S-4/A
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As filed with the Securities and Exchange Commission on July 8, 2005
Registration No. 333-125161
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 1
to
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     Proposed Maximum     Amount of
Title of Each Class of     Amount     Offering Price per     Aggregate     Registration
Securities to be Registered     to be Registered(1)     Share(2)     Offering Price(2)     Fee(3)
                         
Class A common stock, par value $0.001 per share
    456,358     Not Applicable     $14,438,733     $1,700
                         
  (1)  The number of additional 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 product obtained by multiplying (a) 579,171 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 registrant previously registered 53,926,126 shares of Holdco Class A common stock and 29,901,662 shares of Class B common stock, par value $.001 per share, of the registrant (“Holdco Class B common stock”) pursuant to its Registration Statement on Form S-4 (Registration No. 333-125161).
 
 
  (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 the product obtained by multiplying (a) $63.08 (the average of the high and low prices of EB common stock on July 5, 2005), by (b) 579,171 additional shares of EB common stock (estimated number of additional shares of EB common stock to be cancelled in the EB merger), minus $22,095,374 (the estimated amount of additional 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.
 
 


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SUBJECT TO COMPLETION DATED JULY 8, 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 over $4.0 billion in annual revenues and with approximately 4,300 retail stores in the United States, Puerto Rico, Guam, Australia, Canada, Denmark, Finland, Germany, Ireland, Italy, New Zealand, Norway, Spain, Sweden and the United Kingdom.
      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 41.8 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 27.9%, or approximately 5.9% of the combined voting power, and former GameStop stockholders will own approximately 72.1%, or approximately 94.1% of the combined voting power, of the common stock of Holdco. We have applied 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 17. 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.

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      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.

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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 161.
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 July 5, 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.proxyvotenow.com/gme and following the instructions; or
 
  •  by telephone by calling the toll-free number 866-407-4408 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions.
      Stockholders of record of EB common stock at the close of business on July 5, 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.eproxyvote.com/ELBO and following the instructions; or
 
  •  by telephone by calling the toll-free number 877-779-8683 in the United States, Puerto Rico or Canada on a touch-tone phone and following 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.

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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 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 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.

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      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 July 5, 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 July 5, 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.

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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 July 5, 2005, the EB record date, the Kim Group beneficially owned approximately 11.6 million shares of EB common stock, which represent approximately 45.6% 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,

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  •  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 July 5, 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,
 
  Jeffrey W. Griffiths
  President and Chief Executive Officer
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.

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 EX-3.1: AMENDED & RESTATED CERTIFICATE OF INCORPORATION
 EX-3.2: AMENDED & RESTATED BYLAWS
 EX-4.2: RIGHTS AGREEMENT
 EX-5.1: OPINION OF BRYAN CAVE LLP
 EX-8.1: OPINION OF BRYAN CAVE LLP
 EX-8.2: OPINION OF KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP
 EX-23.1: CONSENT OF BDO SEIDMAN, LLP
 EX-23.2: CONSENT OF KPMG LLP
 EX-99.10: FORM OF PROXY - GAMESTOP CORP.
 EX-99.11: FORM OF PROXY - ELECTRONICS BOUTIQUE HOLDINGS CORP.
 EX-99.12: FORM OF PROXY

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

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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.

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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

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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:
             
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

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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 161 of this joint proxy statement-prospectus.
GameStop Corp. (see page 97)
      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 2,000 stores in the United States, Puerto Rico, Guam, Ireland and the United Kingdom. GameStop operates most of its stores under the GameStop name. In addition, GameStop operates a website 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 2,700 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 117)
      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 2,300 stores, primarily under the names EB Games and Electronics Boutique, in Australia, Canada, Denmark, Finland, Germany, Italy, New Zealand, Norway, Puerto Rico, Spain, Sweden and the United States. EB also operates a website under the URL address www.ebgames.com. EB employs approximately 11,600 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.
      On May 31, 2005, EB completed its acquisition of Jump, a privately-held retailer based in Valencia, Spain. Jump operates 133 stores located primarily in central business districts throughout Spain.
GSC Holdings Corp. (see page 117)
      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.

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Structure of the Mergers (see page 37)
      The organization of GameStop, EB and Holdco before and after the mergers is illustrated below.
Before the Mergers
(ORGANIZATION CHART)
After the Mergers
(ORGANIZATION CHART)
EB Common Stockholders to Receive Shares of Holdco Class A Common Stock and Cash (see page 32)
      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 27.9% of the outstanding common stock of Holdco, which equals approximately 5.9% 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.

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GameStop Common Stockholders to Receive Shares of Holdco Common Stock (see page 23)
      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 72.1% of the outstanding common stock of the combined company, which equals 94.1% of the combined voting power.
Stock Exchange Listing and Stock Prices (see page 78)
      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 July 7, 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  
July 7, 2005
  $ 34.22     $ 64.66     $ 34.22     $ 65.11  
 
(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 71)
      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

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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 22 and 31)
      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 47 and 54)
      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.

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The Riggio Group Voting Agreement (see page 94)
      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 July 5, 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 93)
      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, as of July 5, 2005, the EB record date, approximately 45.6% 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 94)
      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 95)
      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 78)
      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

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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 70)
      Following the mergers, the board of directors of Holdco will consist of the seven current GameStop directors, James J. Kim and Stanley (Mickey) Steinberg. 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 (Daniel A. DeMatteo, if he is re-elected) 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 Mr. Steinberg 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 (see page 83)
      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;

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  •  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 waiting period relating to the mergers under the HSR Act expired as of 11:59 p.m. Eastern Time on June 8, 2005.
      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 88. 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 88)
      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 95)
      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.

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GameStop Annual Meeting (see page 22)
      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 July 5, 2005, the GameStop record date. On that date there were 21,863,314 shares of GameStop Class A common stock and 29,901,662 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 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 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 July 5, 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 31)
      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 July 5, 2005, the EB record date. On that date there were 25,378,047 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.
      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

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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 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 July 5, 2005, the EB record date, the Kim Group beneficially owned approximately 11.6 million shares of EB common stock, which represent approximately 45.6% of the outstanding shares of EB common stock at the EB annual meeting.

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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 and GameStop’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2005, including the notes thereto. See “Where You Can Find More Information” beginning on page 161. The unaudited consolidated financial statements as of and for the fiscal quarters ended May 1, 2004 and April 30, 2005 have been prepared on the same basis as the audited consolidated financial statements for the fiscal years ended February 3, 2001, February 2, 2002, February 1, 2003, January 31, 2004 and January 29, 2005. In the opinion of management, the interim data reflects all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of results for these periods. Operating results for the fiscal quarter ended April 30, 2005 are not necessarily indicative of the results that may be expected for the fiscal year ending January 28, 2006.
      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   Fiscal
    Fiscal Year   Fiscal Year   Fiscal Year   Fiscal Year   Fiscal Year   Quarter   Quarter
    Ended   Ended   Ended   Ended   Ended   Ended   Ended
    January 29,   January 31,   February 1,   February 2,   February 3,   April 30,   May 1,
    2005   2004   2003   2002   2001   2005   2004
                             
    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     $ 474,727     $ 371,736  
Cost of sales
    1,328,611       1,142,264       1,009,491       854,035       570,995       347,347       266,196  
                                           
Gross profit
    514,195       436,574       343,300       267,103       185,702       127,380       105,540  
Selling, general and administrative expenses(1)(2)
    378,029       302,703       233,075       202,041       157,242       100,258       86,471  
Depreciation and amortization(1)(2)
    37,019       29,487       23,154       19,850       13,623       10,265       8,299  
Amortization of goodwill
                      11,125       9,223              
                                           
Operating earnings
    99,147       104,384       87,071       34,087       5,614       16,857       10,770  
Interest expense (income), net
    236       (804 )     (630 )     19,452       23,411       83       (153 )
                                           
Earnings (loss) before income taxes
    98,911       105,188       87,701       14,635       (17,797 )     16,774       10,923  
Income tax expense (benefit)
    37,985       41,721       35,297       7,675       (5,836 )     6,448       4,245  
                                           

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                        Fiscal   Fiscal
    Fiscal Year   Fiscal Year   Fiscal Year   Fiscal Year   Fiscal Year   Quarter   Quarter
    Ended   Ended   Ended   Ended   Ended   Ended   Ended
    January 29,   January 31,   February 1,   February 2,   February 3,   April 30,   May 1,
    2005   2004   2003   2002   2001   2005   2004
                             
    In thousands, except per share data and statistical data
Net earnings (loss)
  $ 60,926     $ 63,467     $ 52,404     $ 6,960     $ (11,961 )   $ 10,326     $ 6,678  
                                           
Net earnings (loss) per share — basic
  $ 1.11     $ 1.13     $ 0.93     $ 0.19     $ (0.33 )   $ 0.20     $ 0.12  
                                           
Weighted average shares outstanding — basic
    54,662       56,330       56,289       36,009       36,009       51,000       56,990  
                                           
Net earnings (loss) per share — diluted
  $ 1.05     $ 1.06     $ 0.87     $ 0.18     $ (0.33 )   $ 0.19     $ 0.11  
                                           
Weighted average shares outstanding — diluted
    57,796       59,764       60,419       39,397       36,009       54,490       60,130  
                                           
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 )   $ 10,326     $ 6,678  
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 )   $ 0.19     $ 0.11  
Store Operating Data:
                                                       
Stores open at the end of period
    1,826       1,514       1,231       1,038       978       1,908       1,603  
Comparable store sales increase (decrease)(4)
    1.7 %     0.8 %     11.4 %     32.0 %     (6.7 )%     12.0 %     (1.8 )%
Inventory turnover
    5.4       4.9       4.9       5.2       4.6       1.3       1.2  
Balance Sheet Data:
                                                       
Working capital (deficit)
  $ 110,093     $ 188,378     $ 174,482     $ 31,107     $ (1,726 )   $ 117,578     $ 185,559  
Total assets(1)(2)
    914,983       902,189       806,237       608,674       511,504       942,156       843,607  
Total debt
    36,520                   399,623       385,148       36,520        
Total liabilities(1)(2)
    371,972       308,156       257,562       612,659       532,114       379,719       236,994  
Stockholders’ equity (deficit)
    543,011       594,033       548,675       (3,985 )     (20,610 )     562,437       606,613  
 
(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

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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, $1,747 as of February 3, 2001 and $3,549 as of May 1, 2004 and decreased selling, general and administrative expense and increased depreciation expense in GameStop’s statements of operations by $671, $540, $601, $678, $649 and $155 in GameStop fiscal 2004, 2003, 2002, 2001, 2000 and the fiscal quarter ended May 1, 2004, 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 and EB’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2005, including the notes thereto. See “Where You Can Find More Information” beginning on page 161. The unaudited consolidated financial statements as of and for the fiscal quarters ended May 1, 2004 and April 30, 2005 have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the interim data reflects all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of results for these periods. Operating results for the fiscal quarter ended April 30, 2005 are not necessarily indicative of the results that may be expected for the fiscal year ending January 28, 2006.

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      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   Fiscal Quarter Ended
         
    January 29,   January 31,   February 1,   February 2,   February 3,   April 30,   May 1,
    2005   2004   2003   2002   2001   2005   2004
                             
    (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     $ 505,961     $ 370,964  
Management fees(1)
    5,845       13,375       7,553       5,889       4,425       1,124       1,461  
                                           
Total revenues
    1,989,382       1,601,781       1,316,779       1,065,227       807,276       507,085       372,425  
Cost of goods sold
    1,450,205       1,174,429       971,204       826,599       626,939       374,360       271,154  
                                           
Gross profit
    539,177       427,352       345,575       238,628       180,337       132,725       101,271  
Selling, general and administrative expense(2)
    422,374       327,260       266,729       178,928       144,082       118,502       88,525  
Restructuring and asset impairment (reversal) charge(3)
                (2,611 )     12,638                    
Depreciation and amortization
    37,473       29,211       23,361       20,286       16,239       10,802       8,361  
                                           
Operating income
    79,330       70,881       58,096       26,776       20,016       3,421       4,385  
Other income
                            1,550              
Interest income, net
    2,350       1,751       1,677       1,884       3,096       917       452  
                                           
Income before income tax expense and cumulative effect of change in accounting principle
    81,680       72,632       59,773       28,660       24,662       4,338       4,837  
Income tax expense
    29,393       26,903       22,373       10,948       9,791       1,561       1,791  
                                           
Income before cumulative effect of change in accounting principle
    52,287       45,729       37,400       17,712       14,871       2,777       3,046  
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     $ 2,777     $ 3,046  
                                           
Income per share before cumulative effect of change in accounting principle:
                                                       
 
Basic
  $ 2.16     $ 1.82     $ 1.44     $ 0.74     $ 0.67     $ 0.11     $ 0.12  
                                           
 
Diluted
  $ 2.13     $ 1.80     $ 1.42     $ 0.73     $ 0.66     $ 0.11     $ 0.12  
                                           
Per share cumulative effect of change in accounting principle:
                                                       
 
Basic
                  $ (0.18 )                                
                                           
 
Diluted
                  $ (0.18 )                                
                                           

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    Fiscal Year Ended   Fiscal Quarter Ended
         
    January 29,   January 31,   February 1,   February 2,   February 3,   April 30,   May 1,
    2005   2004   2003   2002   2001   2005   2004
                             
    (Amounts in thousands, except per share data and operating data)
Net income per share:
                                                       
 
Basic
  $ 2.16     $ 1.82     $ 1.26     $ 0.74     $ 0.67     $ 0.11     $ 0.12  
                                           
 
Diluted
  $ 2.13     $ 1.80     $ 1.24     $ 0.73     $ 0.66     $ 0.11     $ 0.12  
                                           
Weighted average shares outstanding:
                                                       
 
Basic
    24,159       25,114       25,833       23,868       22,254       24,696       24,526  
                                           
 
Diluted
    24,547       25,415       26,247       24,230       22,466       25,079       24,913  
                                           
Operating Data:(5)
(unaudited)
                                                       
Stores open at end of period
    1,977       1,528       1,145       937       737       2,071       1,623  
Comparable store sales increase (decrease)(6)
    3.1 %     0.0 %     8.3 %     20.8 %     (4.5 )%     14.5 %     (2.5 )%
                                                         
    As of
     
    January 29,   January 31,   February 1,   February 2,   February 3,   April 30,   May 1,
    2005   2004   2003   2002   2001   2005   2004
                             
Balance Sheet Data:
                                                       
Working capital
  $ 175,422     $ 163,422     $ 144,363     $ 121,446     $ 30,133     $ 181,769     $ 149,284  
Total assets
    724,200       643,932       527,305       429,649       270,493       723,068       544,834  
Long-term debt
                      143                    
Total liabilities
    372,732       339,952       252,805       192,489       139,273       365,635       255,159  
Total stockholders’ equity
    351,468       303,980       274,500       237,160       131,220       357,433       289,675  
 
(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.

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(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 April 30, 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 161 and “GSC Holdings Corp. Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 133. 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 17 and “Information Regarding Forward-Looking Statements” beginning on page 21.
                     
        For Fiscal
    For Fiscal Year   Quarter
    Ended   Ended
    January 29, 2005   April 30, 2005
         
    (In thousands, except
    per share data)
    (Unaudited)
Operating Results
               
   
Revenues
  $ 3,832,188     $ 981,812  
   
Net earnings
    62,179       (1,437 )
 
Per Share Data
               
   
Net earnings per common share — basic
    0.74       (0.02 )
   
Net earnings per common share — diluted
    0.71       (0.02 )
                   
        As of
        April 30, 2005
         
Financial Position
               
 
Merchandise inventories, net
          $ 584,772  
 
Total assets
            2,666,521  
 
Note payable, current portion
            12,173  
 
Notes payable, long-term portion
            974,347  
 
Total debt
            986,520  

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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 133.
                 
        Fiscal Quarter
    Fiscal Year Ended   Ended
GameStop Historical Comparative per Share Data   January 29, 2005   April 30, 2005
         
Net earnings per common share — basic
  $ 1.11     $ 0.20  
Net earnings per common share — diluted
  $ 1.05     $ 0.19  
Cash dividends per common share
  $     $  
Book value per common share
  $ 10.68     $ 10.96  
                 
        Fiscal Quarter
    Fiscal Year Ended   Ended
EB Historical Comparative per Share Data   January 29, 2005   April 30, 2005
         
Net earnings per common share — basic
  $ 2.16     $ 0.11  
Net earnings per common share — diluted
  $ 2.13     $ 0.11  
Cash dividends per common share
  $     $  
Book value per common share
  $ 14.26     $ 14.42  
                 
        Fiscal Quarter
    Fiscal Year Ended   Ended
Unaudited Pro Forma Condensed Consolidated Comparative per Share Data   January 29, 2005   April 30, 2005
         
Net earnings per common share — basic
  $ 0.74     $ (0.02 )
Net earnings per common share — diluted
  $ 0.71     $ (0.02 )
Cash dividends per common share
  $     $  
Book value per common share
  $ 13.70     $ 13.83  

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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 21, 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’s indebtedness for borrowed money as of July 1, 2005 was approximately $37.0 million. EB’s indebtedness for borrowed money as of July 1, 2005 was approximately $9.5 million. Holdco’s pro forma total indebtedness, after giving effect to the mergers, is expected to be approximately $996.5 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.

