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GameStop Corp · S-4 · On 5/23/05

Filed On 5/23/05 5:15pm ET · SEC File 333-125161 · Accession Number 950123-5-6637

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 5/23/05  GameStop Corp                     S-4                   16:375                                    950123

Registration of Securities Issued in a Business-Combination Transaction · Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML  2,150K 
                          Business-Combination Transaction                       
 2: EX-3.1      Certificate of Incorporation of Holdco                 4     16K 
 3: EX-3.3      Bylaws of Holdco                                      11     55K 
 4: EX-10.4     Senior Facility Commitment Letter                     23    100K 
 5: EX-10.5     Commitment Letter                                     21     87K 
 6: EX-23.1     Consent of Bdo Seidman Llp                             1      8K 
 7: EX-23.2     Consent of Kpmg Llp                                    1      8K 
 8: EX-99.1     Consent of Citigroup Global Markets Inc                1      8K 
 9: EX-99.2     Consent of Merrill Lynch & Co.                         1      8K 
10: EX-99.3     Consent of Peter J. Solomon Company L.P.               1     10K 
11: EX-99.4     Consent of Leonard Riggio                              1      7K 
12: EX-99.5     Consent of Michael N. Rosen                            1      7K 
13: EX-99.6     Consent of Stephanie M. Shern                          1      7K 
14: EX-99.7     Consent of Gerald R. Szczepanksi                       1      7K 
15: EX-99.8     Consent of Edward a . Volkwein                         1      7K 
16: EX-99.9     Consent of James J. Kim                                1      7K

S-4 · Registration of Securities Issued in a Business-Combination Transaction

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S-4

As filed with the Securities and Exchange Commission on May 23, 2005

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GSC HOLDINGS CORP.

(Exact name of Registrant as specified in its charter)


Delaware	5734	20-2733559
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)


c/o GameStop Corp. 625 Westport Parkway Grapevine, Texas 76051 (817) 424-2000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		R. Richard Fontaine c/o GameStop Corp. 625 Westport Parkway Grapevine, Texas 76051 (817) 424-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Michael N. Rosen	Jeffrey W. Griffiths	Leonard M. Klehr
Jay M. Dorman	Electronics Boutique	William W. Matthews, III
Bryan Cave LLP	Holdings Corp.	Klehr, Harrison, Harvey, Branzburg &
1290 Avenue of the Americas	931 South Matlack Street	Ellers LLP
New York, New York 10104	West Chester, Pennsylvania 19382	260 South Broad Street
(212) 541-2000	(610) 430-8100	Philadelphia, Pennsylvania 19102
		(215) 568-6060

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed mergers described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement-prospectus is not complete and may be changed. We may not sell the securities offered by this joint proxy statement-prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement-prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Amount of

Title of Each Class of

Amount

Offering

Aggregate

Registration

Securities to be Registered

to be Registered(1)

Price per Share(2)

Offering Price(2)

Fee(3)

Class A common stock, par value $0.001 per share(4)

53,926,126

Not Applicable

$2,054,845,745

$241,856

Class B common stock, par value $0.001 per share(4)

29,901,662


(1)	The number of shares of Class A common stock, par value $0.001 per share, of the registrant (“Holdco Class A common stock”) being registered is based upon the sum of (i) the product obtained by multiplying (x) 34,396,656 shares of Class A common stock, par value $0.001 per share, of GameStop Corp. (“GameStop Class A common stock”) estimated to be outstanding immediately prior to the GameStop merger (including 12,964,858 shares issuable pursuant to options estimated to be outstanding on that date) by (y) the exchange ratio of 1.0, plus (ii) the product obtained by multiplying (a) 24,785,164 shares of common stock, par value $0.01 per share, of Electronics Boutique Holdings Corp. (“EB common stock”) estimated to be outstanding immediately prior to the EB merger, by (b) the exchange ratio of 0.78795. The number of shares of Class B common stock, par value $0.001 per share, of the registrant (“Holdco Class B common stock”) being registered is based upon the sum of the product obtained by multiplying (x) 29,901,662 shares of Class B common stock, par value $0.001 per share, of GameStop Corp. (“GameStop Class B common stock”) estimated to be outstanding immediately prior to the GameStop merger by (y) the exchange ratio of 1.0.

(2)	Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is the sum of (i) the product obtained by multiplying (x) $25.61 (the average of the high and low prices of GameStop Class A common stock on May 16, 2005), by (y) 34,396,656 shares of GameStop Class A common stock (estimated number of shares of GameStop Class A common stock to be cancelled in the GameStop merger), plus (ii) the product obtained by multiplying (x) $24.39 (the average of the high and low prices of GameStop Class B common stock on May 16, 2005), by (y) 29,901,662 shares of GameStop Class B common stock (estimated number of shares of GameStop Class B common stock to be cancelled in the GameStop merger), plus (iii) the product obtained by multiplying (a) $56.09 (the average of the high and low prices of EB common stock on May 16, 2005), by (b) 24,785,164 shares of EB common stock (estimated number of shares of EB common stock to be cancelled in the EB merger), minus (iii) $945,554,000 (the estimated amount of cash to be paid by the registrant to EB’s stockholders in the EB merger).

(3)	Calculated by multiplying the estimated aggregate offering price of securities to be registered by .00011770.

(4)	Each holder of GameStop Class A common stock is entitled to one vote for each share of GameStop Class A common stock, and each holder of GameStop Class B common stock is entitled to ten votes for each share of GameStop Class B common stock, held on all matters properly submitted to the GameStop stockholders.

SUBJECT TO COMPLETION DATED MAY 23, 2005

TO THE STOCKHOLDERS OF

GAMESTOP CORP. AND

ELECTRONICS BOUTIQUE HOLDINGS CORP.

YOUR VOTE IS VERY IMPORTANT

GameStop Corp. (GameStop) and Electronics Boutique Holdings Corp. (EB) have entered into a merger agreement whereby separate subsidiaries of a newly formed holding company named GSC Holdings Corp. (Holdco) will be merged with and into GameStop and EB, respectively, and GameStop and EB will become wholly-owned subsidiaries of Holdco. Holdco will be renamed GameStop Corp. upon completion of the mergers. Holdco is expected to be one of the leading retailers of video games in the world, initially with approximately $3.8 billion in annual revenues and with approximately 4,000 retail stores in the United States, Puerto Rico, Guam, Australia, Canada, Denmark, Germany, Ireland, Italy, New Zealand, Northern Ireland, Norway and Sweden.

In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock that they own. In addition, GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own. Upon completion of the mergers, we estimate that Holdco will have outstanding approximately 41.0 million shares of Holdco Class A common stock and 29.9 million shares of Holdco Class B common stock and that EB’s former stockholders will own approximately 27.6%, or approximately 5.7% of the combined voting power, and former GameStop stockholders will own approximately 72.4%, or approximately 94.3% of the combined voting power, of the common stock of Holdco. We will apply for the Holdco Class A and Class B common stock to be quoted on the New York Stock Exchange (the NYSE) under the symbols “GME” and “GME.B,” respectively.

We will each hold an annual meeting of stockholders at which we will ask our respective common stockholders to adopt the merger agreement. Other business will also be considered at each of the annual meetings. Information about these meetings, the mergers and other business to be considered by GameStop and EB stockholders is contained in this joint proxy statement-prospectus. In particular, see “Risk Factors” beginning on page 16. We urge you to read this joint proxy statement-prospectus, and the documents incorporated by reference into this joint proxy statement-prospectus, carefully and in their entirety.

Whether or not you plan to attend your annual meeting, please vote as soon as possible to make sure that your shares are represented at that meeting. If you do not vote, it will have the same effect as voting against the adoption of the merger proposal.

After careful consideration each of our boards of directors has approved the merger agreement and has determined that the merger agreement and the mergers are advisable and in the best interests of the stockholders of GameStop and EB, respectively. Accordingly, the GameStop board of directors unanimously recommends that the GameStop stockholders vote:


	•	FOR the adoption of the merger agreement and the transactions contemplated thereby, including the GameStop merger, FOR the amendment to GameStop’s certificate of incorporation, and FOR the amendment to the GameStop Amended and Restated 2001 Incentive Plan,

	•	FOR the adoption of the Holdco 2005 Incentive Plan,

	•	FOR the election of the GameStop nominees for director named in this joint proxy statement-prospectus, and

	•	FOR the ratification of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006.

The EB board of directors unanimously recommends that the EB stockholders vote:


	•	FOR the adoption of the merger agreement and the transactions contemplated thereby, including the EB merger,

	•	FOR the adoption of the Holdco 2005 Incentive Plan,

	•	FOR the election of the EB nominees for director named in this joint proxy statement-prospectus, and

	•	FOR the ratification of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006.


R. Richard Fontaine		Jeffrey W. Griffiths
Chairman and Chief Executive Officer		President and Chief Executive Officer
GameStop Corp.		Electronics Boutique Holdings Corp.

Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of the securities to be issued in connection with the mergers or determined if this joint proxy statement-prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement-prospectus is dated , 2005, and is first being mailed to stockholders of GameStop and EB on or about , 2005.

ADDITIONAL INFORMATION

This joint proxy statement-prospectus incorporates important business and financial information about GameStop and EB from other documents that are not included in or delivered with this joint proxy statement-prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this joint proxy statement-prospectus through the SEC website at http://www.sec.gov or by requesting them in writing or by telephone at the appropriate address below:


if you are a GameStop stockholder:		if you are an EB stockholder:
By Mail:	GameStop Corp.	By Mail:	Electronics Boutique Holdings Corp.
	625 Westport Parkway		931 South Matlack Street
	Grapevine, Texas 76051		West Chester, Pennsylvania 19382
	Attention: Investor Relations		Attention: Investor Relations
By Telephone:	(817) 424-2000	By Telephone:	(610) 430-8100

IF YOU WOULD LIKE TO RECEIVE ANY DOCUMENTS, PLEASE MAKE YOUR REQUEST BY , 2005 IN ORDER TO RECEIVE THEM BEFORE YOUR ANNUAL MEETING.

See “Where You Can Find More Information” beginning on page 159.

VOTING ELECTRONICALLY OR

BY TELEPHONE

Stockholders of record of GameStop Class A common stock and GameStop Class B common stock at the close of business on , 2005, the record date for the GameStop annual meeting, may submit their proxies:


	•	through the Internet by visiting a website established for that purpose at http://www. and following the instructions; or

	•	by telephone by calling the toll-free number 800-491-3365 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions. GameStop stockholders calling from another country may call 212-440-9800 and follow the recorded instructions.

Stockholders of record of EB common stock at the close of business on , 2005, the record date for the EB annual meeting, may submit their proxies:


	•	through the Internet by visiting a website established for that purpose at http://www. and following the instructions; or

	•	by telephone by calling the toll-free number 800-267-4430 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions. EB stockholders calling from another country may call 212-440-9800 and follow the recorded instructions.

In order to vote via the telephone or the Internet, please have in front of you either your proxy card, or if you have consented to receive your materials electronically, your e-mail notification advising that materials are available on-line. A phone number and an Internet website address are contained on each of the documents. Upon entering either the phone number or the Internet website address, you will be instructed on how to proceed.

If a GameStop or EB stockholder holds shares registered in the name of a broker, bank or other nominee, that broker, bank or other nominee will enclose or provide a voting instruction card for use in directing that broker, bank or other nominee how to vote those shares.

iii

GAMESTOP CORP.

Notice of GameStop Annual Meeting of Stockholders

To Be Held , 2005

To the stockholders of GameStop:

An annual meeting of the stockholders of GameStop will be held at , on , 2005 at a.m., local time, for the following purposes:


	1. To consider and vote on a proposal to (i) adopt the Agreement and Plan of Merger, dated as of April 17, 2005, by and among GameStop, GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and EB, including the transactions contemplated thereby, including the GameStop merger, pursuant to which, among other things, separate subsidiaries of Holdco will be merged with and into GameStop and EB, (ii) approve the amendment to GameStop’s certificate of incorporation to provide for the payment of the GameStop merger consideration as contemplated by the merger agreement, and (iii) approve the amendment to the GameStop Amended and Restated 2001 Incentive Plan to provide for the issuance of Holdco Class A common stock under the plan. In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock that they own. In addition, GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement-prospectus.

	2. To consider and vote on the adoption of the Holdco 2005 Incentive Plan.

	3. To elect three members to GameStop’s board of directors.

	4. To ratify the appointment of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006.

	5. To transact such other business as may properly come before the GameStop annual meeting or any adjournment or postponement of the GameStop annual meeting.

The presence of a majority of the voting power of the shares of GameStop common stock entitled to vote at the GameStop annual meeting must be represented in person or by proxy at the GameStop annual meeting to constitute a quorum. The adoption of the merger agreement and the transactions contemplated thereby, including the GameStop merger, the approval of the amendment to GameStop’s certificate of incorporation and the amendment to the GameStop Amended and Restated 2001 Incentive Plan (collectively referred to herein as the merger proposal) requires the affirmative vote of a majority of the outstanding shares of GameStop Class A common stock, voting as a single class, and the affirmative vote of a majority of the outstanding shares GameStop Class A common stock and GameStop Class B common stock, voting together as a single class. The adoption of the Holdco 2005 Incentive Plan requires the affirmative vote of a majority of the voting power of GameStop common stock voting on the proposal in person or by proxy at the GameStop annual meeting. The three nominees for director receiving the highest vote totals will be elected as directors of GameStop to serve until the 2008 GameStop annual meeting of stockholders. The ratification of BDO Seidman, LLP as GameStop’s registered independent public accounting firm requires the affirmative vote of a majority of the voting power of GameStop common stock voting on the proposal in person or by proxy at the GameStop annual meeting. At the GameStop annual meeting, each holder of GameStop Class A common stock is entitled to one vote for each share of GameStop Class A common stock, and each holder of GameStop Class B common stock is entitled to ten votes for each share of GameStop Class B common stock, held as of the GameStop record date on all matters properly submitted to the GameStop stockholders.

Pursuant to a voting agreement with Leonard Riggio, a director of GameStop, and certain of his affiliates (referred to as the Riggio Group), the Riggio Group has agreed to vote their shares of GameStop Class A common stock and GameStop Class B common stock (collectively, GameStop common stock) in favor of the adoption of the merger proposal. As of , 2005, the GameStop record date, the Riggio Group owned approximately 5.3 million shares of GameStop Class B common stock, which represents approximately 16.4% of the combined voting power of all classes of GameStop’s voting stock. The Riggio Group also holds exercisable options to acquire 4,500,000 shares of GameStop Class A common stock. These options are not expected to be exercised prior to the GameStop record date and therefore the Riggio Group is not expected to have any voting power with respect to the GameStop Class A common stock.

The GameStop board of directors unanimously recommends that you vote


	•	FOR the adoption of the merger agreement and the transactions contemplated thereby, including the GameStop merger, FOR the amendment to GameStop’s certificate of incorporation, and FOR the amendment to the GameStop Amended and Restated 2001 Incentive Plan,

	•	FOR the adoption of the Holdco 2005 Incentive Plan,

	•	FOR the election of the GameStop nominees for director named in this joint proxy statement-prospectus, and

	•	FOR the ratification of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006.

Only GameStop stockholders of record at the close of business on , 2005 are entitled to notice of and to vote at the GameStop annual meeting and any adjournments or postponements thereof. To vote your shares, please complete and return the enclosed proxy card to GameStop or grant your proxy by telephone or through the Internet. You may also cast your vote in person at the GameStop annual meeting. Please vote promptly whether or not you expect to attend the GameStop annual meeting.


	By order of the GameStop board of directors,

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Grapevine, Texas

PLEASE VOTE YOUR SHARES PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT ANY OF THE PROPOSALS TO BE CONSIDERED AT THE GAMESTOP ANNUAL MEETING OR ABOUT VOTING YOUR SHARES, PLEASE CALL GEORGESON SHAREHOLDER COMMUNICATIONS, INC. TOLL-FREE AT 800-491-3365. BANKS AND BROKERS MAY CALL COLLECT AT 212-440-9800.

ELECTRONICS BOUTIQUE HOLDINGS CORP.

Notice of EB Annual Meeting of Stockholders

To Be Held , 2005

To the stockholders of EB:

An annual meeting of the stockholders of EB will be held at on at a.m., local time, for the following purposes:


	1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 17, 2005, by and among GameStop, GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and EB, including the transactions contemplated thereby, including the EB merger, pursuant to which, among other things, separate subsidiaries of Holdco will be merged with and into GameStop and EB. In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock that they own. In addition, GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement-prospectus.

	2. To consider and vote on the adoption of the Holdco 2005 Incentive Plan.

	3. To elect seven directors as EB’s board of directors.

	4. To consider and vote upon a proposal to ratify the appointment of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006.

	5. To transact such other business as may properly come before the EB annual meeting or any adjournment or postponement of the EB annual meeting.

The presence of a majority of the outstanding shares of EB common stock entitled to vote at the EB annual meeting must be represented in person or by proxy at the EB annual meeting to constitute a quorum. The adoption of the merger agreement and the transactions contemplated thereby, including the EB merger, requires the affirmative vote of a majority of the outstanding shares of EB common stock. The adoption of the Holdco 2005 Incentive Plan requires the affirmative vote of a majority of the outstanding shares of EB common stock voting on the proposal in person or by proxy at the EB annual meeting. The seven nominees for EB director receiving the highest vote totals will be elected as directors of EB to serve until the next EB annual meeting of stockholders or until their earlier resignation. The ratification of KPMG LLP as EB’s registered independent public accounting firm requires the affirmative vote of a majority of the outstanding shares of EB common stock voting on the proposal in person or by proxy at the EB annual meeting.

Pursuant to a voting agreement with certain stockholders affiliated with Mr. James J. Kim, the Chairman of the Board of EB (the Kim Group), the Kim Group has agreed, subject to certain limitations, to vote their shares of EB common stock in favor of the adoption of the merger agreement. As of , 2005, the EB record date, the Kim Group beneficially owned approximately 11.6 million shares of EB common stock, which represent approximately 46.7% of the outstanding shares of EB common stock at the EB annual meeting.

The EB board of directors unanimously recommends that you vote


	•	FOR adoption of the merger agreement and the transactions contemplated thereby, including the EB merger,

	•	FOR the adoption of the Holdco 2005 Incentive Plan,


	•	FOR the election of the EB nominees for director named in this joint proxy statement-prospectus, and

	•	FOR the ratification of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006.

Only EB stockholders of record at the close of business on , 2005 are entitled to notice of and to vote at the EB annual meeting and any adjournments or postponements thereof. To vote your shares, please complete and return the enclosed proxy card to EB or grant your proxy by telephone or through the Internet. You may also cast your vote in person at the EB annual meeting. Please vote promptly whether or not you expect to attend the EB annual meeting.


	By order of the EB board of directors,

	James A. Smith
	Senior Vice President
	Chief Financial Officer and Secretary

West Chester, Pennsylvania

PLEASE VOTE YOUR SHARES PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT ANY OF THE PROPOSALS TO BE CONSIDERED AT THE EB ANNUAL MEETING OR ABOUT VOTING YOUR SHARES, PLEASE CALL GEORGESON SHAREHOLDER COMMUNICATIONS, INC. TOLL-FREE AT 800-267-4403. BANKS AND BROKERS MAY CALL COLLECT AT 212-440-9800.

vii

TABLE OF CONTENTS


				Page

TO THE STOCKHOLDERS OF GAMESTOP CORP. AND ELECTRONICS BOUTIQUE HOLDINGS CORP. YOUR VOTE IS VERY IMPORTANT					i
ADDITIONAL INFORMATION					iii
GAMESTOP CORP. Notice of GameStop Annual Meeting of Stockholders to be Held , 2005					iv
ELECTRONICS BOUTIQUE HOLDINGS CORP. Notice of EB Annual Meeting of Stockholders to be Held , 2005					vi
	QUESTIONS AND ANSWERS ABOUT VOTING PROCEDURES FOR THE ANNUAL MEETINGS				xiii
	SUMMARY				1
		GameStop Corp. (see page 96)			1
		Electronics Boutique Holdings Corp. (see page 116)			1
		GSC Holdings Corp. (see page 116)			1
		Structure of the Mergers (see page 36)			2
			Before the Mergers		2
			After the Mergers		2
		EB Common Stockholders to Receive Shares of Holdco Class A Common Stock and Cash (see page 31)			2
		GameStop Common Stockholders to Receive Shares of Holdco Common Stock (see page 22)			3
		Stock Exchange Listing and Stock Prices (see page 76)			3
		Receipt of Shares of Holdco Common Stock in Mergers Generally Nontaxable to Stockholders (see page 70)			3
		Our Boards of Directors Unanimously Recommend that GameStop and EB Stockholders Vote to Adopt the Merger Agreement (see pages 21 and 30)			4
		Opinions of Financial Advisors (see pages 46 and 53)			4
		The Riggio Group Voting Agreement (see page 92)			5
		The Kim Group Voting Agreement (see page 92)			5
		Interests of Our Directors and Executive Officers in the Mergers (see page 67)			5
		The Registration Rights Agreement (see page 93)			5
		The Non-Competition Agreement (see page 94)			5
		Appraisal Rights (see page 77)			5
		Directors and Management Following the Mergers (see page 69)			6
		Conditions to Completion of the Mergers; Antitrust Clearance (beginning on page 82)			6
		Termination of the Merger Agreement; Fees Payable (see page 87)			7
		Amendment to GameStop’s Certificate of Incorporation (see page 94)			7
		GameStop Annual Meeting (see page 21)			8
		EB Annual Meeting (see page 30)			8
	SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA				10
		Selected Historical Financial Data of GameStop			10
		Selected Historical Financial Data of EB			12
		Selected Unaudited Pro Forma Condensed Consolidated Financial Data of Holdco			14
	COMPARATIVE PER SHARE DATA (Unaudited)				15
	RISK FACTORS				16
	INFORMATION REGARDING FORWARD-LOOKING STATEMENTS				20

viii


		Page

THE GAMESTOP ANNUAL MEETING			21
	Joint Proxy Statement-Prospectus		21
	Date, Time and Place of the GameStop Annual Meeting		21
	Purpose of the GameStop Annual Meeting		21
	Record Date for the GameStop Annual Meeting		21
	Recommendation of the Board of Directors of GameStop		21
	GAMESTOP PROPOSAL 1 — THE MERGERS		22
	Effect of the GameStop Merger; What You Will Receive in the GameStop Merger		22
	GAMESTOP PROPOSAL 2 — ADOPTION OF HOLDCO 2005 INCENTIVE PLAN		23
	Holdco 2005 Incentive Plan		23
	GAMESTOP PROPOSAL 3 — ELECTION OF GAMESTOP DIRECTORS		26
	GAMESTOP PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF GAMESTOP’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM		27
	Votes Required		27
	Adjournment or Postponement		28
	Proxies		28
	Voting Electronically or by Telephone		29
	Solicitation of Proxies		29
THE EB ANNUAL MEETING			30
	Joint Proxy Statement-Prospectus		30
	Date, Time and Place of the EB Annual Meeting		30
	Purpose of the EB Annual Meeting		30
	Record Date for the EB Annual Meeting		30
	Recommendation of the Board of Directors of EB		30
	EB PROPOSAL 1 — THE MERGERS		31
	Effect of the EB Merger; What You Will Receive in the EB Merger		31
	EB PROPOSAL 2 — ADOPTION OF HOLDCO 2005 INCENTIVE PLAN		32
	Holdco 2005 Incentive Plan		32
	EB PROPOSAL 3 — ELECTION OF EB DIRECTORS		32
	EB PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF EB’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM		33
	Votes Required		33
	Adjournment or Postponement		33
	Proxies		33
	Voting Electronically or by Telephone		34
	Solicitation of Proxies		35
THE MERGERS			36
	Background of the Mergers		36
	GameStop’s Reasons for the GameStop Merger; Recommendation of the GameStop Merger by the GameStop Board of Directors		39
	EB’s Reasons for the EB Merger; Recommendation of the EB Merger by the EB Board of Directors		42
	Opinion of GameStop’s Financial Advisor		46
	Opinions of EB’s Financial Advisors		53
	Interests of Directors and Executive Officers in the Mergers		67


