CHECK POINT SOFTWARE TECHNOLOGIES LTD — Major Shareholding Notification 1999

Feb 16, 1999

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __ SCHEDULE 13G (Rule 13d-102) __ INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Check Point Software Technologies Ltd. (Name of Issuer) Ordinary Shares, Nominal Value NIS .01 (Title of Class of Securities) M22465104 (CUSIP Number) December 31, 1998 (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) __ * 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). Schedule 13G/A PAGE 4 OF 12 CUSIP No. M22465104 ___________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vinik Asset Management, L.P. ___________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] ___________ (3) SEC USE ONLY ___________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________ BENEFICIALLY (6) SHARED VOTING POWER 13,900 OWNED BY ________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ________ PERSON WITH (8) SHARED DISPOSITIVE POWER 13,900 ___________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,900 ___________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ___________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% ___________ (12) TYPE OF REPORTING PERSON PN ___________ Schedule 13G/A PAGE 5 OF 12 CUSIP No. M22465104 ___________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jeffrey N. Vinik ___________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] ___________ (3) SEC USE ONLY ___________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States ___________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________ BENEFICIALLY (6) SHARED VOTING POWER 25,000 OWNED BY ________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ________ PERSON WITH (8) SHARED DISPOSITIVE POWER 25,000 ___________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 ___________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ___________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% ___________ (12) TYPE OF REPORTING PERSON IN ______________ Schedule 13G/A PAGE 10 OF 12 Vinik Overseas Fund, Ltd. ("Vinik Overseas") is a party to an investment management agreement with VAM LP pursuant to which VAM LP has investment authority with respect to securities held in such account. Such authority includes the power to dispose of and the power to vote securities held in such account. Such power may be exercised by VAM LP's general partner, VAM LLC. Neither VAM LP nor VAM LLC owns directly any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, VAM LP and VAM LLC may each be deemed to own beneficially shares held by Vinik Overseas. C. Jeffrey N. Vinik, Michael S. Gordon and Mark D. Hostetter (a) Amount beneficially owned: 25,000 (b) Percent of class: 0.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 25,000 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 25,000 Mr. Vinik, as the senior managing member of VGH and VAM LLC, and Messrs. Gordon and Hostetter, as managing members thereof, have shared power to dispose of and shared power to vote the Common Stock beneficially owned by VGH and VAM LLC. None of Messrs. Vinik, Gordon and Hostetter directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by Vinik Partners and by Vinik Overseas. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [x]. Schedule 13G/A PAGE 11 OF 12 ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) By signing below each Reporting Person certify that, to the best of its 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 not held in connection with or as a participant in any transaction having that purpose or effect. Schedule 13G/A PAGE 12 OF 12 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 16, 1999 /s/ Jeffrey N. Vinik, JEFFREY N. VINIK, individually, as senior managing member of VGH Partners, L.L.C., on behalf of VINIK PARTNERS, L.P., as senior managing member of Vinik Asset Management, L.L.C., on behalf of VINIK ASSET MANAGEMENT, L.P., as senior managing member of VGH PARTNERS, L.L.C. and of VINIK ASSET MANAGEMENT, L.L.C. /s/ Michael S. Gordon, individually MICHAEL S. GORDON /s/ Mark D. Hostetter, individually MARK D. HOSTETTER