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      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 successfully integrate 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.
We may fail to realize the anticipated synergies, cost savings and other benefits expected from the mergers.
      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 estimated that the combined company will realize approximately $30 million in cost savings and operating synergies by the end of the fiscal year ending February 3, 2007 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 cost savings synergies to be realized. In addition, we must achieve these savings without adversely affecting our 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 the receipt of required approvals of the stockholders of GameStop and EB. If any condition to the mergers is 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

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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 88 and “— Termination Fees” on page 88.
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 27.9% of the outstanding common stock of Holdco upon the closing of the mergers, their shares of stock will only represent approximately 5.9% 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.

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      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.
      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.
      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 senior officers in connection with the mergers.
      Certain senior officers of EB have the right to terminate their employment with EB following the mergers. If these EB senior 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 senior 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 estimated to be up to approximately $5.8 million to these senior officers.
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 condition and results of operations of the combined company may be adversely affected.

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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 17 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.

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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 July 5, 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 21,863,314 shares of GameStop Class A common stock and 29,901,662 shares of GameStop Class B common stock outstanding and entitled to vote at the GameStop annual meeting, held by approximately 29 and 1,411 holders of record, respectively. 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

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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 161.
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 July 1, 2005, there were approximately three million shares remaining available for grant pursuant to this plan.
      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 in mergers, consolidations, etc., will be amended, subject to GameStop stockholder approval, to permit the receipt by holders of GameStop Class B common stock, in

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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 140 and the differences between the rights of Holdco and GameStop’s stockholders are described under “Comparison of Stockholder Rights” on page 143.
      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 K.
      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 96. 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 is 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.

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      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.

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      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

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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

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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 98.
      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 115.
      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

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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 July 5, 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 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

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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 July 5, 2005, the GameStop record date, may submit their proxies:
  •  through the Internet by visiting a website established for that purpose at http://www.proxyvotenow.com/gme and following the instructions; or
 
  •  by telephone by calling the toll-free number 866-407-4408 in the United States, Puerto Rico or Canada on a touch-tone phone and following 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.
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

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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 July 5, 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 25,378,047 shares of EB common stock outstanding and entitled to vote at the EB annual meeting, held by approximately 39 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

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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 161.
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 27.9% of the outstanding common stock of the combined company, which equals approximately 5.9% 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 140 and “Comparison of Stockholder Rights” beginning on page 143.

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      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 K 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 24.
      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 118.
      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.

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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 131.
      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 July 5, 2005, the EB record date, the Kim Group beneficially owned approximately 11.6 million shares of EB common stock which represents approximately 45.6% 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

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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 July 5, 2005, the EB record date, may submit their proxies:
  •  through the Internet by visiting a website established for that purpose at http://www.eproxyvote.com/ELBO and following the instructions; or

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  •  by telephone by calling the toll-free number 877-779-8683 in the United States, Puerto Rico or Canada on a touch-tone phone and following 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.
Solicitation of Proxies
      To assist in the solicitation of proxies, EB has retained Georgeson Shareholder Communications, Inc. for a fee not to exceed $9,000 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.

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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.

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      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.

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      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

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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 Mergers,” 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, increasing the ability of Holdco to compete successfully in the highly competitive interactive entertainment industry on a global basis;
 
  •  the transaction will significantly expand GameStop’s international operations, a targeted growth area for GameStop, from 25 stores in Ireland and the United Kingdom generating less than 2% of GameStop’s revenues as of January 29, 2005 to 545 stores in Australia, Canada, Denmark, Germany, Ireland, Italy, New Zealand, Norway, Sweden and the United Kingdom generating approximately 16% of Holdco’s revenues on a pro forma basis as of January 29, 2005, providing 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 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 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 the fiscal year ending February 3, 2007 and thereafter;
 
  •  the recent and historical information concerning GameStop’s and EB’s respective businesses, financial performance and stock trading prices;

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  •  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;
 
  •  as then calculated EB’s stockholders would 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 would 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 86, 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

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  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 88;
 
  •  the fact that the Kim Group, holders of approximately 46.7% of the then 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;

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  •  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 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 17;
 
  •  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 89, 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 88;
 
  •  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 17.
      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

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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 as then calculated EB stockholders as a group would 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;

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  •  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 71;
 
  •  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 84, 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 88;
 
  •  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 54, 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 61, 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.

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      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 as then calculated would 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 88;
 
  •  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 17.
      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

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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

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  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

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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.

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  •  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.

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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

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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
    Implied Multiples for   Multiples   Multiples
    Selected Companies   for EB   for GameStop
             
    High   Low   Mean   Median        
                         
Closing Stock Price as Multiple of:
                                               
EPS
                                               
 
Calendar year 2005
    29.7 x     14.0 x     18.0 x     16.6 x     17.1 x     15.1x  
 
Calendar year 2006
    18.3 x     12.5 x     14.6 x     14.2 x     14.8 x     12.9x  
Price-to-Earnings Ratio as Multiple of:
                                               
Long-Term Earnings Growth Rate
                                               
 
Calendar year 2005
    1.9 x     0.9 x     1.2 x     1.1 x     1.0 x     0.9x  
 
Calendar year 2006
    1.3 x     0.8 x     1.0 x     1.0 x     0.9 x     0.8x  
Enterprise Value as Multiple of:
                                               
EBITDA
                                               
 
Latest twelve months
    12.3 x     5.4 x     8.4 x     8.5 x     7.5 x     7.6x  
 
Calendar year 2005
    11.3 x     5.3 x     7.6 x     7.5 x     6.4 x     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

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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,

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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;

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  •  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.

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      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.

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  •  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.

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      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)

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  •  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.
         
    Historical
Historical Time Period   Exchange Ratio
     
Close as of April 14, 2005
    1.954 x
Average over one month
    1.958  
Average over three months
    1.932  
Average over six months
    1.876  
Average over one year
    1.790  
Average over two years
    1.719  
Average over three years
    1.627  
      Relative Valuation Analysis. Merrill Lynch calculated a range of implied exchange ratios by comparing theoretical values of EB common stock and GameStop Class A common stock. The exchange ratio is calculated by dividing the theoretical value of EB common stock by the theoretical value of GameStop Class A common stock. Merrill Lynch multiplied these exchange ratios by the GameStop Class A common stock closing price of $20.91 as of April 14, 2005 to determine the implied per share equity values of EB.
      Merrill Lynch calculated the theoretical value of GameStop Class A common stock based on projections provided by GameStop management (GameStop management case). Merrill Lynch did not assume any responsibility for independently verifying such information nor did it undertake any independent evaluation or appraisal of any of the assets or liabilities of GameStop. The methodologies that

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Merrill Lynch used to determine the theoretical values of GameStop and EB, as well as the implied exchange ratios and the implied per share equity values of EB, are detailed in the table below:
                                                                   
    Implied per Share Value   Implied Exchange    
        Ratio   Implied Offer Price
                 
    EB   GameStop   Low EB   High EB   Low EB   High EB
            to High   to Low   to High   to Low
Methodology   Low   High   Low   High   GameStop   GameStop   GameStop   GameStop
                                 
Public Comparables
                                                               
 
2004 EBITDA
  $ 36.50     $ 45.25     $ 19.50     $ 24.00       1.521 x     2.321 x   $ 31.75     $ 48.50  
Discounted Cash Flow Analysis (3-Year)
                                                               
EB Street Case/ GameStop Management Case                                                        
 
Perpetuity Growth
  $ 25.00     $ 32.25     $ 15.50     $ 20.50       1.220 x     2.081 x   $ 25.50     $ 43.50  
 
EBITDA Multiple
    39.00       51.25       21.50       28.25       1.381       2.384       28.75       49.75  
EB Management Case/ GameStop Management Case                                                
 
Perpetuity Growth
  $ 33.00     $ 44.00     $ 15.50     $ 20.50       1.610 x     2.839 x   $ 33.75     $ 59.25  
 
EBITDA Multiple
    49.00       65.50       21.50       28.25       1.735       3.047       36.25       63.75  
Research Targets
  $ 44.00     $ 52.00     $ 25.00     $ 30.00       1.467 x     2.080 x   $ 30.75     $ 43.50  
      Pro Forma Acquisition Analysis. Merrill Lynch prepared pro forma analyses for the financial impact of the mergers using management case for both GameStop and EB. Based on such analyses, Merrill Lynch determined that the proposed transaction would be accretive to GameStop’s stockholders, after synergies, in each of the calendar years 2006 and 2007.
      The summary set forth above does not purport to be a complete description of the analyses underlying the Merrill Lynch opinion or the presentations made by Merrill Lynch to EB’s board of directors. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Merrill Lynch believes that selecting any portion of its analyses or of the summary set forth above, without considering the analyses as a whole, would create an incomplete view of the process underlying Merrill Lynch’s opinion. In arriving at its opinion, Merrill Lynch considered the results of all its analyses and did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance or relevance of each analysis and factor. The analyses performed by Merrill Lynch include analyses based upon forecasts or future results, which may be significantly more or less favorable than those underlying Merrill Lynch’s analyses. The analyses do not purport to be appraisals or to reflect the prices at which EB’s or GameStop’s common stock may trade at any time after announcement of the mergers or how the Holdco common stock may trade following consummation of the mergers. The analyses were prepared solely for the purposes of Merrill Lynch providing its opinion to the EB board of directors. The matters considered by Merrill Lynch in its analyses were based on numerous macroeconomic, operating and financial assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond EB’s, GameStop’s or Merrill Lynch’s control, and involve the application of complex methodologies and educated judgments. In addition, no company utilized as a comparison in the analyses described above is identical to GameStop or EB, and none of the transactions utilized as a comparison is identical to the mergers. Because the analyses are inherently subject to uncertainty, neither Merrill Lynch nor any other person assumes responsibility if future results or actual values are materially different from those forecasted. Merrill Lynch has no obligation to update its opinion to take into account events occurring after the date that its opinion was delivered to EB’s board of directors. Circumstances could develop prior to consummation of the proposed transaction that, if known at the time Merrill Lynch rendered its opinion, would have altered its opinion.
      The board of directors of EB selected Merrill Lynch as its financial advisor because of Merrill Lynch’s reputation as an internationally recognized investment banking and advisory firm with substantial experience in transactions similar to the mergers and because Merrill Lynch is familiar with EB and its business. As part of its investment banking and advisory business, Merrill Lynch is continually engaged in

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the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes.
      Under the terms of a letter agreement dated April 7, 2005, pursuant to which EB engaged Merrill Lynch as its financial advisor, EB agreed to pay $10.0 million to Merrill Lynch for its services, $200,000 of which was paid upon the announcement of the entry by EB into the merger agreement, and the remainder of which is contingent upon consummation of the proposed transactions. In the event that EB receives a “break-up” or similar fee or payment, EB agreed to pay Merrill Lynch a fee of 10% of all such amounts less any fee previously paid to Merrill Lynch pursuant to the letter agreement. The aggregate amount of all fees under the letter agreement may not exceed $10.0 million. In addition to any fees payable to Merrill Lynch under the letter agreement, EB agreed to reimburse Merrill Lynch for its reasonable out-of-pocket expenses incurred in connection with providing its services and rendering its opinion, including the reasonable fees of its legal counsel. Subject to certain exceptions, EB also agreed to indemnify Merrill Lynch and related parties against various liabilities, including liabilities arising under the federal securities laws or related to or arising out of the mergers or the engagement of Merrill Lynch.
      With the consent of the board of directors of EB, Merrill Lynch and certain of its affiliates are acting as initial lender and joint book-running lead arranger for a senior credit facility, and are engaged as joint book-running managing underwriter, placement agent, or initial purchaser, in each case along with certain other financial institutions, to provide financing to GameStop in connection with the mergers. Merrill Lynch and its affiliates will receive underwriting, commitment and other fees in connection with such financing. The financing fee Merrill Lynch and its affiliates will receive is contingent upon, among other factors, the structure of the financing, and credit ratings of the facilities. See “The Mergers — Financing” on page 96.
      In addition, Merrill Lynch has, in the past, provided financial advisory and financing services to GameStop and EB and/or their affiliates and may continue to do so and has received, and may receive, fees for the rendering of such services. Except as described above, Merrill Lynch has not received any fees from EB, GameStop and/or their affiliates during the last two years. In the ordinary course of its business, Merrill Lynch may actively trade shares of EB common stock and other securities of EB, as well as common stock of GameStop and other securities of GameStop, for Merrill Lynch’s own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities.
Peter J. Solomon Company, L.P.
      In April 2005, EB engaged Peter J. Solomon Company, L.P. (PJSC) to act as its financial advisor with respect to rendering a fairness opinion regarding the consideration proposed to be received by the holders of EB common stock in the EB merger. On April 17, 2005, PJSC rendered its oral opinion telephonically to EB’s board of directors, which opinion was confirmed by delivery of a written opinion (PJSC’s opinion) to the effect that, based upon and subject to various considerations set forth in such opinion, as of April 17, 2005, the consideration proposed to be received by the holders of EB common stock in connection with the EB merger was fair from a financial point of view to the holders of EB common stock, other than the Kim Group.
      The full text of PJSC’s opinion, which sets forth assumptions made, procedures followed, matters considered, limitations on and scope of the review by PJSC in rendering PJSC’s opinion, is attached to this joint proxy statement-prospectus as Annex I and is incorporated by reference into this joint proxy statement-prospectus. PJSC’s opinion was directed only to the fairness of the consideration proposed to be received by the holders of EB common stock, other than the Kim Group, in the EB merger from a financial point of view, was provided to EB’s board of directors in connection with its evaluation of the mergers, did not address any other aspect of the mergers and did not, and does not, constitute a recommendation to any holder of EB common stock as to how any stockholder should vote or act on any matter with respect to the mergers. The summary of PJSC’s opinion set forth in this joint proxy

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statement-prospectus is qualified in its entirety by reference to the full text of such opinion. Holders of EB common stock are urged to read PJSC’s opinion carefully and in its entirety. PJSC has consented to the use of PJSC’s opinion in this joint proxy statement-prospectus.
      In connection with PJSC’s opinion, PJSC:
  •  reviewed certain publicly available financial statements and other information of GameStop and EB;
 
  •  reviewed certain internal financial statements and other financial and operating data concerning GameStop and EB prepared by the management of GameStop and EB, respectively;
 
  •  reviewed certain financial projections for GameStop and EB, including certain potential benefits of the proposed business combination, prepared by the management of GameStop and EB, respectively;
 
  •  discussed the past and current operations, financial condition and prospects of GameStop and EB with the management of GameStop and EB, respectively;
 
  •  reviewed the reported prices and trading activity of EB common stock and GameStop common stock;
 
  •  compared the financial performance and condition of GameStop and EB and the reported prices and trading activity of EB common stock and GameStop common stock with that of certain other comparable publicly traded companies;
 
  •  reviewed publicly available information regarding the financial terms of certain transactions comparable, in whole or in part, to the mergers;
 
  •  participated in certain discussions among representatives of each of GameStop and EB;
 
  •  reviewed the draft merger agreement dated as of April 16, 2005 and the draft Kim Group and Riggio Group voting agreements dated as of April 17, 2005; and
 
  •  performed such other analyses as PJSC deemed appropriate.
      PJSC assumed and relied upon the accuracy and completeness of the information reviewed by PJSC for the purposes of its opinion and PJSC did not assume any responsibility for independent verification of such information. With respect to the financial projections, including the estimates made by EB’s management and GameStop’s management of certain potential benefits of the mergers, PJSC assumed that the financial projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of GameStop and EB, respectively. PJSC did not conduct a physical inspection of the facilities or property of GameStop or EB. PJSC did not assume any responsibility for any independent valuation or appraisal of the assets or liabilities of GameStop or EB, nor was PJSC furnished with any such valuation or appraisal. Furthermore, PJSC did not consider any tax effects of the mergers or the transaction structure on any person or entity.
      PJSC assumed that the final form of the merger agreement and the voting agreements would be substantially the same as the last draft of each agreement reviewed by PJSC. PJSC also assumed that the mergers would be consummated in accordance with the terms of the merger agreement, 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 and releases for the mergers, no delay, limitation, restriction or condition would be imposed that would have a material adverse effect on GameStop or EB or the contemplated benefits of the mergers. PJSC further assumed that all representations and warranties set forth in the merger agreement and the voting agreements were true and correct and that all parties to the merger agreement and the voting agreements will comply with all covenants of such party thereunder. PJSC also assumed that Holdco Class A common stock and Holdco Class B common stock have identical powers, preferences and rights, except that holders of Holdco Class A common stock will have one vote per share and holders of Holdco Class B common stock will have ten votes per share, in each case on matters for which the stockholders of Holdco are entitled to vote.

