-----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, Hyj0x/R+Pn3cG+SWbj9GaKhYM+lvn6HzgggvTR9YHhww5TF5oMxmoGQINO779d+J xB8CXgfUbfGkyzv0RM83aA== 0001125282-06-003869.txt : 20060703 0001125282-06-003869.hdr.sgml : 20060703 20060703154417 ACCESSION NUMBER: 0001125282-06-003869 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060703 DATE AS OF CHANGE: 20060703 GROUP MEMBERS: D. E. SHAW & CO., L.L.C. GROUP MEMBERS: D. E. SHAW & CO., L.P. GROUP MEMBERS: DAVID E. SHAW 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52733 FILM NUMBER: 06940800 BUSINESS ADDRESS: STREET 1: 622 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 2125362842 MAIL ADDRESS: STREET 1: 622 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. Shaw Valence Portfolios, L.L.C. CENTRAL INDEX KEY: 0001294704 IRS NUMBER: 134046559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 120 W. 45TH STREET STREET 2: 39 FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 478-0000 MAIL ADDRESS: STREET 1: 120 W. 45TH STREET STREET 2: 39 FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 b413902_13ga.txt SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 3) Take-Two Interactive Software, Inc. ----------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 874054109 --------- (CUSIP Number) June 21, 2006 ------------- (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP NO. 874054109 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw Valence Portfolios, L.L.C. 13-4046559 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 NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 4,566,853 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 4,566,853 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,566,853 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP NO. 874054109 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw & Co., L.P. 13-3695715 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 NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 4,701,570 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 4,701,570 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,701,570 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN CUSIP NO. 874054109 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw & Co., L.L.C. 13-3799946 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 NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 134,717 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 134,717 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 134,717 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP NO. 874054109 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Shaw 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 United States NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 4,701,570 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 4,701,570 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,701,570 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ITEM 1. (A) NAME OF ISSUER: Take-Two Interactive Software, Inc. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 622 Broadway New York, NY 10012 ITEM 2. (a) NAME OF PERSON FILING: D. E. Shaw Valence Portfolios, L.L.C. D. E. Shaw & Co., L.P. D. E. Shaw & Co., L.L.C. David E. Shaw (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address for each reporting person is: 120 W. 45th Street, Tower 45, 39th Floor New York, NY 10036 (c) CITIZENSHIP: D. E. Shaw Valence Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America. (d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value (e) CUSIP NUMBER: 874054109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable ITEM 4. OWNERSHIP As of June 28, 2006: (a) Amount beneficially owned: D. E. Shaw Valence Portfolios, L.L.C.: 4,566,853 shares This is composed of (i) 4,378,303 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 3,400 shares in the name of D. E. Shaw Valence, L.L.C., and (iii) 185,150 shares that D. E. Shaw Valence, L.L.C. has the right to acquire through the exercise of listed call options. D. E. Shaw & Co., L.P.: 4,701,570 shares This is composed of (i) 4,378,303 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 3,400 shares in the name of D. E. Shaw Valence, L.L.C., (iii) 185,150 shares that D. E. Shaw Valence, L.L.C. has the right to acquire through the exercise of listed call options, and (iv) 134,717 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C. D. E. Shaw & Co., L.L.C.: 134,717 shares This is composed of 134,717 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C. David E. Shaw: 4,701,570 shares This is composed of (i) 4,378,303 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 3,400 shares in the name of D. E. Shaw Valence, L.L.C., (iii) 185,150 shares that D. E. Shaw Valence, L.L.C. has the right to acquire through the exercise of listed call options, and (iv) 134,717 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C. (b) Percent of class: D. E. Shaw Valence Portfolios, L.L.C.: 6.3% D. E. Shaw & Co., L.P.: 6.5% D. E. Shaw & Co., L.L.C.: 0.2% David E. Shaw: 6.5% (c) Number of shares to which the person has: (i) Sole power to vote or to direct the vote: D. E. Shaw Valence Portfolios, L.L.C.: -0- shares D. E. Shaw & Co., L.P.: -0- shares D. E. Shaw & Co., L.L.C.: -0- shares David E. Shaw: -0- shares (ii) Shared power to vote or to direct the vote: D. E. Shaw Valence Portfolios, L.L.C.: 4,566,853 shares D. E. Shaw & Co., L.P.: 4,701,570 shares D. E. Shaw & Co., L.L.C.: 134,717 shares David E. Shaw: 4,701,570 shares (iii) Sole power to dispose or to direct the disposition of: D. E. Shaw Valence Portfolios, L.L.C.: -0- shares D. E. Shaw & Co., L.P.: -0- shares D. E. Shaw & Co., L.L.C.: -0- shares David E. Shaw: -0- shares (iv) Shared power to dispose or to direct the disposition of: D. E. Shaw Valence Portfolios, L.L.C.: 4,566,853 shares D. E. Shaw & Co., L.P.: 4,701,570 shares D. E. Shaw & Co., L.L.C.: 134,717 shares David E. Shaw: 4,701,570 shares David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., the managing member of D. E. Shaw Valence, L.L.C., and the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C.,and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of,and the shared power to dispose or direct the disposition of 4,701,570 shares as described above constituting 6.5% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 4,701,570 shares. 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 OR CONTROL PERSON 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. CERTIFICATION By signing below, each of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., and David E. Shaw certify that, to the best of such reporting person's 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 such purposes or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated February 24, 2004, granted by David E. Shaw in favor of Stuart Steckler, are attached hereto. Dated: July 3, 2006 D. E. Shaw Valence Portfolios, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director D. E. Shaw & Co., L.P. By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director D. E. Shaw & Co., L.L.C. By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director David E. Shaw By: /s/ Stuart Steckler ------------------- Stuart Steckler Attorney-in-Fact for David E. Shaw EXHIBIT 1 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution, delivery, furnishing, and/or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co., Inc. /s/David E. Shaw New York, New York EXHIBIT 2 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for itself or as the managing member of other companies) all documents, certificates, instruments, statement, other filings and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution and delivery, furnishing or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co. II, Inc. /s/David E. Shaw New York, New York EXHIBIT 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.01 par value, of Take-Two Interactive Software, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 3rd day of July, 2006. D. E. Shaw Valence Portfolios, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director D. E. Shaw & Co., L.P. By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director D. E. Shaw & Co., L.L.C. By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director David E. Shaw By: /s/ Stuart Steckler ------------------- Stuart Steckler Attorney-in-Fact for David E. Shaw -----END PRIVACY-ENHANCED MESSAGE-----