		Page

	Holdco Board of Directors and Management after the Mergers		69
	Material United States Federal Income Tax Consequences		70
	Accounting Treatment		74
	Regulatory Approvals		74
	Conversion of Shares; Exchange of Certificates; Dividends; Withholding		74
	Treatment of Stock Options		75
	Restrictions on Sales of Shares by Affiliates of GameStop and EB		76
	Stock Exchange Listing and Stock Prices		76
	Rights of Dissenting Stockholders		77
	Delisting and Deregistration of GameStop and EB Stock after the Mergers		80
	The Merger Agreement		80
	The Kim Group Voting Agreement		92
	The Riggio Group Voting Agreement		92
	The Registration Rights Agreement		93
	The Non-Competition Agreement		94
	Amendment to GameStop’s Certificate of Incorporation		94
	Amendment to GameStop Amended and Restated 2001 Incentive Plan		94
	Financing		95
INFORMATION ABOUT GAMESTOP			96
	Information about the Board of Directors and Executive Officers of GameStop		97
	GameStop Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		102
	GameStop Compensation Committee Interlocks and Insider Participation		103
	GameStop Executive Compensation		104
	GameStop Compensation Committee Report on Executive Compensation		107
	Performance Graph — GameStop Class A Common Stock		110
	Performance Graph — GameStop Class B Common Stock		111
	GameStop — Certain Relationships and Related Transactions		111
	GameStop Registered Independent Public Accounting Firm		114
	GameStop Audit Committee Report on the Fiscal Year Ended January 29, 2005		115
	GameStop Compliance with Section 16(a) of the Exchange Act		116
INFORMATION ABOUT HOLDCO			116
INFORMATION ABOUT EB			116
	Information about the Board of Directors and Executive Officers of EB		117
	EB Compensation Committee Report on Executive Compensation		123
	EB Compensation Committee Interlocks and Insider Participation		126
	EB Comparison of Total Stockholder Return		127
	EB Security Ownership of Certain Beneficial Owners and Management		128
	EB — Certain Relationships and Related Transactions		129
	EB Section 16(a) Beneficial Ownership Reporting Compliance		130
	EB Registered Independent Public Accounting Firm		130
	EB Audit Fees		130
	EB Audit Committee Report		131


		Page

GSC HOLDINGS CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA			132
GSC HOLDINGS CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET			134
GSC HOLDINGS CORP. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET			135
GSC HOLDINGS CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS			136
GSC HOLDINGS CORP. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS			137
DESCRIPTION OF HOLDCO CAPITAL STOCK			138
	Common Stock		138
	Preferred Stock		138
	Rights Agreement		139
COMPARISON OF STOCKHOLDER RIGHTS			141
	Authorized Capital Stock		142
	Voting Power of Capital Stock		142
	Class Voting		142
	Directors		143
	Qualifications of Directors		144
	Vacancies on the Board of Directors		144
	Removal of Directors		145
	Amendments to the Certificate of Incorporation		145
	Amendments to Bylaws		146
	Action by Written Consent of Stockholders		147
	Notice of Stockholders Meeting		147
	Ability to Call Special Meetings of Stockholders		148
	Notice of Stockholder Action		148
	Limitation of Personal Liability of Directors and Officers		150
	Indemnification of Directors and Officers		151
	Preemptive Rights of Stockholders		153
	Dividends		153
	Inspection of Books and Records and Stockholder List		154
	Anti-Takeover Statute: Section 203		154
	Transactions Involving Officers or Directors		155
	Mergers, Acquisitions, Share Purchases and Certain Other Transactions		155
	Office of the Chairman		156
LEGAL MATTERS			157
EXPERTS			157
OTHER MATTERS WITH RESPECT TO GAMESTOP’S ANNUAL MEETING			157
OTHER MATTERS WITH RESPECT TO EB’S ANNUAL MEETING			158
	Annual Report On Form 10-K		158
	Other Matters		159
WHERE YOU CAN FIND MORE INFORMATION			159


	Page

ANNEX A — Agreement and Plan of Merger		A-1
ANNEX B — Amendment to GameStop Amended and Restated Certificate of Incorporation		B-1
ANNEX C — Kim Group Voting Agreement		C-1
ANNEX D — Registration Rights Agreement		D-1
ANNEX E — Non-Competition Agreement		E-1
ANNEX F — Riggio Group Voting Agreement, as amended		F-1
ANNEX G — Opinion of Citigroup Global Markets Inc.		G-1
ANNEX H — Opinion of Merrill Lynch & Co.		H-1
ANNEX I — Opinion of Peter J. Solomon Company, L.P.		I-1
ANNEX J — Section 262 of the Delaware General Corporation Law		J-1
ANNEX K — Form of Amended and Restated Certificate of Incorporation of Holdco		K-1
ANNEX L — Form of Amended and Restated Bylaws of Holdco		L-1
ANNEX M — Holdco 2005 Incentive Plan		M-1

xii

QUESTIONS AND ANSWERS ABOUT VOTING PROCEDURES

FOR THE ANNUAL MEETINGS

The questions and answers below highlight only selected procedural information from this joint proxy statement-prospectus. They do not contain all of the information that may be important to you. You should read carefully the entire joint proxy statement-prospectus and the additional documents incorporated by reference into this joint proxy statement-prospectus to fully understand the voting procedures for the annual meetings.


Q:		WHAT IS THE PROPOSED TRANSACTION FOR WHICH I AM BEING ASKED TO VOTE?

A:		You, as a stockholder of GameStop and/or a stockholder of EB, are being asked, among other things, to vote to adopt an Agreement and Plan of Merger entered into by and among GameStop, GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and EB. Subject to the terms and conditions of the merger agreement, GameStop and EB will simultaneously merge with newly formed subsidiaries of GSC Holdings Corp. (to be renamed GameStop Corp. upon closing of the mergers) (which we refer to in this joint proxy statement-prospectus as Holdco), and after the mergers would become wholly-owned subsidiaries of Holdco. A copy of the merger agreement is attached as Annex A.

		In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock they own. GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own.

Q:		WHAT ARE THE OTHER MATTERS FOR WHICH I AM BEING ASKED TO VOTE?

A:		If you are a GameStop stockholder you are also being asked:


		1. to consider and vote on the adoption of the Holdco 2005 Incentive Plan;

		2. to elect three members to GameStop’s board of directors;

		3. to ratify the appointment of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006; and

		4. to transact such other business as may properly come before the GameStop annual meeting or any adjournment or postponement of the GameStop annual meeting.


		If you are an EB stockholder you are also being asked:


		1. to consider and vote on the adoption of the Holdco 2005 Incentive Plan;

		2. to elect seven directors as EB’s board of directors;

		3. to consider and vote upon a proposal to ratify the appointment of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006; and

		4. to transact such other business as may properly come before the EB annual meeting or any adjournment or postponement of the EB annual meeting.


Q:		WHAT DO I NEED TO DO NOW TO VOTE?

A:		After carefully reading and considering the information contained in this joint proxy statement-prospectus, please vote by telephone, the Internet or by mail as soon as possible so that your shares may be represented and voted at GameStop’s or EB’s annual meeting. If you hold your shares in your own name, you may vote by telephone or through the Internet by following the instructions on your proxy card or delivered with your proxy card. If you hold shares registered in the name of a broker, bank or other nominee, that broker, bank or other nominee has enclosed or will provide a voting instruction card for use in directing your broker, bank or other nominee how to vote those shares.

xiii


Q:		IF MY GAMESTOP OR EB SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER OR BANK VOTE MY SHARES FOR ME?

A:		If you hold your shares in “street name” and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. Generally, your broker, bank or other nominee does not have discretionary authority to vote on the merger proposal. Accordingly, your broker, bank or other nominee will vote your shares held by it in “street name” only if you provide instructions to it on how to vote. You should follow the directions your broker, bank or other nominee provides. Shares that are not voted because you do not properly instruct your broker, bank or other nominee will have the effect of votes against the adoption of the merger proposal.

Q:		IF MY GAMESTOP OR EB SHARES ARE HELD IN MY OWN NAME, WHAT HAPPENS IF I DON’T VOTE?

A:		If you fail to respond with a vote on the merger proposal, it will have the same effect as a vote against adoption of the merger proposal. If you respond but do not indicate how you want to vote, your proxy will be counted as a vote in favor of adopting the merger agreement. If you respond and indicate that you are abstaining from voting, your proxy will have the same effect as a vote against adoption of the merger proposal.

Q:		CAN I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY?

A:		Yes. A registered GameStop or EB stockholder may revoke a properly executed proxy at any time by (1) notifying GameStop or EB, as appropriate, in writing to the addresses set forth under “Additional Information,” beginning on page iii, (2) submitting a new properly completed and signed proxy to GameStop or EB, as appropriate, either by mail or as described under “Additional Information” beginning on page iii or (3) voting in person at the GameStop or EB annual meeting, as appropriate.

Q:		CAN I ATTEND THE ANNUAL MEETING AND VOTE MY SHARES IN PERSON?

A:		Yes. All stockholders of GameStop and EB, including stockholders of record and stockholders who hold their shares through banks, brokers, nominees or any other holder of record are invited to attend their respective annual meetings. Stockholders of record can vote in person at either the GameStop or EB annual meeting, as applicable. If you are not a stockholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the GameStop or EB annual meeting, as applicable. If you plan to attend the GameStop or EB annual meeting, as applicable, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership, and you must bring a form of personal photo identification with you in order to be admitted to the GameStop or EB annual meeting, as applicable. We reserve the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

Q:		SHOULD EB STOCKHOLDERS SEND THEIR STOCK CERTIFICATES WITH THEIR PROXY CARD?

A:		No. Please DO NOT send your EB stock certificates with your proxy card. If you are an EB stockholder of record, you will receive written instructions from the exchange agent after the EB merger is completed on how to exchange any EB stock certificates you may have for cash and Holdco Class A common stock. If the EB shares you hold of record are in book-entry form, they will be automatically converted into the right to receive cash and Holdco shares, and you do not need to take any action.

Q:		SHOULD GAMESTOP STOCKHOLDERS SEND IN THEIR STOCK CERTIFICATES WITH THEIR PROXY CARD?

A:		No. Please DO NOT send your GameStop stock certificates with your proxy card. If you are a GameStop stockholder of record, you will receive written instructions from the exchange agent after the GameStop merger is completed on how to exchange any GameStop stock certificates you may

xiv

have for Holdco common stock. If the GameStop shares you hold of record are in book-entry form, they will be automatically converted into Holdco shares, and you do not need to take any action.

Q: WHEN DO WE EXPECT TO COMPLETE THE MERGERS?

A: We expect to complete the mergers in the third quarter of GameStop fiscal 2005 (EB fiscal 2006). However, we cannot assure you when or if the mergers will occur. We must first obtain the approvals of our respective stockholders at the GameStop and EB annual meetings and the necessary regulatory approvals.

Q: WHO CAN HELP ANSWER MY QUESTIONS?

A: If you have any questions about the mergers or how to submit your proxy, or if you need additional copies of this joint proxy statement-prospectus or the enclosed proxy card, you should contact:


if you are a GameStop stockholder:		if you are an EB stockholder:
By Mail:	Georgeson Shareholder	By Mail:	Georgeson Shareholder
	Communications, Inc.		Communications, Inc.
	17 State Street		17 State Street
	New York, NY 10004		New York, NY 10004
By Telephone:	800-491-3365	By Telephone:	800-267-4403
	212-440-9800		212-440-9800

SUMMARY

This summary highlights selected information in this joint proxy statement-prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement-prospectus and the documents incorporated by reference into this joint proxy statement-prospectus for a more complete understanding of the matters being considered at the GameStop and EB annual meetings. In addition, we incorporate by reference important business and financial information about GameStop and EB into this joint proxy statement-prospectus. You may obtain the information incorporated by reference into this joint proxy statement-prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” that begins on page 159 of this joint proxy statement-prospectus.

GameStop Corp. (see page 96)

GameStop Corp., a Delaware corporation, is one of the leading video game and PC entertainment software retailers in the United States. GameStop carries one of the largest assortments of new and used video game hardware, video game software and accessories, PC entertainment software, and related products, including action figures, trading cards and strategy guides. GameStop operates approximately 1,900 stores in the United States, Puerto Rico, Guam, Ireland and Northern Ireland. GameStop operates most of its stores under the GameStop name. GameStop carries a constantly changing selection of more than 5,000 stock keeping units of electronic game merchandise in most stores. In addition, GameStop operates a web site at www.gamestop.com and publishes Game Informer, the industry’s largest circulation multi-platform video game magazine, with over 2,000,000 subscribers. GameStop has approximately 2,500 full-time salaried, 2,300 full-time hourly and between 12,000 and 18,000 part-time hourly employees depending on the time of year. The address of GameStop’s principal executive offices is 625 Westport Parkway, Grapevine, Texas 76051.

Electronics Boutique Holdings Corp. (see page 116)

Electronics Boutique Holdings Corp., a Delaware corporation, is one of the leading global retailers of video game hardware and software, PC entertainment software, pre-played video games and related accessories and products. EB operates approximately 2,100 stores, primarily under the names EB Games and Electronics Boutique, in Australia, Canada, Denmark, Germany, Italy, New Zealand, Norway, Puerto Rico, Sweden and the United States. EB also operates a commercial website under the URL address www.ebgames.com. EB employs approximately 11,800 non-seasonal full-time and part-time employees. The address of EB’s principal executive offices is 931 South Matlack Street, West Chester, Pennsylvania 19382.

GSC Holdings Corp. (see page 116)

GSC Holdings Corp. is a newly incorporated Delaware corporation and will become the new holding company of GameStop and EB upon consummation of the mergers. Holdco’s name will be changed to “GameStop Corp.” after consummation of the mergers. The address of Holdco’s principal executive offices is c/o GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051.

Structure of the Mergers (see page 36)

The organization of GameStop, EB and Holdco before and after the mergers is illustrated below.

Before the Mergers

After the Mergers

EB Common Stockholders to Receive Shares of Holdco Class A Common Stock and Cash (see page 31)

If the EB merger is completed, EB common stockholders will receive $38.15 in cash and .78795 of a share of Holdco Class A common stock per share of EB common stock that they own. Upon completion of the mergers, current holders of EB common stock will, as a group, own approximately 27.6% of the outstanding common stock of Holdco, which equals approximately 5.7% of the combined voting power of Holdco. Holdco will not issue fractional shares of Holdco common stock in exchange for shares of EB. Holders of EB common stock that would otherwise be entitled to a fractional share of Holdco common stock will instead receive an amount in cash equal to such fraction multiplied by the average of the closing sale prices of GameStop Class A common stock on the ten trading days prior to the date on which the mergers are completed.

GameStop Common Stockholders to Receive Shares of Holdco Common Stock (see page 22)

If the GameStop merger is completed, GameStop stockholders will exchange their shares of GameStop Class A common stock for Holdco Class A common stock and their shares of GameStop Class B common stock for Holdco Class B common stock, each on a one-for-one basis. Upon completion of the mergers, current holders of GameStop common stock will, as a group, own approximately 72.4% of the outstanding common stock of the combined company, which equals 94.3% of the combined voting power.

Stock Exchange Listing and Stock Prices (see page 76)

Holdco common stock is not currently traded or quoted on a stock exchange or quotation system. However, we have applied for the Holdco Class A common stock and Holdco Class B common stock to be quoted on the NYSE under the symbols “GME” and “GME.B,” respectively.

GameStop Class A common stock trades on the NYSE under the symbol “GME,” GameStop Class B common stock trades on the NYSE under the symbol “GME.B” and EB common stock trades on the NASDAQ National Market under the symbol “ELBO.” The table below shows the closing price and the pro forma equivalent per share value of GameStop Class A common stock and EB common stock at the close of the regular trading session on April 15, 2005, the last trading day before our public announcement of the signing of the merger agreement, and May 20, 2005, the most recent trading day for which that information was available.


					GameStop Pro Forma		EB Pro Forma
Date	GameStop Closing Price		EB Closing Price		Equivalent(1)		Equivalent(2)

April 15, 2005	$	21.61	$	41.12	$	21.61	$	55.18
May 20, 2005	$	28.02	$	58.28	$	28.02	$	60.23


(1)	The pro forma equivalent per share value of GameStop Class A common stock is calculated by multiplying the GameStop Class A common stock closing price by the GameStop merger exchange ratio of 1.0.

(2)	The pro forma equivalent per share value of EB common stock is calculated by multiplying the GameStop Class A common stock closing price by the EB merger exchange ratio of .78795 and adding $38.15.

Because the 1.0 and .78795 exchange ratios in the GameStop and EB mergers, respectively, are fixed and will not be adjusted as a result of changes in market prices, the implied value of the merger consideration will fluctuate with the market price of GameStop Class A common stock and GameStop Class B common stock. You should obtain current market quotations for the shares of both companies from a newspaper, the Internet or your broker.

Receipt of Shares of Holdco Common Stock in Mergers Generally Nontaxable to Stockholders (see page 70)

The mergers have been structured to qualify as an exchange described in Section 351 of the Internal Revenue Code of 1986, as amended (the Code), for U.S. federal income tax purposes. Accordingly, we expect that the exchange of shares by an EB stockholder for Holdco Class A common stock and cash will be nontaxable to such stockholder for U.S. federal income tax purposes, except to the extent of the lesser of (i) gain realized by such stockholder in the exchange and (ii) cash received by such stockholder in the exchange. We expect that the exchange of shares by GameStop stockholders will be nontaxable to them for U.S. federal income tax purposes. Further, GameStop and EB will not recognize any gain or loss for U.S. federal income tax purposes in the mergers. It is a condition to our respective obligations to complete the mergers that GameStop and EB receive opinions from their respective counsel that the mergers, taken together, qualify as an exchange described in Section 351 of the Code for U.S. federal income tax purposes. In connection with the closing of the mergers, Bryan Cave LLP, counsel to GameStop, and

Klehr, Harrison, Harvey, Branzburg & Ellers LLP, counsel to EB, will deliver to GameStop and EB, respectively, their opinions that the mergers will qualify as an exchange described in Section 351 of the Code for U.S. federal income tax purposes. You should consult with your own tax advisor for a full understanding of the tax consequences to you of the mergers.

Our Boards of Directors Unanimously Recommend that GameStop and EB Stockholders Vote to Adopt the Merger Agreement (see pages 21 and 30)

GameStop Stockholders. The GameStop board of directors unanimously recommends that the GameStop stockholders vote FOR the adoption of the merger proposal.

EB Stockholders. The EB board of directors unanimously recommends that the EB stockholders vote FOR the adoption of the merger agreement.

Opinions of Financial Advisors (see pages 46 and 53)

GameStop. In connection with the mergers, the GameStop board of directors received a written opinion from Citigroup Global Markets Inc., GameStop’s financial advisor, as to the fairness, from a financial point of view, to GameStop of the EB merger consideration. The full text of Citigroup’s written opinion, dated April 17, 2005, is attached to this joint proxy statement-prospectus as Annex G. We encourage you to read this opinion carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the review undertaken. Citigroup’s opinion was provided to the GameStop board of directors in connection with its evaluation of the EB merger consideration and relates only to the fairness, from a financial point of view, to GameStop of the EB merger consideration. Citigroup’s opinion does not address any other aspect of the mergers and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed mergers.

EB. In connection with the mergers, the EB board of directors received a written opinion from Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of EB’s financial advisors, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, matters considered and qualifications and limitations set forth in the written opinion, the consideration proposed to be received pursuant to the EB merger was fair, from a financial point of view, to the holders of EB common stock (other than GameStop, its affiliates and the Kim Group). In addition, the EB board of directors received a written opinion from Peter J. Solomon Company, L.P., one of EB’s financial advisors, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, matters considered and qualifications and limitations set forth in the written opinion, the consideration proposed to be received by the holders of EB common stock pursuant to the EB merger was fair from a financial point of view to the holders of EB common stock, excluding the Kim Group. The full text of the written opinions of Merrill Lynch and Peter J. Solomon Company, which set forth the assumptions made, matters considered, and qualifications and limits on the scope of review undertaken by each of Merrill Lynch and Peter J. Solomon Company, are attached to this joint proxy statement-prospectus as Annex H and Annex I, respectively. We encourage you to carefully read and consider each of these opinions in their entirety. Both the Merrill Lynch opinion and the Peter J. Solomon Company opinion are addressed to EB’s board of directors and address only the fairness, from a financial point of view, of the consideration proposed to be received by the holders of EB common stock (other than those stockholders excluded from the opinions as noted above) pursuant to the EB merger, as of the date of the opinions. Neither the Merrill Lynch opinion nor the Peter J. Solomon Company opinion addresses the merits of the underlying decision by EB to engage in the EB merger or any other aspect of the mergers. In addition, neither the Merrill Lynch opinion nor the Peter J. Solomon Company opinion constitutes, or should be construed as, a recommendation to any stockholder as to how the stockholder should vote or act with respect to the EB merger or any related matter.

The Riggio Group Voting Agreement (see page 92)

In connection with the mergers, concurrently with the execution and delivery of the merger agreement and as a condition to EB’s willingness to enter into the merger agreement, GameStop and EB have entered into a voting agreement and irrevocable proxy with Leonard Riggio, Barnes & Noble College Booksellers, Inc. and The Riggio Foundation (collectively, the Riggio Group) pursuant to which the Riggio Group has agreed to vote their shares of GameStop common stock in favor of the adoption of the merger proposal. As of , 2005, the GameStop record date, the Riggio Group owned approximately 5.3 million shares of GameStop Class B common stock, which represents approximately 16.4% of the combined voting power of all classes of GameStop’s voting stock. The Riggio Group also holds exercisable options to acquire 4,500,000 shares of GameStop Class A common stock. These options are not expected to be exercised prior to the GameStop record date and therefore the Riggio Group is not expected to have any voting power with respect to the GameStop Class A common stock.

The Kim Group Voting Agreement (see page 92)

In connection with the mergers, concurrently with the execution and delivery of the merger agreement and as a condition to GameStop’s willingness to enter into the merger agreement, GameStop and EB have entered into a voting agreement and irrevocable proxy with EB Nevada Inc. and James J. Kim, the Chairman of the Board of EB (collectively, the Kim Group), pursuant to which the Kim Group has agreed to vote all shares of EB common stock beneficially owned by the Kim Group in favor of the adoption of the merger agreement and not to sell or otherwise transfer any shares of EB common stock prior to the termination of the voting agreement other than in limited circumstances in accordance with its terms. As a result, approximately 46.7% of the outstanding shares of EB common stock has agreed to vote to approve the merger agreement.

Interests of Our Directors and Executive Officers in the Mergers (see page 67)

You should be aware that some of the directors and executive officers of GameStop and EB have interests in the mergers that are different from, or are in addition to, the interests of stockholders of GameStop or EB. These interests include, but are not limited to, the treatment of options and other rights held by directors and executive officers of GameStop and EB in the mergers, the continued employment of certain executive officers in Holdco, the continued positions of certain directors of GameStop and EB as directors of Holdco, and the indemnification of former GameStop and EB directors by Holdco.

The Registration Rights Agreement (see page 93)

In connection with the consummation of the mergers and as a condition to entering into the voting agreement with the Kim Group, Holdco will enter into a registration rights agreement with the Kim Group pursuant to which Holdco will be obligated to register with the SEC the shares of Holdco Class A common stock held by the Kim Group.

The Non-Competition Agreement (see page 94)

In connection with the consummation of the mergers and as a condition to the closing of the mergers, James J. Kim will enter into a non-competition agreement with Holdco whereby Mr. Kim will agree not to compete with Holdco in certain specified territories for a period of three years from the effectiveness of the mergers.

Appraisal Rights (see page 77)

Under Delaware law, GameStop stockholders are not entitled to appraisal rights in connection with the GameStop merger.

Holders of EB common stock who do not wish to accept the consideration payable pursuant to the EB merger may seek, under Section 262 of the Delaware General Corporate Law (DGCL), judicial

appraisal of the fair value of their shares by the Delaware Court of Chancery (the Delaware Court). This value could be more than, less than or the same as the merger consideration for the EB common stock. Failure to strictly comply with all the procedures required by Section 262 of the DGCL will result in a loss of the right to appraisal.

Merely voting against the EB merger will not preserve the right of EB stockholders to appraisal under Delaware law. Also, because a submitted proxy not marked “against” or “abstain” will be voted “for” the proposal to adopt the merger agreement and the transactions contemplated thereby, including the EB merger, the submission of a proxy not marked “against” or “abstain” will result in the waiver of appraisal rights. EB stockholders who hold shares in the name of a broker or other nominee must instruct their nominee to take the steps necessary to enable them to demand appraisal for their shares.

Annex J to this joint proxy statement-prospectus contains the full text of Section 262 of the DGCL, which relates to the rights of appraisal. We encourage you to read these provisions carefully and in their entirety.

Directors and Management Following the Mergers (see page 69)

Following the mergers, the board of directors of Holdco will consist of the seven current GameStop directors, James J. Kim and an independent director to be appointed by EB’s board of directors and reasonably satisfactory to GameStop. The GameStop directors will generally remain in their current classes and serve out their remaining terms, although to make the three classes equal, one of the Class III directors being elected at the GameStop annual meeting will become a Class I director whose term will expire in 2006. Mr. Kim will be in the class of directors whose term expires in 2007 and the independent director appointed by EB will be in the class of directors whose term expires in 2008.

