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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
GameStop Corp.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
1326380
(CUSIP Number)
Merrill R. Steiner, Esq.
Stradley Ronon Stevens amp; Young LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103
(215) 564-8039
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 2, 2007
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 20 Pages
CUSIP No. 1326380 13D Page 2 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
The Group is comprised of the following persons:
1. James J. Kim
2. Agnes C. Kim
3. David D. Kim, as Trustee
4. John T. Kim, as Trustee
5. Susan Y. Kim, as Trustee
6. David D. Kim Trust of 12/31/87
7. John T. Kim Trust of 12/31/87
8. Susan Y. Kim Trust of 12/31/87
9. EB Nevada Inc.
10. The Electronics Boutique, Inc.
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Not applicable; not organized
Number of 7. Sole Voting Power 0 shares, or 0% of the Class A common
Shares stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,270,300 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 0 shares, or 0% of the Class A common
stock outstanding
10. Shared Dispositive Power 2,238,300 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,270,300
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 1326380 13D Page 3 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
James J. Kim
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of 7. Sole Voting Power 38,400 shares, or less than 0.1% of the
Shares Class A common stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,270,240 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 32,000 shares, or less than 0.1% of
the Class A common stock outstanding
10. Shared Dispositive Power 2,231,900 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,270,240
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 4 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Agnes C. Kim
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of 7. Sole Voting Power 0 shares, or 0% of the Class A common
Shares stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,231,840 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 0 shares, or 0% of the Class A common
stock outstanding
10. Shared Dispositive Power 2,231,840 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,231,840
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 5 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David D. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of 7. Sole Voting Power 0 shares, or 0% of the Class A common
Shares stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,231,766 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 0 shares, or 0% of the Class A common
stock outstanding
10. Shared Dispositive Power 2,231,766 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,231,766
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 6 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
John T. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of 7. Sole Voting Power 0 shares, or 0% of the Class A common
Shares stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,231,766 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 0 shares, or 0% of the Class A common
stock outstanding
10. Shared Dispositive Power 2,231,766 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,231,766
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 7 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Susan Y. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of 7. Sole Voting Power 0 shares, or 0% of the Class A common
Shares stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,231,766 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 0 shares, or 0% of the Class A common
stock outstanding
10. Shared Dispositive Power 2,231,766 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,231,766
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 8 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David D. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of 7. Sole Voting Power 0 shares, or 0% of the Class A common
Shares stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,231,766 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 0 shares, or 0% of the Class A common
stock outstanding
10. Shared Dispositive Power 2,231,766 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,231,766
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 9 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
John T. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of 7. Sole Voting Power 0 shares, or 0% of the Class A common
Shares stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,231,766 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 0 shares, or 0% of the Class A common
stock outstanding
10. Shared Dispositive Power 2,231,766 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,231,766
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 10 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Susan Y. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of 7. Sole Voting Power 0 shares, or 0% of the Class A common
Shares stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,231,766 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 0 shares, or 0% of the Class A common
stock outstanding
10. Shared Dispositive Power 2,231,766 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,231,766
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 11 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
EB Nevada Inc.
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the State of Nevada
Number of 7. Sole Voting Power 0 shares, or 0% of the Class A common
Shares stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,231,746 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 0 shares, or 0% of the Class A common
stock outstanding
10. Shared Dispositive Power 2,231,746 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,231,746
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* CO
CUSIP No. 1326380 13D Page 12 of 20 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
The Electronics Boutique, Inc.