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      PJSC’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to PJSC as of, April 15, 2005. In particular, PJSC did not express any opinion as to the prices at which shares of EB common stock, GameStop common stock or Holdco common stock would trade at any future time. Furthermore, PJSC’s opinion did not address EB’s underlying business decision to undertake any part of the mergers.
      In arriving at PJSC’s opinion, PJSC was not authorized to solicit, and did not solicit, interest from any party with respect to a merger or other business combination transaction involving EB or any of its assets. No limitations were imposed by EB’s board of directors upon PJSC with respect to investigations made or procedures followed by PJSC in rendering PJSC’s opinion.
      The following summarizes the significant financial analyses performed by PJSC and reviewed with EB’s board of directors on April 17, 2005 in connection with the delivery of PJSC’s opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand PJSC’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 in the tables 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 PJSC’s financial analyses.
Historical Share Price Analysis — EB
      PJSC reviewed the closing prices and trading volumes of EB common stock on the NASDAQ National Market from April 14, 2000 to April 14, 2005 (two trading days prior to the rendering of PJSC’s opinion) to obtain background information and perspective with respect to the historical share price of EB common stock. During the twelve months ended April 14, 2005, the high closing price for EB common stock was $47.02 per share and the low closing price was $23.60 per share. In addition, during the twelve months ended April 14, 2005, the average closing price for EB common stock was $33.40 per share and the median closing price was $33.10 per share. During the period from April 14, 2000 to April 14, 2005, the high closing price for EB common stock was $47.02 per share and the low closing price was $12.05 per share.
      PJSC analyzed the implied value per share of the EB merger consideration of $54.63 for each outstanding share of EB common stock, which we refer to herein as the implied per share merger consideration, which was determined based on the merger consideration of $38.15 in cash and the 0.78795 shares of GameStop Class A common stock valued at $20.91 based on the closing price of GameStop Class A common stock on April 14, 2005, to derive premiums over the median price of EB common stock for the specified time periods below. PJSC derived premiums over the median price of EB common stock for periods prior to April 14, 2005 (two trading days prior to the rendering of PJSC’s opinion). The derived premiums were:
         
    Premium to
Time Periods Prior to April 14, 2005:   Median
     
7 Days Prior
    28.6 %
30 Days Prior
    28.9  
60 Days Prior
    36.3  
90 Days Prior
    42.2  
180 Days Prior
    40.7  
Last 1 Year Prior
    65.0  
Last 3 Years Prior
    101.1  
Last 5 Years Prior
    102.3  
      PJSC also reviewed the relative performance from February 12, 2002 (the date of GameStop’s initial public offering) to April 14, 2005 of (1) EB common stock, (2) GameStop Class A common stock and (3) the Standard & Poor’s 500 Index. During the period from April 14, 2004 to April 14, 2005 (two

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trading days prior to the rendering of PJSC’s opinion), the price of EB common stock increased 43.8%, the price of GameStop Class A common stock increased 16.8% and the S&P 500 Index increased 3.0%. During the period from February 12, 2002 to April 14, 2005, the price per share of EB common stock increased 11.0%, the price per share of GameStop Class A common stock increased 16.2% and the S&P 500 Index increased 4.9%.
Analysis of Selected Publicly Traded Comparable Companies
      PJSC reviewed and compared selected financial data of EB with similar data using publicly available information of the following publicly traded companies, which, based on PJSC’s experience with companies in the specialty retail entertainment industry, PJSC deemed comparable to EB: GameStop, Barnes & Noble, Borders Group, Inc., Blockbuster Inc., Guitar Center, Inc., Movie Gallery, Inc., RadioShack Corporation and Trans World Entertainment Corporation. These companies are referred to herein as the comparable companies.
      PJSC calculated and compared various financial multiples and ratios, including, among other things: (1) the most recent stock price per share as a multiple of EPS, for the fiscal years 2004, 2005 and 2006 (ended January 31 of the following year) based upon (i) the closing stock prices as of April 14, 2005 and the mean estimate of Wall Street analysts’ estimates for EPS as reported by First Call Investment Research on April 14, 2005 (two trading days prior to the date of rendering of PJSC’s opinion) for the comparable companies and (ii) EPS for EB based on (a) actual 2004 EPS of EB and (b) a set of projections of EB prepared by EB’s management, which we refer to herein as the Management Projections; and (2) enterprise value (which represents total equity value plus book values of total debt, preferred stock and minority interests less cash) as a multiple of net sales, earnings before interest and taxes (EBIT), and EBITDA for the comparable companies over the latest twelve months (LTM) and in this case referred to as fiscal year 2004 (FY 2004).
      Based on this data, as of April 14, 2005, PJSC developed a summary valuation analysis based on a range of trading valuation multiples and ratios for certain of the comparable companies and EB. This analysis resulted in the following ranges of multiples and ratios:
           
    Implied Ratios
     
FY 2004
       
Enterprise Value as a Ratio of:
       
 
Net Sales
    45.0% - 60.0 %
 
EBITDA
    5.5x -  7.5 x
 
EBIT
    8.5x - 11.0 x
Equity Value as a Ratio of:
       
 
FY 2004 Net Income
    14.0x - 19.5 x
Projected Data
       
Equity Value as a Ratio of:
       
 
FY 2005 Net Income
    14.5x - 18.0 x
 
FY 2006 Net Income
    13.0x - 15.5 x
      PJSC calculated the implied equity value per share of EB common stock using the range of multiples and ratios applied to EB financial statistics, both excluding and including a “control premium.” For these purposes, PJSC used a control premium of 25%, which is the approximate mean premium paid (to the closing price one week prior to announcement) in all announced United States mergers and acquisitions transactions valued between $500 million and $2.0 billion since April 14, 2002, as reported by Thomson Financial Mergers & Acquisitions.
      Based on the foregoing, this analysis yielded a range of values from $33.00 to $45.00 per share for EB common stock excluding a control premium and a range of values from $41.25 to $56.25 per share of EB common stock including a control premium, compared to the implied per share merger consideration of $54.63.

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Analysis of Selected Comparable Transactions
      Using publicly available information, PJSC reviewed certain mergers and acquisitions transactions in the specialty retail entertainment industry which PJSC believed were comparable to the mergers. The list of transactions reviewed were (including the acquiror and target in the transaction, respectively):
         
Transaction   Date Announced
     
(i) GameStop/ Barnes & Noble
    October 2004  
(ii) Barnes & Noble/ Funco, Inc. 
    May 2000  
(iii) Barnes & Noble/ Babbage’s Etc. LLC
    October 1999  
(iv) Highfields Capital Management, LP/ Circuit City Stores, Inc. 
    February 2005  
(v) Movie Gallery, Inc./ Hollywood Entertainment Corporation
    January 2005  
(vi) Circuit City Stores, Inc./ InterTAN, Inc. 
    March 2004  
(vii) Best Buy Co., Inc./ Musicland Stores Corporation
    December 2000  
(viii) Trans World Entertainment Corporation/ Camelot Music Holdings, Inc. 
    October 1998  
      These transactions are referred to herein as the comparable transactions.
      PJSC calculated the multiples of net sales, EBITDA and EBIT paid in these selected comparable transactions. PJSC calculated the implied equity values per share for EB common stock using this range of multiples and ratios applied to financials of EB for fiscal year 2004. This analysis resulted in the following ranges of multiples and ratios:
           
FY 2004   Implied Ratios
     
Enterprise Value as a Ratio of:
       
 
Net Sales
    45.0% - 75.0 %
 
EBITDA
    6.5x - 10.5 x
 
EBIT
    7.5x - 14.0 x
Equity Value as a Ratio of:
       
 
FY 2004 Net Income
    12.5x - 18.0 x
      Based on the foregoing, this analysis yielded a range of values from $36.00 to $54.00 per share of EB common stock, compared to the implied per share merger consideration of $54.63.
Discounted Cash Flow Analysis
      PJSC performed a discounted cash flow analysis to calculate the net present value per share of EB common stock based on a set of projections referred to as the Management Projections. In performing its discounted cash flow analysis, PJSC considered various assumptions that it deemed appropriate based on a review with the management of EB’s prospects and risks. For these purposes, PJSC utilized various discount rates ranging from 13.0% to 16.0% and EBITDA terminal value multiples ranging from 6.0x to 8.0x to apply to forecasted EBITDA for the fiscal year 2007.
      Based on the foregoing, this analysis yielded a range of net present values from $50.00 to $65.00 per share of EB common stock, compared to the implied per share merger consideration of $54.63.
Historical Share Price Analysis — GameStop
      PJSC reviewed the closing prices and trading volumes of GameStop Class A common stock on the NYSE from February 12, 2002 (the date of GameStop’s initial public offering) to April 14, 2005 (two trading days prior to the rendering of PJSC’s opinion). During the twelve months ended April 14, 2005, the high closing price for the GameStop Class A common stock was $23.50 per share and the low closing price was $14.54 per share. In addition, during the twelve months ended April 14, 2005, the average closing price for GameStop Class A common stock was $18.56 per share and the median closing price was

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$18.85 per share. During the period from February 12, 2002 to April 14, 2005, the high closing price for GameStop Class A common stock was $24.21 per share and the low closing price was $7.59 per share.
Relative Contribution Analysis
      PJSC calculated the relative net sales, EBITDA, EBIT and net income contributions of GameStop and EB based on actual historical results and projected results based on projections prepared by management of GameStop and EB, respectively. PJSC compared the actual net income contribution of each company for fiscal years 2002, 2003 and 2004 and the projected net income contribution of each company for fiscal years 2005, 2006 and 2007 to the equity value contributions of each company to the combined company based on the implied per share merger consideration for EB common stock and the closing price for GameStop Class A common stock as of April 14, 2005. This analysis indicated net income contributions of EB for all periods analyzed ranging from 37.0% to 49.1%, compared to the equity value contribution of EB at the implied per share merger consideration of 54.4%. PJSC also compared the actual net sales, EBITDA and EBIT contribution of each company for fiscal years 2002, 2003 and 2004 and the projected net sales, EBITDA and EBIT contribution of each company for fiscal years 2005, 2006 and 2007 to the enterprise value contributions of each company to the combined company based on the implied per share merger consideration for EB common stock and the closing price for GameStop Class A common stock as of April 14, 2005. This analysis indicated net sales, EBITDA and EBIT contributions of EB for all periods analyzed ranging from 35.5% to 52.1%, compared to the enterprise value contribution of EB at the implied per share merger consideration of 54.1%.
Historical Exchange Ratio Analysis
      PJSC compared the historical per share prices of EB common stock and GameStop Class A common stock for the one-year period prior to April 14, 2005 in order to determine the implied average exchange ratio that existed for the period. This analysis indicated an average exchange ratio of 1.790x for the one-year period prior to April 14, 2005, compared to the implied exchange ratio in the merger of 2.612x shares of GameStop Class A common stock for each share of EB common stock (as of April 14, 2005 and assuming an all-stock transaction).
Pro Forma Merger Analysis
      PJSC analyzed the pro forma impact of the mergers on GameStop’s EPS in fiscal years 2006, 2007 and 2008 (ended January 31 of the following year). PJSC compared the projected stand-alone earnings per share of GameStop Class A common stock based on GameStop’s management’s projections of GameStop, on a stand-alone basis, to the pro forma earnings per share of the common stock of the combined company based on the management projections of GameStop and the management projections of EB. This analysis was performed both with and without synergies in 2006, 2007 and 2008 based on guidance from the management of EB. This analysis indicated that, excluding synergies, the mergers would be dilutive in 2006 and accretive in 2007 and 2008 to holders of GameStop Class A common stock. Including the synergies, this analysis indicated that the mergers would be accretive on an earnings per share basis in 2006, 2007 and 2008 to holders of GameStop Class A common stock.
Miscellaneous
      In arriving at PJSC’s opinion, PJSC performed a variety of financial analyses, the material portions of which are summarized above. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, such an opinion is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, PJSC did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to significance and relevance of each analysis and factor. Accordingly, PJSC believes that its analysis must be considered as a whole and that selecting portions of its analysis, without considering all such analyses, could create an incomplete view of the process underlying PJSC’s opinion.

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      In performing its analyses, PJSC relied on numerous assumptions made by the management of GameStop and EB and made numerous judgments of its own with regard to current and future industry performance, general business and economic conditions and other matters, many of which are beyond the control of GameStop and EB. Actual values will depend upon several factors, including changes in interest rates, dividend rates, market conditions, general economic conditions and other factors that generally influence the price of securities. The analyses performed by PJSC are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. Such analyses were prepared solely as a part of PJSC’s analysis of the fairness from a financial point of view of the consideration proposed to be received by the holders of EB common stock in connection with the EB merger and were provided to EB’s board of directors in connection with the delivery of PJSC’s opinion. The analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities might actually be sold, which are inherently subject to uncertainty. Because such analyses are inherently subject to uncertainty, neither of EB nor PJSC, nor any other person, assumes responsibility for their accuracy. With regard to the comparable public company analysis and the comparable transactions analysis summarized above, PJSC selected comparable public companies on the basis of various factors for reference purposes only; however, no public company or transaction utilized as a comparison is fully comparable to EB or the mergers. Accordingly, an analysis of the foregoing was not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect the acquisition or public trading value of the comparable companies and transactions to which EB and the mergers were being compared.
      The consideration in the mergers was determined through arm’s-length negotiations between GameStop and EB and was approved by EB’s board of directors. PJSC did not recommend any specific merger consideration to EB or that any given merger consideration constituted the only appropriate merger consideration for the mergers. In addition, as described elsewhere in this joint proxy statement-prospectus, PJSC’s opinion was one of many factors taken into consideration by EB’s board of directors in evaluating the mergers. Consequently, the PJSC analyses described above should not be viewed as determinative of the opinion of EB’s board of directors or management with respect to the mergers.
      As part of its investment banking activities, PJSC is regularly engaged in the evaluation of businesses and their securities in connection with mergers and acquisitions, restructurings and valuations for corporate or other purposes. EB’s board of directors selected PJSC to deliver an opinion with respect to the consideration proposed to be received by the holders of EB common stock in connection with the EB merger on the basis of such experience.
      The financial advisory services PJSC provided to EB in connection with the mergers were limited to the delivery of PJSC’s opinion.
      Under the terms of PJSC’s engagement, EB agreed to pay PJSC a customary transaction fee of $500,000, all of which was payable upon the delivery of PJSC’s opinion. EB has also agreed to reimburse PJSC for its out-of-pocket expenses, including fees and disbursements of its counsel, incurred in connection with its engagement. In addition, EB agreed to indemnify PJSC and its affiliates, counsel and other professional advisors, and the respective directors, officers, controlling persons, agents and employees of each of the foregoing, against certain liabilities and expenses arising out of PJSC’s engagement. PJSC has not received any other compensation during the last two years for providing investment banking services to GameStop or EB. During the past two years, PJSC provided financial advisory services to Barnes & Noble and/or its affiliates in connection with the sale of shares of GameStop common stock in a private sale and the spin-off of shares of GameStop common stock to Barnes & Noble’s stockholders, for which services PJSC received a customary fee.
Interests of Directors and Executive Officers in the Mergers
      Interests of GameStop Directors and Executive Officers. In considering the recommendation of the board of directors of GameStop to vote for the proposal to adopt the merger agreement and the

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transactions contemplated thereby, including the GameStop merger, the amendment to the GameStop Amended and Restated 2001 Incentive Plan, the amendment to GameStop’s certificate of incorporation and the other proposals at the annual meeting, stockholders of GameStop should be aware that members of the GameStop board of directors and members of GameStop’s executive management have relationships, agreements or arrangements that provide them with interests in the mergers that may be in addition to or differ from those of GameStop’s stockholders. The GameStop board of directors was aware of these relationships, agreements and arrangements during its deliberations on the merits of the mergers and in making its decision to recommend to the GameStop stockholders that they vote to adopt the merger proposal.
      Interests of GameStop’s Controlling Stockholders. In connection with the merger agreement, the Riggio Group entered into a voting agreement and irrevocable proxy with GameStop and EB, pursuant to which, the Riggio Group has agreed (1) to vote their shares of GameStop common stock in favor of the adoption of the merger agreement and (2) not to transfer or otherwise dispose of any of their shares of GameStop common stock until the termination of the voting agreement which occurs upon the earlier of the termination of the merger agreement or the day after the effective date of the mergers.
      As of July 5, 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. Further information about the interests of GameStop’s controlling stockholders can be found at “Risk Factors — Directors of GameStop and EB may have potential conflicts of interest in recommending that you vote in favor of adoption of the merger agreement” on page 19, and further information about the voting agreement can be found under “The Riggio Group Voting Agreement” on page 94.
      Other GameStop Share Ownership. R. Richard Fontaine, the Chairman and Chief Executive Officer of GameStop, holds exercisable options to acquire approximately 4.2% of the outstanding GameStop Class A common stock. Daniel A. DeMatteo, the Vice Chairman and Chief Operating Officer of GameStop, holds exercisable options to acquire approximately 4.2% of the outstanding GameStop Class A common stock.
      GameStop Management Positions. R. Richard Fontaine, the Chairman and Chief Executive Officer of GameStop, will be the Chairman and Chief Executive Officer of Holdco. Daniel A. DeMatteo, the Vice Chairman and Chief Operating Officer of GameStop, will be the Vice Chairman and Chief Operating Officer of Holdco. It is expected that other GameStop executive officers will hold executive officer positions at Holdco, to be determined and announced on or about the date of the mergers. For further information, see “Holdco Board of Directors and Management After the Mergers” below.
      For additional information about options held by certain GameStop directors and executives, see “Information about GameStop — Information about the Directors and Executive Officers of GameStop” on page 98 and for additional information on the effect of the GameStop merger on stock options held by GameStop directors and executives, see “Treatment of Stock Options” on page 77.
      Holdco Directors. Pursuant to the terms of the merger agreement, all the members of the current GameStop board will be among the nine initial directors of the Holdco board of directors after the mergers. James J. Kim, the current Chairman of the Board of EB, and Stanley (Mickey) Steinberg, a current director of EB, will also serve on the board of directors of Holdco. GameStop directors (other than employees), Mr. Kim and Mr. Steinberg are expected to be compensated for serving on the Holdco board of directors in accordance with a customary director compensation policy. For further information, see “Holdco Board of Directors and Management after the Mergers” below.