R. Richard Fontaine, the Chairman and Chief Executive Officer of GameStop, will be the Chairman and Chief Executive Officer of Holdco after the mergers. Daniel A. DeMatteo, the Vice Chairman and Chief Operating Officer of GameStop, will be the Vice Chairman and Chief Operating Officer of Holdco after the mergers. It is expected that additional management of Holdco will be determined and announced on or near the date of the mergers.

Conditions to Completion of the Mergers; Antitrust Clearance (beginning on page 82)

Completion of the mergers depends on a number of conditions being satisfied or waived. These conditions include the following:


	•	adoption of the merger proposal and the transactions contemplated by the merger proposal, including the GameStop merger, by the GameStop stockholders;

	•	adoption of the merger agreement and the transactions contemplated by the merger agreement, including the EB merger, by the EB stockholders;

	•	absence of any order or injunction of any governmental authority that would prohibit the consummation of the mergers;

	•	approval for listing of Holdco common stock to be issued in the mergers on the NYSE upon official notice of issuance;

	•	receipt of all consents, approvals, waivers, actions or nonactions required or advisable under all applicable antitrust, merger control, competition or trade regulation laws, including under the Hart-Scott Rodino Antitrust Improvements Act of 1976 (the HSR Act) and the Italian Law No. 287 of 10 October 1990;

	•	continued effectiveness of the registration statement of which this joint proxy statement-prospectus is a part and the absence of a stop order or proceeding seeking a stop order by the SEC suspending the effectiveness of the registration statement;


	•	accuracy of each party’s representations and warranties in the merger agreement, except as would not have a material adverse effect on the party making the representations;

	•	performance in all material respects of each party’s covenants in the merger agreement, and performance of each party’s pre-closing operating covenants in the merger agreement;

	•	the delivery of a tax opinion as required by the separation agreement between GameStop and Barnes & Noble, Inc. (Barnes & Noble);

	•	the delivery of a non-competition agreement by James J. Kim;

	•	there shall not have been a material adverse effect on either party, as defined in the merger agreement; and

	•	delivery by both parties of customary officer’s certificates and tax opinions.

The completion of the mergers is not subject to a condition that GameStop receive financing to pay the cash portion of the EB merger consideration.

The completion of the mergers is subject to compliance with the HSR Act. The notifications required under the HSR Act to the U.S. Federal Trade Commission (the FTC) and the Antitrust Division of the U.S. Department of Justice (the Antitrust Division) have been filed.

GameStop and EB have agreed to use their reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable under applicable law and regulations, including the HSR Act, to complete the mergers as promptly as practicable, but in no event later than October 31, 2005, which date may be extended to December 31, 2005 or January 31, 2006, in circumstances described below, in “Summary — Termination of the Merger Agreement; Fees Payable” beginning on page 7 and in “The Mergers — The Merger Agreement — Termination” beginning on page 87. We refer to this October 31, 2005 date, as it may be extended, as the outside date.

The parties have agreed to defend against any lawsuits or other legal proceedings challenging the mergers, provided, that, if one of the parties in good faith does not wish to participate in the defense of such lawsuit or legal proceeding, then the other party shall pay the expenses for such defense. Neither party will be required to take any action that would reasonably be expected to have a material adverse effect on such party.

Termination of the Merger Agreement; Fees Payable (see page 87)

We may jointly agree to terminate the merger agreement at any time. Either of us may also terminate the merger agreement in various circumstances, including failure to receive necessary stockholder approvals and if the other party breaches certain of its obligations in the merger agreement.

In several circumstances involving a change in a board of directors’ recommendation in favor of the merger agreement or a third-party acquisition proposal, GameStop or EB may become obligated to pay $40 million in termination fees pursuant to the terms of the merger agreement.

Amendment to GameStop’s Certificate of Incorporation (see page 94)

In connection with the mergers, Article Fourth (b)(v) of the amended and restated certificate of incorporation of GameStop relating to the equal treatment of holders of GameStop Class A common stock and GameStop Class B common stock holders in mergers, consolidations, etc., will be amended, subject to GameStop stockholder approval, to permit the receipt by the holders of GameStop Class B common stock, in any consolidation, merger, combination or other transaction in which shares of GameStop common stock are exchanged for other securities or property, of securities that differ as to voting rights and powers on a per share basis from securities received by holders of GameStop Class A common stock, provided that such difference shall not exceed ten to one. This amendment is necessary to allow for the payment of the GameStop merger consideration in accordance with the terms of the merger agreement.

GameStop Annual Meeting (see page 21)

The GameStop annual meeting will be held at on , 2005, starting at a.m., local time.

You may vote at the GameStop annual meeting if you owned shares of GameStop common stock at the close of business on , 2005, the GameStop record date. On that date there were shares of GameStop Class A common stock and shares of GameStop Class B common stock outstanding and entitled to vote at the GameStop annual meeting.

The presence of a majority of the voting power of the shares of GameStop common stock entitled to vote at the GameStop annual meeting must be represented in person or by proxy at the GameStop annual meeting to constitute a quorum. The adoption of the merger agreement and the transactions contemplated thereby, including the GameStop merger, the approval of the amendment to GameStop’s certificate of incorporation and the amendment to the GameStop Amended and Restated 2001 Incentive Plan (collectively, the merger proposal) requires the affirmative vote of a majority of the outstanding shares of GameStop Class A common stock, voting as a single class, and the affirmative vote of a majority of the outstanding shares GameStop Class A common stock and GameStop Class B common stock, voting together as a single class. The adoption of the Holdco 2005 Incentive Plan requires the affirmative vote of a majority of the voting power of GameStop common stock voting on the proposal in person or by proxy at the GameStop annual meeting. The three nominees for director receiving the highest vote totals will be elected as directors of GameStop to serve until the 2008 GameStop annual meeting of stockholders. The ratification of BDO Seidman, LLP as GameStop’s registered independent public accounting firm requires the affirmative vote of a majority of the voting power of GameStop common stock voting on the proposal in person or by proxy at the GameStop annual meeting. At the GameStop annual meeting, each holder of GameStop Class A common stock is entitled to one vote for each share of GameStop Class A common stock, and each holder of GameStop Class B common stock is entitled to ten votes for each share of GameStop Class B common stock, held as of the GameStop record date on all matters properly submitted to the GameStop stockholders.

Pursuant to a voting agreement with the Riggio Group, the Riggio Group has agreed to vote their shares of GameStop common stock in favor of the adoption of the merger proposal. As of , 2005, the GameStop record date, the Riggio Group owned approximately 5.3 million shares of GameStop Class B common stock, which represents approximately 16.4% of the combined voting power of all classes of GameStop’s voting stock. The Riggio Group also holds exercisable options to acquire 4,500,000 shares of GameStop Class A common stock. These options are not expected to be exercised prior to the GameStop record date and therefore the Riggio Group is not expected to have any voting power with respect to the GameStop Class A common stock.

EB Annual Meeting (see page 30)

The EB annual meeting will be held at , on , 2005, starting at a.m., local time.

You may vote at the EB annual meeting if you owned shares of EB common stock at the close of business on , 2005, the EB record date. On that date there were shares of EB common stock outstanding and entitled to vote at the EB annual meeting. You may cast one vote for each share of EB common stock you owned as of the EB record date.

KPMG LLP as EB’s registered independent public accounting firm requires the affirmative vote of a majority of the outstanding shares of EB common stock voting on the proposal in person or by proxy at the EB annual meeting.

Pursuant to a voting agreement with the Kim Group, the Kim Group has agreed, subject to certain limitations, to vote their shares of EB common stock in favor of the adoption of the merger agreement. As of , 2005, the EB record date, the Kim Group beneficially owned approximately 11.6 million shares of EB common stock, which represent approximately 46.7% of the outstanding shares of EB common stock at the EB annual meeting.

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following financial information is provided to assist you in your analysis of the financial aspects of the mergers. The following tables present (1) selected historical financial data of GameStop, (2) selected historical financial data of EB, and (3) selected unaudited pro forma condensed consolidated financial data of Holdco reflecting the mergers. The historical financial data show the financial results actually achieved by GameStop and EB for the periods indicated. The unaudited pro forma condensed consolidated financial data show financial results as if the mergers had taken place on February 1, 2004, except financial position data which assumes the mergers had taken place on January 29, 2005.

Selected Historical Financial Data of GameStop

The selected historical financial data of GameStop was derived from the historical consolidated financial statements and related notes of GameStop, filed by GameStop with the SEC. Such data was derived from, and should be read in conjunction with, the audited consolidated financial statements and other financial information contained in GameStop’s Annual Report on Form 10-K (as amended) for GameStop fiscal 2004 (as defined below), including the notes thereto. See “Where You Can Find More Information” beginning on page 159.

The following table sets forth GameStop’s selected consolidated financial and operating data for the periods and at the dates indicated. GameStop’s fiscal year is composed of 52 or 53 weeks ending on the Saturday closest to January 31. The fiscal years ended January 29, 2005 (GameStop fiscal 2004), January 31, 2004 (GameStop fiscal 2003), February 1, 2003 (GameStop fiscal 2002) and February 2, 2002 (GameStop fiscal 2001) consisted of 52 weeks and the fiscal year ended February 3, 2001 (GameStop fiscal 2000) consisted of 53 weeks.


	Fiscal Year		Fiscal Year			Fiscal Year			Fiscal Year		Fiscal Year
	Ended		Ended			Ended			Ended		Ended
	January 29,		January 31,			February 1,			February 2,		February 3,
	2005		2004			2003			2002		2001

	In thousands, except per share data and statistical data
Statement of Operations Data:
Sales	$	1,842,806	$	1,578,838		$	1,352,791		$	1,121,138	$	756,697
Cost of sales		1,328,611		1,142,264			1,009,491			854,035		570,995

Gross profit		514,195		436,574			343,300			267,103		185,702
Selling, general and administrative expenses(1)(2)		378,029		302,703			233,075			202,041		157,242
Depreciation and amortization(1)(2)		37,019		29,487			23,154			19,850		13,623
Amortization of goodwill		—		—			—			11,125		9,223

Operating earnings		99,147		104,384			87,071			34,087		5,614
Interest expense (income), net		236		(804	)		(630	)		19,452		23,411

Earnings (loss) before income taxes		98,911		105,188			87,701			14,635		(17,797	)
Income tax expense (benefit)		37,985		41,721			35,297			7,675		(5,836	)

Net earnings (loss)	$	60,926	$	63,467		$	52,404		$	6,960	$	(11,961	)

Net earnings (loss) per share — basic	$	1.11	$	1.13		$	0.93		$	0.19	$	(0.33	)

Weighted average shares outstanding — basic		54,662		56,330			56,289			36,009		36,009

Net earnings (loss) per share — diluted	$	1.05	$	1.06		$	0.87		$	0.18	$	(0.33	)

Weighted average shares outstanding — diluted		57,796		59,764			60,419			39,397		36,009


	Fiscal Year			Fiscal Year			Fiscal Year			Fiscal Year			Fiscal Year
	Ended			Ended			Ended			Ended			Ended
	January 29,			January 31,			February 1,			February 2,			February 3,
	2005			2004			2003			2002			2001

	In thousands, except per share data and statistical data
Other Financial Data:
Net earnings (loss) excluding the after-tax effect of goodwill amortization(3)	$	60,926		$	63,467		$	52,404		$	15,373		$	(5,212	)
Net earnings (loss) per share excluding the after-tax effect of goodwill amortization — diluted(3)	$	1.05		$	1.06		$	0.87		$	0.39		$	(0.14	)
Store Operating Data:
Stores open at the end of period		1,826			1,514			1,231			1,038			978
Comparable store sales increase (decrease)(4)		1.7	%		0.8	%		11.4	%		32.0	%		(6.7	%)
Inventory turnover		5.4			4.9			4.9			5.2			4.6
Balance Sheet Data:
Working capital (deficit)	$	110,093		$	188,378		$	174,482		$	31,107		$	(1,726	)
Total assets(1)(2)		914,983			902,189			806,237			608,674			511,504
Total debt		36,520			—			—			399,623			385,148
Total liabilities(1)(2)		371,972			308,156			257,562			612,659			532,114
Stockholders’ equity (deficit)		543,011			594,033			548,675			(3,985	)		(20,610	)

(1)

In GameStop fiscal 2004, GameStop revised its method of accounting for rent expense to conform to GAAP, as recently clarified by the Chief Accountant of the SEC in a February 7, 2005 letter to the American Institute of Certified Public Accountants. A non-cash, after-tax adjustment of $3,312 was made in the fourth quarter of GameStop fiscal 2004 to correct the method of accounting for rent expense (and related deferred rent liability) to include the impact of escalating rents for periods in which GameStop is reasonably assured of exercising lease options and to include any “rent holiday” period (a period during which GameStop is not obligated to pay rent) the lease allows while the store is being constructed. GameStop also corrected its calculation of depreciation expense for leasehold improvements for those leases which do not include an option period.


	The impact of these corrections on periods prior to GameStop fiscal 2004 was not material and the adjustment does not affect historical or future cash flows or the timing of payments under related leases.


(2)	In GameStop fiscal 2004, GameStop changed its classification of tenant improvement allowances on the balance sheets, statement of operations and statements of cash flows. GameStop historically classified tenant improvement allowances as reductions of property and equipment on its balance sheets and as reductions in depreciation and amortization in its statements of operations. In order to comply with the provisions of FASB Technical Bulletin No. 88-1, “Issues Relating to Accounting for Leases” (FTB 88-1), however, GameStop has reclassified tenant improvement allowances as deferred rent liabilities (in other long-term liabilities) on its balance sheets and as a reduction of rent expense (in selling, general and administrative expenses) in its statements of operations. The effect of this reclassification increased total assets and total liabilities on GameStop’s balance sheets by $4,671 as of January 29, 2005, $3,265 as of January 31, 2004, $2,328 as of February 1, 2003, $1,831 as of February 2, 2002 and $1,747 as of February 3, 2001 and decreased selling, general and administrative expense and increased depreciation expense in GameStop’s statements of operations by $671, $540, $601, $678 and $649 in GameStop fiscal 2004, 2003, 2002, 2001 and 2000, respectively.

(3)	Net earnings (loss) excluding the after-tax effect of goodwill amortization is presented here to provide additional information about GameStop’s operations. These items should be considered in addition to, but not as a substitute for or superior to, operating earnings, net earnings, cash flow and other

measures of financial performance prepared in accordance with generally accepted accounting principles (GAAP).

(4) Stores are included in GameStop’s comparable store sales base beginning in the 13th month of operation. Comparable store sales for the fiscal year ended February 3, 2001 were computed using the first 52 weeks of the 53-week fiscal year.

Selected Historical Financial Data of EB

For the periods indicated, the selected historical financial data of EB was derived from the historical consolidated financial statements and related notes of EB, filed by EB with the SEC. This data was derived from, and should be read in conjunction with, the audited consolidated financial statements and other financial information contained in EB’s Annual Report on Form 10-K (as amended) for EB fiscal 2005 (as defined below), including the notes thereto. See “Where You Can Find More Information” beginning on page 159.

The following table sets forth EB’s selected consolidated financial and operating data for the periods and at the dates indicated. EB’s fiscal year is composed of 52 or 53 weeks ending on the Saturday closest to January 31. The fiscal years ended January 29, 2005 (EB fiscal 2005), January 31, 2004 (EB fiscal 2004), February 1, 2003 (EB fiscal 2003) and February 2, 2002 (EB fiscal 2002) consisted of 52 weeks and the fiscal year ended February 3, 2001 (EB fiscal 2001) consisted of 53 weeks. GameStop refers to the fiscal years described above as GameStop fiscal 2004, GameStop fiscal 2003, GameStop fiscal 2002, GameStop fiscal 2001 and GameStop fiscal 2000, respectively.


	Fiscal Year Ended

	January 29,		January 31,		February 1,			February 2,		February 3,
	2005		2004		2003			2002		2001

	(Amounts in thousands, except per share data and operating data)
Statement of Income Data:
Net sales	$	1,983,537	$	1,588,406	$	1,309,226		$	1,059,338	$	802,851
Management fees(1)		5,845		13,375		7,553			5,889		4,425

Total revenues		1,989,382		1,601,781		1,316,779			1,065,227		807,276
Cost of goods sold		1,450,205		1,174,429		971,204			826,599		626,939

Gross profit		539,177		427,352		345,575			238,628		180,337
Selling, general and administrative expense(2)		422,374		327,260		266,729			178,928		144,082
Restructuring and asset impairment (reversal) charge(3)		—		—		(2,611	)		12,638		—
Depreciation and amortization		37,473		29,211		23,361			20,286		16,239

Operating income		79,330		70,881		58,096			26,776		20,016
Other income		—		—		—			—		1,550
Interest income, net		2,350		1,751		1,677			1,884		3,096

Income before income tax expense and cumulative effect of change in accounting principle		81,680		72,632		59,773			28,660		24,662
Income tax expense		29,393		26,903		22,373			10,948		9,791

Income before cumulative effect of change in accounting principle		52,287		45,729		37,400			17,712		14,871
Cumulative effect of change in accounting principle, net of tax(4)		—		—		(4,773	)		—		—

Net income(2)	$	52,287	$	45,729	$	32,627		$	17,712	$	14,871


		Fiscal Year Ended

		January 29,			January 31,			February 1,			February 2,			February 3,
		2005			2004			2003			2002			2001

		(Amounts in thousands, except per share data and operating data)
Income per share before cumulative effect of change in accounting principle:
	Basic	$	2.16		$	1.82		$	1.44		$	0.74		$	0.67

	Diluted	$	2.13		$	1.80		$	1.42		$	0.73		$	0.66

Per share cumulative effect of change in accounting principle:
	Basic							$	(0.18	)

	Diluted							$	(0.18	)

Net income per share:
	Basic	$	2.16		$	1.82		$	1.26		$	0.74		$	0.67

	Diluted	$	2.13		$	1.80		$	1.24		$	0.73		$	0.66

Weighted average shares outstanding:
	Basic		24,159			25,114			25,833			23,868			22,254

	Diluted		24,547			25,415			26,247			24,230			22,466

Operating Data:(5) (unaudited)
Stores open at end of year			1,977			1,528			1,145			937			737
Comparable store sales increase (decrease)(6)			3.1	%		0.0	%		8.3	%		20.8	%		(4.5	)%


	As of

	January 29,		January 31,		February 1,		February 2,		February 3,
	2005		2004		2003		2002		2001

Balance Sheet Data:
Working capital	$	175,422	$	163,422	$	144,363	$	121,446	$	30,133
Total assets		724,200		643,932		527,305		429,649		270,493
Long-term debt		—		—		—		143		—
Total liabilities		372,732		339,952		252,805		192,489		139,273
Total stockholders’ equity		351,468		303,980		274,500		237,160		131,220


(1)	In EB fiscal 2004, management fees included $4.7 million of revenue earned as part of EB’s termination of the services agreement with The Game Group plc (Game Group).

(2)	In February 2005, EB initiated a review of its lease-related accounting methods for rent holidays (the period prior to the store opening when EB pays reduced or no rent) and tenant improvement allowances. Based on this review, EB recorded a one-time, cumulative, non-cash charge to rent expense of $4.2 million ($2.7 million after-tax, or $0.11 per diluted share) in the fourth quarter of EB fiscal 2005.

(3)	In EB fiscal 2002, the restructuring and asset impairment charge of $12.6 million resulted from EB’s adoption of a plan to close the operations of all 29 EB Kids stores and sell the 22-store BC Sports Collectibles business. The charge represented a $3.5 million write down of store leasehold improvements, a $2.3 million write down of store furniture, fixtures and equipment and $6.7 million in lease termination costs. In EB fiscal 2003, the $2.6 million net reversal of the restructuring and asset

impairment charge resulted primarily from store lease related accruals that were not necessary due to the terms of the sale of the BC Sports Collectibles business.

(4) EB changed its accounting policy with respect to the recording of vendor advertising allowances effective retroactively as of the beginning of EB fiscal 2003. As a result, EB recorded a non-cash charge of $4.8 million, net of income tax, in the first quarter of EB fiscal 2003 for the cumulative effect of the change in accounting principle on fiscal years prior to EB fiscal 2003. Prior to this change, EB recognized all vendor advertising allowances as an offset to selling, general and administrative expense. Vendor advertising allowances in excess of advertising expense of $40.9 million and $35.8 million were reflected as an offset to selling, general and administrative expense in EB fiscal 2002 and EB fiscal 2001, respectively.

(5) Does not reflect stores operated by other retailers for which EB has provided management services.

(6) Comparable store sales are based on stores in operation for over one year. Comparable store sales results for EB fiscal 2001 represents the 52 week period ending January 27, 2001.

Selected Unaudited Pro Forma Condensed Consolidated Financial Data of Holdco

The following table shows information about the pro forma financial condition and results of operations, including per share data, of Holdco after giving effect to the mergers. The table sets forth selected unaudited pro forma condensed consolidated statement of operations data as if the mergers had become effective on February 1, 2004, and selected unaudited pro forma condensed consolidated balance sheet data as if the mergers had occurred on January 29, 2005. The information presented below should be read together with the historical consolidated financial statements of GameStop and EB, including the related notes, filed by each of them with the SEC and together with the consolidated historical financial data for GameStop and EB and the other unaudited pro forma financial information, including the related notes, appearing elsewhere in this joint proxy statement-prospectus. See “Where You Can Find More Information” beginning on page 159 and “GSC Holdings Corp. Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 132. The unaudited pro forma financial data is not necessarily indicative of results that actually would have occurred had the mergers been completed on the dates indicated or that may be obtained in the future. See also “Risk Factors” beginning on page 16 and “Information Regarding Forward-Looking Statements” beginning on page 20.


			(Unaudited)s,
			except per
			share data)
For the fiscal year ended January 29, 2005
	Operating Results
		Revenues	$	3,826,343
		Net earnings		64,067
	Per Share Data
		Net earnings per common share — basic	$	0.86
		Net earnings per common share — diluted		0.83
	As of January 29, 2005
	Financial Position
		Merchandise inventories, net	$	507,974
		Total assets		2,657,403
		Note payable, current portion		12,173
		Notes payable, long-term portion		974,347
		Total debt		986,520

COMPARATIVE PER SHARE DATA

(Unaudited)

The following table sets forth certain historical per share data for GameStop and EB and combined per share data on an unaudited pro forma condensed consolidated basis. You should read the information below together with the financial statements and related notes of GameStop and EB that are incorporated by reference in this joint proxy statement-prospectus and with the unaudited pro forma condensed consolidated financial data included under “GSC Holdings Corp. Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 132.


	Fiscal Year Ended
GameStop Historical Comparative per Share Data	January 29, 2005

Net earnings per common share — basic	$	1.11
Net earnings per common share — diluted	$	1.05
Cash dividends per common share	$	—
Book value per common share	$	10.68


	Fiscal Year Ended
EB Historical Comparative per Share Data	January 29, 2005

Net earnings per common share — basic	$	2.16
Net earnings per common share — diluted	$	2.13
Cash dividends per common share	$	—
Book value per common share	$	14.26


	Fiscal Year Ended
Unaudited Pro Forma Condensed Consolidated Comparative per Share Data	January 29, 2005

Net earnings per common share — basic	$	0.86
Net earnings per common share — diluted	$	0.83
Cash dividends per common share	$	—
Book value per common share	$	13.70

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement-prospectus, including the matters addressed under the caption “Information Regarding Forward-Looking Statements” on page 20, you should carefully consider the following risk factors in deciding whether to vote for adoption of the merger proposal. Additional risk factors regarding GameStop and EB can be found in the Annual Reports on Forms 10-K (as amended) for the fiscal year ended January 29, 2005 of GameStop and EB filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

Because the exchange ratios are fixed, the market value of Holdco common stock issued to you may be less than the value of your shares of GameStop common stock or EB common stock.

GameStop stockholders and EB stockholders who receive shares in the mergers will receive a fixed number of shares of common stock of Holdco rather than a number of shares with a particular fixed market value. The market values of GameStop and EB common stock at the time of the mergers may vary significantly from their prices on the date the merger agreement was executed, the date of this joint proxy statement-prospectus or the date on which GameStop and EB stockholders vote on the mergers. Because the exchange ratio will not be adjusted to reflect any changes in the market value of GameStop or EB common stock, the market value of the Holdco common stock issued in the mergers and the GameStop and EB common stock surrendered in the mergers may be higher or lower than the values of such shares on such earlier dates. Stock price changes may result from a variety of factors that are beyond the control of GameStop and EB, including changes in their businesses, operations and prospects, regulatory considerations and general and industry specific market and economic conditions. Neither GameStop nor EB is permitted to terminate the merger agreement solely because of changes in the market price of either party’s common stock.

Holdco’s significant indebtedness following the mergers could adversely impact cash availability for growth and operations and may increase vulnerability to general adverse economic and industry conditions.