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of 7. Sole Voting Power 0 shares, or 0% of the Class A common
Shares stock outstanding
Beneficially
Owned by 8. Shared Voting Power 2,231,746 shares, or 1.5% of the Class A
Each common stock outstanding
Reporting
Person With 9. Sole Dispositive Power 0 shares, or 0% of the Class A common
stock outstanding
10. Shared Dispositive Power 2,231,746 shares, or 1.5% of the
Class A common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,231,746
shares of Class A common stock outstanding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
13. Percent of Class Represented by Amount in Row (11) 1.5% of the Class A
common stock outstanding
14. Type of Reporting Person* CO
Page 13 of 20
This statement is the second amendment to the statement on Schedule 13D
previously filed by the Reporting Persons (as defined in Item 2 below) on
October 17, 2005. This amendment is filed to report changes in their beneficial
ownership as further described in Item 5 below. The Schedule 13D is hereby
amended and restated to read in its entirety as follows:
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the shares
of Class A common stock, par value $0.001 per share ("Common Stock"), of
GameStop Corp., a Delaware corporation ("Gamestop Corp." or the "Issuer"), with
its principal place of business at 625 Westport Parkway, Grapevine, Texas,
76051.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by a group of persons consisting of
James J. Kim, Agnes C. Kim, David D. Kim, as Trustee, John T. Kim, as Trustee,
Susan Y. Kim, as Trustee (the "Kim Family"), David D. Kim Trust of 12/31/87,
John T. Kim Trust of 12/31/87, Susan Y. Kim Trust of 12/31/87 (the "Kim
Trusts"), EB Nevada Inc., a Nevada corporation, and The Electronics Boutique,
Inc., a Pennsylvania corporation, (the "Kim Companies" and together with the Kim
Family and the Kim Trusts, the "Reporting Persons"). Attached as Schedule I
hereto and incorporated herein by reference is a list containing the (a) name,
(b) citizenship, (c) present principal occupation or employment, and (d) the
name, principal business, and address of any corporation or other organization
in which such employment is conducted, of each director and executive officer of
each of the Kim Companies.
(b) The principal business address for the Kim Family and the Kim Trusts is
1345 Enterprise Drive, West Chester, Pennsylvania, 19380. The principal business
address for EB Nevada Inc. is 2251A Renaissance Drive, Suite 4, Las Vegas,
Nevada, 89119. The principal business address for The Electronics Boutique, Inc.
is 931 South Matlack Street, West Chester, Pennsylvania, 19382.
(c) Attached as Schedule II hereto and incorporated herein by reference is
a list containing (a) the present principal occupation or employment and (b) the
name, principal business, and address of any corporation or other organization
in which such employment is conducted, of each member of the Kim Family. The
principal business of the Kim Trusts is purchasing, holding, and selling
securities and other assets for investment purposes. The principal business of
the EB Nevada Inc. is purchasing, holding, and selling securities of the Issuer
and other companies for investment purposes. The principal business of The
Electronics Boutique, Inc. is purchasing, holding, and selling securities of EB
Nevada Inc. for investment purposes.
(d) None of the Reporting Persons has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of state securities laws or finding any violation with respect to
such laws.
(e) To the knowledge of the Reporting Persons, during the last five years,
none of the directors or officers of the Kim Companies has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) For each Reporting Person, the response to Row 6 on the cover page,
indicating the citizenship or place of organization of such person, is
incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons initially acquired their shares of Common Stock on October
8, 2005 in exchange for shares of common stock of Electronics Boutique Holdings
Corp., as further described in Item 5(b) below. The Issuer completed a 2 for 1
stock split in March 2007.
Item 4. Purpose of Transaction.
EB Nevada Inc. sold 6,000,000 shares of common stock of the issuer on May
2, 2007 in order to engage in other passive investment opportunities. One or
more of the Reporting Person may in the future, respectively, on his own behalf
and/or on behalf of his spouse, or a trust, for passive investment purposes, as
described above, acquire beneficial ownership of shares of Common Stock of the
Issuer, in the open market or otherwise, and may also, depending on then current
circumstances, dispose of all or a portion of the Common Stock beneficially
owned by the Reporting Person in a transaction or multiple transactions. Other
than as described above, none of the Reporting Persons has any present plans or
proposals which relate to or that would result in any of the actions or
transactions described in paragraphs (a) through (j) of Item 4 of the
instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) For each Reporting Person, the response to Rows 11 and 13 on the cover
page, indicating the aggregate number and percentage of shares of Common Stock
beneficially owned by each Reporting Person, is incorporated herein by
reference. The ownership percentages were calculated based on 152,577,362
outstanding shares of Class A Common Stock as of March 23, 2007 as reported in
the Form 10-K of GameStop Corp. for the fiscal year ended February 3, 2007. Each
Reporting Person states that the filing of this Schedule 13D shall not be
construed as an admission that such Reporting Person is, for the purposes of
Section 13(d) or 13(g) of the Securities Act of 1933, as amended, the beneficial
owner of the shares of Common Stock reported as beneficially owned by the other
Reporting Persons in this Schedule 13D.
(b) For each Reporting Person, the response to Row 7 on the cover page,
indicating the number of shares as to which such person has the sole power to
vote or to direct the vote, is incorporated herein by reference.
For each Reporting Person, the response to Row 8 on the cover page,
indicating the aggregate number of shares as to which such person has shared
power to vote or to direct the vote, is incorporated herein by reference.
