SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
Electronics Boutique Holdings Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
286045109
(CUSIP Number)
Merrill R. Steiner, Esq.
Stradley Ronon Stevens & Young LLP
2600 One Commerce Square
Philadelphia, Pennsylvania19103
(215) 564-8039
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, 2005
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ X ]
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.
(Continued on following pages)
(Page 1 of 21 Pages)
*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 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. 286045109 13D Page 2 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
The Group is comprised of the following persons:
1. James J. Kim
2. Agnes C. Kim
3. Susan Y. Kim
4. David D. Kim, as Trustee
5. John T. Kim, as Trustee
6. Susan Y. Kim, as Trustee
7. David D. Kim Trust of 12/31/87
8. John T. Kim Trust of 12/31/87
9. Susan Y. Kim Trust of 12/31/87
10. EB Nevada, Inc.
11. The Electronics Boutique, Inc.
12. EB Services Corp.
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Not applicable; not organized
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power Not applicable
Person With
8. Shared Voting Power 11,843,368 shares, or 47.8%
of the common stock outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 11,843,368 shares, or 47.8%
of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,843,368 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 47.8% of the common stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 286045109 13D Page 3 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
James J. Kim
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power 260,894 shares, or 1.1% of the common stock outstanding
Person With
8. Shared Voting Power 11,569,101 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power 260,894 shares, or 1.1% of the common stock outstanding
10. Shared Dispositive Power 11,569,101 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,829,995 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 47.8% of the common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 286045109 13D Page 4 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Agnes C. Kim
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power Not applicable
Person With
8. Shared Voting Power 11,569,100 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 11,569,100 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,569,100 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46.7% of the common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 286045109 13D Page 5 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Susan Y. Kim
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each 7. Sole Voting Power 13,334 shares, or less than 0.1% of the common stock outstanding
Reporting
Person With
8. Shared Voting Power 11,569,100 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power 13,334 shares, or less than 0.1% of the common stock
outstanding
10. Shared Dispositive Power 11,569,100 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,582,434 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46.8% of the common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 286045109 13D Page 6 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David D. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each 7. Sole Voting Power 13 shares, or less than 0.1% of the common stock
Reporting outstanding
Person With
8. Shared Voting Power 11,569,100 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power 13 shares, or less than 0.1% of the common stock outstanding
10. Shared Dispositive Power 11,569,100 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,569,113 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46.7% of the common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 286045109 13D Page 7 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
John T. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each 7. Sole Voting Power 13 shares, or less than 0.1% of the common stock
Reporting outstanding
Person With
8. Shared Voting Power 11,569,100 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power 13 shares, or less than 0.1% of the common stock outstanding
10. Shared Dispositive Power 11,569,100 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,569,113 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46.7% of the common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 286045109 13D Page 8 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Susan Y. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each 7. Sole Voting Power 13 shares, or less than 0.1% of the common stock
Reporting outstanding
Person With
8. Shared Voting Power 11,569,100 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power 13 shares, or less than 0.1% of the common stock outstanding
10. Shared Dispositive Power 11,569,100 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,569,113 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46.7% of the common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 286045109 13D Page 9 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David D. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of
Shares
Beneficially
Owned by
Each 7. Sole Voting Power 13 shares, or less than 0.1% of the common stock
Reporting outstanding
Person With
8. Shared Voting Power 11,569,100 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power 13 shares, or less than 0.1% of the common stock outstanding
10. Shared Dispositive Power 11,569,100 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,569,113 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46.7% of the common stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 286045109 13D Page 10 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
John T. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of
Shares
Beneficially
Owned by
Each 7. Sole Voting Power 13 shares, or less than 0.1% of the common stock
Reporting outstanding
Person With
8. Shared Voting Power 11,569,100 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power 13 shares, or less than 0.1% of the common stock outstanding
10. Shared Dispositive Power 11,569,100 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,569,113 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46.7% of the common stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 286045109 13D Page 11 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Susan Y. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of
Shares
Beneficially
Owned by
Each 7. Sole Voting Power 13 shares, or less than 0.1% of the common stock
Reporting outstanding
Person With
8. Shared Voting Power 11,569,100 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power 13 shares, or less than 0.1% of the common stock outstanding
10. Shared Dispositive Power 11,569,100 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,569,113 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46.7% of the common stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 286045109 13D Page 12 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
EB Nevada, Inc.
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the State of Nevada
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power Not applicable
Person With
8. Shared Voting Power 11,569,100 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 11,569,100 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,569,100 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46.7% of the common stock outstanding
14. Type of Reporting Person* CO
CUSIP No. 286045109 13D Page 13 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
The Electronics Boutique, Inc.