GameStop indebtedness for borrowed money as of May 23, 2005 was approximately $37 million. EB does not currently have any indebtedness for borrowed money. Holdco’s pro forma total indebtedness, after giving effect to the mergers, is approximately $987 million. Holdco’s debt service obligations with respect to this increased indebtedness could have an adverse impact on its earnings and cash flows for as long as the indebtedness is outstanding.

Holdco’s increased indebtedness could have important consequences to holders of its common stock. For example, it could:


	•	make it more difficult for Holdco to pay its debts as they become due during general adverse economic and market industry conditions because any related decrease in revenues could cause Holdco’s cash flows from operations to decrease and make it difficult for Holdco to make its scheduled debt payments;

	•	limit Holdco’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates and, consequently, place Holdco at a competitive disadvantage to its competitors with less debt;

	•	require a substantial portion of Holdco’s cash flow from operations to be used for debt service payments, thereby reducing the availability of its cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; and

	•	result in higher interest expense in the event of increases in interest rates since some of Holdco’s borrowings are, and will continue to be, at variable rates of interest.

Additionally, if the rating of Holdco’s indebtedness is downgraded, Holdco’s ability to borrow additional funds could be limited or the interest rates applicable to Holdco’s indebtedness could increase.

There can be no assurance that Holdco will be able to make all of the principal and interest payments when such payments are due under Holdco’s proposed credit facilities, the indenture governing the proposed Holdco notes and/or the proposed bridge facility. For more information see “The Mergers — Financing.”

The failure to integrate successfully GameStop’s and EB’s businesses and operations in the expected timeframe may adversely affect Holdco’s future results.

GameStop and EB have operated and, until the completion of the mergers, will continue to operate independently. Holdco will face significant challenges in consolidating GameStop and EB functions, integrating their organizations, procedures and operations in a timely and efficient manner and retaining key GameStop and EB personnel. The integration of GameStop and EB will be costly, complex and time consuming, and management of Holdco will have to devote substantial resources and efforts to it.

The integration process and other disruptions from the mergers could result in the disruption of each company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect their ability to maintain relationships with customers, suppliers, employees and others with whom they have business dealings or to achieve the anticipated benefits of the mergers.

GameStop and EB may be in default under certain of their store leases upon the closing of the mergers.

Certain of the store leases for GameStop and EB contain provisions that require the consent of the landlord before the tenant can complete a transaction such as the mergers or take other actions that may be required following the closing of the mergers. GameStop and EB may be in default under these store leases upon the closing of the mergers. If the landlords under these leases attempt to exercise any remedies available to them following the closing of the mergers, the business, financial conditions and results of operations of the combined company may be adversely affected.

We may fail to realize the anticipated synergies, cost savings and other benefits expected from the mergers, which could adversely affect the value of Holdco stock.

The success of the mergers will depend, in part, on our ability to realize the anticipated growth opportunities and cost savings from combining the businesses of GameStop and EB. Management of GameStop and EB have conservatively estimated that the combined company expects to realize approximately $30 million in cost savings and operating synergies by the end of 2006 and $50 million annually thereafter by capitalizing on consolidation and integration of certain functions as well as through the adoption by Holdco of the best practices of both GameStop and EB. However, to realize the anticipated benefits from the mergers, we must successfully combine the businesses of GameStop and EB in a manner that permits those costs savings synergies to be realized. In addition, we must achieve these savings without adversely affecting revenues. If we are not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected.

The merger agreement limits GameStop’s and EB’s ability to pursue alternatives to the mergers.

The merger agreement contains “no shop” provisions that, subject to limited exceptions, limit GameStop’s and EB’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of either GameStop or EB. In addition, GameStop and EB have agreed that if the merger agreement is terminated under certain circumstances, GameStop or EB will pay the other a termination fee of $40 million. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of GameStop or EB from considering or proposing an acquisition even if it were prepared to pay consideration with a higher per share price than that proposed in the mergers, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire GameStop or EB than it might otherwise have proposed to pay.

The mergers are subject to certain closing conditions that, if not satisfied or waived, will result in the mergers not being completed, which may cause the market price of GameStop common stock or EB common stock to decline.

The mergers are subject to customary conditions to closing, including compliance with the requirements of the HSR Act and the receipt of required approvals of the stockholders of GameStop and EB. If any condition to the mergers are not satisfied or, if permissible, waived, the mergers will not be completed. In addition, GameStop and EB may terminate the merger agreement in certain circumstances. If GameStop and EB do not complete the mergers, the market price of GameStop common stock or EB common stock may fluctuate to the extent that the current market prices of those shares reflect a market assumption that the mergers will be completed. GameStop and EB will also be obligated to pay certain investment banking, financing, legal and accounting fees and related expenses in connection with the mergers, whether or not the mergers are completed. In addition, GameStop and EB have each diverted significant management resources in an effort to complete the mergers and are each subject to restrictions contained in the merger agreement on the conduct of its business. If the mergers are not completed, GameStop and EB will each have incurred significant costs, including the diversion of management resources, for which it will have received little or no benefit. Further, in specified circumstances, GameStop and EB may be required to pay to the other a termination fee of $40 million if the merger agreement is terminated. For a detailed description of the circumstances in which such termination fee will be paid, see “The Mergers — The Merger Agreement — Termination” on page 87 and “— Termination Fees” on page 87.

Directors of GameStop and EB may have potential conflicts of interest in recommending that you vote in favor of the adoption of the merger agreement.

A number of directors of GameStop and a number of directors of EB who recommend that you vote in favor of the adoption of the merger agreement have employment or severance agreements, equity compensation and other benefit arrangements or other interests that provide them with interests in the mergers that differ from yours. In addition, certain directors of EB will continue as directors of Holdco while other directors will not, and in either case, Holdco will indemnify and provide insurance for their services as directors of GameStop and EB prior to the mergers. Leonard Riggio, a GameStop director, is a significant beneficial stockholder of GameStop and EB’s Chairman, James J. Kim, is a significant beneficial stockholder of EB. You should be aware of these interests when you consider your board of directors’ recommendation that you vote in favor of the mergers.

Holdco does not expect to pay dividends for the foreseeable future, and you must rely on increases in the trading prices of Holdco stock for returns on your investment.

Holdco does not expect to pay dividends in the foreseeable future. Former GameStop and EB stockholders who become stockholders of Holdco must rely on increases, if any, in the trading price of Holdco common stock for any return on their investment.

The former EB stockholders will have limited voting rights in the combined company.

The shares of Holdco Class A common stock that the current stockholders of EB will receive in connection with the EB merger will be entitled to one vote per share whereas the shares of Holdco Class B common stock that will be outstanding following the mergers will be entitled to ten votes per share. Accordingly, although the former stockholders of EB will own approximately 27.6% of the outstanding common stock of Holdco upon the closing of the mergers, their shares of stock will only represent approximately 5.7% of the combined voting power of Holdco.

The loss of key personnel may adversely affect Holdco.

Following the mergers, Holdco will be dependent upon the contributions of its senior management team, including R. Richard Fontaine and Daniel A. DeMatteo, and other key employees for its future

success. While Mr. Fontaine and Mr. DeMatteo have employment agreements with GameStop, if any of these executives or other key employees, were to cease to be employed by Holdco, including as a result of the integration of GameStop and EB following the mergers, Holdco could be adversely affected.

Former EB stockholders who become stockholders of Holdco will be governed by the amended and restated certificate of incorporation and amended and restated bylaws of Holdco.

EB stockholders who receive Holdco common stock in the mergers will become Holdco stockholders and their rights as stockholders will be governed by the amended and restated certificate of incorporation and amended and restated bylaws of Holdco and Delaware corporate law. As a result, there will be material differences between the current rights of EB stockholders and the rights they can expect to have as Holdco stockholders.

For example, among other differences, EB’s certificate of incorporation does not provide for a staggered board of directors but Holdco’s certificate of incorporation does, and thus an acquisition or change in control of Holdco by a third party that the board, in its judgment, might not have favored may be more difficult to effect.

Former GameStop stockholders who become stockholders of Holdco will be governed by the amended and restated certificate of incorporation and amended and restated bylaws of Holdco.

For example, among other differences, GameStop’s certificate of incorporation (without taking into effect the amendment to be voted upon in connection with this joint proxy statement-prospectus) provides that in connection with a merger, consolidation, etc. the holders of GameStop Class A common stock and GameStop Class B common stock will receive the same consideration. Holdco’s amended and restated certificate of incorporation provides that the holders of Holdco Class A common stock and Holdco Class B common stock will receive the same consideration, provided that the holders of Holdco Class B common stock may receive securities that differ on a per share basis as to voting rights and powers (but not more than ten to one) than those of the holders of Holdco Class A common stock.

“Market overhang” could depress the market price of Holdco common stock.

Upon the effectiveness of the registration statement required to be filed with the SEC under the registration rights agreement with the Kim Group, 9.1 million shares of Holdco Class A common stock will be available to be sold immediately into the public market. That “market overhang,” as well as any sales of such shares, could depress the market price of the Holdco common stock.

The combined company may be required to make severance payments to EB’s executive officers in connection with the mergers.

Certain executive officers of EB have the right to terminate their employment with EB following the mergers. If these EB executive officers elect to so terminate their employment, EB will be required to make severance payments in an amount equal to their current total compensation for a period equal to the greater of (i) the balance of their employment term under their employment agreements and (ii) twelve months, and to continue to provide them with their current benefits during such period. If all of the EB executive officers who have the right to these severance payments elect to terminate their employment following the closing of the mergers, EB will have to make aggregate severance payments of approximately $5.8 million to these executive officers.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement-prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this joint proxy statement-prospectus or they may be made a part of this joint proxy statement-prospectus by appearing in other documents filed with the SEC by GameStop, EB and Holdco and incorporated by reference in this joint proxy statement-prospectus. These statements may include statements regarding the period following completion of the mergers.

Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “objective,” “goal,” “should” and words and terms of similar substance used in connection with any discussion of future operating or financial performance of GameStop, EB or Holdco or of the mergers identify forward-looking statements. All forward-looking statements are management’s present expectations or forecasts of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In addition to the factors relating to the mergers discussed under the caption “Risk Factors” beginning on page 16 above, the following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements:


	•	the ability to obtain governmental approvals of the transaction on the proposed terms in a timely manner;

	•	the failure of GameStop and EB stockholders to approve the transaction; the risk that the businesses will not be integrated successfully;

	•	the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;

	•	disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; and

	•	competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that could cause GameStop’s and EB’s results to differ materially from those described in the forward-looking statements can be found in the Annual Reports on Forms 10-K (as amended) for the fiscal year ended January 29, 2005 of GameStop and EB filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement-prospectus in the case of forward-looking statements contained in this joint proxy statement-prospectus, or the dates of the documents incorporated by reference in this joint proxy statement-prospectus in the case of forward-looking statements made in those incorporated documents. Except as may be required by law, none of GameStop, EB or Holdco has any obligation to update or alter these forward-looking statements, whether as a result of new information, future events or otherwise.

We expressly qualify in their entirety all forward-looking statements attributable to GameStop, EB or Holdco or any person acting on our behalf by the cautionary statements contained or referred to in this section.

THE GAMESTOP ANNUAL MEETING

Joint Proxy Statement-Prospectus

This joint proxy statement-prospectus is being furnished to you in connection with the solicitation of proxies by the GameStop board of directors in connection with GameStop’s annual meeting of stockholders.

This joint proxy statement-prospectus is first being furnished to GameStop stockholders on or about , 2005.

Date, Time and Place of the GameStop Annual Meeting

The GameStop annual meeting is scheduled to be held as follows:

Purpose of the GameStop Annual Meeting

At the GameStop annual meeting, GameStop’s stockholders will be asked:


	1. To consider and vote on a proposal to (i) adopt the Agreement and Plan of Merger, dated as of April 17, 2005, by and among GameStop, GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and EB, including the transactions contemplated thereby, including the GameStop merger, pursuant to which, among other things, separate subsidiaries of Holdco will be merged with and into GameStop and EB, (ii) approve the amendment to GameStop’s certificate of incorporation to provide for the payment of the merger consideration as contemplated by the merger agreement and (iii) to approve the amendment to the GameStop Amended and Restated 2001 Incentive Plan to provide for the issuance of Holdco Class A common stock under the plan. In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock that they own. In addition, GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement-prospectus.

	2. To consider and vote on the adoption of the Holdco 2005 Incentive Plan.

	3. To elect three members to GameStop’s board of directors.

	4. To ratify the appointment of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006.

	5. To transact such other business as may properly come before the GameStop annual meeting or any adjournment or postponement of the GameStop annual meeting.

Record Date for the GameStop Annual Meeting

The board of directors of GameStop has fixed the close of business on , 2005 as the GameStop record date for determination of GameStop stockholders entitled to notice of and to vote at the GameStop annual meeting of stockholders.

On the GameStop record date, there were shares of GameStop Class A common stock and shares of GameStop Class B common stock outstanding and entitled to vote at the GameStop annual meeting, held by approximately holders of record. Shares that are held in GameStop’s treasury are not entitled to vote at the GameStop annual meeting.

Recommendation of the Board of Directors of GameStop

As discussed elsewhere in this joint proxy statement-prospectus, GameStop’s board of directors has approved the merger agreement and the transactions contemplated thereby, including the GameStop

merger, and has determined that the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of GameStop and its stockholders. The GameStop board of directors recommends that GameStop stockholders vote:


	•	FOR the proposal to adopt the merger agreement and the transactions contemplated thereby, including the GameStop merger, the amendment to GameStop’s certificate of incorporation to provide for the payment of the GameStop merger consideration as contemplated by the merger agreement and the amendment to the GameStop Amended and Restated 2001 Incentive Plan to provide for the issuance of Holdco Class A common stock under the plan;

	•	FOR the adoption of the Holdco 2005 Incentive Plan;

	•	FOR the election of the GameStop nominees for directors named in this joint proxy statement-prospectus; and

	•	FOR the ratification of BDO Seidman, LLP as GameStop’s registered independent public accounting firm for GameStop’s fiscal year ending January 28, 2006.

GAMESTOP PROPOSAL 1 — THE MERGERS

As discussed elsewhere in this joint proxy statement-prospectus, GameStop stockholders are considering and voting on a proposal to adopt the merger agreement and the transactions contemplated thereby, including the GameStop merger, an amendment to GameStop’s certificate of incorporation to provide for the payment of the GameStop merger consideration as contemplated by the merger agreement and the amendment to the GameStop Amended and Restated 2001 Incentive Plan to provide for the issuance of Holdco Class A common stock under the plan. You should carefully read this entire joint proxy statement-prospectus, including the full text of the merger agreement, which is attached as Annex A, and the other documents we refer you to for a more complete understanding of the mergers. In addition, we incorporate important business and financial information about each of GameStop and EB into this joint proxy statement-prospectus by reference. You may obtain the information incorporated by reference into this joint proxy statement-prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” which begins on page 159.

Effect of the GameStop Merger; What You Will Receive in the GameStop Merger

Upon completion of the GameStop merger, Cowboy Subsidiary LLC, a wholly-owned subsidiary of Holdco newly organized to effect the GameStop merger, will merge with and into GameStop. GameStop will be the surviving corporation in the GameStop merger and will thereby become a wholly-owned subsidiary of Holdco.

In the GameStop merger, each outstanding share of GameStop Class A common stock (other than shares owned by GameStop, Cowboy Subsidiary LLC or EB) will be converted into one share of Holdco Class A common stock and each share of GameStop Class B common stock (other than shares owned by GameStop, Cowboy Subsidiary LLC or EB) will be converted into one share of Holdco Class B common stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the date of the GameStop merger. Each share of GameStop common stock owned by GameStop, Cowboy Subsidiary LLC or EB will be cancelled without consideration.

All outstanding GameStop stock options will be converted into options to purchase the same number of shares of Holdco Class A common stock, subject to the same terms and conditions. Holdco shall assume the GameStop Amended and Restated 2001 Incentive Plan, as amended. As of May 23, 2005, there were approximately three million shares remaining available for grant pursuant to this plan.

any consolidation, merger, combination or other transaction in which shares of GameStop common stock are exchanged for other securities or property, of securities that differ as to voting rights and powers on a per share basis from the securities received by holders of GameStop Class A common stock, provided that such difference shall not exceed ten to one. This amendment is necessary to allow for the payment of the GameStop merger consideration in accordance with the terms of the merger agreement. This amendment requires the affirmative vote of a majority of the outstanding shares of GameStop Class A common stock, voting as a single class, and the affirmative vote of a majority of the GameStop Class A common stock and GameStop Class B common stock, voting together as a single class.

GameStop stockholders who receive Holdco common stock in the mergers will become Holdco stockholders and their rights as stockholders will be governed by the amended and restated certificate of incorporation and amended and restated bylaws of Holdco and Delaware corporate law. As a result, there will be material differences between the current rights of GameStop stockholders and the rights they can expect to have as Holdco stockholders. The rights pertaining to Holdco common stock and Holdco’s amended and restated certificate of incorporation and amended and restated bylaws are described under “Description of Holdco Capital Stock — Common Stock” on page 138 and the differences between the rights of Holdco and GameStop’s stockholders are described under “Comparison of Stockholder Rights” on page 141.

The GameStop board of directors recommends you vote FOR the merger proposal, and your proxy will be so voted unless you specify otherwise.

GAMESTOP PROPOSAL 2 — ADOPTION OF

HOLDCO 2005 INCENTIVE PLAN

The board of directors of Holdco has approved, subject to the approval of GameStop’s stockholders and EB’s stockholders, the adoption of Holdco’s 2005 Incentive Plan (the Incentive Plan or the Holdco 2005 Incentive Plan).

Holdco 2005 Incentive Plan

The following is a summary of the Holdco 2005 Incentive Plan. This summary is qualified in all respects by reference to the full text of the Incentive Plan included herein as Annex M.

General. The Incentive Plan provides for the grant of awards to key officers, employees, consultants, advisors and directors of Holdco, its subsidiaries and affiliates selected from time to time by the Incentive Plan Committee. The purpose of the Incentive Plan is to assist Holdco in attracting and retaining selected individuals to serve as directors, officers, consultants, advisors and employees who will contribute to its success and to achieve long-term objectives which will inure to the benefit of all its stockholders through the additional incentive inherent in the ownership of Holdco Class A common stock. Awards under the Incentive Plan may take the form of stock options, including corresponding share appreciation rights (SARs), restricted stock awards and other share-based awards.

Options available and outstanding. If approved, the maximum number of shares that may be the subject of awards under the Incentive Plan would be 5,000,000 shares of Holdco Class A common stock. This is in addition to the approximately 3,000,000 shares of Holdco Class A common stock that may be issued under the GameStop Amended and Restated 2001 Incentive Plan, as described in “The Mergers — Amendment to GameStop Amended and Restated 2001 Incentive Plan” on page 94. Shares are counted against the maximum number of authorized shares only to the extent they are actually issued. Thus, shares which terminate by expiration, forfeiture, cancellation, or otherwise, are settled in cash in lieu of shares, or exchanged for awards not involving shares, shall again be available for grant. Also, if the option price or tax withholding requirements of any award are satisfied by tendering shares to Holdco, or if a SAR is exercised, only the number of shares issued, net of the shares tendered, will be deemed issued under the Incentive Plan.

The Incentive Plan also imposes annual per-participant award limits. In any given year, the maximum number of shares with respect to which options or SARs may be granted to any employee is 1,000,000 shares, the maximum number of restricted share awards or other share-based awards that may be granted to any participant is 1,000,000 shares, and the maximum aggregate amount awarded or credited with respect to cash-based awards to any one participant may not exceed $5,000,000.

Incentive Plan Administration. The Holdco Compensation Committee (the Committee) will administer the Incentive Plan. Subject to the provisions of the Incentive Plan, the Committee has authority, in its sole discretion, to grant awards under the Incentive Plan, to interpret the provisions of the Incentive Plan and, subject to the requirements of applicable law, to prescribe, amend, and rescind rules and regulations relating to the Incentive Plan or any award thereunder as it may deem necessary or advisable. The Committee may alter, amend, suspend or terminate the Incentive Plan as it deems advisable, subject to any requirement for stockholder approval imposed by applicable law, including Sections 162(m) and 422 of the Code, or any rule of any stock exchange or quotation system on which shares are listed or quoted; provided that the Committee may not amend the Incentive Plan, without the approval of Holdco’s stockholders, to increase the number of shares that may be the subject of options under the Incentive Plan. In addition, except to the extent necessary to avoid the imposition of additional tax or interest under Section 409A of the Code, no amendment to, or termination of, the Incentive Plan shall in any way impair the rights of an optionee or a participant under any award previously granted without such optionee’s or participant’s consent.

Options. The Incentive Plan permits the granting of “incentive stock options” meeting the requirements of Section 422 of the Code, and “nonqualified stock options” that do not meet such requirements. The term of each option is determined by the Committee, but no incentive stock option may be exercised more than ten years after the date of grant. Options may also be subject to restrictions on exercise, such as exercise in periodic installments, as determined by the Committee. In general, the exercise price for options must be at least equal to 100% of the fair market value of the shares on the date of the grant. The exercise price can be paid in cash, or if approved by the Committee, by tendering shares owned by the participant, or any combination of the foregoing. Awards are not transferable except by will or the laws of descent and distribution and may generally be exercised only by the participant (or his or her guardian or legal representative) during his or her lifetime, provided, however, nonqualified stock options may, under certain circumstances, be transferable to family members and trusts for the benefit of the participant or his or her family members.

Share Appreciation Rights. The Incentive Plan provides that the Committee may grant SARs in connection with the grant of options. Each SAR must be associated with a specific option and must be granted at the time of grant of such option. A SAR is exercisable only to the extent the related option is exercisable. Upon the exercise of a SAR, the recipient is entitled to receive from Holdco up to, but no more than, an amount in shares equal to the excess of (i) the fair market value of one share on the date of such exercise over (ii) the exercise price of any related option, multiplied by the number of shares in respect of which such SAR shall have been exercised. Upon the exercise of a SAR, the related option, or the portion thereof in respect of which such SAR is exercised, will terminate. Upon the exercise of an option granted in tandem with a SAR, such tandem SAR will terminate. SARs may be granted only if Holdco shares are traded on an established securities market at the date of grant.

Restricted Stock. The Committee may award restricted shares under the Incentive Plan. Restricted shares give a participant the right to receive shares subject to a risk of forfeiture based upon certain conditions. The forfeiture restrictions on the shares may be based upon performance standards, length of service or other criteria as the Committee may determine. Until all restrictions are satisfied, lapsed or waived, we will maintain custody over the restricted shares but the participant will be able to vote the shares and will be entitled to all distributions paid with respect to the shares, as provided by the Committee. During such restrictive period, the restricted shares may not be sold, assigned, transferred, pledged or otherwise encumbered. Upon termination of employment, the participant forfeits the right to the shares to the extent the applicable performance standards, length of service requirements, or other measurement criteria have not been met.

Antidilution Provisions. In general, the Committee may adjust the number of shares authorized to be issued under the Incentive Plan and subject to outstanding awards (and the grant or exercise price thereof) to prevent dilution or enlargement of rights in the event of any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities, the issuance of warrants or other rights to purchase shares or other securities, or other similar capitalization change.

Termination and Amendment. The Incentive Plan will terminate by its terms and without any action by the board of directors in 2015. No awards may be made after that date. Awards outstanding on such termination date will remain valid in accordance with their terms. In general, the Committee may amend the Incentive Plan as it shall deem advisable, except that it may not amend the Incentive Plan to increase the number of shares authorized for issuance under the Incentive Plan without the consent of Holdco stockholders and it may not alter outstanding awards without a participant’s consent unless necessary to avoid imposition of additional tax or interest under Code Section 409A.

Treatment of Awards Upon a Change of Control and Related Transactions. One or more awards may be subject to the terms and conditions set forth in a written agreement between Holdco and a participant providing for different terms or provisions with respect to such awards upon a “change of control” of Holdco (as that term may be defined in such written agreement), provided, that such written agreement may not increase the maximum amount of such awards.

Awards for Non-U.S. Employees. To comply with the laws in other countries in which Holdco or its affiliates or subsidiaries operate or may operate or have employees, officers, directors, or third-party service providers, the Committee may establish, among other things, subplans under the Incentive Plan and modify the terms of the awards made to such employees, officers, directors or third-party service providers.

Certain Federal Income Tax Consequences of The Incentive Plan. The following is a brief summary of the principal federal income tax consequences of awards under the Incentive Plan. The summary is based upon current federal income tax laws and interpretations thereof, all of which are subject to change at any time, possibly with retroactive effect. The summary is not intended to be exhaustive and, among other things, does not describe state, local or foreign tax consequences.

