SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Take-Two Interactive Software, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
874054109
(CUSIP Number)
Marc Weitzen
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 20, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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 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).
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on
December 17, 2009 by the Reporting Persons (the "Schedule 13D") with respect to
the shares of Common Stock, par value $0.01 (the "Shares") issued by Take-Two
Interactive Software, Inc. (the "Issuer") is hereby amended to furnish the
additional information set forth herein. All capitalized terms contained herein
but not otherwise defined shall have the meanings ascribed to such terms in the
Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the
following:
After conversations between representatives of the Reporting Persons and of
the Issuer, the Issuer and Reporting Persons entered into an agreement dated
January 20, 2010, a copy of which is attached hereto as Exhibit I and
incorporated herein by reference. The Issuer announced on January 21, 2010 that
it would include on its slate of nominees for director at the 2010 Annual
Meeting, three persons suggested as nominees by Reporting Persons: SungHwan Cho,
James L. Nelson and Brett Icahn. The Reporting Persons agreed, among other
things, that they would vote their Shares at that meeting for those three
persons and up to five additional persons being nominated by the Issuer, and
would not otherwise solicit proxies in connection with the 2010 Annual Meeting.
The agreement provides that should the number of shares beneficially owned (and
able to be voted) by the Reporting Persons drop below 5% (net of any of their
short equivalent positions) of the currently outstanding Shares, the three
suggested nominees would resign from the Board.
In connection with the agreement, Mr. Icahn stated that "Take-Two has
industry leading development talent and intellectual property. I am a firm
believer in the long-term potential of the Company, and from a corporate
governance point of view I applaud the current board for its responsiveness."
The Reporting Persons continue to believe that the Shares are undervalued.
The Reporting Persons may, from time to time and at any time, acquire additional
Shares and/or other equity, debt, notes, instruments or other securities
(collectively, "Securities") of the Issuer in the open market or otherwise. They
reserve the right to dispose of any or all of their Securities in the open
market or otherwise, at any time and from time to time, and to engage in any
hedging or similar transactions with respect to the Securities.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by the addition of the
following:
On January 20, 2010, the Reporting Persons and the Issuer entered into an
agreement (a copy of which is attached hereto as Exhibit I and incorporated
herein by reference) relating to the nomination of directors at the Issuer's
2010 Annual Meeting. See Item 4 for further detail.
Item 7. Material to be Filed as Exhibits
1 Agreement between the Reporting Persons and the Issuer dated as of January
20, 2010.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 21, 2010
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
ICAHN CAPITAL LP
IPH GP LLC
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Vincent J. Intrieri
------------------------
Name: Vincent J. Intrieri
Title: Authorized Signatory
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Schedule 13D Amendment No. 1 -
Take-Two Interactive Software, Inc.]