For each Reporting Person, the response to Row 9 on the cover page,
indicating the number of shares as to which such person has the sole power to
dispose or to direct the disposition, is incorporated herein by reference.
For each Reporting Person, the response to Row 10 on the cover page,
indicating the number of shares as to which such person has the shared power to
dispose or to direct the disposition, is incorporated herein by reference.
As reported in the initial Schedule 13D filed by the Reporting Persons on
October 17, 2005, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") among The Electronics Boutique Holdings Corp. ("EB"), GameStop
Corp., GameStop, Inc., a Minnesota corporation, GSC Holdings Corp., a Delaware
corporation, Cowboy Subsidiary LLC, a Delaware limited liability company, and
Eagle Subsidiary LLC, a Delaware limited liability company, shares of EB were
exchanged on October 8, 2005 at a closing held at the offices of Bryan Cave LLP
(counsel to GameStop Corp.) New York, New York as follows:
James J. Kim and Agnes C. Kim exchanged 60 shares of EB they owned jointly
and severally for 47 shares of GameStop Corp, which they own jointly and
severally
David D. Kim Trust of 12/31/87 exchanged 13 shares of EB for 10 shares of
GameStop Corp. (David D. Kim, is Trustee of this Trust). (1)
Page 14 of 20
John T. Kim Trust of 12/31/87 exchanged 13 shares of EB for 10 shares of
GameStop Corp. (John T. Kim, is Trustee of this Trust).(1)
Susan Y. Kim Trust of 12/31/87 exchanged 13 shares of EB for 10 shares of
GameStop Corp. (Susan Y. Kim, is Trustee of this Trust). (1)
EB Nevada Inc. exchanged 11,569,100 shares of EB for 9,115,873 shares of
GameStop Corp. (The Electronics Boutique, Inc. owns all of the issued and
outstanding shares of capital stock of EB Nevada, Inc.). (1)
- -----------------------
(1) Following the April 10, 2006 sale described above in this Item 5(b), the
Kim Trusts, which are the David D. Kim Trust of December 31, 1987, the John
T. Kim Trust of December 31, 1987 and the Susan Y. Kim Trust of December
31, 1987, with David D. Kim as trustee of the David D. Kim Trust of
December 31, 1987, Susan Y. Kim as trustee of the Susan Y. Kim Trust of
December 31, 1987 and John T. Kim as trustee of the John T. Kim Trust of
December 31, 1987, were deemed to hold indirectly 4,115,873 shares of
Common Stock through The Electronics Boutique, Inc. and EB Nevada Inc. The
trust agreement for each of these trusts authorizes the trustees of the
trusts to vote the shares of common stock held by The Electronics Boutique,
Inc. and EB Nevada Inc, in their discretion, in concert with James Kim's
family. EB Nevada Inc. is a wholly-owned subsidiary of The Electronics
Boutique, Inc., all of the outstanding capital stock of which is owned by
James J. Kim and Agnes C. Kim (the parents of Susan Y. Kim, John T. Kim and
David D. Kim) and the Kim Trusts listed above.
Since the initial Schedule 13D filing described above, (i) on February 10, 2006
James J. Kim was granted 9,600 restricted shares of Common Stock by the Issuer
and (ii) on April 10, 2006 EB Nevada Inc. sold 5,000,000 shares of GameStop
Corp. to Citigroup Global Markets Inc. (the "Underwriter") at $46.60 per share
(before underwriting commissions and other offering expenses) pursuant to the
Underwriting Agreement (as defined below). The February 10, 2006 restricted
share grant was made to Mr. Kim in his capacity as a director pursuant to the
Amended and Restated GameStop Corp. 2001 Incentive Plan (the "Plan"). Of the
restricted shares of Common Stock, James J. Kim received on February 10, 2006,
one-third vest in equal installments on February 10 of each of the years 2007
through 2009.
EB Nevada Inc. sold such 5,000,000 shares pursuant to an Underwriting Agreement,
dated April 10, 2006 (the "Underwriting Agreement"), among the Underwriter, the
Issuer, EB Nevada Inc. and Leonard Riggio (Mr. Riggio together with EB Nevada
Inc., the "Selling Stockholders"). The Underwriting Agreement contains customary
representations, warranties, indemnities and agreements by the Issuer and the
Selling Stockholders. The Issuer, the Selling Stockholders and the Issuer's
executive officers and directors have agreed with the Underwriter not to sell,
dispose of or hedge any shares of the Issuer's Class A common stock or
securities convertible into Class A common stock, subject to specified
exceptions, for 45 days after the date of the Underwriting Agreement. The
description herein of the material terms of the Underwriting Agreement
(including the lock-up agreement attached as Exhibit A to Amendment No. 1 of
this Schedule 13D filed on April 10, 2006, which is incorporated by reference
herein) is qualified in its entirety by reference to the complete text of the
Underwriting Agreement, which is incorporated herein by reference to Exhibit 1.1
to the Issuer's Report on Form 8-K filed with the Securities and Exchange
Commission on April 13, 2006.