A participant is not subject to federal income tax either at the time of grant or at the time of exercise of an incentive stock option. However, upon exercise, the difference between the fair market value of the shares and the exercise price is an item of tax preference subject to the possible application of the alternative minimum tax. If a participant does not dispose of shares acquired through the exercise of an incentive stock option in a “disqualifying disposition” (i.e., no disposition occurs within two years from the date of grant of the incentive stock option nor within one year of the transfer of the shares to the participant), then the participant will be taxed only upon the gain, if any, from the sale of such shares, and such gain will be taxable as gain from the sale of a capital asset.

Holdco will not receive any tax deduction on the exercise of an incentive stock option or, if the above holding period requirements are met, on the sale of the underlying shares. If there is a disqualifying disposition (i.e., one of the holding period requirements is not met), the participant will be treated as receiving compensation subject to ordinary income tax in the year of the disqualifying disposition and Holdco will be entitled to a deduction for compensation expense in an amount equal to the amount included in income by the participant. The participant generally will be required to include in income an amount equal to the difference between the fair market value of the shares at the time of exercise and the exercise price. Any appreciation in value after the time of exercise will be taxed as capital gain and will not result in any deduction by Holdco.

If nonqualified stock options are granted to a participant, there are no federal income tax consequences at the time of grant. Upon exercise of the option, the participant must report as ordinary income an amount equal to the difference between the exercise price and the fair market value of the shares on the date of exercise. Holdco will receive a tax deduction in like amount. Any appreciation in

value after the time of exercise will be taxed as capital gain and will not result in any deduction by Holdco.

No income will be realized by the participant in connection with the grant of any SAR. The participant must include in ordinary income the amount of cash received and the fair market value on the exercise date of any shares received upon the exercise of a SAR. Holdco will be entitled to a deduction equal to the amount included in such participant’s income by reason of the exercise of any SAR.

Except as described in the following paragraph, a grant of restricted shares does not constitute a taxable event for either a participant or Holdco. However, the participant will be subject to tax, at ordinary income tax rates, based on the fair market value of the shares when they are no longer subject to a substantial risk of forfeiture or they become transferable. Holdco will be entitled to take a commensurate deduction at that time.

A participant may elect to recognize taxable ordinary income at the time restricted shares are awarded in an amount equal to the fair market value of the shares at the time of grant, determined without regard to any forfeiture restrictions. Any such election must be filed with the Internal Revenue Service within 30 days following the date of grant. If such an election is made, Holdco will be entitled to a deduction at that time in the same amount. Future appreciation on the shares will be taxed at the capital gains rate when the shares are sold. However, if, after making such an election, the shares are forfeited, the participant will be unable to claim a deduction.

Pursuant to Section 162(m) of the Code, Holdco may not deduct compensation of more than $1,000,000 that is paid to an individual who, on the last day of the taxable year, is either Holdco’s chief executive officer or is among one of the four other most highly-compensated officers for that taxable year as reported in Holdco’s proxy statement (a Covered Employee). The limitation on deductions does not apply to certain types of compensation, including qualified performance-based compensation. It is intended that awards under the Incentive Plan made to Covered Employees in the form of options, performance-based restricted share awards, SARs, and cash payments under annual incentive awards will constitute qualified performance-based compensation and, as such, will be exempt from the $1,000,000 limitation on deductible compensation, but no assurance can be made in this regard.

The American Jobs Creation Act of 2004, enacted at the end of 2004, added new Section 409A of the Code. Section 409A imposes additional tax and interest charges on service providers who receive certain deferred compensation that does not meet the requirements of Section 409A. Holdco intends that awards under the Incentive Plan will meet the requirements of Section 409A, but no assurance can be made in this regard.

Awards made to participants under the Incentive Plan may be subject to federal, state and local income tax and employment tax withholding obligations and Holdco will comply with any requirements to withhold such taxes.

ERISA Status. The Incentive Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

The GameStop board of directors recommends you vote FOR the adoption of the Holdco 2005 Incentive Plan, and your proxy will be so voted unless you specify otherwise.

GAMESTOP PROPOSAL 3 — ELECTION OF GAMESTOP DIRECTORS

GameStop’s board of directors currently consists of seven directors. GameStop’s certificate of incorporation divides its board of directors into three classes: Class I, whose terms will expire at the GameStop annual meeting of stockholders to be held in 2006, Class II, whose terms will expire at the GameStop annual meeting of stockholders to be held in 2007, and Class III, whose terms will expire at this year’s GameStop annual meeting. Michael N. Rosen and Edward A. Volkwein are in Class I; R. Richard Fontaine and Stephanie M. Shern are in Class II; and Daniel A. DeMatteo, Leonard Riggio and Gerald R. Szczepanski are in Class III and are nominated for re-election at this year’s GameStop

annual meeting. At each GameStop annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third GameStop annual meeting following election.

In addition, GameStop’s certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the GameStop board of directors and may be from three to fifteen. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

In accordance with the recommendation of the Nominating and Corporate Governance Committee, the GameStop board of directors has nominated Daniel A. DeMatteo, Leonard Riggio and Gerald R. Szczepanski, each of whom is currently a member of the GameStop board of directors, for election as Class III directors. If elected, such nominees will serve for three-year terms to expire at GameStop’s annual meeting of stockholders in 2008 or until their successors are duly elected and qualified.

For information regarding the Class III directors nominated for reelection, and regarding the GameStop board of directors as a whole, see “Information about GameStop — Information about the Board of Directors and Executive Officers of GameStop” on page 97.

The GameStop board of directors recommends you vote FOR the election of the GameStop nominees for director named above, and your proxy will be so voted unless you specify otherwise.

GAMESTOP PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF

GAMESTOP’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

The GameStop board of directors has appointed the firm of BDO Seidman, LLP, which firm was engaged as GameStop’s registered independent public accounting firm for the fiscal year ended January 29, 2005, to audit the financial statements of GameStop for the fiscal year ending January 28, 2006. A proposal to ratify this appointment is being presented to the GameStop stockholders at the GameStop annual meeting. A representative of BDO Seidman will be present at the GameStop annual meeting and will have the opportunity to make a statement and will be available to respond to appropriate questions.

For information regarding audit-related and other fees, see “Information about GameStop — GameStop Registered Independent Public Accounting Firm” on page 114.

The GameStop board of directors considers BDO Seidman to be well qualified and recommends you vote FOR the ratification, and your proxy will be so voted unless you specify otherwise.

Votes Required

The presence of a majority of the voting power of the shares of GameStop common stock entitled to vote at the GameStop annual meeting must be represented in person or by proxy at the GameStop annual meeting to constitute a quorum. The adoption of the merger agreement and the transactions contemplated thereby, including the GameStop merger, and the approval of the amendment to GameStop’s certificate of incorporation and the amendment to the GameStop Amended and Restated 2001 Incentive Plan (collectively, the merger proposal) requires the affirmative vote of a majority of the outstanding shares of GameStop Class A common stock, voting as a single class, and the affirmative vote of a majority of the outstanding shares of GameStop Class A common stock and GameStop Class B common stock, voting together as a single class. The adoption of the Holdco 2005 Incentive Plan requires the affirmative vote of a majority of the voting power of GameStop common stock voting on the proposal in person or by proxy at the GameStop annual meeting. The three nominees for GameStop director receiving the highest vote totals will be elected as directors of GameStop to serve until the 2008 GameStop annual meeting of stockholders. The ratification of BDO Seidman, LLP as GameStop’s registered independent public accounting firm requires the affirmative vote of a majority of the voting power of GameStop common stock voting on the proposal in person or by proxy at the GameStop annual meeting. At the GameStop

annual meeting, each holder of GameStop Class A common stock is entitled to one vote for each share of GameStop Class A common stock, and each holder of GameStop Class B common stock is entitled to ten votes for each share of GameStop Class B common stock, held as of the GameStop record date on all matters properly submitted to the GameStop stockholders.

Pursuant to a voting agreement, the Riggio Group has agreed to vote their shares of GameStop common stock in favor of the adoption of the merger proposal. As of , 2005, the GameStop record date, the Riggio Group owned approximately 5.3 million shares of GameStop Class B common stock, which represents approximately 16.4% of the combined voting power of all classes of GameStop’s voting stock. The Riggio Group also holds exercisable options to acquire 4,500,000 shares of GameStop Class A common stock. These options are not expected to be exercised prior to the GameStop record date and therefore the Riggio Group is not expected to have any voting power with respect to the GameStop Class A common stock.

A complete list of GameStop stockholders entitled to vote at the GameStop annual meeting will be available for inspection at the executive offices of GameStop during regular business hours for a period of no less than ten days before the GameStop annual meeting.

Adjournment or Postponement

The GameStop annual meeting may be adjourned or postponed by GameStop’s chairman and other authorized persons in order to permit further solicitation of proxies. However, no proxy that is voted against a proposal described in this joint proxy statement-prospectus will be voted in favor of an adjournment.

Proxies

All shares of GameStop common stock represented by properly executed proxies or voting instructions (including those given through electronic voting through the Internet or by telephone) received before or at the GameStop annual meeting prior to the closing of the polls will, unless revoked, be voted in accordance with the instructions indicated on those proxies or voting instructions. If no instructions are indicated on a properly executed proxy card, the shares will be voted FOR adoption of the GameStop proposals described herein. If you return a properly executed proxy card or voting instruction card and have indicated that you have abstained from voting, your GameStop common stock represented by the proxy will be considered present at the GameStop annual meeting for purposes of determining a quorum, but will have the same effect as a vote against adopting the merger proposal described herein. We urge you to mark each applicable box on the proxy card or voting instruction card to indicate how to vote your shares.

If your GameStop shares are held in an account at a broker or bank, you must instruct the broker or bank on how to vote your GameStop shares. If an executed proxy card returned by a broker or bank holding GameStop shares indicates that the broker or bank does not have discretionary authority to vote on a particular matter, the shares will be considered present at the GameStop annual meeting for purposes of determining the presence of a quorum, but will have the same effect as a vote against adopting the merger proposal. This is called a broker non-vote. Your broker or bank will vote your GameStop annual shares over which it does not have discretionary authority only if you provide instructions on how to vote by following the instructions provided to you by your broker or bank.

Because the adoption of the merger proposal requires the affirmative vote of a majority of the outstanding shares of GameStop Class A common stock, voting as a single class, and the affirmative vote of a majority of the GameStop Class A common stock and GameStop Class B common stock, voting together as a single class, abstentions, failures to vote and broker non-votes will have the same effect as votes against adopting the merger proposal.

GameStop does not expect that any matter other than the proposals described herein will be brought before its annual meeting. If, however, other matters are properly presented, the persons named as proxies

will vote in accordance with their judgment with respect to those matters, unless you withhold authority to do so on the proxy card or voting instruction card.

The persons named as proxies may vote for one or more adjournments of the GameStop annual meeting to permit further solicitations in favor of the proposals to be considered at those meetings. However, no proxy that is voted against a proposal described in this joint proxy statement-prospectus will be voted in favor of an adjournment.

You may revoke your proxy at any time before it is voted by:


	•	filing a written notice of revocation with the Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051;

	•	delivering a subsequently dated proxy; or

	•	appearing in person and voting at the GameStop annual meeting if you are a holder of record.

Attendance at the GameStop annual meeting will not in and of itself constitute revocation of a proxy. If the GameStop annual meeting is postponed or adjourned, it will not affect the ability of GameStop stockholders of record as of the GameStop record date to exercise their voting rights or to revoke any previously-granted proxy using the methods described above.

Voting Electronically or by Telephone

Because Delaware, the state in which GameStop is incorporated, permits electronic submission of proxies through the Internet or by telephone, instead of submitting proxies by mail on the enclosed proxy card or voting instruction card, GameStop stockholders of record and many GameStop stockholders who hold their shares through a broker or bank will have the option to submit their proxies or voting instructions electronically through the Internet or by telephone. Please note that there are separate arrangements for using the Internet and telephone depending on whether your shares are registered in GameStop’s stock records in your name or in the name of a broker, bank or other holder of record. If you hold your GameStop shares through a broker, bank or other holder of record, you should check your proxy card or voting instruction card forwarded by your broker, bank or other holder of record to see which options are available.

Stockholders of record of GameStop common stock at the close of business on , 2005, the GameStop record date, may submit their proxies:


	•	through the Internet by visiting a website established for that purpose at http://www. and following the instructions; or

	•	by telephone by calling the toll-free number 800-491-3365 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions. GameStop stockholders calling from another country may call 212-440-9800 and follow the recorded instructions.

Solicitation of Proxies

To assist in the solicitation of proxies, GameStop has retained Georgeson Shareholder Communications, Inc. for a fee not to exceed $9,000 plus reimbursement of expenses. GameStop and its proxy solicitor will also request banks, brokers and other intermediaries holding shares of GameStop common stock beneficially owned by others to send this joint proxy statement-prospectus to, and obtain proxies from, the beneficial owners and will, if requested, reimburse the record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other

electronic means, advertisements and personal solicitation by the directors, officers or employees of GameStop. No additional compensation will be paid to GameStop’s directors, officers or employees for soliciting votes in connection with the GameStop annual meeting.

THE EB ANNUAL MEETING

Joint Proxy Statement-Prospectus

This joint proxy statement-prospectus is being furnished to you in connection with the solicitation of proxies by the EB board of directors in connection with EB’s annual meeting of stockholders.

This joint proxy statement-prospectus is first being furnished to EB stockholders on or about , 2005.

Date, Time and Place of the EB Annual Meeting

The EB annual meeting is scheduled to be held as follows:

Purpose of the EB Annual Meeting

At the EB annual meeting, EB’s stockholders will be asked:


	1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 17, 2005, by and among GameStop, GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and EB, including the transactions contemplated thereby, including the EB merger, pursuant to which, among other things, separate subsidiaries of Holdco will be merged with and into GameStop and EB. In the proposed mergers, EB common stockholders will have the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock that they own. In addition, GameStop stockholders will receive one share of Holdco Class A common stock for each share of GameStop Class A common stock that they own and one share of Holdco Class B common stock for each share of GameStop Class B common stock that they own. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement-prospectus.

	2. To consider and vote on the adoption of the Holdco 2005 Incentive Plan.

	3. To elect seven directors as EB’s board of directors.

	4. To consider and vote upon a proposal to ratify the appointment of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006.

	5. To transact such other business as may properly come before the EB annual meeting or any adjournment or postponement of the EB annual meeting.

Record Date for the EB Annual Meeting

The EB board of directors has fixed the close of business on , 2005 as the EB record date for determination of EB stockholders entitled to notice of and to vote at EB’s annual meeting of stockholders.

On the EB record date, there were shares of EB common stock outstanding and entitled to vote at the EB annual meeting, held by approximately holders of record. Shares that are held in EB’s treasury are not entitled to vote at the EB annual meeting.

Recommendation of the Board of Directors of EB

As discussed elsewhere in this joint proxy statement-prospectus, EB’s board of directors has approved the merger agreement and the transactions contemplated thereby, including the EB merger, and

has determined that the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of EB and its stockholders. The EB board of directors recommends that EB stockholders vote:


	•	FOR the proposal to adopt the merger agreement and the transactions contemplated thereby, including the EB merger;

	•	FOR the adoption of the Holdco 2005 Incentive Plan;

	•	FOR the election of the EB nominees for director named in this joint proxy statement-prospectus; and

	•	FOR the ratification of KPMG LLP as EB’s registered independent public accounting firm for EB’s fiscal year ending January 28, 2006.

EB PROPOSAL 1 — THE MERGERS

As discussed elsewhere in this joint proxy statement-prospectus, EB stockholders are considering and voting on a proposal to adopt the merger agreement and the transactions contemplated thereby, including the EB merger. You should carefully read this entire joint proxy statement-prospectus, including the full text of the merger agreement, which is attached as Annex A, and the other documents we refer you to for a more complete understanding of the mergers. In addition, we incorporate important business and financial information about each of GameStop and EB into this joint proxy statement-prospectus by reference. You may obtain the information incorporated by reference into this joint proxy statement-prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” which begins on page 159.

Effect of the EB Merger; What You Will Receive in the EB Merger

Upon completion of the EB merger, Eagle Subsidiary LLC, a wholly-owned subsidiary of Holdco newly organized to effect the EB merger, will merge with and into EB. EB will be the surviving corporation in the EB merger and will thereby become a wholly-owned subsidiary of Holdco.

If the EB merger is completed, EB common stockholders will receive $38.15 in cash and .78795 of a share of Holdco Class A common stock for each share of EB common stock that they own. Upon completion of the mergers, current holders of EB common stock will, as a group, own approximately 27.6% of the outstanding common stock of the combined company, which equals approximately 5.7% of the combined voting power of Holdco. Holdco will not issue fractional shares of Holdco common stock in exchange for shares of EB. Holders of EB common stock that would otherwise be entitled to a fractional share of Holdco common stock will instead receive an amount in cash equal to such fraction multiplied by the average of the closing sale prices of GameStop Class A common stock on the ten trading days prior to the date on which the EB merger is completed.

Each outstanding EB stock option will be exchanged for the right to receive cash in an amount equal to (1) $38.15 plus (2) .78795 multiplied by the average of the closing prices of GameStop Class A common stock for the ten trading days prior to the closing date minus (3) the exercise price per share of such stock option minus (4) any applicable tax withholding.

The rights pertaining to Holdco common stock will be different from the rights pertaining to EB common stock because the amended and restated certificate of incorporation and amended and restated bylaws of Holdco in effect immediately after the mergers are completed will be different from those of EB. A further description of the rights pertaining to Holdco common stock and Holdco’s amended and restated certificate of incorporation and amended and restated bylaws which will be in effect immediately after the mergers are completed is further described under “Description of Holdco Capital Stock — Common Stock” on page 138 and “Comparison of Stockholder Rights” beginning on page 141.

The EB board of directors recommends you vote FOR the adoption of the merger agreement and the transactions contemplated thereby, including the EB merger, and your proxy will be so voted unless you specify otherwise.

EB PROPOSAL 2 — ADOPTION OF

HOLDCO 2005 INCENTIVE PLAN

The Holdco board of directors has approved, subject to the approval of EB’s stockholders and GameStop’s stockholders, the adoption of the Holdco 2005 Incentive Plan. A copy of the Incentive Plan is included as Annex M to this joint proxy statement-prospectus.

Holdco 2005 Incentive Plan

For a description of the Holdco 2005 Incentive Plan, see “The GameStop Annual Meeting — GameStop Proposal 2 — Adoption of Holdco 2005 Incentive Plan” on page 23.

The EB board of directors recommends you vote FOR the adoption of the Holdco 2005 Incentive Plan, and your proxy will be so voted unless you specify otherwise.

EB PROPOSAL 3 — ELECTION OF EB DIRECTORS

EB’s certificate of incorporation and bylaws provide that its directors serve for a term of one year and until their successors are elected.

The EB board of directors has nominated for election as EB directors:


	•	Dean S. Adler,

	•	Jeffrey W. Griffiths,

	•	James J. Kim,

	•	Susan Y. Kim,

	•	Louis J. Siana,

	•	Alfred J. Stein, and

	•	Stanley (Mickey) Steinberg.

Each nominee is currently a member of the EB board of directors. If elected, these nominees will serve for a term of one year which expires at EB’s annual meeting of stockholders in 2006, until their successors are duly elected and qualified or until their earlier resignation.

The EB board of directors has no reason to believe that any of the nominees will not serve if elected, but if any nominee should subsequently become unavailable to serve as a director, the persons named as proxies may, in their discretion, vote for a substitute nominee designated by the EB board of directors or, alternatively, the EB board of directors may reduce the number of directors to be elected at the EB annual meeting.

For information regarding the seven nominees for EB’s board of directors, see “Information about EB — Information about the Board of Directors and Executive Officers of EB” beginning on page 117.

The EB board of directors recommends you vote FOR the election of the EB nominees for director named above, and your proxy will be so voted unless you specify otherwise.

EB PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF

EB’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

The EB board of directors has appointed the firm of KPMG LLP, which firm was engaged as EB’s registered independent public accounting firm for the fiscal year ended January 29, 2005, to audit the financial statements of EB for the fiscal year ending January 28, 2006. A proposal to ratify this appointment is being presented to the EB stockholders at the EB annual meeting. A representative of KPMG will be present at the EB annual meeting and will have the opportunity to make a statement and will be available to respond to appropriate questions.

For information regarding audit-related and other fees, see “Information about EB — EB Registered Independent Public Accounting Firm” on page 130.

The EB board of directors considers KPMG to be well qualified and recommends you vote FOR the ratification, and your proxy will be so voted unless you specify otherwise.

Votes Required

The presence of a majority of the outstanding shares of EB common stock entitled to vote at the EB annual meeting must be represented in person or by proxy at the EB annual meeting to constitute a quorum. The adoption of the merger agreement and the transactions contemplated thereby, including the EB merger, requires the affirmative vote of a majority of the outstanding shares of EB common stock. The adoption of the Holdco 2005 Incentive Plan requires the affirmative vote of a majority of the outstanding shares of EB common stock voting on the proposal in person or by proxy at the EB annual meeting. The seven nominees for EB director receiving the highest vote totals will be elected as directors of EB to serve until the next EB annual meeting of stockholders or their earlier resignation. The ratification of KPMG LLP as EB’s registered independent public accounting firm requires the affirmative vote of a majority of the outstanding shares of EB common stock voting on the proposal in person or by proxy at the EB annual meeting. At the EB annual meeting, each holder of EB common stock is entitled to one vote for each share of EB common stock held as of the EB record date on all matters properly submitted to the EB stockholders.

Pursuant to a voting agreement, subject to certain limitations, the Kim Group has agreed to vote its shares of EB common stock in favor of the adoption of the merger agreement. As of , 2005, the EB record date, the Kim Group beneficially owned approximately 11.6 million shares of EB common stock which represents approximately 46.7% of the outstanding shares of EB common stock entitled to vote at the EB annual meeting.

A complete list of EB stockholders entitled to vote at the EB annual meeting will be available for inspection at the executive offices of EB during regular business hours for a period of no less than ten days before the EB annual meeting.

Adjournment or Postponement

The EB annual meeting may be adjourned or postponed by EB’s chairman and other authorized persons in order to permit further solicitation of proxies. However, no proxy that is voted against a proposal described in this joint proxy statement-prospectus will be voted in favor of an adjournment.

Proxies

All shares of EB common stock represented by properly executed proxies or voting instructions (including those given through electronic voting through the Internet or by telephone) received before or at the EB annual meeting prior to the closing of the polls will, unless revoked, be voted in accordance with the instructions indicated on those proxies or voting instructions. If no instructions are indicated on a properly executed proxy card, the shares will be voted FOR adoption of the proposals described herein. If you return a properly executed proxy card or voting instruction card and have indicated that you have abstained from voting, your EB common stock represented by the proxy will be considered present at the

EB annual meeting for purposes of determining a quorum, but will have the same effect as a vote against adopting the merger agreement as described herein. We urge you to mark each applicable box on the proxy card or voting instruction card to indicate how to vote your shares.

If your EB shares are held in an account at a broker or bank, you must instruct the broker or bank on how to vote your EB shares. If an executed proxy card returned by a broker or bank holding EB shares indicates that the broker or bank does not have discretionary authority to vote on a particular matter, the shares will be considered present at the EB annual meeting for purposes of determining the presence of a quorum, but will have the same effect as a vote against adopting the merger agreement. This is called a broker non-vote. Your broker or bank will vote your EB shares over which it does not have discretionary authority only if you provide instructions on how to vote by following the instructions provided to you by your broker or bank.

Because the adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of EB common stock, abstentions, failures to vote and broker non-votes will have the same effect as votes against adopting the merger agreement.

EB does not expect that any matter other than the proposals described herein will be brought before its annual meeting. If, however, other matters are properly presented, the persons named as proxies will vote in accordance with their judgment with respect to those matters, unless you withhold authority to do so on the proxy card or voting instruction card.

The persons named as proxies may vote for one or more adjournments of the EB annual meeting to permit further solicitations in favor of the proposals to be considered at those meetings. However, no proxy that is voted against a proposal described in this joint proxy statement-prospectus will be voted in favor of an adjournment.

You may revoke your proxy at any time before it is voted by:


	•	filing a written notice of revocation with the Secretary, Electronics Boutique Holdings Corp., 931 South Matlack Street, West Chester, Pennsylvania 19382, if you are an EB stockholder;

	•	delivering a subsequently dated proxy; or

	•	appearing in person and voting at the EB annual meeting if you are a holder of record.

Attendance at the EB annual meeting will not in and of itself constitute revocation of a proxy. If the EB annual meeting is postponed or adjourned, it will not affect the ability of EB stockholders of record as of the EB record date to exercise their voting rights or to revoke any previously-granted proxy using the methods described above.