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power Not applicable
Person With
8. Shared Voting Power 11,569,100 shares, or 46.7% of the common stock outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 11,569,100 shares, or 46.7% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,569,100 shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46.7% of the common stock outstanding
14. Type of Reporting Person* CO
CUSIP No. 286045109 13D Page 14 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
EB Services Corp.
2. Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power Not applicable
Person With
8. Shared Voting Power 1 share, or less than 0.1% of the common stock outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 1 share, or less than 0.1% of the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1 share of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) Less than 0.1% of the common stock outstanding
14. Type of Reporting Person* CO
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the shares
of common stock, par value $0.01 per share ("Common Stock"), of Electronics
Boutique Holding Corp., a Delaware corporation (the "Company"), with its
principal place of business at 931 South Matlack Street, West Chester,
Pennsylvania, 19382.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by a group consisting of James J. Kim,
Agnes C. Kim, Susan Y. Kim, David D. Kim, as Trustee, John T. Kim, as Trustee,
Susan Y. Kim, as Trustee (the "Kim Family"), David D. Kim Trust of 12/31/87,
John T. Kim Trust of 12/31/87, Susan Y. Kim Trust of 12/31/87 (the "Kim
Trusts"), EB Nevada, Inc., a Nevada corporation, The Electronics Boutique, Inc.,
a Pennsylvania corporation, and EB Services Corp., a Pennsylvania corporation
(the "Kim Companies" and together with the Kim Family and the Kim Trusts, the
"Reporting Persons"). Attached as Schedule I hereto and incorporated herein by
reference is a list containing the (a) name, (b) citizenship, (c) present
principal occupation or employment, and (d) the name, principal business, and
address of any corporation or other organization in which such employment is
conducted, of each director and executive officer of each of the Kim Companies.
(b) The principal business address for the Kim Family and the Kim Trusts is
1345 Enterprise Drive, West Chester, Pennsylvania, 19380. The principal business
address for EB Nevada, Inc. is 2251A Renaissance Drive, Suite 4, Las Vegas,
Nevada, 89119. The business address for The Electronics Boutique, Inc. and EB
Services Corp. is 931 South Matlack Street, West Chester, Pennsylvania, 19382.
(c) Attached as Schedule II hereto and incorporated herein by reference is
a list containing (a) the present principal occupation or employment and (b) the
name, principal business, and address of any corporation or other organization
in which such employment is conducted, of each member of the Kim Family. The
principal business of the Kim Trusts is purchasing, holding, and selling
securities and other assets for investment purposes. The principal business of
the EB Nevada, Inc. is purchasing, holding, and selling securities of the
Company for investment purposes. The principal business of The Electronics
Boutique, Inc. is purchasing, holding, and selling securities of EB Nevada, Inc.
for investment purposes. The principal business of EB Services Corp. is to serve
as the general partner of EB Services Company, LLP. EB Servics Corp. holds a 1%
ownership interest in EB Services Company, LLP.
(d) None of the Reporting Persons has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future state
securities laws or finding any violation with respect to such laws.
(e) To the knowledge of the Reporting Persons, during the last five years,
none of the directors or officers of the Kim Companies has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) For each Reporting Person, the response to Row 6 on the cover page,
indicating the citizenship or place of organization of such person, is
incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares being reported on this Schedule 13D were previously reported on
a Schedule 13G except for certain options to purchase shares of Common Stock of
the Company which recently became exercisable by Susan Y. Kim. In view of the
transactions described in Item 4 below, the ownership of the shares of Common
Stock is no longer being reported on Schedule 13G.
Item 4. Purpose of Transaction.
This Schedule 13D relates to a voting agreement (the "Voting Agreement")
entered into by and among EB Nevada, Inc. and James J. Kim (together, the
"Stockholders"), GameStop Corp. ("GameStop") and the Company in connection with
the execution of an Agreement and Plan of Merger (the "Merger Agreement") among
the Company, GameStop, GameStop, Inc., a Minnesota corporation, GSC Holdings
Corp., a Delaware corporation and wholly-owned subsidiary of GameStop, Inc.
("Holdco"), Cowboy Subsidiary LLC, a Delaware limited liability company and
wholly-owned subsidiary of Holdco ("GameStop Merger Sub"), Eagle Subsidiary LLC,
a Delaware limited liability company and wholly-owned subsidiary of Holdco ("EB
Merger Sub" and, together with GameStop Merger Sub, the "Merger Subs") providing
for a business combination whereby (i) GameStop, Inc. formed Holdco, (ii)
GameStop Merger Sub will merge into GameStop (the "GameStop Merger") with
GameStop as the surviving corporation and (iii) EB Merger Sub will merge into
the Company (the "EB Merger" and, together with the GameStop Merger, the
"Mergers") with the Company as the surviving corporation and the Company and
GameStop will become direct wholly-owned subsidiaries of Holdco.