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      Indemnification and Insurance. The merger agreement provides that, upon completion of the mergers, Holdco will, to the fullest extent permitted by law, indemnify and hold harmless, and provide advancement of expenses to, all past and present officers, directors and employees of GameStop and its subsidiaries to the same extent those persons were entitled to indemnification or advancement of expenses under GameStop’s certificate of incorporation, bylaws and indemnification agreements.
      The merger agreement also provides that Holdco will maintain for a period of six years after completion of the mergers the current directors’ and officers’ liability insurance policies maintained by GameStop, or policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured, with respect to claims arising from facts or events that occurred on or before the completion of the mergers, although Holdco will not be required to make total premium payments in excess of 300% of the annual premiums currently paid by GameStop for directors’ and officers’ liability insurance.
      Interests of EB Directors and Executive Officers. In considering the recommendation of the board of directors of EB to vote for the proposal to adopt the merger agreement and the transactions contemplated thereby, including the EB merger, stockholders of EB should be aware that members of the EB board of directors and members of EB’s management team have relationships, agreements or arrangements that provide them with interests in the mergers that may be in addition to or differ from those of EB’s stockholders. The EB board of directors was aware of these relationships, agreements and arrangements during its deliberations on the merits of the mergers and in making its decision to recommend to the EB stockholders that they vote to adopt the merger agreement.
      EB Management Positions. Certain EB executive officers may become executive officers of Holdco. It is expected that Holdco will determine and announce which executive officers of EB will become executive officers of Holdco on or about the date of the mergers.
      EB Stock Options and Restricted Shares. Upon completion of the mergers, 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.
      Assuming that no options are granted or exercised after the date of this joint proxy statement-prospectus and assuming that the average of the ten trading day closing prices of GameStop Class A common stock prior to the closing of the mergers is $21.61, EB’s directors and executive officers will be paid an aggregate of approximately $31.0 million for their outstanding options to purchase EB common stock.
      For additional information about options held by certain EB directors and executives, see “Information About EB- Information About Directors and Executive Officers of EB” on page 118 and for additional information on the effect of the EB merger on stock options held by EB directors and executives, see “Treatment of Stock Options” on page 77.
      EB Bonus Program. In connection with the execution of the merger agreement, a $10 million bonus program was established for certain of EB’s employees who remain employed with EB through the completion of the mergers. To be eligible for a bonus under the program, an EB employee must be an EB home office associate who has worked for EB for at least one year as of August 1, 2005 and must be employed by EB on the date of the closing of the mergers. In June 2005, the EB compensation committee adopted and approved a merger bonus plan pursuant to the program and approved awards to 238 employees in the aggregate amount of $9.8 million under the bonus plan. The EB compensation committee, in consultation with James J. Kim, EB’s Chairman of the Board, determined the bonus amounts payable under the plan based upon an employee’s position and/or years of service with EB.

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      Under the merger bonus plan, the eight senior officers of EB are eligible to receive an aggregate of $4.1 million under the merger bonus plan, with the five named executive officers (as defined in Item 402 of Regulation S-K) of EB being eligible to receive the following awards:
             
Jeffrey W. Griffiths
  President and Chief Executive Officer   $ 800,000  
John R. Panichello
  Executive Vice President and Chief Operating Officer   $ 800,000  
James A. Smith
  Senior Vice President and Chief Financial Officer   $ 600,000  
Seth P. Levy
  Senior Vice President, Logistics and Chief Information Officer   $ 400,000  
Steven R. Morgan
  Senior Vice President, President of Stores- North America   $ 400,000  
      Holdco Directors. Pursuant to the terms of the merger agreement, James J. Kim (currently Chairman of the Board of EB) will be among the nine initial directors of the Holdco board of directors after the mergers. Also pursuant to the merger agreement, EB’s board of directors has appointed Stanley (Mickey) Steinberg (currently a director of EB) to serve on the board of directors of Holdco. EB directors (other than employees) who serve on the Holdco board of directors are expected to be compensated for their services in that capacity in accordance with a customary director compensation policy. For further information, see “Holdco Board of Directors and Management after the Mergers” below.
      Indemnification and Insurance. The merger agreement provides that, upon completion of the mergers, Holdco will, to the fullest extent permitted by law, indemnify and hold harmless, and provide advancement of expenses to, all past and present officers, directors and employees of EB and its subsidiaries to the same extent those persons were entitled to indemnification or advancement of expenses under EB’s certificate of incorporation, bylaws and indemnification agreements.
      The merger agreement also provides that Holdco will maintain for a period of six years after completion of the mergers the current directors’ and officers’ liability insurance policies maintained by EB or policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured, with respect to claims arising from facts or events that occurred on or before the completion of the mergers, although Holdco will not be required to make total premium payments in excess of 300% of the annual premiums currently paid by EB for directors’ and officers’ liability insurance.
Holdco Board of Directors and Management after the Mergers
      Holdco Board of Directors. The board of directors of Holdco after the mergers will have at least nine members, consisting of the current GameStop board of directors, James J. Kim and Stanley (Mickey) Steinberg. 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 (Daniel A. DeMatteo, if he is re-elected) 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 Mr. Steinberg will be in the class of directors whose term expires in 2008.
      For more information on the members of the GameStop board of directors who will be members of the Holdco board of directors, see “Information about GameStop — Information about the Board of Directors and Executive Officers of GameStop” on page 98. For more information on James J. Kim and

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Stanley (Mickey) Steinberg, see “Information about EB — Information about the Board of Directors and Executive Officers of EB” on page 118.
      Committees of the Holdco Board of Directors. Upon completion of the mergers, the board of directors of Holdco will initially have the following three committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of these committees will comply with the independence requirements of the NYSE.
      The table below reflects the membership for each committee upon the completion of the mergers:
                         
            Nominating
            and
            Corporate
Name   Audit   Compensation   Governance
             
Leonard Riggio
                    X  
Stephanie Shern
    X                  
Gerald R. Szczepanski
    X       X       X  
Edward A. Volkwein
    X       X       X  
      Management. Holdco’s senior management that has been designated as of the date of this joint proxy statement-prospectus and their ages as of July 1, 2005 are as follows:
             
Name   Age   Title
         
R. Richard Fontaine
    63     Chairman of the Board and Chief Executive Officer
Daniel A. DeMatteo
    57     Vice Chairman and Chief Operating Officer
      It is expected that additional management of Holdco will be determined and announced on or near the date of the mergers. Information on the members of the senior management team of Holdco who will also serve as directors of Holdco is provided above under “Holdco Board of Directors and Management after the Mergers”.
      Compensation of Directors and Other Management. Holdco has not yet paid any compensation to its directors, executive officers or other managers. The form and amount of the compensation to be paid to each of Holdco’s directors, executive officers and other managers will be determined by the Holdco board of directors as soon as practicable immediately prior to or following the completion of the mergers.
      Information concerning the compensation paid to, and the employment agreements with, the GameStop Chief Executive Officer and the other four most highly compensated executive officers of GameStop for the 2004 fiscal year is contained in “Information about GameStop — Information about the Board of Directors and Executive Officers of GameStop” on page 98. Information concerning the compensation paid to, and the employment agreements with, R. Richard Fontaine, the current Chairman and Chief Executive Officer of GameStop, and Daniel A. DeMatteo, the current Vice Chairman and Chief Operating Officer, is contained in “Information about GameStop — Information about the Board of Directors and Executive Officers of GameStop” on page 98 and “Information about GameStop — GameStop — Certain Relationships and Related Transactions” on page 112. Information concerning the compensation paid to the Chief Executive Officer and the other four most highly compensated executive officers of EB for the 2004 fiscal year is contained in “Information about EB — Information about the Board of Directors and Executive Officers of EB” on page 118.
      Registered Independent Public Accounting Firm. It is expected that upon completion of the mergers, BDO Seidman, LLP will act as Holdco’s registered independent public accounting firm for Holdco’s fiscal year ending January 28, 2006.
Material United States Federal Income Tax Consequences
      The following is a discussion of the material United States federal income tax consequences of the mergers to U.S. holders of GameStop common stock and U.S. holders of EB common stock, in each case

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who hold such stock as a capital asset. The following discussion was prepared based on consultation with both Bryan Cave LLP, counsel to GameStop, and Klehr, Harrison, Harvey, Branzburg & Ellers LLP, counsel to EB. In the opinion of Bryan Cave LLP, as it relates to GameStop and U.S. holders of GameStop common stock, and Klehr, Harrison, Harvey, Branzburg & Ellers LLP, as it relates to EB and U.S. holders of EB common stock, the following discussion, to the extent it constitutes matters of law or legal conclusions (assuming the facts, representations and assumptions upon which the discussion is based are accurate), is accurate in all material respects. The discussion is based on the Code, Treasury regulations thereunder, and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect.
      For purposes of this discussion, the term “U.S. holder” means:
  •  a citizen or resident of the United States;
 
  •  a corporation created or organized under the laws of the United States or any of its political subdivisions;
 
  •  a trust that (1) is subject to the primary supervision of a court within the United States with respect to its administration and is subject to the control of one or more United States persons with respect to all of its substantial decisions or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person; or
 
  •  an estate that is subject to United States federal income tax on its income regardless of its source.
      If a partnership holds GameStop common stock or EB common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If a U.S. holder is a partner in a partnership holding GameStop common stock or EB common stock, the U.S. holder should consult its tax advisors.
      This discussion is not a complete description of all the consequences of the mergers and, in particular, may not address United States federal income tax considerations applicable to stockholders subject to special treatment under United States federal income tax law (including, for example, non-U.S. holders, financial institutions, dealers in securities, insurance companies or tax-exempt entities, 401(k) plans, holders who acquired GameStop common stock or EB common stock pursuant to the exercise of an employee stock option or right or otherwise as compensation, and holders who hold GameStop common stock or EB common stock as part of a hedge, straddle or conversion transaction). This discussion does not address the tax consequences of any transaction other than the mergers. Also, this discussion does not address United States federal income tax considerations applicable to holders of options or warrants to purchase GameStop, EB or Holdco common stock, or holders of debt instruments convertible into GameStop, EB or Holdco common stock. In addition, no information is provided herein with respect to the tax consequences of the mergers under applicable state, local or non-United States laws, or under any proposed Treasury regulations that have not taken effect as of the date of this joint proxy statement-prospectus.
      HOLDERS OF GAMESTOP COMMON STOCK OR EB COMMON STOCK ARE URGED TO CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGERS TO THEM, INCLUDING THE EFFECTS OF UNITED STATES FEDERAL, STATE AND LOCAL, FOREIGN AND OTHER TAX LAWS.
      The obligations of GameStop and EB to consummate the mergers are conditioned on the receipt of opinions of their respective tax counsel, Bryan Cave LLP (as to GameStop) and Klehr, Harrison, Harvey, Branzburg & Ellers LLP (as to EB), dated the effective date of the mergers (each, a Tax Opinion), to the effect that the exchange of EB common stock and GameStop common stock for Holdco common stock pursuant to the mergers, taken together, will be treated for United States income tax purposes as a transaction described in Section 351 of the Code. Each of the Tax Opinions will be subject to customary qualifications and assumptions, including that the mergers will be completed according to the terms of the merger agreement. In rendering the Tax Opinions, each counsel may require and rely upon representations

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and covenants including those contained in the certificates of officers of GameStop, EB, Holdco and others. Although the merger agreement allows each of GameStop and EB to waive this condition to closing, neither GameStop nor EB currently anticipates doing so. In the unlikely event that either GameStop or EB does waive this condition, then the party waiving such condition will inform its stockholders of this decision and ask the affected stockholders to vote on the mergers taking this into consideration if there are any material adverse changes in the U.S. federal income tax consequences to such stockholders.
      The Tax Opinions are not binding on the IRS or the courts, and the parties do not intend to request a ruling from the IRS with respect to the mergers. Accordingly, there can be no assurance that the IRS will not challenge the conclusions set forth in the Tax Opinions or that a court will not sustain such a challenge.
      The following discussion assumes that the exchange of EB common stock and GameStop common stock for Holdco common stock pursuant to the mergers, taken together, will constitute an exchange described in Section 351 of the Code. The following discussion is not binding on the IRS.
Federal Income Tax Consequences to GameStop Stockholders
      Because a holder of GameStop common stock will receive solely Holdco common stock in exchange for its GameStop common stock in the GameStop merger, the holder of GameStop common stock will not recognize gain or loss upon the exchange. The aggregate tax basis of the Holdco common stock the holder of GameStop common stock receives will be equal to the aggregate tax basis of the GameStop common stock the holder surrenders, and the holding period of the Holdco common stock will include the holder’s holding period of the GameStop common stock surrendered.
Federal Income Tax Consequences to EB Stockholders
Exchange of EB Common Stock for a Combination of Holdco Common Stock and Cash
      The tax consequences of the EB merger to holders of EB common stock could be different from those described below if persons who own at least 50% of the vote or value of the outstanding EB common stock immediately before the acquisition own at least 50% of the vote or value of the outstanding Holdco common stock immediately after the transaction. For such overlapping ownership to occur it would be necessary for the holders of EB common stock to own more than 30.6% of the total value of GameStop’s outstanding common stock immediately prior to the mergers, which would convert into more than 22.4% of the value of Holdco common stock in the mergers, in addition to the approximately 27.6% of Holdco common stock to be received by the EB stockholders in exchange for their EB common stock. In that event, cash received by a holder of EB common stock in the transaction might be treated as a dividend rather than capital gain. The IRS has indicated, however, that, in the case of a minority stockholder in a publicly held corporation whose relative stock interest is minimal and who exercises no control over the corporation’s affairs, a minimal reduction in the percentage of stock owned by such stockholder will avoid dividend treatment. Accordingly, cash received by such a holder of EB common stock whose percentage interest in Holdco common stock is less than the holder’s percentage interest in EB common stock prior to the transaction should not be treated as constituting a dividend. For purposes of determining such percentages, stock owned by certain persons related to the holder or which the holder can acquire pursuant to the exercise of options would be treated as owned by the holder. The discussion below is based upon the understanding that no such overlapping ownership will occur.