Voting Electronically or by Telephone

Because Delaware, the state in which EB is incorporated, permits electronic submission of proxies through the Internet or by telephone, instead of submitting proxies by mail on the enclosed proxy card or voting instruction card, EB stockholders of record and many EB stockholders who hold their shares through a broker or bank will have the option to submit their proxies or voting instructions electronically through the Internet or by telephone. Please note that there are separate arrangements for using the Internet and telephone depending on whether your shares are registered in EB’s stock records in your name or in the name of a broker, bank or other holder of record. If you hold your EB shares through a broker, bank or other holder of record, you should check your proxy card or voting instruction card forwarded by your broker, bank or other holder of record to see which options are available.

Stockholders of record of EB common stock at the close of business on , 2005, the EB record date, may submit their proxies:


	•	through the Internet by visiting a website established for that purpose at http://www. and following the instructions; or


	•	by telephone by calling the toll-free number 800-267-4403 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions. EB stockholders calling from another country may call 212-440-9800 and follow the recorded instructions.

Solicitation of Proxies

To assist in the solicitation of proxies, EB has retained Georgeson Shareholder Communications, Inc. for a fee not to exceed $7,500 plus reimbursement of expenses. EB and its proxy solicitor will also request banks, brokers and other intermediaries holding shares of EB common stock beneficially owned by others to send this joint proxy statement-prospectus to, and obtain proxies from, the beneficial owners and will, if requested, reimburse the record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of EB. No additional compensation will be paid to EB’s directors, officers or employees for soliciting votes in connection with the EB annual meeting.

THE MERGERS

Background of the Mergers

On several isolated occasions prior to January 2005, representatives of EB approached Leonard Riggio, a director of GameStop and Chairman of Barnes & Noble, about the possibility of either combining EB and GameStop or EB acquiring a controlling interest in GameStop from Barnes & Noble. In each case, the contacts were preliminary and did not result in any negotiations regarding a transaction involving EB or GameStop or any discussions of significant economic terms with respect to any transaction involving either of the two companies.

On January 10, 2005, R. Richard Fontaine, GameStop’s Chairman and Chief Executive Officer, and John R. Panichello, EB’s Executive Vice President and Chief Operating Officer, met while attending the same social function. Mr. Fontaine and Mr. Panichello briefly discussed whether a combination of GameStop and EB might be beneficial for the stockholders of both companies. Messrs. Fontaine and Panichello agreed to further examine independently the benefits of such a combination.

On January 12, 2005, representatives of Merrill Lynch, EB’s financial advisor, met with Mr. Riggio. At the meeting, the Merrill Lynch representatives indicated that EB was willing to consider purchasing GameStop, either for consideration consisting entirely of cash or some combination of cash and EB common stock. The Merrill Lynch representatives and Mr. Riggio agreed that Merrill Lynch would have discussions with James J. Kim, EB’s Chairman, with the aim of developing a proposal to present to GameStop.

On February 9, 2005, Messrs. Fontaine and Riggio met with Mr. Kim and representatives of Merrill Lynch and Keane Advisors, LLC, an additional EB financial advisor, to discuss in general terms a possible purchase of GameStop by EB. No proposal was made at that time, although EB continued to express an interest in developing one that would be mutually acceptable.

On February 10, 2005, representatives of Merrill Lynch further discussed with Mr. Riggio a possible transaction between GameStop and EB.

On February 14, 2005, Mr. Fontaine met with Mr. Kim to discuss the possible benefits of a combination and the roles Mr. Fontaine might be expected to assume with the combined company. Mr. Fontaine met later that day with a representative of Keane Advisors to discuss similar matters.

On February 24, 2005, Mr. Riggio had a conference call with representatives of Merrill Lynch to further discuss a possible transaction between GameStop and EB.

On March 1, 2005, Messrs. Kim and Panichello, along with Jeffrey W. Griffiths, EB’s President and Chief Executive Officer and a member of EB’s board of directors, attended an industry marketing event where they met with Daniel A. DeMatteo, GameStop’s Vice Chairman (then President) and Chief Operating Officer. They discussed the benefits of a combination and the roles Mr. DeMatteo might be expected to assume with the combined company.

During the first two weeks of March 2005, GameStop considered an unrelated alternative acquisition while awaiting a proposal from EB. Mr. Riggio indicated to representatives of Merrill Lynch at this time that he would expect that any proposal EB might make to GameStop would reflect a substantial premium to GameStop stockholders to the then-current trading price of GameStop common stock.

On March 14, 2005, Citigroup Global Markets, GameStop’s financial advisor, and Merrill Lynch met to discuss possible terms of a transaction between GameStop and EB. Although Merrill Lynch indicated that EB preferred to be the purchaser in any combination of the two companies, Merrill Lynch did not propose any transaction that GameStop management considered to provide an acceptable market premium to GameStop’s stockholders. As a result, it was subsequently determined that discussions would cease so that each company could pursue its own opportunities independently. During this time, GameStop continued to consider an alternative acquisition.

On March 29, 2005, Messrs. Fontaine, DeMatteo and Riggio, together with GameStop’s financial advisor, met to discuss GameStop’s strategic growth alternatives. GameStop’s financial advisor was authorized to contact EB with a proposal for the acquisition of EB by GameStop.

On March 31, 2005, GameStop’s financial advisor and Merrill Lynch met to discuss the following GameStop proposal: GameStop would acquire all of EB’s outstanding common stock for $38.15 in cash and 0.78795 of a share of GameStop Class A common stock for each share of EB common stock. Based upon the then-current trading price of GameStop Class A common stock, the proposal had a value of $54.50 per share of EB common stock (with the consideration consisting of approximately 70% cash and 30% GameStop Class A common stock), reflecting an approximately 30% premium to the then-current trading price of EB common stock. GameStop’s proposal also provided that GameStop’s board of directors would control the combined company and that Messrs. Fontaine and DeMatteo would become Chairman and Chief Executive Officer, and Vice Chairman and Chief Operating Officer, respectively, of the combined company. Citigroup indicated that GameStop had requested a prompt response from EB so that GameStop would be in a position to determine whether to pursue the alternative time-sensitive acquisition that it was considering and that GameStop was prepared to work toward announcing a transaction with EB by April 18, 2005. Merrill Lynch agreed to communicate GameStop’s proposal and provide EB’s response as soon as practicable.

On April 2, 2005, a representative of Merrill Lynch contacted GameStop’s financial advisor and stated that, subject to the completion of satisfactory due diligence, EB was prepared to move forward with the transaction proposed by GameStop. Merrill Lynch also indicated that EB would require that Mr. Kim and an independent director to be selected by EB become members of the board of directors of the combined company. GameStop’s financial advisor and Merrill Lynch also discussed the desirability of obtaining, in connection with the proposed transaction, agreements from each company’s significant stockholders (the Kim Group in the case of EB and the Riggio Group in the case of GameStop) to vote in favor of the transaction.

On or about April 6, 2005, representatives of the companies held discussions regarding structural aspects of the proposed transaction, including the use of Holdco, as a new holding company, to acquire both GameStop (solely for Holdco stock) and EB (for cash and Holdco stock). EB’s representatives also indicated that the Kim Group would require registration rights with respect to the shares of Holdco stock it would receive in the transaction as a condition to entering into the Kim Group voting agreement given that, unlike the shares of Holdco Class A common stock to be received by other EB stockholders, those shares would not be freely transferable. In addition, GameStop’s representatives indicated to certain of EB’s representatives that one of GameStop’s conditions to proceeding with a transaction would be that Mr. Kim enter into a non-competition agreement in favor of GameStop.

On April 7, 2005, GameStop’s and EB’s representatives had a conference call to discuss the respective roles and responsibilities of the parties in proceeding with the proposed transaction.

On April 8, 2005, GameStop and EB executed a mutual confidentiality agreement pursuant to which they each agreed to use the confidential information provided to it by the other solely in connection with evaluating the proposed transaction and to keep all such information confidential.

Following the signing of the mutual confidentiality agreement, and continuing through April 17, 2005, the parties and their representatives exchanged information in response to their respective due diligence requests and asked and answered questions with respect to the exchanged materials. During that period, through their counsel, the parties also prepared and negotiated the relevant transaction documents, including the merger agreement, the Kim Group voting agreement, the Riggio Group voting agreement, the lender financing commitments and forms of the non-competition agreement and the registration rights agreement.

On April 11 and April 12, 2005, Mr. Fontaine, together with a representative of Keane Advisors, met with members of EB’s senior management to discuss their views with respect to the proposed transaction and their willingness to continue employment with the combined company.

On April 11, 2005, the GameStop board of directors met telephonically to discuss the terms of the proposed merger agreement and the related financing, the merits of the transaction and the status of the negotiations and due diligence efforts. At this meeting, Citigroup reviewed with the GameStop board of directors financial aspects of the proposed transaction, and Bryan Cave reviewed with the board of directors legal matters pertaining to the proposed transaction. After discussion, the board of directors directed GameStop management to continue to negotiate a final form of merger agreement and related transaction documents, including lender financing commitments, on the terms discussed at the meeting. The board of directors agreed to meet again on April 15, 2005 for a further update on the status of the negotiations and due diligence efforts and, if appropriate, to consider approval of the transaction.

On April 12, 2005, the EB board of directors met at EB’s executive offices to discuss the terms of the proposed merger agreement, the merits of the transaction and the status of the negotiations and due diligence efforts. Merrill Lynch reviewed with the EB board of directors financial aspects of the proposed transaction, and Klehr Harrison reviewed with the EB board of directors legal matters pertaining to the proposed transaction. After discussion, the board of directors directed EB management to continue to negotiate a final form of merger agreement and related transaction documents on the terms discussed at the meeting. The EB board of directors agreed to meet again on or prior to April 17, 2005 for a further update on the status of the negotiations and due diligence efforts and, if appropriate, to consider approval of the transaction.

On or about April 12, 2005, EB retained Peter J. Solomon Company as an additional financial advisor to provide a second fairness opinion in connection with the possible business combination transaction with GameStop in light of the anticipated role of Merrill Lynch to assist in arranging financing for the transaction. The EB board of directors selected Peter J. Solomon Company as a result of its qualifications, reputation and experience, particularly in the retail sector.

On April 15, 2005, the GameStop board of directors met telephonically to receive an update on the status of the negotiations and due diligence findings. At this meeting, Citigroup reviewed with the board of directors its financial analysis of the proposed EB merger consideration. Bryan Cave reviewed with the board of directors the changes made to the merger agreement and other transaction documents since the last board of directors meeting. The board of directors agreed to meet on April 17, 2005 once the merger agreement was finalized, with the expectation that the board of directors would consider approval of the final form of the merger agreement at that meeting.

On April 17, 2005, the GameStop board of directors met telephonically to receive a final update on the status of the negotiations and due diligence findings. At this meeting, Citigroup rendered to the board of directors its oral opinion, confirmed by delivery of a written opinion dated April 17, 2005, to the effect that, as of that date and based on and subject to the matters described in its opinion, the EB merger consideration was fair, from a financial point of view, to GameStop. Bryan Cave reviewed with the board of directors the final changes made to the merger agreement and other transaction documents since the last board of directors meeting. The board of directors authorized and directed GameStop’s management to execute and deliver to EB the final form of merger agreement and related transaction documents presented to the board of directors at the meeting and resolved to recommend the adoption of the merger agreement to GameStop’s stockholders. GameStop exchanged with its lenders executed counterpart signature pages of their financing commitments.

Also on April 17, 2005, following the GameStop board of directors meeting, the EB board of directors met telephonically to receive a final update on the status of the negotiations and the due diligence findings. Merrill Lynch rendered to the EB board of directors its oral opinion, confirmed by delivery of a written opinion dated April 17, 2005, to the effect that, as of that date and based on and subject to the assumptions made, matters described and qualifications and limitations in its written opinion, the merger consideration to be received in the EB merger was fair, from a financial point of view, to EB’s stockholders

other than GameStop, its affiliates and the Kim Group. Peter J. Solomon Company rendered to the EB board of directors its oral opinion, confirmed by delivery of a written opinion dated April 17, 2005, to the effect that, as of that date and based on and subject to the assumptions made, matters described and qualifications and limitations in its written opinion, the merger consideration proposed to be received by the holders of EB common stock in the EB merger was fair, from a financial point of view, to the holders of EB common stock, excluding the Kim Group. Klehr Harrison reviewed with the board of directors the final changes made to the merger agreement and other transaction documents since the last board of directors meeting. The board of directors authorized and directed EB’s management to execute and deliver to GameStop the final form of the merger agreement and related transaction documents presented to the board of directors at the meeting and resolved to recommend the adoption of the merger agreement to EB’s stockholders. Following the meeting, executed counterpart signature pages of the merger agreement and the Kim Group and Riggio Group voting agreements were exchanged by the parties.

On April 18, 2005, prior to the opening of trading on the NYSE and the NASDAQ National Market, GameStop and EB issued a joint press release announcing the execution of the merger agreement.

GameStop’s Reasons for the GameStop Merger; Recommendation of the GameStop Merger by the GameStop Board of Directors

The GameStop board of directors believes that the merger agreement and the transactions contemplated thereby, including the GameStop merger, the amendment to GameStop’s certificate of incorporation to provide for the payment of the GameStop merger consideration as contemplated by the merger agreement and the amendment to the GameStop Amended and Restated 2001 Incentive Plan to provide for the issuance of Holdco Class A common stock under the plan, are advisable and fair to and in the best interests of GameStop and its stockholders. Accordingly, the GameStop board of directors has approved the merger proposal and recommends that the GameStop stockholders vote FOR adoption of the merger proposal.

As described above under “— Background of the Merger,” the GameStop board of directors consulted with GameStop’s senior executive officers and GameStop’s legal and financial advisors in connection with its evaluation of the merger agreement and the transactions contemplated thereby. In reaching its decision, the GameStop board of directors considered a variety of factors, including the following:


	•	the transaction will create one of the leading video game retailers in the world, effectively doubling GameStop’s size to over 4,000 stores with estimated pro forma combined sales of over $3.8 billion in GameStop fiscal 2004, which should increase the ability of Holdco to compete successfully in the highly competitive interactive entertainment industry on a global basis;

	•	the transaction will dramatically expand GameStop’s international operations, a targeted growth area for GameStop, from 25 stores in Ireland and Northern Ireland generating less than 2% of GameStop’s revenues to 545 stores in Australia, Canada, Denmark, Germany, Ireland, Italy, New Zealand, Northern Ireland, Norway and Sweden generating approximately 16% of Holdco’s revenues, and provide Holdco with a strong platform for further international growth;

	•	as an industry leader of substantial size, Holdco is expected to be well-positioned to capitalize with its customers and suppliers on the new video game cycle anticipated to commence with the release in late 2005 and 2006 of next generation video game systems and related software;

	•	the cost savings and operating synergies expected to be realized by Holdco through consolidation and integration of certain functions as well as through the adoption by Holdco of best practices from both GameStop and EB, which are estimated to exceed $30 million in GameStop fiscal 2006 and $50 million annually thereafter;

	•	the anticipated significant accretive affect of the transaction on GameStop’s earnings per share in GameStop fiscal 2006 and thereafter;


	•	the recent and historical information concerning GameStop’s and EB’s respective businesses, financial performance and stock trading prices;

	•	the similarity in operating strategies between GameStop and EB, which is expected to facilitate the combination of the two companies;

	•	the results of the due diligence review of EB’s business and operations conducted by GameStop’s senior management and legal advisors;

	•	the competitive pressures placed on GameStop’s business by Wal-Mart, Best Buy, Target and other big-box retailers, by other specialty retailers expanding their video game businesses such as Blockbuster/Game Rush and Hollywood Video/Game Crazy, by internet sellers and renters of video games, and by the emergence of additional channels of video game distribution such as internet downloads and interactive on-demand television;

	•	GameStop’s board of directors will constitute seven of the nine members of Holdco’s board of directors and will control the business of the combined company;

	•	R. Richard Fontaine, GameStop’s Chairman and Chief Executive Officer, and Daniel A. DeMatteo, GameStop’s Vice Chairman and Chief Operating Officer, will be the Chairman and Chief Executive Officer and the Vice Chairman and Chief Operating Officer, respectively, of Holdco;

	•	in addition to Messrs. Fontaine and DeMatteo, Holdco will have available to it the combined management talent of GameStop and EB;

	•	the agreement by James J. Kim to not compete with Holdco for three years following the mergers, and to not interfere with Holdco customers or suppliers or solicit Holdco employees for two years following the mergers;

	•	EB’s stockholders will receive only 27.6% (5.7% by vote) of the outstanding common stock of Holdco, and the remaining 72.4% (94.3% by vote) of the outstanding common stock of Holdco will be received by GameStop’s stockholders;

	•	the limited and customary conditions to be met in connection with GameStop’s financing commitments with its lenders to fund the cash portion of the EB merger consideration;

	•	because the limited conditions under which GameStop’s lenders can terminate their financing commitments are substantially the same as those that would allow GameStop to terminate the merger agreement without GameStop’s payment of a termination fee, it is not expected that GameStop will be obligated to consummate the merger agreement without sufficient lender financing commitments in place;

	•	because the stock portion of the EB merger consideration is a fixed number of Holdco shares, Holdco will not need to increase the amount of shares it issues to EB stockholders if the value of GameStop’s common stock decreases after the date of the merger agreement;

	•	the Holdco stock to be issued to GameStop stockholders in the GameStop merger is expected to be received tax-free by GameStop stockholders;

	•	the terms of the merger agreement, including the representations, warranties and covenants of each of the parties and the conditions to their respective obligations, are believed to be reasonable and customary in transactions of this type;

	•	the conditions required to be satisfied prior to completion of the mergers, such as the receipt of stockholder approval and antitrust clearance, are expected to be fulfilled and the corresponding likelihood that the mergers will be consummated;

	•	the terms of the merger agreement provide that, under certain circumstances, and subject to certain conditions more fully described in the section entitled “— The Merger Agreement — No Solicitations by GameStop of Alternative Transactions” beginning on page 85, GameStop is

permitted to furnish information to and conduct negotiations with a third party in connection with an unsolicited proposal for a business combination or acquisition of GameStop and the GameStop board of directors can terminate the merger agreement for such a proposal or change its recommendation prior to the GameStop stockholder approval of the merger agreement in certain circumstances;

• the limited circumstances in which the EB board of directors may terminate the merger agreement or change or modify its recommendation to its stockholders to approve the merger agreement, and that EB agreed to pay a termination fee of $40 million to GameStop in the event that the EB board of directors terminates the merger agreement or changes or modifies its recommendation in certain circumstances, as described in the section entitled “The Merger Agreement — Termination Fees” on page 87;

• the fact that the Kim Group, holders of approximately 46.7% of the outstanding shares of EB common stock, have entered into a voting agreement and irrevocable proxy pursuant to which they agreed to vote in favor of the adoption of the merger agreement at the EB stockholders’ meeting; and

• Citigroup’s opinion, dated April 17, 2005, to the GameStop board as to the fairness, from a financial point of view and as of the date of the opinion, to GameStop of the EB merger consideration, as more fully described below under the caption “Opinion of GameStop’s Financial Advisor.”

In addition to these factors, the GameStop board of directors also considered the potential adverse impact of other factors weighing negatively against the proposed transaction, including the following:


	•	Holdco is expected to incur indebtedness of approximately $950 million in connection with the mergers, which debt may adversely impact Holdco’s results of operations following the mergers;

	•	the risk that the mergers might not be completed, including the effect of the pendency of the mergers and such failure to be completed may have on:


	•	the trading price of GameStop’s common stock;

	•	GameStop’s operating results, including the expenses associated with the transaction;

	•	GameStop’s ability to expand in Europe and other international markets; and

	•	GameStop’s ability to make other acquisitions.


	•	the possibility of significant costs and delays resulting from seeking antitrust clearance necessary for completion of the mergers;

	•	the possibility that the pendency of the mergers will result in loss of business, supplier relationships or key personnel at EB;

	•	the challenges of combining the businesses, operations and workforces of GameStop and EB and realizing the anticipated cost savings and operating synergies;

	•	the management time, effort and expense associated with the integration of the two companies, and the risk that such diversion will have an adverse effect on Holdco’s business and results of operations;

	•	the risks associated with substantially increasing GameStop’s international operations, including those resulting from currency exchange rate fluctuations, economic downturns, international incidents or government instability;

	•	because the stock portion of the EB merger consideration is a fixed number of shares of Holdco Class A common stock, the consideration received by EB stockholders could be substantially more than GameStop intended to pay if the trading price of GameStop Class A common stock increases significantly after the date of execution of the merger agreement, and the merger agreement does

not provide GameStop with a price-based termination right or other similar protection for GameStop or its stockholders;

• the possible effects on the long-term stock price and financial results of Holdco if the benefits and synergies expected of the mergers are not obtained or are obtained only in part or on a delayed basis;

• the “market overhang” effect on Holdco’s stock price created by the registration pursuant to the registration rights agreement of over approximately 9.1 million shares of Holdco Class A common stock owned by the Kim Group, as described in the section entitled “Risk Factors” on page 16;

• the limitations on GameStop imposed in the merger agreement on certain activities as described in the section entitled “— The Merger Agreement-Conduct of Business Pending the Mergers” on page 88, and on the solicitation by GameStop of alternative business combinations prior to the completion of the mergers;

• the requirement that GameStop must pay to EB a termination fee of $40 million if the merger agreement is terminated under circumstances specified in the merger agreement, as described in the section entitled “The Merger Agreement — Termination Fees” beginning on page 87;

• EB must obtain the approval of its stockholders in order to adopt the merger agreement; and

• the risks described in the section entitled “Risk Factors” beginning on page 16.

The GameStop board of directors also considered the interests that certain executive officers and directors of GameStop have with respect to the mergers, as described in the section entitled “— Interests of Directors and Executive Officers in the Mergers” on page 67.

The GameStop board of directors concluded that the positive factors significantly outweighed the negative factors described above. This discussion of the information and factors considered by the GameStop board of directors includes material positive and negative factors considered by the GameStop board of directors, but it is not intended to be exhaustive and may not include all of the factors considered by the GameStop board of directors. In reaching its determination to approve and recommend the merger agreement and the transactions contemplated thereby, the GameStop board of directors did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination that the merger agreement and the transactions contemplated thereby are advisable and fair to and in the best interests of GameStop and its stockholders. Rather, the GameStop board of directors viewed its recommendation as being based on the totality of the information presented to it and all of the factors considered by it. In addition, in considering the factors described above, individual members of the GameStop board of directors may have given different weights to different factors.

After considering this information, the GameStop board of directors approved the merger agreement and the transactions contemplated thereby, and recommended that GameStop stockholders adopt the merger agreement and the transactions contemplated thereby, including the GameStop merger, the amendment to GameStop’s certificate of incorporation to provide for the payment of the GameStop merger consideration as contemplated by the merger agreement and the amendment to the GameStop Amended and Restated 2001 Incentive Plan to provide for the issuance of Holdco Class A common stock under the plan.

EB’s Reasons for the EB Merger; Recommendation of the EB Merger by the EB Board of Directors

The EB board of directors believes that the merger agreement and the transactions contemplated thereby, including the EB merger, are advisable and fair to and in the best interests of EB and its stockholders. Accordingly, the EB board of directors has approved the merger agreement and the transactions contemplated thereby, and recommends that the EB stockholders vote FOR adoption of the merger agreement and the transactions contemplated thereby, including the EB merger.