At the Effective Time (as defined in the Merger Agreement), the Company
stockholders will be entitled to receive in exchange for each share of Common
Stock (i) $38.15 in cash without interest and (ii) .78795 shares of Holdco Class
A Common Stock. The GameStop stockholders will be entitled to receive in
exchange for each share of Class A Common Stock of GameStop, one share of Holdco
Class A Common Stock and for each share of Class B Common Stock of GameStop, one
share of Holdco Class B Common Stock.
At the Effective Time, the board of directors of Holdco will be comprised
of at least nine directors and will include James J. Kim.
Pursuant to the Voting Agreement, the Stockholders have agreed to vote the
shares of Common Stock beneficially owned by the Stockholders in favor of the
adoption of the Merger Agreement. In addition, the Stockholders have agreed to
vote against any proposal (i) in opposition to adoption of the Merger Agreement
or in competition or inconsistent with the Company Merger or any transaction
contemplated by the Merger Agreement, (ii) any Company Takeover Proposal (as
defined in the Merger Agreement), (iii) any change in the management or board of
directors of the Company (other than as contemplated by the Merger Agreement)
and (iv) any action or agreement that would result in a breach of any
representation, warranty, covenant or agreement or any other obligation of the
Company under the Merger Agreement or of such Stockholder under the Voting
Agreement. The obligation of the Stockholders to vote their Shares in the
foregoing manner is subject to limitation if the board of directors of the
Company changes its recommendation with respect to the adoption of the Merger
Agreement in fulfillment of its fiduciary duties, in which case only a number of
shares equal to one-third of the outstanding shares of the Company's common
stock would be required to be so voted, with the remaining shares being required
to be voted pro rata with all other shares of Common Stock not beneficially
owned by the Stockholders. The Stockholders have also agreed that they will not
directly or indirectly, sell, transfer, assign, pledge, encumber or otherwise
dispose of any Common Stock, or any interest therein, or any other securities
convertible into or exchangeable for Common Stock (including derivative
securities), or any voting rights with respect thereto or enter into any
contract, option or other arrangement or understanding with respect thereto
(including any voting trust or agreement and the granting of any proxy) other
than (a) pursuant to the Mergers, (b) encumbrances imposed by margin accounts
maintained by each Stockholder or pledges to investment banks or other third
party lenders and any other transfers resulting therefrom, (c) transfers to
family members of any Stockholder, (d) transfers by operation of law, by will or
pursuant to the laws of descent or distribution, or (e) with the prior written
consent of GameStop.
Pursuant to the Voting Agreement, the Stockholders have appointed R.
Richard Fontaine and Daniel A. DeMatteo as their proxy to vote all of their
shares of Common Stock at any annual or special meeting of the stockholders (a)
in favor of the adoption of the Merger Agreement and (b) against any action
referred to in clauses (i) through (iv) in the paragraph above.
The Voting Agreement terminates after the earlier of (a) the termination of
the Merger Agreement in accordance with its terms or (b) the day following the
Effective Time (as defined in the Merger Agreement).
The descriptions of the Merger Agreement and Voting Agreement contained in
this Schedule 13D are qualified in their entirety by reference to such
agreements, copies of which are included as Exhibit 1 and Exhibit 2 to this
Schedule 13D, respectively, and are incorporated by reference herein.
Item 5. Interest in Securities of the Company.
(a) For each Reporting Person, the response to Row 11 on the cover page,
indicating the aggregate number and percentage of shares of Common Stock
beneficially owned by each Reporting Person, is incorporated herein by
reference. The ownership percentages were calculated based on 24,766,479
outstanding shares of Common Stock as of April 17, 2005. Each Reporting Person
states that the filing of this Schedule 13D shall not be construed as an
admission that such Reporting Person is, for the purposes of Section 13(d) or
13(g) of the Securities Act of 1933, as amended, the beneficial owner of the
shares of Common Stock reported as beneficially owned by the other Reporting
Persons in this Schedule 13D.
(b) For each Reporting Person, the response to Row 7 on the cover page,
indicating the number of shares as to which such person has the sole power to
vote or to direct the vote, is incorporated herein by reference.
For each Reporting Person, the response to Row 8 on the cover page,
indicating the aggregate number of shares as to which such person has shared
power to vote or to direct the vote, is incorporated herein by reference.
