-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VulqHY1jSmZ+FhXkeHAlTIc/ZV/hfMJunaTw2Eudw2LFNkxIa3/QYQWV5qV5zroP tWSNQzcqYqzsXP8llqAN0Q== 0000950142-97-000135.txt : 19970222 0000950142-97-000135.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950142-97-000135 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NONE GROUP MEMBERS: GAP COINVESTMENT PARTNERS LP GROUP MEMBERS: GAP COINVESTMENT PARTNERS, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 16, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 19, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GT INTERACTIVE SOFTWARE CORP CENTRAL INDEX KEY: 0001002607 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133689915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47017 FILM NUMBER: 97534560 BUSINESS ADDRESS: STREET 1: 16 EAST 4OTH ST CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2127266500 MAIL ADDRESS: STREET 1: 16 EAST 40TH ST CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAP COINVESTMENT PARTNERS LP CENTRAL INDEX KEY: 0001017650 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G 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). 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 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 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 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! 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%, 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. 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] 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 -----END PRIVACY-ENHANCED MESSAGE-----