As described above under “— Background of the Mergers,” the EB board of directors, prior to and in reaching its decision at its meeting on April 17, 2005 to adopt the merger agreement and the transactions contemplated thereby, consulted with EB’s senior executive officers and EB’s financial and legal advisors and considered a variety of factors weighing positively in favor of the EB merger, including the following:


	•	the value to be received by holders of EB common stock in the EB merger, including the fact that, based on the closing price of EB’s common stock and GameStop Class A common stock on April 15, 2005 (the last trading day before the announcement of the signing of the merger agreement), the value of the EB merger consideration represented a premium of approximately 34.2% over the closing price of EB’s common stock on April 15, 2005 and 32.6% over the average closing price of EB’s common stock for the 30 trading days ending April 15, 2005;

	•	the strategic nature of the transaction, which will combine EB’s and GameStop’s respective businesses to create one of the leading video game retailers in the world, with pro forma combined sales of over $3.8 billion for the fiscal year ended January 29, 2005, all of which should provide the combined company with the opportunity to become a stronger global competitor in the interactive entertainment industry;

	•	the EB board of directors’ analysis and understanding of management’s operating plans for EB in the context of the competitive conditions in the interactive entertainment industry given the competitive pressures on EB’s business by Wal-Mart, Best Buy, Target and other big-box retailers, by other retailers expanding their video game businesses such as Blockbuster/Game Rush and Hollywood Video/Game Crazy, by the internet and other channels of video game distribution such as interactive on-demand television, and the EB board of directors’ analysis of the business, operations, financial performance, financial condition, earnings and prospects of EB on a stand-alone basis, together with the EB board of directors’ belief, based on its analysis and understanding, that Holdco, with its greater size and scale, would be better positioned to compete effectively in the interactive entertainment industry;

	•	the fact that the initial approximately 70/30 split of cash and stock in the EB merger consideration affords EB stockholders both the opportunity to participate in the growth and opportunities of the combined company through the stock component of the EB merger consideration and to receive cash for the value of their shares through the cash component of the EB merger consideration;

	•	because the stock portion of the EB merger consideration is a fixed number of shares of Holdco Class A common stock, the opportunity for the EB stockholders to benefit from any increase in the trading price of GameStop Class A common stock between the announcement of the mergers and the completion of the mergers, as well as any increase in the trading price of Holdco Class A common stock after completion of the mergers;

	•	the fact that there are limited conditions to be met in connection with GameStop obtaining financing to fund the cash portion of the EB merger consideration;

	•	the fact that EB stockholders as a group will own, on a fully-diluted basis, approximately 27.6% of the outstanding Holdco common stock immediately following the mergers;

	•	the recent and historical information concerning EB’s and GameStop’s respective businesses and financial performance;

	•	the results of the due diligence review of GameStop’s business and operations conducted by EB’s senior management and EB’s legal advisors;

	•	the EB board of directors’ understanding of the anticipated cost savings and operating synergies available to the combined company from the mergers, after consultation with EB’s financial advisors, through consolidation and integration of certain functions and the adoption of best practices from both GameStop and EB across the combined company, which is expected to positively enhance the combined company’s earnings and create value for stockholders;


	•	the EB board of directors’ analysis of other strategic alternatives for EB, including continued growth as an independent company and the potential to acquire or combine with third parties;

	•	the expected qualification of the mergers as a transaction described in Section 351 of the Code, resulting in the consideration to be received by the EB stockholders not being subject to federal income tax except to the extent of the lesser of the cash consideration received in, or the gain realized upon completion of, the EB merger, as described in the section entitled “— Material United States Federal Income Tax Consequences” beginning on page 70;

	•	the belief that the terms of the merger agreement, including the parties’ representations, warranties and covenants and the conditions to their respective obligations, are reasonable;

	•	the fact that the conditions required to be satisfied prior to completion of the mergers, such as the receipt of stockholder approval and antitrust clearance, are expected to be fulfilled and the corresponding likelihood that the mergers will be consummated;

	•	the fact that James J. Kim and one additional person chosen by EB’s board of directors who is considered independent under the rules of the NYSE will be appointed to the Holdco board of directors, which is expected to provide a degree of continuity and involvement by EB in the combined company following the mergers;

	•	the fact that the terms of the merger agreement provide that, under certain circumstances, and subject to certain conditions more fully described in the section entitled “— The Merger Agreement — No Solicitations by EB of Alternative Transactions” beginning on page 83, EB is permitted to furnish information to and conduct negotiations with a third party in connection with an unsolicited proposal for a business combination or acquisition of EB that may reasonably be expected to lead to a company superior proposal and the EB board of directors can terminate the merger agreement for a company superior proposal or change its recommendation prior to stockholder approval of the merger agreement in certain circumstances;

	•	the fact that there are limited circumstances in which the GameStop board of directors may terminate the merger agreement or change or modify its recommendation to its stockholders to approve the merger agreement, and that GameStop agreed to pay a termination fee of $40 million to EB in the event that the GameStop board of directors terminates the merger agreement or changes or modifies its recommendation in certain circumstances, as described in the section entitled “— The Merger Agreement — Termination Fees” on page 87;

	•	the fact that the Riggio Group, holders of approximately 16.4% of the combined voting power, have entered into a voting agreement and irrevocable proxy pursuant to which they agreed to vote their shares of GameStop common stock in favor of the adoption of the merger agreement at the GameStop annual meeting;

	•	Merrill Lynch’s opinion described in the section entitled “— Opinions of EB’s Financial Advisors” beginning on page 53, including its analysis rendered orally on and confirmed in writing as of April 17, 2005, to the effect that, as of the date of such opinion, and based on and subject to various assumptions made, matters considered, limitations and qualifications described in its written opinion, the consideration proposed to be received by holders of EB common stock (other than GameStop, its affiliates and the Kim Group) in the EB merger was fair from a financial point of view to such holders; and

	•	Peter J. Solomon Company’s, L.P. opinion described in the section entitled “— Opinions of EB’s Financial Advisors” beginning on page 60, including its analysis rendered orally on and confirmed in writing as of April 17, 2005, to the effect that, as of the date of such opinion, and based on and subject to various assumptions made, matters considered, limitations and qualifications described in its written opinion, the consideration proposed to be received by holders of EB common stock in the EB merger was fair, from a financial point of view, to such holders, excluding the Kim Group.

In addition to these factors, the EB board of directors also considered the potential adverse impact of other factors weighing negatively against the proposed transaction, including, without limitation, the following:


	•	the fact that Holdco will incur indebtedness of approximately $950 million in connection with the mergers, which debt may adversely impact Holdco’s operations following the mergers;

	•	the risk that the mergers might not be completed, including the effect of the pendency of the mergers and such failure to be completed may have on:


	•	the trading price of EB’s common stock;

	•	EB’s operating results, including the expenses associated with the transaction;

	•	EB’s ability to expand in Europe and other international markets;

	•	EB’s ability to attract and retain key personnel; and

	•	EB’s ability to retain customers and maintain sales;


	•	the possibility of significant costs and delays resulting from seeking antitrust clearance necessary for completion of the proposed mergers;

	•	because the stock portion of the EB merger consideration is a fixed number of shares of Holdco Class A common stock, the EB stockholders could be adversely affected by a decrease in the trading price of GameStop Class A common stock after the date of execution of the merger agreement, and the merger agreement does not provide EB with a price-based termination right or other similar protection for EB or its stockholders;

	•	because the stock portion of the EB merger consideration is a fixed number of shares of Holdco Class A common stock, and not shares of Holdco Class B common stock which shall contain super voting rights similar to GameStop Class B common stock, the stock consideration to be received by EB’s stockholders in the merger will represent only 5.7% of the combined voting power of Holdco’s common stock following the mergers;

	•	the risk that the financial results and the stock price of the combined company might decline in the short-term;

	•	the possible effects on the long-term stock price and financial results of the combined company if the benefits and synergies expected of the mergers are not obtained on a timely basis or at all;

	•	the limitations imposed in the merger agreement on the solicitation by EB of alternative business combinations prior to the completion of the mergers;

	•	the requirement that EB must pay to GameStop a termination fee of $40 million if the merger agreement is terminated under circumstances specified in the merger agreement, as described in the section entitled “— The Merger Agreement-Termination Fees” beginning on page 87;

	•	the challenges of combining the businesses, operations and workforces of GameStop and EB and realizing the anticipated cost savings and operating synergies;

	•	the fact that GameStop must obtain the approval of its stockholders, including a majority of its Class A common stock, in order to adopt the merger agreement; and

	•	the risks described in the section entitled “Risk Factors” beginning on page 16.

The EB board of directors also considered the interests that certain executive officers and directors of EB have with respect to the mergers, as described in the section entitled “— Interests of Directors and Executive Officers in the Mergers” on page 67.

The EB board of directors concluded that the positive factors significantly outweighed the negative factors described above. This discussion of the information and factors considered by the EB board of

directors includes material positive and negative factors considered by the EB board of directors, but it is not intended to be exhaustive and may not include all of the factors considered by the EB board of directors. In reaching its determination to approve and recommend the merger agreement and the transactions contemplated thereby, the EB board of directors did not find it useful to and did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination that the merger agreement and the transactions contemplated thereby, are advisable and fair to and in the best interests of EB and its stockholders. Rather, the EB board of directors viewed its position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual members of the EB board of directors may have given different weights to different factors.

After considering this information, the EB board of directors approved the merger agreement and the transactions contemplated thereby, and recommended that EB stockholders adopt the merger agreement and the transactions contemplated thereby, including the EB merger.

Opinion of GameStop’s Financial Advisor

GameStop has retained Citigroup as GameStop’s financial advisor in connection with the mergers. In connection with this engagement, GameStop requested that Citigroup evaluate the fairness, from a financial point of view, to GameStop of the EB merger consideration to be paid pursuant to the merger agreement. On April 17, 2005, at a meeting of the GameStop board of directors held to evaluate the mergers, Citigroup rendered to the GameStop board an oral opinion, which was confirmed by delivery of a written opinion dated the same date, to the effect that, as of that date and based on and subject to the matters described in its opinion, the EB merger consideration was fair, from a financial point of view, to GameStop.

In arriving at its opinion, Citigroup:


	•	reviewed the merger agreement;

	•	held discussions with senior officers, directors and other representatives and advisors of GameStop and senior officers and other representatives and advisors of EB concerning GameStop’s and EB’s businesses, operations and prospects;

	•	examined publicly available business and financial information relating to GameStop and EB;

	•	examined financial forecasts and other information and data relating to EB which were provided to or discussed with Citigroup by the managements of GameStop and EB, including adjustments to the forecasts and other information and data relating to EB prepared by GameStop’s management;

	•	reviewed information prepared by GameStop’s management relating to the potential strategic implications and operational benefits, including their amount, timing and achievability, anticipated by GameStop’s management to result from the mergers;

	•	reviewed the financial terms of the mergers as described in the merger agreement in relation to, among other things, current and historical market prices of GameStop Class A common stock and EB common stock, and GameStop’s and EB’s historical and projected earnings and other operating data, capitalization and financial condition;

	•	considered, to the extent publicly available, the financial terms of other transactions which Citigroup considered relevant in evaluating the mergers;

	•	analyzed financial, stock market and other publicly available information relating to the businesses of other companies whose operations Citigroup considered relevant in evaluating those of GameStop and EB;

	•	reviewed the potential pro forma projected earnings per share of the combined company relative to the projected earnings per share of GameStop on a standalone basis based on financial forecasts

and other information and data provided to or discussed with Citigroup by the managements of GameStop and EB; and

• conducted other analyses and examinations and considered other financial, economic and market criteria as Citigroup deemed appropriate in arriving at its opinion.

In rendering its opinion, Citigroup assumed and relied, without assuming any responsibility for independent verification, on the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and on the assurances of the managements of GameStop and EB that they were not aware of any relevant information that was omitted or remained undisclosed to Citigroup. With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with Citigroup, including adjustments to the forecasts and other information and data relating to EB prepared by GameStop’s management and the potential strategic implications and operational benefits anticipated by GameStop’s management to result from the mergers, Citigroup was advised by the managements of GameStop and EB that the forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of GameStop and EB as to the future financial performance of GameStop and EB and the potential strategic implications and operational benefits and other matters covered by such forecasts and other information and data. Citigroup assumed, with GameStop’s consent, that the financial results, including potential strategic implications and operational benefits, reflected in the forecasts and other information and data would be realized in the amounts and at the times projected. Citigroup also assumed, with GameStop’s consent, that the mergers would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents, releases and waivers for the mergers, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on GameStop, EB or Holdco or on the contemplated benefits of the mergers. Citigroup further assumed, with GameStop’s consent, that each of the GameStop merger and the EB merger would qualify for federal income tax purposes as a transaction described in Section 351 of the Code, as amended.

Citigroup did not express any opinion as to what the value of Holdco common stock actually would be when issued pursuant to the mergers or the prices at which Holdco common stock, GameStop common stock or EB common stock would trade at any time. Citigroup did not make, and was not provided with, an independent evaluation or appraisal of the assets or liabilities, contingent or otherwise, of GameStop, EB or Holdco, and did not make any physical inspection of the properties or assets of GameStop, EB or Holdco. Citigroup did not express any view as to, and its opinion did not address, GameStop’s underlying business decision to effect the mergers, the relative merits of the mergers as compared to any alternative business strategies that might exist for GameStop or the effect of any other transaction in which GameStop might engage. Citigroup’s opinion was necessarily based on information available to Citigroup, and financial, stock market and other conditions and circumstances existing and disclosed to Citigroup, as of the date of its opinion. Except as described above, GameStop imposed no other instructions or limitations on Citigroup with respect to the investigations made or procedures followed by Citigroup in rendering its opinion.

The full text of Citigroup’s written opinion, dated April 17, 2005, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached to this joint proxy statement-prospectus as Annex G and is incorporated into this joint proxy statement-prospectus by reference. Citigroup’s opinion was provided to the GameStop board of directors in connection with its evaluation of the EB merger consideration and relates only to the fairness, from a financial point of view, to GameStop of the EB merger consideration. Citigroup’s opinion does not address any other aspect of the mergers and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed mergers.

In preparing its opinion, Citigroup performed a variety of financial and comparative analyses, including those described below. The summary of these analyses is not a complete description of the analyses underlying Citigroup’s opinion. The preparation of a financial opinion is a complex analytical

process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Citigroup arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, Citigroup believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In its analyses, Citigroup considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of GameStop and EB. No company, business or transaction used in those analyses as a comparison is identical to GameStop, EB or the mergers, and an evaluation of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions analyzed.

The estimates contained in Citigroup’s analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by its analyses. In addition, analyses relating to the value of businesses or securities do not necessarily purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Citigroup’s analyses are inherently subject to substantial uncertainty.

The type and amount of consideration payable in the EB merger was determined through negotiation between GameStop and EB and the decision to enter into the mergers was solely that of GameStop’s board of directors. Citigroup’s opinion was only one of many factors considered by the GameStop board of directors in its evaluation of the mergers and should not be viewed as determinative of the views of the GameStop board of directors or management with respect to the mergers or the consideration payable in the mergers.

The following is a summary of the material financial analyses presented to the GameStop board of directors in connection with Citigroup’s opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Citigroup’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Citigroup’s financial analyses. For purposes of the following summary of Citigroup’s financial analyses, the term “implied per share value of the EB merger consideration” refers to the implied aggregate value of the cash consideration payable in the EB merger of $38.15 per share and the stock consideration issuable in the EB merger based on the exchange ratio provided for in the EB merger of 0.78795 and the per share closing price of GameStop Class A common stock on April 14, 2005 of $20.91.


	*EB Analyses*


	Selected Companies Analysis

Citigroup reviewed financial and stock market information of EB, GameStop and the following twelve selected publicly held companies in the specialty retailing industry:


	•	Advance Auto Parts, Inc.

	•	Barnes & Noble, Inc.

	•	Bed Bath & Beyond Inc.


	•	Best Buy Co., Inc.

	•	Blockbuster Inc.

	•	Borders Group, Inc.

	•	The Home Depot, Inc.

	•	Linens’ N Things, Inc.

	•	Lowe’s Companies, Inc.

	•	Office Depot, Inc.

	•	PETCO Animal Supplies, Inc.

	•	Staples, Inc.

Citigroup reviewed, among other things, closing stock prices as a multiple of calendar years 2005 and 2006 estimated earnings per share (EPS). Citigroup then applied a range of selected multiples of calendar years 2005 and 2006 estimated EPS derived from GameStop and the selected companies to EB’s estimated EPS for the fiscal years ending January 28, 2006 (EB fiscal 2006) and February 3, 2007 (EB fiscal 2007). Multiples for GameStop and the selected companies were based on closing stock prices as of April 14, 2005 and estimated financial data of research analysts as compiled by First Call Corporation (a financial research company), commonly referred to as First Call estimates. Estimated financial data for EB were based on internal estimates of EB’s management as adjusted by GameStop’s management. This analysis indicated the following implied per share equity reference ranges for EB, as compared to the implied per share value of the EB merger consideration:


Implied per Share				Implied per Share
Equity Reference				Value of EB
Range for EB				Merger Consideration

EB Fiscal 2006		EB Fiscal 2007

$	43.73 - $48.87	$	47.98 - $54.38	$	54.63


	Precedent Transactions Analysis

Citigroup reviewed the transaction value multiples paid in the following 36 selected transactions in the specialty retailing industry announced since October 1998:


Date Announced	Acquiror	Target

March 2005	• Kohlberg Kravis Roberts & Co., Bain Capital Partners LLC, Vornado Realty Trust	• Toys “R” Us, Inc.
January 2005	• Saunders Karp & Megrue	• Bob’s Discount Furniture, Inc.
December 2004	• Oak Hill Capital Partners, L.P.	• Duane Reade Inc.
November 2004	• The Dress Barn, Inc.	• Maurices Incorporated
November 2004	• Bain Capital Partners, LLC	• S. Rossy Inc. and Dollar A.M.A. Inc. (Dollarama business)
November 2004	• Jones Apparel Group, Inc.	• Barneys New York, Inc.
October 2004	• The Children’s Place Retail Stores, Inc.	• The Disney Store North America
September 2004	• Management-led Investor Group	• Eastern Mountain Sports, Inc.
July 2004	• Cerberus Capital Management, L.P., Sun Capital Partners, Inc. and Lubert-Adler and Klaff Partners, L.P.	• Target Corporation (Mervyn’s business unit)
July 2004	• Bridgepoint Capital Limited	• Pets at Home Limited
June 2004	• Dick’s Sporting Goods, Inc.	• Galyan’s Trading Company, Inc.
May 2004	• Castle Harlan, Inc.	• Caribbean Restaurants LLC
April 2004	• Crescent Capital Investments, Inc.	• Loehmann’s Holdings Inc.
April 2004	• Wasserstein & Co., L.P.	• Bear Creek Corporation
April 2004	• Weston Presidio	• Nebraska Book Company, Inc.


Date Announced	Acquiror	Target

February 2004	• Genesco Inc.	• Hat World Corporation
January 2004	• Sun Capital Partners, Inc.	• Anchor Blue
November 2003	• CVC Capital Partners Ltd., Texas Pacific Group	• Debenhams PLC
October 2003	• Apollo Management, L.P.	• General Nutrition Companies, Inc.
September 2003	• TBC Corporation	• National Tire & Battery
July 2003	• Boise Cascade Corporation	• OfficeMax, Inc.
June 2003	• Bed Bath & Beyond Inc.	• Christmas Tree Shops, Inc.
June 2003	• Dollar Tree Stores, Inc.	• Greenbacks, Inc.
February 2003	• Gart Sports Company	• The Sports Authority, Inc.
May 2002	• The Blackstone Group LP	• The Columbia House Company
August 2001	• Best Buy Co., Inc.	• Future Shop, Ltd.
August 2001	• Advance Auto Parts, Inc.	• Discount Auto Parts, Inc.
June 2001	• Tweeter Home Entertainment Group, Inc.	• Sound Advice, Inc.
February 2001	• Luxottica Group S.p.A.	• Sunglass Hut International, Inc.
December 2000	• Best Buy Co., Inc.	• Musicland Stores Corporation
August 2000	• Zale Corporation	• Piercing Pagoda, Inc.
May 2000	• Barnes & Noble, Inc. (Babbage’s Etc. LLC)	• Funco, Inc.
May 2000	• Leonard Green & Partners, L.P., Texas Pacific Group	• PETCO Animal Supplies, Inc.
November 1999	• Three Cities Research, Inc.	• Garden Ridge Corporation
October 1999	• Barnes & Noble, Inc.	• Babbage’s Etc. LLC
October 1998	• Trans World Entertainment Corporation	• Camelot Music Holdings, Inc.

Citigroup reviewed enterprise values in the selected transactions, calculated as the equity value implied for the target company based on the consideration payable in the selected transaction, plus net debt, minority interests and preferred stock, less investments in unconsolidated affiliates, as a multiple of latest twelve months estimated earnings before interest, taxes, depreciation and amortization (EBITDA). Citigroup then applied a range of selected latest twelve months EBITDA multiples derived from the selected transactions to EB fiscal 2006 estimated EBITDA, with particular focus on the Bain Capital Partners, LLC/ Dollarama L.P., Weston Presidio/ Nebraska Book Company, Inc., and Dick’s Sporting Goods, Inc./ Galyans Trading Company, Inc. transactions given that they were recent transactions involving target companies generally with growth characteristics similar to those of EB. Multiples for the selected transactions were based on publicly available financial information at the time of announcement of the relevant transaction. Estimated financial data for EB were based on internal estimates of EB’s management as adjusted by GameStop’s management. This analysis indicated the following implied per share equity reference range for EB, as compared to the implied per share value of the EB merger consideration:


Implied per Share	Implied per Share
Equity Reference	Value of EB
Range for EB	Merger Consideration

$50.97 - $61.98	$	54.63


	Discounted Cash Flow Analysis

Citigroup performed a discounted cash flow analysis of EB to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that EB could generate over EB fiscal 2007 through the

fiscal year ending January 30, 2010 (EB fiscal 2010). Estimated financial data for EB were based on internal estimates of EB’s management as adjusted by GameStop’s management. Citigroup calculated a range of estimated terminal values by applying a range of EBITDA terminal value multiples of 7.0x to 8.0x to EB fiscal 2010 estimated EBITDA. The present value of the cash flows and terminal values were calculated using discount rates ranging from 10.5% to 11.5%. This analysis indicated the following implied per share equity reference range for EB, as compared to the implied per share value of the EB merger consideration:


Implied per Share	Implied per Share
Equity Reference	Value of EB
Range for EB	Merger Consideration

$90.04 - $103.43	$	54.63


	*GameStop Trading Multiples Analysis*

Citigroup reviewed closing stock prices of GameStop, EB and the publicly held companies in the specialty retailers industry referred to above under “EB Analyses — Selected Companies Analysis” as a multiple of calendar years 2005 and 2006 estimated EPS and also reviewed price-to-earnings ratios of GameStop, EB and the selected companies as a multiple of estimated long-term earnings growth rates for calendar years 2005 and 2006. Citigroup reviewed enterprise values, calculated as the equity value implied by the closing stock price, plus net debt, minority interests and preferred stock, less investments in unconsolidated affiliates, as a multiple of latest twelve months EBITDA and calendar year 2005 estimated EBITDA. Citigroup then compared the multiples derived for the selected companies and EB with corresponding multiples implied for GameStop based on the weighted average closing price of GameStop Class A common stock and GameStop Class B common stock on April 14, 2005. Multiples were based on First Call estimates and closing stock prices as of April 14, 2005. This analysis indicated the following implied high, low, mean and median multiples for the selected companies and EB, as compared to corresponding multiples implied for GameStop based on the weighted average closing price of GameStop Class A common stock and GameStop Class B common stock on April 14, 2005:

Implied

Implied Multiples for

Multiples

Selected Companies

for EB

for GameStop

High

Low

Mean

Median

Closing Stock Price as Multiple of:

EPS

Calendar year 2005

29.7

14.0

18.0

16.6

17.1

15.1x

Calendar year 2006

18.3

12.5

14.6

14.2

14.8

12.9x

Price-to-Earnings Ratio as Multiple of:

Long-Term Earnings Growth Rate

Calendar year 2005

1.9

0.9

1.2

1.1

1.0

0.9x

Calendar year 2006

1.3

0.8

1.0

0.9

0.8x

Enterprise Value as Multiple of:

EBITDA

Latest twelve months

12.3

5.4

8.4

8.5

7.5

7.6x

Calendar year 2005

11.3

5.3

7.6

7.5

6.4

6.3x

Citigroup also reviewed historical closing prices of GameStop Class A common stock from April 15, 2002 to April 14, 2005 as a multiple of GameStop’s forward twelve months estimated EPS based on First Call estimates. Citigroup noted that the average forward twelve months estimated EPS multiple for GameStop over the one-year and three-year periods ended April 14, 2005 was 15.0x and 16.0x, respectively, as compared to the forward twelve months estimated EPS multiple for GameStop based on the closing price of GameStop Class A common stock on April 14, 2005 of 15.1x.


	*Pro Forma Accretion/ Dilution Analysis*

Citigroup analyzed the potential pro forma effect of the mergers on the combined company’s estimated EPS for the fiscal years ending January 28, 2006 through January 30, 2010, after giving effect to potential synergies anticipated by GameStop’s management to result from the mergers, relative to GameStop’s estimated EPS during such period on a standalone basis. Estimated financial data for GameStop were based on internal estimates of the management of GameStop. Estimated financial data for EB were based on internal estimates of EB’s management as adjusted by GameStop’s management. This analysis suggested that the mergers could be accretive to the combined company’s estimated EPS relative to GameStop’s estimated EPS on a standalone basis in each of the periods observed. The actual results achieved by the combined company may vary from projected results and the variations may be material.


	*Other Factors*

In rendering its opinion, Citigroup also reviewed and considered other factors, including:


	•	the relationship between movements in GameStop common stock and EB common stock;

	•	the implied per share values of the EB merger consideration based on illustrative closing prices of GameStop Class A common stock at 10% levels above and below the closing price of GameStop Class A common stock on April 14, 2005;

	•	the premiums implied for EB based on the EB merger consideration relative to the closing price of EB common stock on April 14, 2005 and on the average closing price for EB common stock over the 20-day period ended April 14, 2005; and

	•	the premiums implied for EB based on selected implied transaction multiples for EB relative to corresponding trading multiples for GameStop based on the weighted average closing price of GameStop Class A common stock and GameStop Class B common stock on April 14, 2005.