(c) On February 9, 2007, James J. Kim was granted an additional 9,600
restricted shares of Common Stock by the Issuer in his capacity as a director of
the Issuer pursuant to the Plan, and these shares vest in three equal
installments on February 10 of each of the years 2008 through 2010. Of the
restricted shares of Common Stock, which James J. Kim received on February 10,
2006 as a director under the Plan, 3,200 shares vested on February 10, 2007.
As stated above, in March 2007, the Issuer completed a 2 for 1 stock split of
the shares of Common Stock.
EB Nevada Inc. sold on the open market 6,000,000 shares of Common Stock on May
2, 2007 at a price of $32.85 per share in order to engage in other passive
investment opportunities.
(d) Not applicable.
(e) On May 2, 2007, each of the Reporting Persons in this statement on
Schedule 13D ceased to be the beneficial owner of more than five percent of the
class of Common Stock.
Page 15 of 20
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
EB Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique,
Inc., all of the outstanding capital stock of which is owned by James J. Kim and
Agnes C. Kim (the parents of Susan Y. Kim, John T. Kim and David D. Kim) and the
Kim Trusts, which are the David D. Kim Trust of December 31, 1987, the John T.
Kim Trust of December 31, 1987 and the Susan Y. Kim Trust of December 31, 1987.
David D. Kim is the trustee of the David D. Kim Trust of December 31, 1987,
Susan Y. Kim is the trustee of the Susan Y. Kim Trust of December 31, 1987 and
John T. Kim is the trustee of the John T. Kim Trust of December 31, 1987. The
trust agreement for each of these trusts authorizes the trustees of the trusts
to vote the shares of Common Stock common stock held by The Electronics
Boutique, Inc. and EB Nevada Inc, in their discretion, in concert with James
Kim's family.
Item 7. Material to Be Filed as Exhibits.
1. Schedule I - Directors and Executive Officers.
2. Schedule II - Kim Family Reporting Persons.
Page 16 of 20
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 7, 2007
/s/ James J. Kim* May 7, 2007
James J. Kim
/s/ Agnes C. Kim* May 7, 2007
Agnes C. Kim
/s/ David D. Kim* May 7, 2007
David D. Kim, as Trustee
/s/ John T. Kim* May 7, 2007
John T. Kim, as Trustee
/s/ Susan Y. Kim* May 7, 2007
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
By: /s/ David D. Kim* May 7, 2007
David D. Kim, as Trustee
John T. Kim Trust of 12/31/87
By: /s/ John T. Kim* May 7, 2007
John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87
By: /s/ Susan Y. Kim* May 7, 2007
Susan Y. Kim, as Trustee
EB Nevada Inc.
By: /s/ Susan Y. Kim* May 7, 2007
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc.
By: /s/Memma S. Kilgannon May 7, 2007
Name: Memma S. Kilgannon
Title: Assistant Secretary
/s/Memma S. Kilgannon May 7, 2007
*Memma S. Kilgannon, as attorney in fact
for each reporting person indicated, pursuant to
powers-of attorney previously filed with the
Securities and Exchange Commission
Page 17 of 20
EXHIBIT A
This Agreement made by the undersigned persons certifies that each undersigned
person agrees that the statement on Schedule 13D to which this Exhibit A is
attached is filed on behalf of each of them individually, and who together may
be deemed a group.
Each undersigned person further agrees that the information as it pertains to
each undersigned is accurate and complete, and that each undersigned has no
knowledge or reason to believe that information as it relates to the other
persons making this filing is inaccurate.
/s/ James J. Kim* May 7, 2007
James J. Kim
/s/ Agnes C. Kim* May 7, 2007
Agnes C. Kim
/s/ David D. Kim* May 7, 2007
David D. Kim, as Trustee
/s/ John T. Kim* May 7, 2007
John T. Kim, as Trustee
/s/ Susan Y. Kim* May 7, 2007
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
By: /s/ David D. Kim* May 7, 2007
David D. Kim, as Trustee
John T. Kim Trust of 12/31/87
By: /s/ John T. Kim* May 7, 2007
John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87
By: /s/ Susan Y. Kim* May 7, 2007
Susan Y. Kim, as Trustee
EB Nevada Inc.
