SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. |
|
(Name of Subject Company) |
|
|
|
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. |
|
(Name of Person Filing Statement) |
|
|
|
|
|
COMMON STOCK, PAR VALUE $0.01 PER SHARE |
|
(Title of Class of Securities) |
|
|
|
|
|
874054109 |
|
(CUSIP Number of Class of Securities) |
Ben Feder
Chief Executive Officer
Take-Two Interactive Software, Inc.
622 Broadway
New York, NY 10012
(646) 536-2842
(Name, address and telephone number of person
authorized to receive
notices and communications on behalf of the person filing statement)
Copies to:
|
Seth D.
Krauss, Esq. |
|
Ori Solomon, Esq.
|
|
o |
Check
the box if the filing relates to preliminary communications made before the |
This Amendment No. 2 to Schedule 14D-9 amends and supplements the Schedule 14D-9, as amended by Amendment No. 1 thereto (the “Schedule 14D-9”), previously filed by Take-Two Interactive Software, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on March 26, 2008, relating to the tender offer commenced by EA08 Acquisition Corp. (“Purchaser”), a Delaware corporation and wholly owned subsidiary of Electronic Arts Inc., a Delaware corporation, to acquire all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Shares”) at a purchase price of $26.00 net per Share in cash without interest, upon the terms and conditions set forth in the Offer to Purchase dated March 13, 2008 and in the related Letter of Transmittal contained in the Schedule TO filed by Purchaser with the SEC on March 13, 2008. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
ITEM 9. EXHIBITS
Item 9 is hereby amended and supplemented by adding the following thereto:
|
Exhibit No. |
|
Description |
|
(a)(7) |
|
Email to Take-Two Interactive Software, Inc. employees dated March 26, 2008 |
|
|
|
|
|
(a)(8) |
|
Transcript of Take-Two Interactive Software, Inc.’s presentation at Bank of America 2008 Smid Cap Conference, March 26, 2008 |
SIGNATURE
After due 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.
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By |
/s/ Daniel P. Emerson |
|
|
|
Daniel P. Emerson |
|
|
|
Vice President, Associate General Counsel and Secretary |
Dated: March 27, 2008
INDEX TO EXHIBITS
|
Exhibit No. |
|
Description |
|
(a)(7) |
|
Email to Take-Two Interactive Software, Inc. employees dated March 26, 2008 |
|
|
|
|
|
(a)(8) |
|
Transcript of Take-Two Interactive Software, Inc.’s presentation at Bank of America 2008 Smid Cap Conference, March 26, 2008 |