	*Miscellaneous*

Under the terms of Citigroup’s engagement, GameStop has agreed to pay Citigroup for its financial advisory services in connection with the mergers an aggregate fee of between $7 million and $8 million. GameStop also has agreed to reimburse Citigroup for expenses incurred by Citigroup in performing its services, including reasonable fees and expenses of its legal counsel, and to indemnify Citigroup and related persons against liabilities, including liabilities under the federal securities laws, arising out of its engagement.

In the ordinary course of business, Citigroup and its affiliates may actively trade or hold the securities of GameStop and EB for their own account or for the account of customers and, accordingly, may at any time hold a long or short position in those securities. Citigroup and its affiliates in the past have provided, and currently are providing, services to GameStop and its affiliates unrelated to the mergers, for which services Citigroup and its affiliates have received, and expect to receive, compensation, including having acted as GameStop’s financial advisor in 2004 in connection with GameStop’s repurchase of a portion of the shares of GameStop Class B common stock held by Barnes & Noble, an affiliate of Leonard Riggio, who is a director and stockholder of GameStop, and the subsequent distribution of the remaining shares of GameStop Class B common stock held by Barnes & Noble to its stockholders, and having acted as financial advisor to Barnes & Noble in 2004 in connection with its acquisition of barnesandnoble.com inc. Citigroup and its affiliates also in the past have provided services to EB and its affiliates unrelated to the mergers, for which services Citigroup and its affiliates have received compensation, including having acted as lead manager in 2003 and 2004 for equity and debt securities financings, and as sole bookrunner in 2003 for an equity securities financing, of affiliates of James Kim, who is Chairman of the Board of EB. An affiliate of Citigroup also will be acting as administrative agent and will be a lender under, and Citigroup will be acting as lead bookrunner for, bank and debt or equity securities financings contemplated to be undertaken by GameStop in connection with the mergers, for which services Citigroup and its affiliates

expect to receive compensation. In addition, Citigroup and its affiliates, including Citigroup Inc. and its affiliates, may maintain relationships with GameStop, EB and their respective affiliates.

GameStop selected Citigroup as its financial advisor in connection with the mergers based on Citigroup’s reputation, experience and familiarity with GameStop, EB and their respective businesses. Citigroup is an internationally recognized investment banking firm which regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

Opinions of EB’s Financial Advisors


	*Merrill Lynch, Pierce, Fenner & Smith Incorporated*

EB engaged Merrill Lynch to act as its financial advisor in connection with the proposed mergers, and to render an opinion as to whether the consideration to be received pursuant to the EB merger is fair from a financial point of view to the holders of the common stock of EB (other than GameStop, its affiliates and the Kim Group) (the Public Holders).

On April 17, 2005, Merrill Lynch delivered its oral opinion to the board of directors of EB, subsequently confirmed in writing as of the same date, that, as of that date, and based upon and subject to the assumptions made, matters considered, and qualifications and limitations set forth, in the written opinion (which are described below), the consideration of (i) $38.15 in cash and (ii) 0.78795 shares of Holdco Class A common stock to be received per share of the EB common stock pursuant to the EB merger was fair, from a financial point of view, to the Public Holders.

The full text of the written opinion of Merrill Lynch, which sets forth the assumptions made, matters considered, and qualifications and limits on the scope of review undertaken by Merrill Lynch, is attached to this joint proxy statement-prospectus as Annex H and is incorporated into this joint proxy statement-prospectus by reference. The following summary of the material provisions of Merrill Lynch’s opinion is qualified by reference to the full text of the opinion. Stockholders are urged to read and consider the entire opinion carefully.

The opinion is addressed to EB’s board of directors and addresses only the fairness, from a financial point of view, of the consideration to be received by the Public Holders pursuant to the EB merger, as of the date of the opinion. The opinion does not address the merits of the underlying decision by EB to engage in the EB merger and does not constitute, nor should it be construed as, a recommendation to any stockholder as to how the stockholder should vote with respect to the EB merger or any related matter. Merrill Lynch was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of EB, other than the Public Holders. Although Merrill Lynch provided advice to EB during negotiations among the parties, the consideration to be received by the Public Holders was determined by GameStop and EB and was approved by EB’s board of directors. Merrill Lynch did not determine or recommend the amount of consideration to be paid in the transaction. In addition, as described above, Merrill Lynch’s fairness opinion was among several factors taken into consideration by EB’s board of directors in making its determination to approve the merger agreement and the EB merger. Consequently, Merrill Lynch’s analyses described below should not be viewed as determinative of the decision of EB’s board of directors to approve the merger agreement or to recommend the EB merger to EB’s stockholders.

In arriving at its opinion, Merrill Lynch, among other things:


	•	Reviewed certain publicly available business and financial information relating to GameStop and EB that Merrill Lynch deemed to be relevant;

	•	Reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets, liabilities and prospects of GameStop and EB, as well as the amount and timing of the

cost savings and related expenses and synergies (the Expected Synergies) expected to result from the mergers, and furnished to Merrill Lynch by each of GameStop and EB;

• Conducted discussions with members of senior management of GameStop and EB concerning the matters described in the first and second clauses above, as well as their respective businesses and prospects before and after giving effect to the mergers and the Expected Synergies;

• Reviewed the market prices and valuation multiples for EB’s common stock and GameStop’s common stock and compared them with those of certain publicly traded companies that Merrill Lynch deemed to be relevant;

• Reviewed the results of operations of GameStop and EB and compared them with those of certain publicly traded companies that Merrill Lynch deemed to be relevant;

• Compared the proposed financial terms of the mergers with the financial terms of certain other transactions that Merrill Lynch deemed to be relevant;

• Participated in certain discussions and negotiations among representatives of GameStop and EB and their financial and legal advisors;

• Reviewed the potential pro forma impact of the mergers;

• Reviewed an April 17, 2005 draft of the merger agreement;

• Reviewed an April 17, 2005 draft of the Kim Group voting agreement;

• Reviewed an April 16, 2005 draft of the Riggio Group voting agreement;

• Reviewed an April 17, 2005 form of the registration rights agreement;

• Reviewed an April 16, 2005 form of the non-competition agreement; and

• Reviewed such other financial studies and analyses and took into account such other matters as Merrill Lynch deemed necessary, including Merrill Lynch’s assessment of general economic, market and monetary conditions.

In preparing its opinion, Merrill Lynch assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to it, discussed with or reviewed by or for it, or publicly available. Merrill Lynch did not assume any responsibility for independently verifying such information or undertake any independent evaluation or appraisal of any of the assets or liabilities of GameStop or EB, was not furnished with any such evaluation or appraisal, and did not evaluate the solvency or fair value of GameStop or EB under any state or federal laws relating to bankruptcy, insolvency or similar matters. In addition, Merrill Lynch did not assume any obligation to conduct any physical inspection of the properties or facilities of GameStop or EB. With respect to the financial forecast information and the Expected Synergies furnished to or discussed with Merrill Lynch by GameStop or EB, Merrill Lynch assumed that such information had been reasonably prepared and reflected the best currently available estimates and judgment of EB’s or GameStop’s management as to the expected future financial performance of GameStop or EB, as the case may be, and the Expected Synergies. Merrill Lynch further assumed that the exchange of GameStop Class A common stock, GameStop Class B common stock and EB common stock for Holdco Class A common stock and Holdco Class B common stock, as applicable, pursuant to the mergers, taken together, shall qualify as a transaction described in Section 351 of the Code. Merrill Lynch also assumed that the final forms of the merger agreement, the Kim Group voting agreement, the Riggio Group voting agreement, the registration rights agreement and the non-competition agreement would be substantially similar to the last drafts reviewed by it.

The opinion of Merrill Lynch is necessarily based upon market, economic and other conditions as they existed and could be evaluated on, and on the information made available to Merrill Lynch as of, the date of its opinion. Merrill Lynch assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the mergers, no restrictions, including any divestiture

requirements or amendments or modifications, will be imposed that will have a material adverse effect on the contemplated benefits of the mergers.

In connection with the preparation of its opinion, Merrill Lynch was not authorized by EB or EB’s board of directors to solicit, nor did it solicit, third-party indications of interest for the acquisition of all or any part of EB.

At the board of directors meeting of EB held on April 17, 2005, Merrill Lynch presented certain financial and comparative analyses accompanied by written materials in connection with the delivery of its opinion. The following is a summary of the material financial and comparative analyses performed by Merrill Lynch in arriving at its opinion. However, it does not purport to be a complete description of the analyses performed by Merrill Lynch or of its presentations to EB’s board of directors. Some of the summaries of financial analyses include information presented in tabular format. In order to understand fully the financial analyses performed by Merrill Lynch, the tables must be read together with the accompanying text of each summary. The tables alone do not constitute a complete description of the financial and comparative analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial and comparative analyses performed by Merrill Lynch.

Management Case and Street Case. For purposes of the analyses discussed below, Merrill Lynch used a set of projections provided by EB management (the management case). For the street case, Merrill Lynch used available Wall Street research estimates which assumed lower sales growth and lower operating margins than in the management case.

Merger Consideration. Merrill Lynch’s analysis is based on share price information as of April 14, 2005. As of April 14, 2005 the implied merger consideration was $54.63, calculated based on (i) $38.15 in cash per share plus (ii) 0.78795 shares multiplied by the GameStop Class A common stock closing share price of $20.91 as of April 14, 2005 (the $54.63 per share merger consideration). The closing share price of GameStop Class A common stock on April 15, 2005 (the last trading day prior to the April 17, 2005 meeting of EB’s board of directors) was $21.61, which implies a per share merger consideration of $55.18.

Historical Share Price Performance. Merrill Lynch reviewed the historical performance of EB’s common stock based on a historical analysis of trading prices for the three years ending April 14, 2005. The following table reflects the implied premium that the $54.63 per share merger consideration represents to the various closing prices and average closing prices at various points in time prior to the public announcement of GameStop’s merger proposal:


	Price		Implied Premium

April 14, 2005	$	40.86		33.7	%
5-Day Trading Average	$	42.19		29.5	%
30-Day Trading Average	$	41.57		31.4	%
90-Day Trading Average	$	39.29		39.0	%
1-Year Trading Average	$	33.40		63.6	%
3-Year Trading Average	$	27.58		98.1	%
52-Week High	$	47.02		16.2	%
52-Week Low	$	23.60		131.5	%

Research Analyst Price Targets. Based on publicly available Wall Street research analyst views, target prices of EB range from $44.00 to $52.00 per share. Merrill Lynch compared this range to the $54.63 per share merger consideration.

Analysis of Selected Comparable Publicly Traded Companies. Using publicly available information concerning historical and projected financial results, Merrill Lynch compared financial and operating information and ratios for EB with the corresponding financial and operating information for the selected

group of publicly traded companies that Merrill Lynch deemed to be reasonably comparable to EB. The following companies were selected as the primary comparable companies to EB.

Specialty Hardline Retailers


	•	Barnes & Noble, Inc.

	•	Best Buy Co., Inc.

	•	Borders Group, Inc.

	•	Circuit City Stores, Inc.

	•	Guitar Center, Inc.

	•	Petco Animal Supplies, Inc.

	•	RadioShack Corp.

Video Rental Chains


	•	Blockbuster, Inc.

	•	Movie Gallery, Inc.

There are few public companies which are directly comparable to EB. The video game industry is highly fragmented. Other than specialty retailers, industry players include mass merchants, toy retailers, consumer electronics stores and video rental chains. Merrill Lynch selected these comparable companies because they are publicly traded companies with operating profiles that Merrill Lynch deemed reasonably similar to that of EB. For each of the comparable companies, Merrill Lynch calculated enterprise value as of April 14, 2005 as a multiple of last twelve months’ earnings before interest, taxes, depreciation and amortization (LTM EBITDA) and current stock price as a multiple of 2005 estimated earnings per share (2005E P/ E multiple).

Based on reported financial results, the enterprise value as a multiple of LTM EBITDA analysis resulted in a range of multiples from 5.1x to 11.7x, with a mean of 7.6x for Specialty Hardline Retailers and 5.3x for Video Rental Chains, as of April 14, 2005, as compared to the 7.5x multiple for EB pre-announcement and the 10.6x multiple implied by the $54.63 per share merger consideration. Based on its analysis of the multiples calculated for the comparable companies, including qualitative judgments involving non-mathematical considerations, Merrill Lynch determined the relevant range to be 6.5x to 8.5x LTM EBITDA, for an implied equity value range for EB of $36.50 to $45.25 per share.

Based on the street case, 2005E P/ E multiple analysis resulted in a range of multiples from 11.6x to 28.6x, with a mean of 17.9x for Specialty Hardline Retailers and 21.5x for Video Rental Chains, as of April 14, 2005. Based on its analysis of the multiples calculated for the comparable companies, including qualitative judgments involving non-mathematical considerations, Merrill Lynch determined the relevant range to be 16.0x to 20.0x 2005E P/ E, for an implied equity value range for EB of $38.50 to $48.00 per share based on street case and $42.25 to $52.75 based on management case.

None of the selected comparable companies are identical to EB. Accordingly, a complete analysis of the results of the foregoing calculations cannot be limited to a quantitative review of the results and involves complex considerations and judgments concerning differences in financial and operating characteristics of the selected comparable companies, and other factors that could affect the public trading dynamics of the selected comparable companies, as well as those of EB.

Analysis of Selected Comparable Transactions. Using publicly available information concerning past transactions, Merrill Lynch compared the proposed financial terms of the EB merger with the financial terms of certain other transactions that Merrill Lynch deemed to be relevant:


Date	Target	Acquiror

3/17/2005	Toys “R” Us, Inc.	Bain, KKR and Vornado
12/2/2004	Eye Care Centers of America, Inc.	Moulin International Holdings Ltd. & Golden Gate Private Equity
11/19/2004	Hollywood Entertainment Corp.	Movie Gallery, Inc.
6/21/2004	Galyan’s Trading Company, Inc.	Dick’s Sporting Goods, Inc.
3/31/2004	InterTAN, Inc.	Circuit City Stores Inc.
7/14/2003	OfficeMax, Inc.	Boise Cascade Holdings LLC
2/20/2003	The Sports Authority, Inc.	Gart Sports Co.
8/14/2001	Future Shop Ltd.	Best Buy Co., Inc.
12/8/2000	K.B. Toys, Inc.	Bain Capital, Inc.
12/7/2000	Musicland Stores Corp.	Best Buy Co., Inc.
5/17/2000	Petco Animal Supplies, Inc.	Leonard Green & Partners/TPG
5/4/2000	Funco, Inc.	Barnes & Noble, Inc.
1/23/2000	CompUSA, Inc.	Grupo Sanborns SA de CV
1/15/2000	Micro Warehouse, Inc.	Freeman Spogli & Co.
10/28/1999	Babbage’s Etc. LLC	Barnes & Noble, Inc.

The comparable transaction analysis resulted in a range of transaction values as a multiple of LTM EBITDA from 4.3x to 10.7x, with a mean of 7.2x. Based on the analysis, including qualitative judgments involving non-mathematical considerations, Merrill Lynch determined the relevant range to be 7.5x to 9.5x LTM EBITDA for an implied equity value range for EB of $41.00 to $49.75 per share.

No transaction used in the analysis above is identical to the proposed transaction. A complete analysis involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved in these transactions and other facts that could affect the transaction multiples in such comparable transactions to which the proposed transaction is being compared; mathematical analysis (such as determining the mean) is not by itself a meaningful method of using selected transaction data. In addition, Merrill Lynch’s analysis did not take into account different market or other conditions during the periods in which the selected transactions occurred.

Discounted Cash Flow Analysis. Merrill Lynch performed discounted cash flow analyses of EB for three and five years ending January 31, 2007 and 2009, respectively. Merrill Lynch based these discounted cash flow analyses upon street case and management case projections. Merrill Lynch calculated a net present value for unlevered free cash flow during the projected periods (i.e.,three and five years) using discount rates from 13.0% to 16.0%. Merrill Lynch calculated terminal values on January 31, 2007 and January 31, 2009 with two methodologies, EBITDA Multiple Method and Perpetuity Growth Method. For the EBITDA Multiple Method, Merrill Lynch assumed EBITDA multiples ranging from 6.0x to 8.0x. For the Perpetuity Growth Method, Merrill Lynch assumed perpetuity growth rates ranging from 2.0% to 3.0%. The analyses resulted in the following implied per share equity value ranges for EB:


	•	Street case projections:


	•	EBITDA Multiple Method: $39.00 to $51.25 (3-Year); $41.25 to $55.00 (5-Year)

	•	Perpetuity Growth Method: $25.00 to $32.25 (3-Year); $30.00 to $39.25 (5-Year)


	•	Management case projections:


	•	EBITDA Multiple Method: $49.00 to $65.50 (3-Year); $63.25 to $86.75 (5-Year)

	•	Perpetuity Growth Method: $33.00 to $44.00 (3-Year); $47.50 to $65.50 (5-Year)

The projections of terminal value EBITDA multiples and perpetuity growth rates were based upon Merrill Lynch’s judgment and expertise as well as its review of publicly available business and financial information and the respective financial and business characteristics of EB and the comparable companies.

Present Value of Future Stock Prices Assuming Status Quo. Using both the street case and management case projections, Merrill Lynch applied EB’s current 2005E P/ E multiple, which is 17.0x for street case and 15.5x for management case, in each case, as of April 14, 2005, to the projected 2005-2009 earnings assuming status quo to calculate an estimated future stock price in each of the aforementioned years. Merrill Lynch estimated the implied range of values to current stockholders as of April 14, 2005 by discounting these estimated future stock prices at an estimated 16% equity cost of capital. The following table reflects the theoretical implied range of values obtained by Merrill Lynch for the various scenarios using projections provided by EB:


	Street Case		Management Case

Status Quo	$	40.75 - $45.75	$	41.00 - $70.25

Historical Implied Exchange Ratio. Merrill Lynch analyzed the historical implied exchange ratio between EB common stock and GameStop Class A common stock between April 14, 2002 and April 14, 2005. The historical implied exchange ratio was calculated by dividing the average price of EB common stock by the average price of GameStop Class A common stock for the indicated historical time periods. For comparative purposes, Merrill Lynch has adjusted the stock portion of the exchange ratio of 0.78795 to include the exchange ratio implied from the cash portion of the merger consideration, which implies an adjusted exchange ratio of 2.612, calculated by dividing the offer price of $54.63 by the GameStop Class A common stock price of $20.91 as of April 14, 2005.

			in		Show		and
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		have for Holdco common stock. If the GameStop shares you hold of record are in book-entry form, they will be automatically converted into Holdco shares, and you do not need to take any action.

Q:		WHEN DO WE EXPECT TO COMPLETE THE MERGERS?

A:		We expect to complete the mergers in the third quarter of GameStop fiscal 2005 (EB fiscal 2006). However, we cannot assure you when or if the mergers will occur. We must first obtain the approvals of our respective stockholders at the GameStop and EB annual meetings and the necessary regulatory approvals.

Q:		WHO CAN HELP ANSWER MY QUESTIONS?

A:		If you have any questions about the mergers or how to submit your proxy, or if you need additional copies of this joint proxy statement-prospectus or the enclosed proxy card, you should contact:


	measures of financial performance prepared in accordance with generally accepted accounting principles (GAAP).

(4)	Stores are included in GameStop’s comparable store sales base beginning in the 13th month of operation. Comparable store sales for the fiscal year ended February 3, 2001 were computed using the first 52 weeks of the 53-week fiscal year.


	impairment charge resulted primarily from store lease related accruals that were not necessary due to the terms of the sale of the BC Sports Collectibles business.

(4)	EB changed its accounting policy with respect to the recording of vendor advertising allowances effective retroactively as of the beginning of EB fiscal 2003. As a result, EB recorded a non-cash charge of $4.8 million, net of income tax, in the first quarter of EB fiscal 2003 for the cumulative effect of the change in accounting principle on fiscal years prior to EB fiscal 2003. Prior to this change, EB recognized all vendor advertising allowances as an offset to selling, general and administrative expense. Vendor advertising allowances in excess of advertising expense of $40.9 million and $35.8 million were reflected as an offset to selling, general and administrative expense in EB fiscal 2002 and EB fiscal 2001, respectively.

(5)	Does not reflect stores operated by other retailers for which EB has provided management services.

(6)	Comparable store sales are based on stores in operation for over one year. Comparable store sales results for EB fiscal 2001 represents the 52 week period ending January 27, 2001.


		permitted to furnish information to and conduct negotiations with a third party in connection with an unsolicited proposal for a business combination or acquisition of GameStop and the GameStop board of directors can terminate the merger agreement for such a proposal or change its recommendation prior to the GameStop stockholder approval of the merger agreement in certain circumstances;

	•	the limited circumstances in which the EB board of directors may terminate the merger agreement or change or modify its recommendation to its stockholders to approve the merger agreement, and that EB agreed to pay a termination fee of $40 million to GameStop in the event that the EB board of directors terminates the merger agreement or changes or modifies its recommendation in certain circumstances, as described in the section entitled “The Merger Agreement — Termination Fees” on page 87;

	•	the fact that the Kim Group, holders of approximately 46.7% of the outstanding shares of EB common stock, have entered into a voting agreement and irrevocable proxy pursuant to which they agreed to vote in favor of the adoption of the merger agreement at the EB stockholders’ meeting; and

	•	Citigroup’s opinion, dated April 17, 2005, to the GameStop board as to the fairness, from a financial point of view and as of the date of the opinion, to GameStop of the EB merger consideration, as more fully described below under the caption “Opinion of GameStop’s Financial Advisor.”


		not provide GameStop with a price-based termination right or other similar protection for GameStop or its stockholders;

	•	the possible effects on the long-term stock price and financial results of Holdco if the benefits and synergies expected of the mergers are not obtained or are obtained only in part or on a delayed basis;

	•	the “market overhang” effect on Holdco’s stock price created by the registration pursuant to the registration rights agreement of over approximately 9.1 million shares of Holdco Class A common stock owned by the Kim Group, as described in the section entitled “Risk Factors” on page 16;

	•	the limitations on GameStop imposed in the merger agreement on certain activities as described in the section entitled “— The Merger Agreement-Conduct of Business Pending the Mergers” on page 88, and on the solicitation by GameStop of alternative business combinations prior to the completion of the mergers;

	•	the requirement that GameStop must pay to EB a termination fee of $40 million if the merger agreement is terminated under circumstances specified in the merger agreement, as described in the section entitled “The Merger Agreement — Termination Fees” beginning on page 87;

	•	EB must obtain the approval of its stockholders in order to adopt the merger agreement; and

	•	the risks described in the section entitled “Risk Factors” beginning on page 16.


		and other information and data provided to or discussed with Citigroup by the managements of GameStop and EB; and

	•	conducted other analyses and examinations and considered other financial, economic and market criteria as Citigroup deemed appropriate in arriving at its opinion.


		cost savings and related expenses and synergies (the Expected Synergies) expected to result from the mergers, and furnished to Merrill Lynch by each of GameStop and EB;

	•	Conducted discussions with members of senior management of GameStop and EB concerning the matters described in the first and second clauses above, as well as their respective businesses and prospects before and after giving effect to the mergers and the Expected Synergies;

	•	Reviewed the market prices and valuation multiples for EB’s common stock and GameStop’s common stock and compared them with those of certain publicly traded companies that Merrill Lynch deemed to be relevant;

	•	Reviewed the results of operations of GameStop and EB and compared them with those of certain publicly traded companies that Merrill Lynch deemed to be relevant;

	•	Compared the proposed financial terms of the mergers with the financial terms of certain other transactions that Merrill Lynch deemed to be relevant;

	•	Participated in certain discussions and negotiations among representatives of GameStop and EB and their financial and legal advisors;

	•	Reviewed the potential pro forma impact of the mergers;

	•	Reviewed an April 17, 2005 draft of the merger agreement;

	•	Reviewed an April 17, 2005 draft of the Kim Group voting agreement;

	•	Reviewed an April 16, 2005 draft of the Riggio Group voting agreement;

	•	Reviewed an April 17, 2005 form of the registration rights agreement;

	•	Reviewed an April 16, 2005 form of the non-competition agreement; and

	•	Reviewed such other financial studies and analyses and took into account such other matters as Merrill Lynch deemed necessary, including Merrill Lynch’s assessment of general economic, market and monetary conditions.

GameStop Corp · S-4 · On 5/23/05

Filed On 5/23/05 5:15pm ET · SEC File 333-125161 · Accession Number 950123-5-6637

Registration of Securities Issued in a Business-Combination Transaction · Form S-4Filing Table of Contents

S-4 · Registration of Securities Issued in a Business-Combination Transaction

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Registration of Securities Issued in a Business-Combination Transaction · Form S-4
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