For each Reporting Person, the response to Row 9 on the cover page,
indicating the number of shares as to which such person has the sole power to
dispose or to direct the disposition, is incorporated herein by reference.
For each Reporting Person, the response to Row 10 on the cover page,
indicating the number of shares as to which such person has the shared power to
vote or to direct the vote, is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Company.
The matters set forth in Item 4 above are incorporated in this Item 6 by
reference as if fully set forth herein. In addition, EB Nevada, Inc. is a
wholly-owned subsidiary of The Electronics Boutique, Inc., all of the
outstanding capital stock of which is owned by James J. Kim and Agnes C. Kim
(the parents of Susan Y. Kim, John T. Kim and David D. Kim) and the Kim Trusts,
which are the David D. Kim Trust of December 31, 1987, the John T. Kim Trust of
December 31, 1987 and the Susan Y. Kim Trust of December 31, 1987. David D. Kim
is the trustee of the David D. Kim Trust of December 31, 1987, Susan Y. Kim is
the trustee of the Susan Y. Kim Trust of December 31, 1987 and John T. Kim is
the trustee of the John T. Kim Trust of December 31, 1987. The trust agreement
for each of these trusts authorizes the trustees of the trusts to vote the
shares of Common Stock of the Company held by them, in their discretion, in
concert with James Kim's family.
Item 7. Material Filed as Exhibits.
1. Agreement and Plan of Merger, dated as of April 17, 2005, among
GameStop Corp., Electronics Boutique Holdings Corp., GameStop, Inc.,
GSC Holdings Corp., Cowboy Subsidiary LLC and Eagle Subsidiary LLC
(incorporated by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K dated April 17, 2005).
2. Voting Agreement and Irrevocable Proxy, dated as of April 17, 2005, by
and among EB Nevada, Inc., James J. Kim, GameStop Corp. and
Electronics Boutique Holdings Corp. (incorporated by reference to
Exhibit 9.1 to the Company's Current Report on Form 8-K dated April17, 2005).
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 27, 2005
/s/ James J. Kim*
_____________________________ April 27, 2005James J. Kim
/s/ Agnes C. Kim*
_____________________________ April 27, 2005Agnes C. Kim
/s/ Susan Y. Kim*
_____________________________ April 27, 2005Susan Y. Kim
/s/ David D. Kim*
_____________________________ April 27, 2005David D. Kim, as Trustee
/s/ John T. Kim*
_____________________________ April 27, 2005John T. Kim, as Trustee
/s/ Susan Y. Kim*
_____________________________ April 27, 2005Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
By: /s/ David D. Kim*
______________________ April 27, 2005David D. Kim, as Trustee
John T. Kim Trust of 12/31/87
By: /s/ John T. Kim*
______________________ April 27, 2005John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87
By: /s/ Susan Y. Kim*
______________________ April 27, 2005Susan Y. Kim, as Trustee
EB Nevada, Inc.
By: /s/ Susan Y. Kim*
______________________ April 27, 2005
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc.
By: /s/ Memma S. Kilgannon
______________________ April 27, 2005
Name: Memma S. Kilgannon
Title: Assistant Secretary
EB Services Corp.
By: /s/ Susan Y. Kim*
______________________ April 27, 2005
Name: Susan Y. Kim
Title: Treasurer
/s/Memma S. Kilgannon
_______________________________________ April 27, 2005
*Memma S. Kilgannon, as attorney in fact
for each reporting person indicated, pursuant to
powers-of attorney previously filed with the
Securities and Exchange Commission
Schedule I
Directors and Executive Officers
EB NEVADA, INC.
------------------- --------------------------- --------------- ------------------------------------------------------
Name Title Citizenship Principal Occupation or Employment (including name,
principal business, and address of any corporation
or other organization in which such employment is
conducted)
------------------- --------------------------- --------------- ------------------------------------------------------
James J. Kim Director, President & United States Chairman of the Board, Electronics Boutique Holdings
Chief Executive Officer Corp.; Chairman of the Board and Chief Executive
Officer, Amkor Technology, Inc., 1345 Enterprise
Drive, West Chester, PA 19380-596;
President and Director, EB Services Corp.;
President, The Electronics Boutique, Inc.; and
President and Director, EB Nevada, Inc.
------------------- --------------------------- --------------- ------------------------------------------------------
Susan Y. Kim Director, Senior Vice United States Director, Electronics Boutique Holdings Corp.;
President, Chief Treasurer, EB Services Corp.; Treasurer, The
Financial Officer, Electronics Boutique, Inc.; and Director, Secretary
Secretary & Treasurer and Treasurer, EB Nevada, Inc.