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      The material U.S. federal income tax consequences to a U.S. holder of EB common stock who receives both cash and Holdco common stock in the EB merger are determined under Section 351 of the Code, in general, as follows:
  •  gain will be recognized on the exchange of EB common stock for a combination of cash and Holdco common stock pursuant to the EB merger equal to the lesser of:
        (i) the excess of the sum of the fair market value of the Holdco common stock and the amount of cash received by the U.S. holder of EB common stock in the EB merger over the U.S. holder’s adjusted tax basis in its EB common stock surrendered in the EB merger, and
 
        (ii) the amount of cash received by the U.S. holder in the EB merger;
  •  no loss will be recognized by a U.S. holder of EB common stock who receives a combination of cash and Holdco common stock in the EB merger;
 
  •  the aggregate adjusted basis of the Holdco common stock received in the EB merger will be equal to the aggregate adjusted basis of the EB common stock surrendered, reduced by the amount of cash the U.S. holder of EB common stock receives and increased by the amount of gain that the U.S. holder of EB common stock recognizes;
 
  •  the holding period of the Holdco common stock received in the EB merger should include the holding period of the EB common stock exchanged for such Holdco common stock; and
 
  •  in the case of a U.S. holder who acquired different blocks of EB common stock at different times and at different prices, any gain or loss will be determined separately with respect to each block of EB common stock, and the cash received will be allocated pro rata to each such block of stock, and such a holder should consult with its tax advisor regarding the manner in which the above rules would apply to such U.S. holder.
Cash In Lieu of Fractional Shares
      The receipt of cash in lieu of a fractional share of Holdco common stock by a U.S. holder of EB common stock may be treated as if the holder received the fractional shares in the EB merger and then received the cash in a redemption of the fractional shares, in which case the holder should generally recognize gain or loss equal to the difference between the amount of such cash received and the holder’s adjusted tax basis allocable to such fractional share. It is possible, however, that the receipt of cash in lieu of fractional shares may be treated as cash received in exchange for EB common stock as described above under “Exchange of EB Common Stock for a Combination of Holdco Common Stock and Cash.”
Taxation of Capital Gain or Loss
      Gain or loss recognized by a U.S. holder in connection with the EB merger will generally constitute capital gain or loss, and any such capital gain or loss will constitute long-term capital gain or loss if the U.S. holder’s holding period with respect to its EB common stock is greater than one year as of the date of the EB merger. For non-corporate U.S. holders, this long-term capital gain generally will be taxed at a maximum U.S. federal income tax rate of 15%. The deductibility of capital losses is subject to limits.
Backup Withholding
      Backup withholding may apply with respect to the cash consideration received by holders of EB common stock, unless such holder:
  •  is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or
 
  •  provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding and that such holder is a U.S. person (including a U.S. resident alien) and otherwise complies with applicable requirements of the backup withholding rules.

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      A holder of EB common stock who provides Holdco (or the exchange agent) with an incorrect taxpayer identification number may be subject to penalties imposed by the IRS. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder’s federal income tax liability, provided that the holder furnishes certain required information to the IRS.
Reporting Requirements
      U.S. holders of EB common stock or GameStop common stock receiving Holdco common stock as a result of the mergers will be required to attach to their income tax returns for the taxable year in which the closing of the transaction occurs, and maintain a permanent record of, a complete statement of all the facts relating to the exchange of stock in connection with the transaction. The facts to be disclosed by a U.S. holder include the U.S. holder’s basis in the EB common stock or the GameStop common stock, as the case may be, transferred to Holdco, the number of shares of Holdco common stock received in the transaction, the fair market value per share (as of the exchange date) of each class of Holdco common stock received in the transaction and, in the case of a holder of EB common stock, the amount of cash received in the transaction.
      This discussion under “Material United States Federal Income Tax Consequences” does not address tax consequences that may vary with, or are contingent on, individual circumstances. Moreover, it does not address any non-income tax or any foreign, state or local tax consequences of the mergers. Tax matters are very complicated, and the tax consequences of the mergers to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular federal, state, local, or foreign income or other tax consequences to you of the mergers.
Accounting Treatment
      The business combination will be accounted for as a “purchase” by GameStop of EB, as that term is used under GAAP, for accounting and financial reporting purposes. GameStop and EB have determined that the business combination will be accounted for as an acquisition by GameStop of EB. In identifying GameStop as the acquiring entity, the companies took into account the relative outstanding share ownership, the composition of the governing body of the combined entity and the designation of certain senior management positions. As a result, the historical financial statements of GameStop will become the historical financial statements of Holdco. The assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of EB as of the effective time of the mergers will be recorded at their respective fair market values and added to those of GameStop. Any excess of purchase price over the net fair values of EB’s assets and liabilities is recorded as goodwill (excess purchase price). Any excess of the fair value of EB’s net assets over the purchase price will be allocated as a pro rata reduction of the amounts that would otherwise have been assigned to certain of EB’s non-current assets acquired. Financial statements of Holdco issued after the mergers will reflect such fair values and will not be restated retroactively to reflect the historical financial position or results of operations of EB. The results of operations of EB will be included in the results of operations of Holdco beginning on the effective date of the mergers. See “GSC Holdings Corp. Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 133 for more information.
Regulatory Approvals
      U.S. Antitrust Clearance. Under the HSR Act, and the rules promulgated thereunder by the Federal Trade Commission (FTC), the mergers could not be consummated until notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the United States Department of Justice (the Antitrust Division) and specified waiting period requirements had been satisfied. The HSR Act waiting period expired at 11:59 p.m. Eastern Time on June 8, 2005. Both before and after the expiration of the HSR waiting period, the FTC and the Antitrust Division retain the authority to challenge the mergers on antitrust grounds. In addition, each state in which GameStop or EB operates may also seek to review the mergers. It is possible that some of these authorities may seek to challenge the mergers.

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      Italy. Under the Italian Law No. 287 of 10 October, 1990, GameStop and EB are required to file a notification with respect to the proposed merger. The Italian Competition Authority (the Authority) may order the parties not to proceed with the transaction until its review is completed. The Authority must either commence an investigation or notify the parties of its decision not to investigate within 30 days of receiving a formal notification. GameStop and EB have filed a formal notification with the Italian Authority. It is possible that the Authority may seek to challenge this transaction.
Conversion of Shares; Exchange of Certificates; Dividends; Withholding
      Conversion and Exchange of Shares. The conversion of GameStop shares and EB shares into the right to receive the applicable merger consideration will occur automatically at the effective time of the mergers. The exchange agent will, as soon as reasonably practicable after the effective time of the mergers, exchange certificates representing GameStop and EB shares for the applicable merger consideration to be received in the mergers pursuant to the terms of the merger agreement.
      Letter of Transmittal. Promptly after the completion of the mergers, the exchange agent will send a letter of transmittal to those persons who were record holders of GameStop shares holding certificated shares at the effective time of the GameStop merger and record holders of EB shares holding certificated shares at the effective time of the EB merger. This mailing will contain instructions on how to surrender certificates representing GameStop shares and EB shares in exchange for the applicable merger consideration the holder is entitled to receive under the merger agreement. When you deliver your GameStop stock certificates or EB stock certificates to the exchange agent along with a properly executed letter of transmittal and any other required documents, your stock certificates will be cancelled. If you hold GameStop or EB shares in book-entry form, your book-entry shares will automatically be exchanged for book-entry shares of Holdco (and in the case of EB stockholders, the right to receive cash) and you will not receive a letter of transmittal. Whether you hold GameStop or EB shares in certificated or book-entry form, unless you request otherwise, Holdco will not issue new certificates and your shares of Holdco common stock will be in book-entry form.
      DO NOT SUBMIT YOUR GAMESTOP OR EB STOCK CERTIFICATES FOR EXCHANGE UNTIL YOU RECEIVE THE TRANSMITTAL INSTRUCTIONS AND LETTER OF TRANSMITTAL FROM THE EXCHANGE AGENT.
      If a certificate for GameStop common stock or EB common stock has been lost, stolen or destroyed, the exchange agent will issue the applicable merger consideration properly payable under the merger agreement upon compliance by the applicable stockholder with the replacement requirements established by the exchange agent.
      Fractional Shares. You will not receive fractional shares of Holdco’s common stock in connection with the EB merger. Instead, each holder of EB shares exchanged in the EB merger who would otherwise have received a fraction of a share of Holdco common stock will receive cash in an amount determined by multiplying the fractional interest to which such holder would otherwise be entitled by the average of the closing prices for a share of GameStop Class A common stock as reported on the NYSE for the ten trading days immediately prior to the closing date of the mergers. Because each share of GameStop Class A common stock and GameStop Class B common stock is being exchanged for a share of Holdco Class A common stock and Holdco Class B common stock, respectively, on a one-for-one basis, no fractional shares will arise as a result of that exchange.
      Dividends and Distributions. Until GameStop stock certificates or book-entry shares or EB stock certificates or book-entry shares are surrendered for exchange, any dividends or other distributions declared after the effective time of the mergers with respect to shares of Holdco common stock into which GameStop shares or EB shares may have been converted will accrue but will not be paid. Holdco will pay to former GameStop stockholders and EB stockholders any unpaid dividends or other distributions, without interest, only after they have duly surrendered their stock certificates or book-entry shares. After the effective time of the mergers, there will be no transfers on the stock transfer books of GameStop or EB of any GameStop shares or EB shares, respectively. If GameStop stock certificates or book-entry shares or

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EB stock certificates or book-entry shares are presented for transfer after the completion of the mergers, they will be cancelled and exchanged for the applicable merger consideration into which such certificates or book-entry shares have been converted pursuant to the merger agreement.
      Withholding. Holdco or the exchange agent will be entitled to deduct and withhold from the merger consideration payable to any GameStop stockholder or EB stockholder the amounts it is required to deduct and withhold under the Code or any provision of any state, local or foreign tax law. If the exchange agent withholds any amounts, these amounts will be treated for all purposes of the mergers as having been paid to the stockholders from whom they were withheld.
Treatment of Stock Options
      Upon the completion of the GameStop merger, each option held by directors and executives of GameStop to purchase shares of GameStop Class A common stock (whether vested or unvested) will be converted into the right to purchase the same number of shares of Holdco Class A common stock at an exercise price per share equal to the exercise price per share of the GameStop Class A common stock subject to the option before the conversion and will continue to be governed by its applicable terms. Substantially all of the GameStop stock options are held by GameStop directors and GameStop employees.
      Upon completion of the mergers, 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 of the mergers minus (3) the exercise price per share of such stock option minus (4) any applicable tax withholding.
Restrictions on Sales of Shares by Affiliates of GameStop and EB
      The shares of Holdco common stock to be issued in connection with the mergers will be registered under the Securities Act of 1933, as amended, and will be freely transferable under the Securities Act, except for shares of Holdco common stock issued to any person who is deemed to be an “affiliate” of GameStop or EB at the time of the applicable annual meeting. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under the common control of either GameStop or EB and may include our executive officers and directors, as well as our significant stockholders. Affiliates may not sell their shares of Holdco common stock acquired in connection with the mergers except pursuant to:
  •  an effective registration statement under the Securities Act covering the resale of those shares;
 
  •  an exemption under paragraph (d) of Rule 145 under the Securities Act; or
 
  •  any other applicable exemption under the Securities Act.
      Both GameStop and EB expect that each of their affiliates will agree with Holdco that the affiliate will not transfer any shares of stock received in the mergers except in compliance with the Securities Act. This joint proxy statement-prospectus does not cover resales of Holdco common stock by affiliates of GameStop, EB or Holdco.
      Under the registration rights agreement, once the registration statement required thereunder is declared effective by the SEC, the Kim Group will be free to sell their shares in Holdco without restriction. For further information, see “Risk Factors — “Market overhang” could depress the market price of Holdco Class A common stock” on page 20.

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Stock Exchange Listing and Stock Prices
      We have applied for the following shares of Holdco to be quoted on the NYSE upon the completion of the mergers:
  •  Holdco common stock to be issued in the mergers; and
 
  •  Holdco common stock reserved for issuance upon exercise of GameStop stock options and Holdco stock options.
      The following table sets forth, for the periods indicated, the high and low sale prices per share of GameStop Class A common stock, GameStop Class B common stock and EB common stock as reported on the NYSE Composite Tape and on the NASDAQ National Market, respectively.
                                                   
    GameStop   GameStop    
    Class A   Class B   EB
    Common Stock   Common Stock   Common Stock
             
Fiscal Quarter   High   Low   High   Low   High   Low
                         
For the Fiscal Year Ended January 31, 2004
                                               
 
First Quarter
  $ 13.00       7.59                   19.57       11.96  
 
Second Quarter
  $ 14.85       11.55                   27.42       18.08  
 
Third Quarter
  $ 18.92       12.66                   34.80       24.77  
 
Fourth Quarter
  $ 18.57       14.30                   28.07       19.60  
For the Fiscal Year Ended January 29, 2005
                                               
 
First Quarter
  $ 18.65       16.29                   29.94       24.87  
 
Second Quarter
  $ 18.18       14.54                   28.40       23.25  
 
Third Quarter
  $ 20.23       14.87                   35.37       23.50  
 
Fourth Quarter
  $ 23.50       18.68       24.00       18.75       43.75       33.74  
For the Fiscal Year Ending January 28, 2006
                                               
 
First Quarter
  $ 24.61       18.60       23.41       18.80       56.80       34.51  
 
Second Quarter (through July 7, 2005)
  $ 34.30       24.62       31.80       23.30       64.71       55.54  
Rights of Dissenting Stockholders
      Appraisal rights are statutory rights that enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Appraisal rights are not available in all circumstances, and exceptions to these rights are provided under the Delaware law, the state of incorporation of GameStop and EB. As a result of these exceptions, stockholders of GameStop are not entitled to appraisal rights in connection with the GameStop merger. If the EB merger is consummated, holders of shares of EB common stock are entitled to appraisal rights under Section 262 of the DGCL, provided that they comply with the conditions established by Section 262.
      Section 262 is reprinted in its entirety as Annex J to this joint proxy statement-prospectus. The following discussion is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Annex J. This discussion and Annex J should be reviewed carefully by any holder who wishes to exercise statutory appraisal rights or who wishes to preserve the right to do so, as failure to comply with the procedures set forth herein or therein will result in the loss of appraisal rights.
      A record holder of shares of EB common stock who makes the demand described below with respect to such shares, who continuously is the record holder of such shares through the effective time of the EB merger, who otherwise complies with the statutory requirements of Section 262 and who neither votes in favor of the EB merger nor consents thereto in writing will be entitled to an appraisal by the Delaware Court of Chancery of the fair value of his or her shares of EB common stock. All references in this

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summary of appraisal rights to a “stockholder” or “holders of shares of EB common stock” are to the record holder or holders of shares of EB common stock. Except as set forth herein, stockholders of EB will not be entitled to appraisal rights in connection with the EB merger.
      Under Section 262, where a merger is to be submitted for approval at a meeting of stockholders, such as the EB annual meeting, not less than 20 days prior to the meeting a constituent corporation must notify each of the holders of its stock for whom appraisal rights are available that such appraisal rights are available and include in each such notice a copy of Section 262. This joint proxy statement-prospectus shall constitute such notice to the record holders of EB common stock.
      Holders of shares of EB common stock who desire to exercise their appraisal rights must not vote in favor of the EB merger and must deliver a separate written demand for appraisal to EB prior to the vote by the stockholders of EB common stock on the EB merger. A demand for appraisal must be executed by or on behalf of the EB stockholder of record and must reasonably inform EB of the identity of the EB stockholder of record and that such stockholder intends thereby to demand appraisal of the EB common stock. A proxy or vote against the EB merger will not by itself constitute such a demand. Within ten days after the effective time, EB must provide notice of the effective time to all EB stockholders who have complied with Section 262 and who have not voted in favor of or consented to the EB merger.
      An EB stockholder who elects to exercise appraisal rights should mail or deliver his or her written demand to:
  Electronics Boutique Holdings Corp.
  Attn: Secretary
  931 South Matlack Street
  West Chester, Pennsylvania 19382
      A person having a beneficial interest in shares of EB common stock that are held of record in the name of another person, such as a broker, fiduciary, depositary or other nominee, must act promptly to cause the record holder to follow the steps summarized herein properly and in a timely manner to perfect appraisal rights. If the shares of EB common stock are owned of record by a person other than the beneficial owner, including a broker, fiduciary (such as a trustee, guardian or custodian), depositary or other nominee, such demand must be executed by or for the record owner. If the shares of EB common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, such person is acting as agent for the record owner. If a stockholder holds shares of EB common stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.
      A record holder, such as a broker, fiduciary, depositary or other nominee, who holds shares of EB common stock as a nominee for others, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner. In such case, the written demand must set forth the number of shares covered by such demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares of EB common stock outstanding in the name of such record owner.
      Within 120 days after the effective time, either EB or any EB stockholder who has complied with the required conditions of Section 262 may file a petition in the Delaware Court, with a copy served on EB in the case of a petition filed by an EB stockholder, demanding a determination of the fair value of the shares of all dissenting stockholders. There is no present intent on the part of EB to file an appraisal petition and EB stockholders seeking to exercise appraisal rights should not assume that EB will file such a petition or that EB will initiate any negotiations with respect to the fair value of such shares. Accordingly, holders of EB common stock who desire to have their shares appraised should initiate any

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petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. Within 120 days after the effective time, any EB stockholder who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from EB a statement setting forth the aggregate number of shares of EB common stock not voting in favor of the EB merger and with respect to which demands for appraisal were received by EB and the number of holders of such shares. Such statement must be mailed (i) within 10 days after the written request therefor has been received by EB or (ii) within 10 days after the expiration of the period for the delivery of demands as described above, whichever is later.
      If a petition for an appraisal is timely filed, at the hearing on such petition, the Delaware Court will determine which EB stockholders are entitled to appraisal rights. The Delaware Court may require the EB stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any EB stockholder fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such stockholder. Where proceedings are not dismissed, the Delaware Court will appraise the shares of EB common stock owned by such stockholders, determining the fair value of such shares exclusive of any element of value arising from the accomplishment or expectation of the EB merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value.
      Although EB believes that the EB merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and EB stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the EB merger consideration. Moreover, EB does not anticipate offering more than the EB merger consideration to any EB stockholder exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of EB common stock is less than the EB merger consideration. In determining “fair value,” the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc. the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”
      The cost of the appraisal proceeding may be determined by the Delaware Court and taxed against the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each dissenting EB stockholder is responsible for his or her attorneys’ and expert witness expenses, although, upon application of a dissenting stockholder of EB, the Delaware Court may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares of stock entitled to appraisal.
      Any holder of shares of EB common stock who has duly demanded appraisal in compliance with Section 262 will not, after the effective time, be entitled to vote for any purpose any shares subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to EB stockholders of record at a date prior to the effective time.

