SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
Take-Two Interactive Software, Inc.
-----------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
874054109
---------
(CUSIP Number)
December 31, 2005
-----------------
(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 & 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 -0-
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 6,371,155
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
6,371,255
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,371,255
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
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 -0-
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 4,276,889
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
4,276,889
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,276,889
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
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 -0-
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 6,371,155
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
6,371,255
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,371,255
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
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 & 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 & 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 December 31, 2005:
(a) Amount beneficially owned:
D. E. Shaw & Co., L.P.: 6,371,255 shares
This is composed of (i) 1,901,616 shares in
the name of D. E. Shaw Valence Portfolios,
L.L.C., (ii) 192,650 shares that D. E. Shaw
Valence, L.L.C. has the right to acquire
through the exercise of listed call options,
(iii) 1,382,822 shares in the name of
D. E. Shaw Oculus Portfolios, L.L.C., (iv)
2,894,067 shares in the name of
D. E. Shaw Meniscus Portfolios, L.L.C., and
(v) 100 shares under the management of
D. E. Shaw Investment Management, L.L.C.
D. E. Shaw & Co., L.L.C.: 4,276,889 shares
This is composed of (i) 1,382,822 shares in
the name of D. E. Shaw Oculus Portfolios,
L.L.C. and (ii) 2,894,067 shares in the name
of D. E. Shaw Meniscus Portfolios, L.L.C.
David E. Shaw: 6,371,255 shares
This is composed of (i) 1,901,616 shares in
the name of D. E. Shaw Valence Portfolios,
L.L.C., (ii) 192,650 shares that D. E. Shaw
Valence, L.L.C. has the right to acquire
through the exercise of listed call options,
(iii) 1,382,822 shares in the name of
D. E. Shaw Oculus Portfolios, L.L.C., (iv)
2,894,067 shares in the name of
D. E. Shaw Meniscus Portfolios, L.L.C., and
(v) 100 shares under the management of
D. E. Shaw Investment Management, L.L.C.
(b) Percent of class:
D. E. Shaw & Co., L.P.: 8.9%
D. E. Shaw & Co., L.L.C.: 6.0%
David E. Shaw: 8.9%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
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 & Co., L.P.: 6,371,155 shares
D. E. Shaw & Co., L.L.C.: 4,276,889 shares
David E. Shaw: 6,371,155 shares
(iii) Sole power to dispose or to direct the disposition of:
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 & Co., L.P.: 6,371,255 shares
D. E. Shaw & Co., L.L.C.: 4,276,889 shares
David E. Shaw: 6,371,255 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 Valance, L.L.C. and D. E. Shaw Investment
Management, L.L.C., and the investment adviser of D. E. Shaw Oculus Portfolios,
L.L.C. and D. E. Shaw Meniscus 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. and D. E. Shaw Meniscus
Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote
or direct the vote of 6,371,155 shares, and the shared power to dispose or
direct the disposition of 6,371,255 shares, the 6,371,255 shares as described
above constituting 8.9% 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 6,371,255 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 & 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 Julius Gaudio, are attached hereto.
Dated: February 14, 2006
D. E. Shaw & Co., L.P.
By: /s/ Julius Gaudio
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Julius Gaudio
Managing Director
D. E. Shaw & Co., L.L.C.
By: /s/ Julius Gaudio
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Julius Gaudio
Managing Director
David E. Shaw
By: /s/ Julius Gaudio
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Julius Gaudio
Attorney-in-Fact for David E. Shaw