------------------- --------------------------- --------------- ------------------------------------------------------
Agnes C. Kim Director United States Director, EB Nevada, Inc.; Director, The Electronics
Boutique, Inc.
------------------- --------------------------- --------------- ------------------------------------------------------
THE ELECTRONICS BOUTIQUE, INC.
--------------------- ------------------- -------------------- -------------------------------------------------------
Name Title Citizenship Principal Occupation or Employment (including name,
principal business, and address of any corporation or
other organization in which such employment is
conducted)
--------------------- ------------------- -------------------- -------------------------------------------------------
James J. Kim President United States Chairman of the Board, Electronics Boutique Holdings
Corp.; Chairman of the Board and Chief Executive
Officer, Amkor Technology, Inc., 1345 Enterprise
Drive, West Chester, PA 19380-596;
President and Director, EB Services Corp.; President,
The Electronics Boutique, Inc.; and President and
Director, EB Nevada, Inc.
--------------------- ------------------- -------------------- -------------------------------------------------------
Susan Y. Kim Treasurer United States Director, Electronics Boutique Holdings Corp.;
Treasurer, EB Services Corp.; Treasurer, The
Electronics Boutique, Inc.; and Director, Secretary
and Treasurer, EB Nevada, Inc.
--------------------- ------------------- -------------------- -------------------------------------------------------
Memma Kilgannon Assistant United States Assistant Secretary, The Electronics Boutique, Inc.; and
Secretary Assistant Secretary, EB Services Corporation.
--------------------- ------------------- -------------------- -------------------------------------------------------
Agnes C. Kim Director United States Director, EB Nevada, Inc.; and Director, The
Electronics Boutique, Inc.
--------------------- ------------------- -------------------- -------------------------------------------------------
EB SERVICES CORP.
--------------------- ------------------- ------------------ ---------------------------------------------------------
Name Title Citizenship Principal Occupation or Employment (including name,
principal business, and address of any corporation or
other organization in which such employment is
conducted)
--------------------- ------------------- ------------------ ---------------------------------------------------------
James J. Kim President and United States Chairman of the Board, Electronics Boutique Holdings
Director Corp.; Chairman of the Board and Chief Executive
Officer, Amkor Technology, Inc., 1345 Enterprise Drive,
West Chester, PA 19380-596;
President and Director, EB Services Corp.; President,
The Electronics Boutique, Inc.; and President and
Director, EB Nevada, Inc.
--------------------- ------------------- ------------------ ---------------------------------------------------------
Susan Y. Kim Treasurer United States Director, Electronics Boutique Holdings Company, Inc.;
Treasurer, EB Services Corp.; Treasurer, The
Electronics Boutique, Inc.; and Director, Secretary and
Treasurer, EB Nevada, Inc.
--------------------- ------------------- ------------------ ---------------------------------------------------------
Memma Kilgannon Assistant United States Assistant Secretary, The Electronics Boutique, Inc.; and
Secretary Assistant Secretary, EB Services Corporation.
--------------------- ------------------- ------------------ ---------------------------------------------------------
Schedule II
Kim Family
--------------------- ------------------------------------------------------------------------------------------------
Name Principal Occupation or Employment (including name, principal business, and address of any
corporation or other organization in which such employment is conducted)
--------------------- ------------------------------------------------------------------------------------------------
James J. Kim Chairman of the Board, Electronics Boutique Holdings Corp.; Chairman of the Board and Chief
Executive Officer, Amkor Technology, Inc., 1345 Enterprise Drive, West Chester, PA 19380-596;
President and Director, EB Services Corp.; President, The Electronics Boutique, Inc.; and
President and Director, EB Nevada, Inc.
--------------------- ------------------------------------------------------------------------------------------------
Agnes C. Kim Director, EB Nevada, Inc.; Director, The Electronics Boutique, Inc.
--------------------- ------------------------------------------------------------------------------------------------
Susan Y. Kim Director, Electronics Boutique Holdings Corp.; Treasurer, EB Services Corp.; Treasurer, The
Electronics Boutique, Inc.; and Director, Secretary and Treasurer, EB Nevada, Inc.
--------------------- ------------------------------------------------------------------------------------------------
David D. Kim Private Investor, 569 Portlock Road, Honolulu, HI96825
--------------------- ------------------------------------------------------------------------------------------------
John T. Kim Director of Corporate Development, Amkor Technology, Inc., 1900 S. Price Road, Chandler, AZ85248.
--------------------- ------------------------------------------------------------------------------------------------
Dates Referenced Herein and Documents Incorporated by Reference