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      At any time within 60 days after the effective time, any EB stockholder will have the right to withdraw such demand for appraisal and to accept the terms offered in the EB merger; after this period, the EB stockholder may withdraw such demand for appraisal only with the consent of EB. If no petition for appraisal is filed with the Delaware Court within 120 days after the effective time, EB stockholders’ rights to appraisal shall cease, and all holders of shares of EB common stock will be entitled to receive the consideration offered pursuant to the merger agreement. Inasmuch as EB has no obligation to file such a petition, and EB has no present intention to do so, any holder of shares of EB common stock who desires such a petition to be filed is advised to file it on a timely basis. Any EB stockholder may withdraw such stockholder’s demand for appraisal by delivering to EB a written withdrawal of his or her demand for appraisal and acceptance of the EB merger consideration, except (i) that any such attempt to withdraw made more than 60 days after the effective time will require written approval of EB and (ii) that no appraisal proceeding in the Delaware Court shall be dismissed as to any EB stockholder without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just.
Delisting and Deregistration of GameStop and EB Stock after the Mergers
      When the mergers are completed, the GameStop Class A common stock and GameStop Class B common stock currently quoted on the NYSE will cease to be quoted on the NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended (the Exchange Act), and the EB common stock currently listed on the NASDAQ National Market will be delisted from the NASDAQ National Market and will be deregistered under the Exchange Act.
The Merger Agreement
      This section of the joint proxy statement-prospectus describes the material terms of the merger agreement. The following summary is qualified in its entirety by reference to the complete text of the merger agreement, which is incorporated by reference and attached as Annex A to this joint proxy statement-prospectus. We urge you to read the full text of the merger agreement.
      The merger agreement has been included for your convenience to provide you with information regarding its terms, and we recommend that you read it in its entirety. Except for its status as the contractual document that establishes and governs the legal relations between GameStop and EB with respect to the mergers, we do not intend for its text to be a source of factual, business or operational information about either GameStop or EB. That kind of information can be found elsewhere in this joint proxy statement-prospectus and in the other public filings each of us makes with the SEC, which are available without charge at the SEC’s website (www.sec.gov). See “Where You Can Find More Information” beginning on page 161.
      The merger agreement contains representations and warranties we have made to each other. Those representations and warranties are qualified in several important respects, which you should consider as you read them in the merger agreement.
  •  First, except for the parties themselves, under the terms of the merger agreement only certain other specifically identified persons are third-party beneficiaries of the merger agreement who may enforce it and rely on its terms. As GameStop and EB stockholders, you are not third-party beneficiaries of the merger agreement and therefore may not directly enforce or rely upon its terms and conditions.
 
  •  Second, the representations and warranties are qualified in their entirety by schedules each of us prepared and delivered to the other immediately prior to signing the merger agreement.
 
  •  Third, all of the representations and warranties that deal with the business and operations of GameStop and EB are qualified to the extent that any inaccuracy would not reasonably be expected to have or result in, individually or in the aggregate, a material adverse effect on the party making the representation and warranty.

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  •  Fourth, none of the representations or warranties will survive the closing of the mergers and they will therefore have no legal effect among the parties to the merger agreement after the closing, nor will the parties be able to assert the inaccuracy of the representations and warranties as a basis for refusing to close unless all such inaccuracies would reasonably be expected to have or result in, individually or in the aggregate, a material adverse effect on the party that made the representations and warranties. Otherwise, for purposes of the merger agreement, the representations and warranties will be deemed to have been sufficiently accurate to require a closing.
      Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement, and subsequently developed or new information qualifying a representation or warranty may have been included in a filing with the SEC made since the date of the merger agreement (including in this joint proxy statement-prospectus).
      On April 17, 2005, GameStop Corp., GameStop, Inc., GSC Holdings Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and Electronics Boutique Holdings Corp. entered into an Agreement and Plan of Merger.
      Completion of the Mergers. 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.
      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.
      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 outstanding 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.
      In the EB merger, each outstanding share of EB common stock (other than shares owned by EB, Eagle Subsidiary LLC or GameStop) will be converted into the right to receive $38.15 in cash and .78795 of a share of Holdco Class A common stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the date of the EB merger. Each share of EB common stock owned by EB, Eagle Subsidiary LLC or GameStop will be cancelled without consideration.
      Each share of Holdco common stock held by GameStop, Inc. prior to the effective time will be cancelled without consideration.
      Each outstanding GameStop stock option will be converted into an option to purchase the same number of shares of Holdco Class A common stock, subject to the same terms and conditions. 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 of the mergers minus (3) the exercise price per share of such stock option minus (4) any applicable tax withholding.
      Upon completion of the mergers, each option or right to acquire shares of EB common stock under the EB Amended and Restated 2000 Employee Stock Purchase Plan (the ESPP) will no longer represent an option or other right to acquire EB common stock and will instead represent the right to receive, upon the next offering termination date (as defined in the ESPP), the EB merger consideration. EB terminated the ESPP as of June 30, 2005. This termination will not affect any options to purchase shares of EB common stock that were issued prior to the date of the merger agreement and for which shares of EB common stock will be issued on June 30, 2005.

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      Prior to the closing, Holdco shall adopt a rights agreement substantially similar to the rights agreement currently adopted by GameStop.
      The mergers will be completed when we file certificates of merger with the Secretary of State for the State of Delaware. However, we may agree to a later time for completion of the mergers and specify that time in the certificates of merger. In any case, both mergers will become effective at the same time. We expect to file the certificates of merger as soon as practicable after the satisfaction or waiver of the closing conditions in the merger agreement, which are described below.
      Conditions to GameStop’s and EB’s Obligations to Complete the Mergers. GameStop and EB may not complete the mergers unless each of the following conditions is satisfied or waived:
  •  the merger agreement has been adopted by the affirmative vote of the holders of a majority of the outstanding shares of EB common stock;
 
  •  the merger agreement and the transactions contemplated thereby, including the GameStop merger and 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 such plan has been adopted by 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;
 
  •  no restraining order or injunction prohibiting completion of the mergers is in effect and completion of the mergers is not illegal under any applicable law;
 
  •  the registration statement covering the Holdco shares to be issued in the mergers has been declared effective by the SEC and is not subject to any stop order or proceedings seeking a stop order;
 
  •  all regulatory approvals necessary for the completion of the mergers have been obtained under the HSR Act and all other applicable competition laws;
 
  •  the shares of Holdco common stock to be issued in the mergers have been authorized for listing on the NYSE; and
 
  •  Bryan Cave LLP or another law firm selected by GameStop shall have delivered to Barnes & Noble a tax opinion as required by the Separation Agreement between GameStop and Barnes & Noble.
      GameStop and EB’s respective obligations to complete the mergers are also subject to the satisfaction or waiver of each of the following additional conditions:
  •  truth and correctness of the representations and warranties of the other party, generally subject to any exceptions that do not have, and would not reasonably be expected to have, a material adverse effect on the other party or, with respect to EB’s obligation to complete the mergers, on GameStop or Holdco after the mergers;
 
  •  the other party’s performance in all material respects of all obligations that are required by the merger agreement to be performed on or prior to the closing date;
 
  •  each party shall have received from the other party customary officer’s certificates;
 
  •  Holdco shall have received an executed non-competition agreement from James J. Kim;
 
  •  there shall not have occurred any change in the financial condition, business or operations of the other party or its subsidiaries, taken as a whole, that would have or would reasonably be likely to have a material adverse effect on such party; and
 
  •  each of GameStop’s and EB’s receipt of an opinion from its counsel to the effect that the exchange of EB common stock and GameStop common stock for Holdco common stock pursuant to the

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  mergers, taken together, will be treated for federal income tax purposes as a transaction described in Section 351 and/or Section 368 of the Code.
      For purposes of the merger agreement, the term “material adverse effect” means, with respect to either of GameStop or EB, a material adverse effect on the business, financial condition or results of operations of that company and its subsidiaries taken as a whole. However, any change or event relating to the following will not be deemed to have a material adverse effect:
  •  the economy or financial markets in general, except for such changes or events that disproportionately affect one party relative to the other participants in the industries in which such party operates;
 
  •  product shortages and delays in product introductions consistent with those that occurred in 2004, except for such changes or events that disproportionately affect one party relative to the other participants in the industries in which such party operates;
 
  •  negotiation and entry into the merger agreement, the announcement of the merger agreement or the undertaking of the obligations contemplated by the merger agreement or necessary to consummate the transactions contemplated by the merger agreement (including adverse effects on results of operations attributable to the uncertainties associated with the period between the date hereof and the closing date);
 
  •  fluctuation in the party’s stock price;
 
  •  the effect of incurring and paying expenses in connection with negotiating, entering into, performing and consummating the transactions contemplated by the merger agreement; and
 
  •  changes in GAAP after the date of the merger agreement.
      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.
      Reasonable Best Efforts to Obtain Required Stockholder Vote. GameStop and EB have each agreed to take all lawful action to call, give notice of, convene and hold a meeting of their respective stockholders as promptly as practicable for the purpose of obtaining the required stockholder vote to adopt the merger agreement. In addition, they have agreed that they will use their reasonable best efforts to obtain from their respective stockholders the required stockholder vote in favor of adoption of the merger agreement. Nothing in the merger agreement is intended to relieve the parties of their respective obligation to submit the merger agreement to their respective stockholders for a vote on its adoption.
      No Solicitations by EB of Alternative Transactions. The merger agreement contains detailed provisions prohibiting EB from seeking an alternative transaction to the mergers. EB has agreed, and agreed to cause its officers, directors, employees, financial advisors, attorneys, accountants and other advisors, investment bankers, representatives and agents, to cease all existing activities with any parties with respect to or that could reasonably be expected to lead to a “company takeover proposal.” A company takeover proposal means any bona fide written proposal or offer from any person relating to any:
  •  direct or indirect acquisition or purchase of a business that constitutes 50% or more of the net revenues, net income or the assets of EB and its subsidiaries, taken as a whole;
 
  •  direct or indirect acquisition or purchase of 50% or more of the combined voting power of EB;
 
  •  any tender offer or exchange offer that if consummated would result in any person beneficially owning 50% or more of the combined voting power of EB; or
 
  •  any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving EB, other than the transactions contemplated by the merger agreement.

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      In addition, EB has agreed that it will not, and will not permit its officers, directors, employees, financial advisors, attorneys, accountants and other advisors, investment bankers, representatives and agents to, directly or indirectly:
  •  solicit, initiate or knowingly encourage or facilitate the making of a company takeover proposal;
 
  •  approve or recommend, or propose to approve or recommend, or enter into any agreement, arrangement or understanding with respect to any company takeover proposal; or
 
  •  other than informing persons of the existence of the non-solicitation provision, participate in any discussions or negotiations regarding, or furnish or disclose to any person (other than to each other) any non-public information with respect to EB in connection with any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any company takeover proposal.
      Notwithstanding the foregoing, EB may, at any time prior to obtaining EB stockholder approval, in response to an unsolicited company takeover proposal that the board of directors of EB determines in good faith (after consultation with its outside counsel and a financial advisor of nationally recognized reputation) may reasonably be expected to constitute or constitutes a “company superior proposal” (as defined below), and which company takeover proposal was made after the date of the merger agreement and did not otherwise result from a breach of EB’s non-solicitation obligations:
  •  furnish information with respect to EB to the person making the company takeover proposal (and its representatives) pursuant to a customary confidentiality agreement not less restrictive of the person than the existing confidentiality agreement between GameStop and EB, provided that all the information is, in substance, simultaneously provided to each other; and
 
  •  participate in discussions or negotiations with the person making the company takeover proposal (and its representatives) regarding the company takeover proposal.
      “Company superior proposal” means a company takeover proposal from any person that the EB board of directors determines in its good faith judgment (after consulting with a nationally recognized investment banking firm and outside counsel), taking into account all legal, financial and regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation):
  •  would be more favorable from a financial point of view to the stockholders of EB than the transactions contemplated by the merger agreement (including any adjustment to the terms and conditions proposed by GameStop in response to such company takeover proposal);
 
  •  for which financing, to the extent required, is then committed or may reasonably be expected to be committed; and
 
  •  is reasonably likely to receive all required governmental approvals.
      If, prior to EB stockholder approval, the EB board of directors determines in good faith, after consulting with outside counsel, that the failure to make a company adverse recommendation change (as defined below) would be inconsistent with the fulfillment of its fiduciary duties or any other obligations under applicable law, then the EB board may make a company adverse recommendation change, only if EB provides written notice to GameStop advising them that the EB board of directors intends to take such action and specifying the reasons therefor, and negotiates in good faith with GameStop for five business days following its receipt of such notice to make such adjustments to the terms and conditions of the merger agreement as would enable EB to proceed with its recommendation of the merger agreement and/or not terminate the merger agreement.
      Furthermore, in the event that prior to obtaining EB stockholder approval, EB’s board of directors receives a company takeover proposal, then EB’s board of directors may (1) make a company adverse recommendation change and/or (2) upon termination of the merger agreement and payment of the termination fee described below, approve and enter into an agreement relating to a company takeover

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proposal that constitutes a superior proposal, if EB’s board of directors determines in good faith, after consultation with outside counsel, that the failure to make a company adverse recommendation change would be inconsistent with its fiduciary duties and other obligations under applicable law to do so and if, in either case, EB provides written notice advising GameStop that the EB board of directors intends to take such action and specifying the reasons therefor, and negotiates in good faith with GameStop for five business days following its receipt of such notice to make such adjustments to the terms and conditions of the merger agreement as would enable EB to proceed with its recommendation of the merger agreement and/or not terminate the merger agreement.
      A “company adverse recommendation change” is where the board of directors of EB decides to (i) withdraw, or publicly propose to withdraw (or, in either case, modify in a manner adverse to the other party) the approval recommendation or declaration of advisability by the EB board of directors of the merger agreement or (ii) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any company takeover proposal other than pursuant to the merger agreement.
      The merger agreement does not prohibit EB from taking and disclosing to its stockholders, in compliance with the rules and regulations of the Exchange Act, a position regarding any unsolicited tender offer for EB common stock or from making any other disclosure to EB stockholders if, in the good faith judgment of the EB board of directors, after consultation with outside counsel, failure to disclose would be inconsistent with the fulfillment of the fiduciary duties or any other obligations of the EB board of directors under applicable law.
      No Solicitations by GameStop of Alternative Transactions. The merger agreement contains detailed provisions prohibiting GameStop from seeking an alternative transaction to the mergers. GameStop has agreed, and agreed to cause its officers, directors, employees, financial advisors, attorneys, accountants and other advisors, investment bankers, representatives and agents, to cease all existing activities with any parties with respect to or that could reasonably be expected to lead to a “GameStop takeover proposal.” A GameStop takeover proposal means any bona fide written proposal or offer from any person relating to any:
  •  direct or indirect acquisition or purchase of a business that constitutes 50% or more of the net revenues, net income or the assets of GameStop and its subsidiaries, taken as a whole;
 
  •  direct or indirect acquisition or purchase of 50% or more of the combined voting power of GameStop;
 
  •  any tender offer or exchange offer that if consummated would result in any person beneficially owning 50% or more of the combined voting power of GameStop; or
 
  •  any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving GameStop, other than the transactions contemplated by the merger agreement.
      In addition, GameStop has agreed that it will not, and will not permit its officers, directors, employees, financial advisors, attorneys, accountants and other advisors, investment bankers, representatives and agents to, directly or indirectly:
  •  solicit, initiate or knowingly encourage or facilitate the making of a GameStop takeover proposal;
 
  •  approve or recommend, or propose to approve or recommend, or enter into any agreement, arrangement or understanding with respect to any GameStop takeover proposal; or
 
  •  other than informing persons of the existence of the non-solicitation provision, participate in any discussions or negotiations regarding, or furnish or disclose to any person (other than to each other) any non-public information with respect to GameStop in connection with any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any GameStop takeover proposal.