By: /s/ Susan Y. Kim* May 7, 2007
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc.
By: /s/Memma S. Kilgannon May 7, 2007
Name: Memma S. Kilgannon
Title: Assistant Secretary
/s/Memma S. Kilgannon May 7, 2007
*Memma S. Kilgannon, as attorney in fact
for each reporting person indicated, pursuant to
powers-of attorney previously filed with the
Securities and Exchange Commission
Page 18 of 20
Schedule I
Directors and Executive Officers
EB NEVADA INC.
- ------------------- --------------------------- --------------- ------------------------------------------------------
Principal Occupation or Employment (including name,
principal business, and address of any corporation
or other organization in which such employment is
Name Title Citizenship conducted)
- ------------------- --------------------------- --------------- ------------------------------------------------------
James J. Kim Director, President amp; United States Chairman of the Board and Chief Executive Officer,
Chief Executive Officer Amkor Technology, Inc., 1900 S. Price Road, Chandler,
AZ 85248; President, The Electronics Boutique, Inc.;
and President, CEO and Director, EB Nevada Inc.
- ------------------- --------------------------- --------------- ------------------------------------------------------
Susan Y. Kim Director, Senior Vice United States Treasurer, The Electronics Boutique, Inc.; and
President, Chief Director, Senior VP, CFO, Secretary and Treasurer,
Financial Officer, EB Nevada Inc.
Secretary amp; Treasurer
- ------------------- --------------------------- --------------- ------------------------------------------------------
Agnes C. Kim Director United States Director, EB Nevada Inc.; Director, The Electronics
Boutique, Inc.
- ------------------- --------------------------- --------------- ------------------------------------------------------
THE ELECTRONICS BOUTIQUE, INC.
- --------------------- ------------------- -------------------- -------------------------------------------------------
Principal Occupation or Employment (including name,
principal business, and address of any corporation or
other organization in which such employment is
Name Title Citizenship conducted)
- --------------------- ------------------- -------------------- -------------------------------------------------------
James J. Kim President United States Chairman of the Board and Chief Executive Officer,
Amkor Technology, Inc., 1900 S. Price Road, Chandler,
AZ 85248; President, The Electronics Boutique, Inc.;
and President, CEO and Director, EB Nevada Inc.
- --------------------- ------------------- -------------------- -------------------------------------------------------
Susan Y. Kim Treasurer United States Treasurer, The Electronics Boutique, Inc.; and
Director, Senior VP, CFO, Secretary and Treasurer, EB
Nevada Inc.
- --------------------- ------------------- -------------------- -------------------------------------------------------
Agnes C. Kim Director United States Director, EB Nevada Inc.; and Director, The
Electronics Boutique, Inc.
- --------------------- ------------------- -------------------- -------------------------------------------------------
Memma Kilgannon Assistant United States Assistant Secretary, The Electronics Boutique, Inc.
Secretary
- --------------------- ------------------- -------------------- -------------------------------------------------------
Page 19 of 20
Schedule II
Kim Family
- --------------------- ------------------------------------------------------------------------------------------------
Principal Occupation or Employment (including name, principal business, and address of any
Name corporation or other organization in which such employment is conducted)
- --------------------- ------------------------------------------------------------------------------------------------
James J. Kim Chairman of the Board and Chief Executive Officer, Amkor Technology, Inc., 1900 S. Price Road,
Chandler, AZ 85248; President, The Electronics Boutique, Inc.; and President and Director, EB
Nevada Inc.
- --------------------- ------------------------------------------------------------------------------------------------
Agnes C. Kim Director, EB Nevada Inc.; Director, The Electronics Boutique, Inc.
- --------------------- ------------------------------------------------------------------------------------------------
Susan Y. Kim Treasurer, The Electronics Boutique, Inc.; and Director, Secretary and Treasurer, EB Nevada
Inc.
- --------------------- ------------------------------------------------------------------------------------------------
David D. Kim Private Investor, 569 Portlock Road, Honolulu, HI 96825
- --------------------- ------------------------------------------------------------------------------------------------
John T. Kim Director, Amkor Technology, Inc., 1900 S. Price Road, Chandler, AZ 85248.
- --------------------- ------------------------------------------------------------------------------------------------
Page 20 of 20