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. )*
GameStop Corp.
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(Name of Issuer)
Class B Common Stock, par value $.001 per share
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(Title of Class of Securities)
36467W 20 8
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(CUSIP Number)
R. Richard Fontaine
625 Westport Parkway
Grapevine, Texas 76051
(817) 424-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 2005
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(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(b) for other
parties to whom copies are to be sent.
* 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 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 36467W 20 8 13D Page 2 of 6
_______________________________________________________________________________
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
Leonard Riggio
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_______________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 4,601,990
_______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 654,946
_______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 4,601,990
_______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 654,946
_______________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
5,559,648
_______________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
_______________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.6%
_______________________________________________________________________________
TYPE OF REPORTING PERSON
12
IN
_______________________________________________________________________________
CUSIP No. 36467W 20 8 13D Page 3 of 6
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") is filed in connection
with the Class B Common Stock, par value $.001 per share (the "Company Class B
Common Stock"), of GameStop Corp. (formerly known as GSC Holdings Corp.), a
Delaware corporation (the "Company), with its principal executive offices at 625
Westport Parkway, Grapevine, Texas 76051.
Item 2. Identity and Background.
(a) The statement is filed by Mr. Leonard Riggio (the "Reporting Person").
(b) The business address of the Reporting Person is:
Barnes & Noble, Inc.
122 Fifth Avenue
New York, NY 10011
(c) The Reporting Person's principal occupation is Chairman of the Board of
Barnes & Noble, Inc. ("Barnes & Noble"), a retail bookseller with its principal
offices located at 122 Fifth Avenue, New York, NY 10011.
(d) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person was not 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) The Reporting Person is a citizen of the United States of America and a
resident of New York.
Item 3. Source and Amount of Funds or Other Consideration.
On October 8, 2005, two wholly-owned subsidiaries of the Company merged
with and into GameStop Holdings Corp., formerly known as GameStop Corp.
("Holdings"), and Electronics Boutique Holdings Corp. ("EB"), respectively, and
Holdings and EB became wholly-owned subsidiaries of the Company (the "Mergers").
The Mergers were effected pursuant to the Agreement and Plan of Merger, dated as
of April 17, 2005, by and among Holdings, GameStop, Inc., the Company, Cowboy
Subsidiary LLC, Eagle Subsidiary LLC and EB.
At the effective time of the Mergers (the "Effective Time"), the securities
owned by Holdings stockholders were converted into the right to receive Company
securities in the following manner: (i) each share of Holdings Class A Common
Stock was converted into the
CUSIP No. 36467W 20 8 13D Page 4 of 6
right to receive one share of Company Class A Common Stock; (ii) each share of
Holdings Class B Common Stock was converted into the right to receive one share
of Company Class B Common Stock; (iii) each share of Holdings restricted stock,
whether or not vested immediately prior to the Effective Time, was converted
into the right to receive one share of Company restricted stock on the same
terms and conditions; and (iv) each option to acquire shares of Holdings Class A
Common Stock, whether or not vested immediately prior to the Effective Time, was
converted into the right to receive an option to acquire an equal number of
shares of Company Class A Common Stock on the same terms and conditions.
Pursuant to, and as a result of, the consummation of the Mergers, the
Reporting Person received 5,559,648 shares of Company Class B Common Stock (the
"Shares") in exchange for an equal number of shares of Holdings Class B Common
Stock.
Item 4. Purpose of Transaction.
As described in Item 3 above, the Shares beneficially owned by the
Reporting Person were acquired upon the conversion of Holdings Class B Common
Stock pursuant to the Mergers.
The Reporting Person has no current plans or proposals with respect to any
of the items described in (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The Reporting Person is the beneficial owner of 5,559,648
shares of Company Class B Common Stock, or 18.6% of the Company Class B Common
Stock issued and outstanding as of October 10, 2005. The Reporting Person is the
direct beneficial owner of 3,475,077 shares of Company Class B Common Stock. The
Reporting Person has the sole voting and dispositive power with respect to all
of such shares. The Reporting Person is the indirect beneficial owner of
1,126,913 shares of Company Class B Common Stock owned by Barnes & Noble College
Booksellers, Inc., a New York corporation ("B&N College"), of which the
Reporting Person owns all of the currently outstanding voting securities. As the
owner of all of the voting securities of B&N College, the Reporting Person has
sole voting and dispositive power with respect to the shares of Company Class B
Common Stock owned by B&N College. The Reporting Person is also the indirect
beneficial owner of 302,712 shares of Company Class B Common Stock held in a
rabbi trust established by Barnes & Noble for the benefit of the Reporting
Person pursuant to a deferred compensation arrangement. The Reporting Person has
no voting or dispositive power with respect to such shares. As co-trustee of The
Riggio Foundation, a charitable trust, the Reporting Person is the indirect
beneficial owner of 654,946 shares of Company Class B Common Stock owned by The
Riggio Foundation. The Reporting Person shares voting and dispositive power with
respect to such shares with his wife, Louise Riggio, who is the other co-trustee
of The Riggio Foundation.
(c) Except as described herein, the Reporting Person has not effected any
transactions in the Shares during the past sixty days.
(d) Except as described herein, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares.
CUSIP No. 36467W 20 8 13D Page 5 of 6
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Not applicable.
CUSIP No. 36467W 20 8 13D Page 6 of 6
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
/s/ Leonard Riggio
---------------------------
Leonard Riggio
Dated: October 12, 2005