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      Notwithstanding the foregoing, GameStop may, at any time prior to obtaining GameStop stockholder approval, in response to an unsolicited GameStop takeover proposal that the board of directors of GameStop determines in good faith (after consultation with its outside counsel and a financial advisor of nationally recognized reputation) may reasonably be expected to constitute or constitutes a “GameStop superior proposal” (as defined below), and which GameStop takeover proposal was made after the date of the merger agreement and did not otherwise result from a breach of GameStop’s non-solicitation obligations:
  •  furnish information with respect to GameStop to the person making the GameStop takeover proposal (and its representatives) pursuant to a customary confidentiality agreement not less restrictive of the person than the existing confidentiality agreement between GameStop and EB, provided that all the information is, in substance, simultaneously provided to each other; and
 
  •  participate in discussions or negotiations with the person making the GameStop takeover proposal (and its representatives) regarding the GameStop takeover proposal.
      “GameStop superior proposal” means a GameStop takeover proposal from any person that the GameStop board of directors determines in its good faith judgment (after consulting with a nationally recognized investment banking firm and outside counsel), taking into account all legal, financial and regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation):
  •  would be more favorable from a financial point of view to the GameStop stockholders than the transactions contemplated by the merger agreement (including any adjustment to the terms and conditions proposed by EB in response to such GameStop takeover proposal);
 
  •  for which financing, to the extent required, is then committed or may reasonably be expected to be committed; and
 
  •  is reasonably likely to receive all required governmental approvals.
      If, prior to GameStop stockholder approval, the GameStop board of directors determines in good faith, after consulting with outside counsel, in the exercise of its fiduciary duties and any other obligations under applicable law that it should make a GameStop adverse recommendation change (as defined below), then the GameStop board may make a GameStop adverse recommendation change, only if, GameStop provides written notice to EB advising them that the GameStop board of directors intends to take such action and specifying the reasons therefor, and negotiates in good faith with EB for five business days following its receipt of such notice to make such adjustments to the terms and conditions of the merger agreement as would enable GameStop to proceed with its recommendation of the merger agreement and/or not terminate the merger agreement.
      Furthermore, in the event that prior to obtaining GameStop stockholder approval, the GameStop board of directors receives a GameStop takeover proposal, then GameStop’s board of directors may (1) make a GameStop adverse recommendation change and/or (2) upon termination of the merger agreement and payment of the termination fee described below, approve and enter into an agreement relating to a GameStop takeover proposal that constitutes a GameStop superior proposal, if the GameStop board of directors determines in good faith, after consultation with outside counsel, that it should make a GameStop adverse recommendation change and if, in either case, GameStop provides written notice advising EB that the GameStop board of directors intends to take such action and specifying the reasons therefor, and negotiates in good faith with EB for five business days following its receipt of such notice to make such adjustments to the terms and conditions of the merger agreement as would enable GameStop to proceed with its recommendation of this merger agreement and/or not terminate the merger agreement.
      A “GameStop adverse recommendation change” is where the board of directors of GameStop decides to (i) withdraw, or publicly propose to withdraw (or, in either case, modify in a manner adverse to the other party) the approval recommendation or declaration of advisability by the GameStop board of directors of the merger agreement or (ii) recommend, adopt or approve, or propose publicly to

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recommend, adopt or approve, any GameStop takeover proposal other than pursuant to the merger agreement.
      The merger agreement does not prohibit GameStop from taking and disclosing to its stockholders, in compliance with the rules and regulations of the Exchange Act, a position regarding any unsolicited tender offer for GameStop common stock or from making any other disclosure to GameStop stockholders if, in the good faith judgment of the GameStop board of directors, after consultation with outside counsel, failure to disclose would be inconsistent with the fulfillment of the fiduciary duties or any other obligations of the GameStop board of directors under applicable law.
      Termination. The merger agreement may be terminated in the following circumstances:
  •  by mutual consent;
 
  •  by either party, if the mergers have not been completed by October 31, 2005, provided that if the only condition to closing that has not been satisfied or waived is that (i) there is an order or injunction of a governmental entity that prohibits the mergers or (ii) the parties have yet to receive antitrust approval, then such date will be extended to December 31, 2005 or January 31, 2006 (under certain additional circumstances);
 
  •  by either party, if the mergers are not approved by EB’s stockholders or GameStop’s stockholders;
 
  •  by either party, if any governmental entity issues an order or injunction permanently prohibiting the mergers;
 
  •  by GameStop, if EB has breached or failed to perform its obligations under the merger agreement;
 
  •  by GameStop, if the EB board of directors makes a company adverse recommendation change;
 
  •  by GameStop, if prior to the receipt of the approval of the GameStop stockholders, GameStop receives a GameStop superior proposal and the GameStop board of directors makes a GameStop adverse recommendation change;
 
  •  by EB, if GameStop or Holdco has breached or failed to perform its obligations under the merger agreement;
 
  •  by EB, if the GameStop board of directors makes a GameStop adverse recommendation change; or
 
  •  by EB, if prior to the receipt of the approval of EB’s stockholders, EB receives a company superior proposal and the EB board of directors makes a company adverse recommendation change.
      Termination Fees. A termination fee is payable by EB:
  •  if GameStop terminates the merger agreement after EB’s board of directors makes a company adverse recommendation change, provided that such company adverse recommendation change was not solely due to a material adverse effect on GameStop;
 
  •  if EB terminates the merger agreement after EB receives a company superior proposal and the EB board of directors makes a company adverse recommendation change;
 
  •  if the merger agreement is terminated by GameStop or EB as a result of the conditions to the parties’ obligations not being satisfied by October 31, 2005 or because the EB stockholders have not approved the merger agreement (and GameStop is not in breach of the merger agreement) and EB consummates within twelve months of termination a company takeover proposal that was publicly announced at the time of termination and not withdrawn; or
 
  •  if the merger agreement is terminated by GameStop because EB has breached or failed to perform its obligations under the merger agreement and EB consummates within twelve months of termination a company takeover proposal that was publicly announced at the time of termination and not withdrawn.

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      A termination fee is payable by GameStop:
  •  if EB terminates the merger agreement after GameStop’s board of directors makes a GameStop adverse recommendation change, provided that such GameStop adverse recommendation change was not solely due to a material adverse effect on EB;
 
  •  if GameStop terminates the merger agreement after GameStop receives a GameStop superior proposal and the GameStop board of directors makes a GameStop adverse recommendation change;
 
  •  if the merger agreement is terminated by GameStop or EB as a result of the conditions to the parties’ obligations not being satisfied by October 31, 2005 or because the GameStop stockholders have not approved the merger agreement (and EB is not in breach of the merger agreement) and GameStop consummates within twelve months of termination a GameStop takeover proposal that was publicly announced at the time of termination and not withdrawn; or
 
  •  if the merger agreement is terminated by EB because GameStop has breached or failed to perform its obligations under the merger agreement and GameStop consummates within twelve months of termination a GameStop takeover proposal that was publicly announced at the time of termination and not withdrawn.
      The termination fee payable by both parties is $40,000,000.
      Conduct of Business Pending the Mergers. Under the merger agreement, each of us has agreed that, during the period before completion of the mergers, except as expressly contemplated or permitted by the merger agreement, or to the extent that the other party consents in writing, which consent will not be unreasonably withheld, conditioned or delayed, we will carry on our respective businesses in the ordinary course and will use reasonable best efforts to carry on business in the ordinary course and preserve the business organization intact and maintain existing relations with customers, suppliers, vendors, employees, creditors and business partners.
      In addition to the above agreements regarding the conduct of business generally, each of us has agreed with respect to ourselves and our subsidiaries to various additional specific restrictions relating to the conduct of our businesses, including the following (in each case subject to exceptions specified in the merger agreement):
  •  issue, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class of the party or its subsidiaries, other than issuances pursuant to the exercise of stock options outstanding on the date hereof or pursuant to any employee stock purchase plans;
 
  •  directly or indirectly, split, combine or reclassify the outstanding shares of capital stock of the party, or any outstanding capital stock of any of the subsidiaries of the party, or redeem, purchase or otherwise acquire directly or indirectly any of its capital stock;
 
  •  declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock;
 
  •  amend its certificate of incorporation or bylaws (or other comparable organizational documents);
 
  •  sell, lease, license, mortgage or otherwise encumber or subject to any lien (other than permitted liens) or otherwise dispose of any of its material properties or material assets;
 
  •  incur any long-term indebtedness or short-term indebtedness other than indebtedness incurred in the ordinary course of business or under lines of credit existing on the date of the merger agreement;
 
  •  other than in the ordinary course of business and consistent with past practice, (A) grant any increase in the compensation or benefits payable to any current or former director, officer, employee

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  or consultant of the party or any of its subsidiaries, (B) adopt, enter into, amend or otherwise increase, reprice or accelerate the payment or vesting of the amounts payable under any benefit plan, (C) enter into or amend any employment, bonus, severance, change in control, retention agreement or any similar agreement or any collective bargaining agreement or, grant any severance, bonus, termination, or retention pay to any officer, director, consultant or employee of the party or any of its subsidiaries, or (D) pay or award any pension, retirement, allowance or other non-equity incentive awards, or other employee or director benefit not required by any outstanding benefit plan;
 
  •  enter into any transaction, agreement, arrangement or understanding between (A) the party or any of its subsidiaries, on the one hand, and (B) any affiliate of the party (other than any subsidiary of the party), on the other hand;
 
  •  take any action to cause the common stock of the party to cease to be listed on the NYSE or NASDAQ National Market, as applicable;
 
  •  take any action that would make any representation or warranty contained in the merger agreement inaccurate in any respect;
 
  •  change the accounting methods or principles used by it unless required by GAAP (or, if applicable with respect to foreign subsidiaries, the relevant foreign generally accepted accounting principles) or any governmental entity;
 
  •  acquire by merging or consolidating with, by purchasing any equity interest in or any assets of, or by any other manner, any significant business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets, in each case for a total purchase price in excess of $35,000,000, except for the purchase of assets from suppliers or vendors in the ordinary course of business;
 
  •  except in the ordinary course of business, make or rescind any material express or deemed election, or settle or compromise any material claim or action, relating to taxes, or change any of its methods of accounting or of reporting income or deductions for tax purposes in any material respect;
 
  •  satisfy any material claims or liabilities, other than in the ordinary course of business or in accordance with their terms;
 
  •  make any loans, advances or capital contributions to, or investments in, any other person in excess of $5,000,000 in the aggregate, except for (A) loans, advances, capital contributions or investments between any subsidiary of the party and the party or another subsidiary of the party or (B) employee advances for expenses in the ordinary course of business;
 
  •  other than in the ordinary course of business, (A) terminate or adversely modify or amend any contract having a duration of more than one year and total payment obligations of the party in excess of $5,000,000 (other than (1) contracts terminable within one year or (2) the renewal, on substantially similar terms, of any contract existing on the date of the merger agreement), (B) waive, release, relinquish or assign any right or claim of material value to the party, or (C) cancel or forgive any material indebtedness owed to the party or any of its subsidiaries; or
 
  •  authorize, commit or agree to take any of the foregoing actions.
      Holdco, Cowboy Subsidiary LLC and Eagle Subsidiary LLC shall not engage in any activities other than those set forth in the merger agreement.
      Governance. In the merger agreement, we agreed to adopt amendments to the certificate of incorporation and bylaws of EB and the certificate of incorporation and bylaws of GameStop so that the certificates of incorporation and bylaws of GameStop and EB after the mergers will be in forms more typical for wholly-owned subsidiaries. As a result of the mergers, stockholders of GameStop and stockholders of EB will become stockholders of Holdco. More information about the amended and restated certificate of incorporation and amended and restated bylaws of Holdco which will be in effect

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immediately after the mergers are completed can be found in the section “Comparison of Stockholder Rights” beginning on page 143.
      On or prior to the effectiveness of the mergers, Holdco’s board of directors will cause the full board membership to be set at nine, and will cause the persons indicated in the section entitled “— Holdco Board of Directors and Management after the Mergers” beginning on page 70 of this joint proxy statement-prospectus to be appointed to the Holdco board of directors as of the mergers.
      On or prior to the effectiveness of the mergers, we will cause the persons indicated in the section entitled “— Holdco Board of Directors and Management after the Mergers” beginning on page 70 to be elected or appointed to the offices of Holdco, GameStop and EB after the mergers specified in such section.
      Additional Agreements. We have each agreed to use our reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to complete and make effective the mergers and the other transactions contemplated by the merger agreement, as promptly as practicable, but in no event later than the outside date of October 31, 2005, unless such date is extended up to and including December 31, 2005 (or January 31, 2006 if GameStop’s lenders agree to extend the terms of the financing commitment letters) in circumstances described above, in “— The Merger Agreement — Termination” beginning on page 88. This includes:
  •  obtaining all necessary actions or nonactions, waivers, consents and approvals from governmental entities and making all necessary registrations and filings and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity;
 
  •  execution and delivery of any additional instruments necessary to consummate the transactions contemplated by the merger agreement;
 
  •  obtaining all necessary consents, approvals or waivers from third parties;
 
  •  avoidance or the negotiated settlement of each and every impediment under antitrust and competition laws that may be asserted by any governmental entity; and
 
  •  in the event each and every impediment described above can not be avoided, then the defense of lawsuits challenging the mergers.
      Neither party is required to defend any lawsuits if in good faith it does not wish to participate, but it is required to participate so long as the non-objecting party pays all expenses. Neither party is required to agree to a remedy that would reasonably be expected to have a material adverse effect on such party.
      The merger agreement also contains covenants relating to cooperation in the preparation of this joint proxy statement-prospectus and additional agreements relating to, among other things, consultation regarding transition matters, access to information, notices of specified matters, public announcements, tax opinions, required amendment to the GameStop rights agreement and letters from each party’s accountants.
      Benefits Matters. We have agreed that our respective retirement and other employee benefit plans will remain in effect after completion of the mergers with respect to employees covered by those plans, until such time as Holdco shall determine, subject to the terms of such plans. We have also agreed to negotiate in good faith to formulate benefit plans for Holdco after the effective time of the mergers on a basis that does not discriminate between employees who were covered by the benefit plans of GameStop and employees who were covered by the benefit plans of EB.
      Holdco will adopt a resolution providing that the receipt by certain GameStop and EB officers and directors of shares of Holdco common stock to be issued in connection with the mergers and subject to Section 16(b) of the Exchange Act are intended to be exempt from liability pursuant to Section 16(b).

