-----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, RKaExE/vVVYGUZ2G1K7sHvqYHoG+IUC4H6puOarCoOmgbFspLWzk4wB7M54ffOB2 IN3ydF+JBWZYroNqj97JPA== 0000950123-00-002565.txt : 20000323 0000950123-00-002565.hdr.sgml : 20000323 ACCESSION NUMBER: 0000950123-00-002565 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000322 GROUP MEMBERS: BROADBAND SOLUTIONS INC GROUP MEMBERS: GUY PORAN GROUP MEMBERS: RAMY WEITZ GROUP MEMBERS: THE BULRUSH TRUST GROUP MEMBERS: THE ELM TREE TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAKE TWO INTERACTIVE SOFTWARE INC CENTRAL INDEX KEY: 0000946581 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510350842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-52733 FILM NUMBER: 575884 BUSINESS ADDRESS: STREET 1: 575 BROADWAY STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 2123346633 MAIL ADDRESS: STREET 1: 575 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROADBAND SOLUTIONS INC CENTRAL INDEX KEY: 0001109789 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 3340 STREET 2: BRITISH VIRGIN ISLANDS CITY: ROADTOWN TORTOLA MAIL ADDRESS: STREET 1: PO BOX 3340 STREET 2: BRITISH VIRGIN ISLANDS CITY: ROADTOWN TORTOLA SC 13G 1 TAKE-TWO INTERACTIVE SOFTWARE INC. 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) 2 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 3 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 4 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 5 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 6 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 7 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). 8 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. 9 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 10 CUSIP No. 0008740541 SCHEDULE 13G Page 10 of 12 Pages EXHIBITS Exhibit 1. Joint Filing Agreement EX-99.1 2 JOINT FILING AGREEMENT 1 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 2 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 -----END PRIVACY-ENHANCED MESSAGE-----