm Tree Trust
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
Guernsey, Channel Islands
Number of Shares 5 Sole Voting Power 0
Beneficially Owned by
Each Reporting Person 6 Shared Voting Power 2,563,849
With
7 Sole Dispositive Power 0
8 Shared Dispositive Power 2,563,849
9 Aggregate Amount Beneficially Owned By Each Reporting Person
2,563,849
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)
9.8%
12 Type of Reporting Person (See Instructions)
OO
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CUSIP No. 0008740541 SCHEDULE 13G Page 5 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Ramy Weitz
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
Israel
Number of Shares 5 Sole Voting Power 0
Beneficially Owned by
Each Reporting Person 6 Shared Voting Power 2,563,849
With
7 Sole Dispositive Power 0
8 Shared Dispositive Power 2,563,849
9 Aggregate Amount Beneficially Owned By Each Reporting Person
2,563,849
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)
9.8%
12 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 0008740541 SCHEDULE 13G Page 6 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Guy Poran
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
Israel
Number of Shares 5 Sole Voting Power 0
Beneficially Owned by
Each Reporting Person 6 Shared Voting Power 2,563,849
With
7 Sole Dispositive Power 0
8 Shared Dispositive Power 2,563,849
9 Aggregate Amount Beneficially Owned By Each Reporting Person
2,563,849
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)
9.8%
12 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 0008740541 SCHEDULE 13G Page 7 of 12 Pages
ITEM 1(a) NAME OF ISSUER:
Take-Two Interactive Software, Inc., a corporation organized under the
laws of the State of Delaware ("Issuer").
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
575 Broadway, New York, New York 10012.
ITEM 2(a) NAME OF PERSON FILING:
This statement is filed on behalf of: Broadband Solutions, Inc.;
Broadband Solutions, Inc.'s two fifty percent shareholders, The Bulrush Trust
and The Elm Tree Trust; Ramy Weitz, the sole beneficiary of The Bulrush Trust;
and Guy Poran, the sole beneficiary of The Elm Tree Trust (collectively, the
"Reporting Persons").
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business offices of Broadband Solutions, Inc. are located
at P.O. Box 3340, Road Town, Tortola, British Virgin Islands. The principal
business offices of The Elm Tree Trust and The Bulrush Trust are located at P.O.
Box 236, Canada Court, St. Peter Port, Guernsey, Channel Islands, GY1 4LE. The
principal business offices of Ramy Weitz and Guy Poran are located at 4 Harechev
Street, Tel-Aviv, Israel.
ITEM 2(c) CITIZENSHIP:
Broadband Solutions, Inc. is a corporation organized under the laws of
the British Virgin Islands; The Bulrush Trust is a trust formed under the laws
of Guernsey, Channel Islands; The Elm Tree Trust is a trust formed under the
laws of Guernsey, Channel Islands; Ramy Weitz is an individual citizen and
resident of Israel; and Guy Poran is an individual citizen and resident of
Israel.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common stock, par value $.01 per share (the "Common Stock") of Issuer.
ITEM 2(e) CUSIP NUMBER:
0008740541
ITEM 3
This statement is filed pursuant to Section 240.13d-1(c).
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CUSIP No. 0008740541 SCHEDULE 13G Page 8 of 12 Pages
ITEM 4. OWNERSHIP
(a) Broadband Solutions, Inc. is the record holder of, and each other
Reporting Person may be deemed to be the beneficial owner of, 2,563,849 shares
of Common Stock.
(b) The 2,563,849 shares of Common Stock which Broadband Solutions,
Inc. and each other Reporting Person may be deemed to beneficially own represent
approximately 9.8 percent of the total number of shares of Common Stock
outstanding (after giving effect to the issuance of the 2,563,849 shares of
Common Stock held by Broadband Solutions, Inc., and based upon information
contained in Issuer's quarterly report on Form 10-Q for the quarterly period
ended January 31, 2000).
(c) Broadband Solutions, Inc. has sole voting and dispositive power,
and each other Reporting Person may be deemed to have shared voting and
dispositive power, with respect to 2,563,849 shares of Common Stock.
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
Not applicable.
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
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
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.
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CUSIP No. 0008740541 SCHEDULE 13G Page 9 of 12 Pages
Dated March 22, 2000: BROADBAND SOLUTIONS, INC.
By: ROEBUCK LIMITED
------------------------------------
as Sole Director
By: /s/ Connie Smith
------------------------------------
Authorized Signatory
Dated March 22, 2000: THE BULRUSH TRUST
By: THE MONUMENT TRUST CO. LTD.
------------------------------------
as Trustee
By: /s/ Simon Brooks
------------------------------------
Director
Dated March 22, 2000: THE ELM TREE TRUST
By: THE MONUMENT TRUST CO. LTD.
------------------------------------
as Trustee
By: /s/ Simon Brooks
------------------------------------
Director
Dated March 22, 2000: /s/ Ramy Weitz
----------------------------------------
RAMY WEITZ
Dated March 22, 2000: /s/ Guy Poran
----------------------------------------
GUY PORAN
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CUSIP No. 0008740541 SCHEDULE 13G Page 10 of 12 Pages
EXHIBITS
Exhibit 1. Joint Filing Agreement
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CUSIP No. 0008740541 SCHEDULE 13G Page 11 of 12 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G, dated March 22, 2000 (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 agrees 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 22, 2000.
Dated March 22, 2000: BROADBAND SOLUTIONS, INC.
By: ROEBUCK LIMITED
------------------------------
as Sole Director
By: /s/ Connie Smith
------------------------------
Authorized Signatory
Dated March 22, 2000: THE BULRUSH TRUST
By: THE MONUMENT TRUST CO. LTD.
------------------------------
as Trustee
By: /s/ Simon Brooks
------------------------------
Director
Dated March 22, 2000: THE ELM TREE TRUST
By: THE MONUMENT TRUST CO. LTD.
------------------------------
as Trustee
By: /s/ Simon Brooks
------------------------------
Director
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CUSIP No. 0008740541 SCHEDULE 13G Page 12 of 12 Pages
Dated March 22, 2000: /s/ Ramy Weitz
-----------------------------------
RAMY WEITZ
Dated March 22, 2000: /s/ Guy Poran
-----------------------------------
GUY PORAN