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      Amendment, Extension and Waiver. We may amend the merger agreement by action taken or authorized by our respective boards of directors, at any time before or after adoption of the merger agreement by the stockholders of GameStop or EB. After adoption of the merger agreement by the stockholders of GameStop or EB, no amendment may be made which by law requires further approval by those stockholders, unless we obtain that further approval. All amendments to the merger agreement must be in writing signed by all of the parties thereto.
      At any time before the completion of the mergers, we may, by written action taken or authorized by our respective boards of directors, to the extent legally allowed:
  •  extend the time for the performance of any of the obligations or other acts provided for in the merger agreement;
 
  •  waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document delivered pursuant to the merger agreement; and
 
  •  waive compliance with any of the agreements or conditions contained in the merger agreement.
      Fees and Expenses. Whether or not the mergers are completed, all costs and expenses incurred in connection with the merger agreement and the mergers will be paid by the party incurring the expense, except that:
  •  any filing fees required to be paid by GameStop or EB under the HSR Act or similar foreign laws shall be shared equally by GameStop and EB; and
 
  •  all expenses and fees incurred in connection with the filing, printing and mailing of this joint proxy statement-prospectus and the registration statement of which it is a part will be shared equally by GameStop and EB.
      Representations and Warranties. The merger agreement contains customary and substantially reciprocal representations and warranties by each of us relating to, among other things:
  •  corporate organization and similar corporate matters;
 
  •  subsidiaries;
 
  •  capital structure;
 
  •  authorization of the merger agreement and absence of conflicts;
 
  •  no consents or approvals required except GameStop and EB stockholder approvals, SEC approval, the filing of the joint proxy statement-prospectus, Exchange Act reports, certificates of merger and antitrust filings;
 
  •  documents filed with the SEC, financial statements included in those documents, regulatory reports filed with governmental entities and absence of material undisclosed liabilities;
 
  •  information supplied in connection with this joint proxy statement-prospectus and the registration statement of which it is a part;
 
  •  absence of certain changes or events;
 
  •  compliance with applicable laws and reporting requirements;
 
  •  taxes;
 
  •  transactions with affiliates;
 
  •  the GameStop and EB stockholder votes required to adopt the merger agreement;
 
  •  board approval and applicable state takeover laws;
 
  •  brokers and finders;

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  •  opinions of financial advisors; and
 
  •  no negotiations.
      In addition, EB made representations and warranties regarding the following:
  •  employee benefits;
 
  •  material agreements;
 
  •  ownership of properties;
 
  •  intellectual property; and
 
  •  environmental matters.
      In addition, GameStop made representations and warranties regarding the following:
  •  financing;
 
  •  business of Holdco, Cowboy Subsidiary LLC and Eagle Subsidiary LLC; and
 
  •  separation agreement with Barnes & Noble.
The Kim Group Voting Agreement
      This section of the joint proxy statement-prospectus describes the material terms of the Kim Group voting agreement. The following summary is qualified in its entirety by reference to the complete text of the Kim Group voting agreement, which is incorporated by reference and attached as Annex C to this joint proxy statement-prospectus. We urge you to read the full text of the Kim Group voting agreement.
      In the Kim Group voting agreement, subject to certain limited exceptions, the Kim Group agreed to vote their shares of EB common stock in favor of the adoption of the merger agreement at the EB stockholders meeting. In addition, the Kim Group has agreed to vote against any proposal (i) in opposition to adoption of the merger agreement or in competition or inconsistent with the EB merger (as defined in the merger agreement) or any transaction contemplated by the merger agreement, (ii) any Company takeover proposal (as defined in the merger agreement), (iii) any change in the management or board of directors of EB (other than as contemplated by the merger agreement) and (iv) any action or agreement that would result in a breach of any representation, warranty, covenant or agreement or any other obligation of EB under the merger agreement or of the Kim Group under the voting agreement. The requirement of the Kim Group to vote their shares of EB common stock as described above is subject to limitations if the EB board of directors changes its recommendation with respect to the adoption of the merger agreement, in which case only a number of shares equal to one-third of the outstanding shares of EB common stock would be required to be so voted, with the remaining shares owned by the Kim Group being required to be voted in a manner that is proportionate to the manner in which all holders of EB common stock (other than the Kim Group) vote in respect of such matter.
      The Kim Group has also agreed that they will not, directly or indirectly, sell, transfer, assign, pledge, encumber or otherwise dispose of any of the EB common stock, or any interest therein, or any other securities convertible into or exchangeable for EB common stock (including derivative securities), or any voting rights with respect thereto or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy) other than (a) pursuant to the mergers, (b) encumbrances imposed by margin accounts maintained by each stockholder or pledges to investment banks or third party lenders and any other transfers resulting therefrom, (c) transfers to family members of any stockholder, (d) transfers by operation of law, by will or pursuant to the laws of descent or distribution, or (e) with the prior written consent of GameStop.
      The voting agreement may be terminated at any time after the earlier of (a) the termination of the merger agreement in accordance with its terms or (b) the day following the effective time (as defined in the merger agreement).

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      As of July 5, 2005, the EB record date, these stockholders beneficially owned approximately 11.6 million shares of EB common stock, which represent the power to vote approximately 45.6% of the outstanding shares of EB common stock at the EB annual meeting.
The Riggio Group Voting Agreement
      This section of the joint proxy statement-prospectus describes the material terms of the Riggio Group voting agreement. The following summary is qualified in its entirety by reference to the complete text of the Riggio Group voting agreement, which is incorporated by reference and attached as Annex F to this joint proxy statement-prospectus. We urge you to read the full text of the Riggio Group voting agreement.
      Pursuant to a voting agreement with the Riggio Group, these stockholders have agreed to vote their shares of GameStop Class A common stock and GameStop Class B common stock in favor of the adoption of the merger agreement. In addition, the Riggio Group has agreed to vote against any proposal (i) in opposition to adoption of the merger agreement or in competition or inconsistent with the GameStop merger or any transaction contemplated by the merger agreement, (ii) any GameStop takeover proposal (as defined in the merger agreement), (iii) any change in the management or board of directors of GameStop (other than as contemplated by the merger agreement) and (iv) any action or agreement that would result in a breach of any representation, warranty, covenant or agreement or any other obligation of GameStop under the merger agreement or of such stockholder under the voting agreement. The Riggio Group has also agreed that they will not directly or indirectly, sell, transfer, assign, pledge, encumber or otherwise dispose of any of the GameStop common stock, or any interest therein, or any other securities convertible into or exchangeable for GameStop common stock (including derivative securities), or any voting rights with respect thereto or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy) other than (a) pursuant to the mergers, (b) encumbrances imposed by margin accounts maintained by each stockholder or pledges to investment banks or third party lenders and any other transfers resulting therefrom, (c) transfers to family members of any stockholder, (d) transfers by operation of law, by will or pursuant to the laws of descent or distribution, or (e) with the prior written consent of EB.
      The voting agreement will terminate after the earlier of (a) the termination of the merger agreement in accordance with its terms or (b) the day following the effective time (as defined in the merger agreement).
      As of July 5, 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 Registration Rights Agreement
      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 file with the SEC a registration statement registering the shares of Holdco Class A common stock held by the Kim Group (the registrable securities) as promptly as practicable after the closing of the mergers and Holdco shall use its reasonable best efforts to have such registration statement declared effective within 90 days of the effective time of the mergers.
      If Holdco seeks to register, in a proposed offering for cash, any Holdco common stock or other equity securities while the registration rights agreement is in effect, the Kim Group has the right to request that Holdco include any or all of their registrable securities in the proposed offering. Holdco must provide written notice to each member of the Kim Group at least 20 business days prior to the proposed date of filing of the registration statement. A member of the Kim Group, in a written request given to Holdco at

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least ten days prior to the proposed filing, may include its registrable securities in such registration statement, subject to constraints of marketability of the proposed offering, as determined by the managing underwriter. In the event marketing constraints prevent the registration of all registrable securities requested to be registered, after all shares of Holdco common stock to be registered by Holdco are included, such registrable securities shall be registered, to the extent marketable, on a pro rata basis relative to the respective members of the Kim Group’s holding of registrable securities.
      The Kim Group will pay all underwriting discounts, commissions and transfer taxes related to the registrable securities offered for sale by the Kim Group as well as the fees and disbursements of its counsel. All other fees and expenses in connection with the registration of registrable securities will be borne by Holdco. Holdco agrees to indemnify the Kim Group and the prospective underwriters of registrations of registrable securities for liabilities arising out of violations by Holdco of applicable laws relating to the registration statement and for material misstatements and omissions, not provided by the Kim Group, included in the registration statement. Likewise, each member of the Kim Group agrees to indemnify Holdco, all other members of the Kim Group or any underwriter for liabilities arising out of violations of applicable laws relating to its offer and sale of registrable securities and for material misstatements and omissions made in the registration statement in reliance on information provided to Holdco by such member of the Kim Group. Contribution will also be available to any of the above parties in relation to relative fault, to the extent that indemnification from an indemnifying party to an indemnified party is unavailable.
The Non-Competition Agreement
      In connection with the consummation of the mergers and as a condition to the closing of the mergers, Mr. James J. Kim will enter into a non-compete agreement with Holdco whereby Mr. Kim (either individually or as a member of any group) agrees not to compete with Holdco for a period of three years after the effective date. Except as otherwise provided in the non-competition agreement, Mr. Kim agrees not to: (i) acquire any ownership interest in, (ii) provide services to, (iii) assist or participate in the organization, promotion or founding of, (iv) except as contemplated by the merger agreement, serve on the board of directors or advisory board of, (v) act as a consultant to, or (vi) serve as an officer, employee, representative or agent of, or otherwise participate in any capacity in the management or operations of, any competitive business (as defined in the non-competition agreement). The territories where Mr. Kim agrees not to compete with Holdco are: the United States (including, without limitation, Puerto Rico and Guam), Australia, Canada, Denmark, Germany, Italy, New Zealand, Norway, Sweden, United Kingdom, Ireland, France and Spain.
      In addition, the agreement also provides that, for a period of two years after the effective date, Mr. Kim will not interfere with customers or suppliers of EB or Holdco or any of its affiliates, or solicit employees or consultants of Holdco or its affiliates.
Amendment to GameStop’s Certificate of Incorporation
      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 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 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.

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Amendment to GameStop Amended and Restated 2001 Incentive Plan
      In connection with the mergers, there will be an amendment to the Amended and Restated 2001 Incentive Plan to provide that all outstanding unexercised stock options under the plan, and any future stock or stock option awards granted under the plan, will be in Holdco Class A common stock instead of GameStop Class A common stock. We are seeking 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 the majority of outstanding shares of GameStop Class A common stock and GameStop Class B common stock, voting together as a single class, to ensure continued deductibility of the related compensation expense under Section 162(m) of the Code.
Financing
      The following summary is qualified in its entirety by reference to the complete text of the commitment letters referred to therein, which are filed as Exhibits 10.4 and 10.5 to the Registration Statement on Form S-4 of which this joint proxy statement-prospectus is a part. The following summary may not contain all of the information about the commitment letters that is important to you. We urge you to read the full text of the commitment letters carefully and in their entirety.
      Holdco intends to finance the cash portion of the merger consideration and to pay fees, expenses and transaction costs for the mergers through a senior debt financing of approximately $950 million and excess cash.
      Holdco expects the senior debt financing to consist of the issuance of senior notes and senior floating rate notes. The terms of any such notes have not yet been determined but are expected to be standard market terms comparable to similar offerings being made at the time. Holdco also has received commitments from affiliates of Citigroup, Bank of America and Merrill Lynch for a $950 million senior unsecured bridge loan facility (the bridge loan facility) to be utilized if necessary for temporary financing that would be expected to be replaced with the senior notes, senior floating rate notes and/or convertible notes.
      The maturity date of the bridge loan facility would be the first anniversary of the closing date for the mergers (subject to extension as provided in the commitment letter for such facility). Prior to such first anniversary, loans under the bridge loan facility would bear interest at a rate per annum equal to, at Holdco’s election, either (i) the three-month reserve-adjusted the London Interbank Offered Rate (or LIBOR) plus a spread initially of 500 basis points (such spread being subject to quarterly increases by 50 basis points if the loans are not yet repaid) or (ii) an alternative base rate (as defined in the commitment letter) rate plus a spread initially of 400 basis points (such spread being subject to quarterly increases by 50 basis points if the loans are not yet repaid). Notwithstanding the foregoing, the interest rate in effect prior to the first anniversary of the closing date would not exceed 12.0% per annum or be less than 8.25% per annum.
      Holdco also has received commitments from affiliates of Bank of America, Merrill Lynch and Citigroup for a $400 million senior secured revolving credit facility (the revolving credit facility) that Holdco expects to enter into upon the closing of the mergers. The commitment letter for the revolving credit facility provides that such facility will have a five-year term and will be available for refinancing of indebtedness, to pay transaction costs in connection with the mergers and for other general corporate purposes, including letters of credit, working capital, capital expenditures, permitted dividends, permitted share repurchases and permitted acquisitions. The revolving credit facility will be guaranteed by all of Holdco’s wholly owned U.S. subsidiaries and secured by substantially all of its assets and those of the guarantors. Borrowings under the revolving credit facility will be limited by a borrowing base calculated based on specified percentages of the value of eligible inventory and eligible credit card receivables, subject to certain reserves.
      Interest on the outstanding balances under the revolving credit facility will be payable, at the borrower’s option, at an alternate base rate (as that term is defined in the commitment letter) or at

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LIBOR, in each case plus an applicable margin ranging from 0% to 1.75% depending on the ratio of total indebtedness to EBITDA and whether the borrowing is an alternate base rate or LIBOR borrowing.
      Conditions to the financing commitments for the bridge loan facility and the revolving credit facility include, among other things:
  •  execution of definitive documentation for the respective financings on terms satisfactory to the financing sources;
 
  •  the absence of any change, effect, event, occurrence or state of facts that is materially adverse to the business, financial condition, or results of operations of EB, subject to certain exceptions; and
 
  •  other customary conditions, including obtaining requisite material consents and approvals.
      The obligations of the financing sources under the commitment letters extend through October 31, 2005. This date is automatically extended to December 31, 2005 if the outside date for the completion of the mergers is extended to December 31, 2005 under the merger agreement.
      Definitive agreements for the financings have not been finalized and, accordingly, the form and terms of the financings may change.
INFORMATION ABOUT GAMESTOP
      GameStop Corp. 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 2,000 stores in the United States, Puerto Rico, Guam, Ireland and the United Kingdom. GameStop operates most of its stores under the GameStop name. In addition, GameStop operates a website at www.gamestop.com and publishes Game Informer, the industry’s largest circulation multi-platform video game magazine, with over 2,000,000 subscribers.
      Of GameStop’s approximately 2,000 stores, approximately 75% are located in strip centers and approximately 25% are located in shopping malls and other locations. GameStop’s strip center stores, which average approximately 1,600 square feet, carry a balanced mix of new and used video game hardware, video game software and accessories, which are referred to as video game products, and PC entertainment software. GameStop’s mall stores, which average approximately 1,200 square feet, carry primarily new video game products and PC entertainment software, as well as used video game products. GameStop’s used video game products provide an attractive value proposition to its customers, and its purchasing of used video game products provides its customers with an opportunity to trade in their used video game products for store credits and apply those credits towards other merchandise, which, in turn, increases sales.
      GameStop’s corporate office and distribution facilities are housed in a new 420,000 square foot facility in Grapevine, Texas.
      Prior to February 12, 2002, GameStop was a wholly-owned subsidiary of Barnes & Noble. On February 12, 2002, GameStop completed an initial public offering of shares of Class A common stock raising net proceeds of approximately $347.3 million. A portion of those proceeds was used to repay $250.0 million of its $400 million indebtedness to Barnes & Noble, with Barnes & Noble contributing the remaining $150.0 million of indebtedness to GameStop as additional paid-in-capital. Barnes & Noble owned approximately 63% of the outstanding shares of GameStop’s capital stock through its ownership of 100% of GameStop Class B common stock until October 2004. On October 1, 2004, GameStop repurchased approximately 6.1 million shares of its Class B common stock at a price equal to $18.26 per share for aggregate consideration of approximately $111.5 million. On November 12, 2004, Barnes & Noble distributed to its stockholders its remaining 29.9 million shares of GameStop Class B common stock

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in a tax-free dividend. Each of GameStop’s Class A common stock and Class B common stock are traded on the NYSE under the symbols “GME” and “GME.B,” respectively.
      For additional information on GameStop, see “Where You Can Find More Information” on page 161.
Information about the Board of Directors and Executive Officers of GameStop
      The following table sets forth the names and ages of GameStop’s directors, the year they first became a director and the positions they hold with GameStop:
                     
        Director    
Name   Age   Since   Position with GameStop
             
R. Richard Fontaine
    63       2001     Chairman of the Board, Chief Executive Officer and Director
Daniel A. DeMatteo
    57       2002     Vice Chairman, Chief Operating Officer and Director
Michael N. Rosen
    64       2001     Secretary and Director
Leonard Riggio(1)
    64       2001     Director
Stephanie M. Shern(2)
    57       2002     Director
Gerald R. Szczepanski(3)
    57       2002     Director
Edward A. Volkwein(3)
    63       2002     Director
 
(1)  Member of Nominating and Corporate Governance Committee
 
(2)  Member of Audit Committee
 
(3)  Member of Compensation Committee, Audit Committee and Nominating and Corporate Governance Committee
Nominees for Election as Director
      The following individuals are nominees for director at the GameStop annual meeting:
      Daniel A. DeMatteo has been GameStop’s Vice Chairman and Chief Operating Officer since March 2005. Prior to March 2005, Mr. DeMatteo served as President and Chief Operating