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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. 1)*
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 & 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)
April 10, 2006
(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 21 Pages)
CUSIP No. 1326380 13D Page 2 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
The Group is comprised of the following persons:
1. James J. Kim
2. Agnes C. Kim
3. 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
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power Not applicable
Person With
8. Shared Voting Power 4,115,950 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 4,115,950 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,115,950
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 1326380 13D Page 3 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
James J. Kim
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power 9,600 shares, or 0.02% of the
Person With common stock outstanding
8. Shared Voting Power 4,115,920 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power 9,600 shares, or 0.02% of the
common stock outstanding
10. Shared Dispositive Power 4,115,920 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,125,520
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 4 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Agnes C. Kim
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power Not applicable
Person With
8. Shared Voting Power 4,115,920 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 4,115,920 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,115,920
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 5 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David D. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power 0 shares, or 0% of the common
Person With stock outstanding
8. Shared Voting Power 4,115,883 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power 0 shares, or 0% of the common
stock outstanding
10. Shared Dispositive Power 4,115,883 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,115,883
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 6 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
John T. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power 0 shares, or 0% of the common
Person With stock outstanding
8. Shared Voting Power 4,115,883 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power 0 shares, or 0% of the common
stock outstanding
10. Shared Dispositive Power 4,115,883 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,115,883
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 7 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Susan Y. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power 0 shares, or 0% of the common
Person With stock outstanding
8. Shared Voting Power 4,115,883 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power 0 shares, or 0% of the common
stock outstanding
10. Shared Dispositive Power 4,115,883 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,115,883
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 8 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David D. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power 0 shares, or 0% of the common
Person With stock outstanding
8. Shared Voting Power 4,115,883 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power 0 shares, or 0% of the common
stock outstanding
10. Shared Dispositive Power 4,115,883 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,115,883
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 1326380 13D Page 9 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
John T. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power 0 shares, or 0% of the common
Person With stock outstanding
8. Shared Voting Power 4,115,883 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power 0 shares, or 0% of the common
stock outstanding
10. Shared Dispositive Power 4,115,883 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,115,883
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 1326380 13D Page 10 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Susan Y. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power 0 shares, or 0% of the common
Person With stock outstanding
8. Shared Voting Power 4,115,883 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power 0 shares, or 0% of the common
stock outstanding
10. Shared Dispositive Power 4,115,883 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,115,883
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 1326380 13D Page 11 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
EB Nevada Inc.
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the State of Nevada
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power Not applicable
Person With
8. Shared Voting Power 4,115,873 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 4,115,873 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,115,873
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* CO
CUSIP No. 1326380 13D Page 12 of 21 Pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
The Electronics Boutique, Inc.
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power Not applicable
Person With
8. Shared Voting Power 4,115,873 shares, or 9.5% of
the common stock outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 4,115,873 shares, or 9.5% of
the common stock outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,115,873
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13. Percent of Class Represented by Amount in Row (11) 9.5% of the common
stock outstanding
14. Type of Reporting Person* CO
This statement is the first 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 (the "Company"), 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 1900 South Price Road, Chandler, Arizona, 85248. 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 Company for investment purposes. The principal business of The Electronics
Boutique, Inc. is purchasing, holding, and selling securities of EB Nevada Inc.
for investment purposes.
(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 Class A common stock shares of GameStop Corp., were initially acquired in
exchange for shares of common stock in Electronics Boutique Holdings Corp., as
further described in Item 5(c).
Page 13 of 21
Item 4. Purpose of Transaction.
Not Applicable.
Item 5. Interest in Securities of the Company.
(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 43,307,633
outstanding shares of Class A Common Stock as of March 24, 2006 as reported in
the Form 10-K of GameStop Corp. for the fiscal year ended January 28, 2006. 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.
(c) 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)
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)
Page 14 of 21
Since the initial Schedule 13D filing described above, on (i) February 10, 2006
James J. Kim was granted 9,600 restricted shares of GameStop Corp. by the
Company 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 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, and these shares 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
Company, 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 Company and the
Selling Stockholders. The Company, the Selling Stockholders and the Company's
executive officers and directors have agreed with the Underwriter not to sell,
dispose of or hedge any shares of the Company'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 of the material terms of the Underwriting Agreement (including the
lock-up agreement attached as Exhibit A thereto) 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 Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission on April 13, 2006.
1. Following the April 10, 2006 sale described below in this
Item 5(c), 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, may be deemed to
hold indirectly 4,115,873 shares of Class A common stock in
the Company 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.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Company.
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.
The description of the Underwriting Agreement in the last paragraph of Item
5(c) above is incorporated into this Item 6 by reference as if fully set forth
herein.
Page 15 of 21
Item 7. Material to Be Filed as Exhibits.
1. Exhibit A - Joint Filing Agreement pursuant to Rule 13d-1(k).
2. Underwriting Agreement ((including the form of lock-up agreement
attached as Exhibit A thereto to which EB Nevada Inc and James Kim are
parties) is incorporated herein by reference to Exhibit 1.1 to the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 13, 2006).
3. Schedule I - Directors and Executive Officers.
4. Schedule II - Kim Family.
Page 16 of 21
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 18, 2006
/s/ James J. Kim* April 18, 2006
James J. Kim
/s/ Agnes C. Kim* April 18, 2006
Agnes C. Kim
/s/ David D. Kim* April 18, 2006
David D. Kim, as Trustee
/s/ John T. Kim* April 18, 2006
John T. Kim, as Trustee
/s/ Susan Y. Kim* April 18, 2006
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
By: /s/ David D. Kim* April 18, 2006
David D. Kim, as Trustee
John T. Kim Trust of 12/31/87
By: /s/ John T. Kim* April 18, 2006
John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87
By: /s/ Susan Y. Kim* April 18, 2006
Susan Y. Kim, as Trustee
EB Nevada Inc.
By: /s/ Susan Y. Kim* April 18, 2006
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc.
By: /s/ Memma S. Kilgannon April 18, 2006
Name: Memma S. Kilgannon
Title: Assistant Secretary
/s/ Memma S. Kilgannon April 18, 2006
*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 21
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* April 18, 2006
James J. Kim
/s/ Agnes C. Kim* April 18, 2006
Agnes C. Kim
/s/ David D. Kim* April 18, 2006
David D. Kim, as Trustee
/s/ John T. Kim* April 18, 2006
John T. Kim, as Trustee
/s/ Susan Y. Kim* April 18, 2006
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
By: /s/ David D. Kim* April 18, 2006
David D. Kim, as Trustee
John T. Kim Trust of 12/31/87
By: /s/ John T. Kim* April 18, 2006
John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87
By: /s/ Susan Y. Kim* April 18, 2006
Susan Y. Kim, as Trustee
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EB Nevada Inc.
By: /s/ Susan Y. Kim* April 18, 2006
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc.
By: /s/ Memma S. Kilgannon April 18, 2006
Name: Memma S. Kilgannon
Title: Assistant Secretary
/s/ Memma S. Kilgannon April 18, 2006
*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
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Schedule I
Directors and Executive Officers
EB NEVADA INC.
- ------------------ -------------------------- --------------- ---------------------------------------------------------
Name Title Citizenship Principal Occupation or Employment (including name,
principal business, and address of any corporation or
other organization in which such employment is
conducted)
- ------------------ -------------------------- --------------- ---------------------------------------------------------
James J. Kim Director, President & United States Chairman of the Board, Electronics Boutique Holdings
Chief Executive Officer Corp.; Chairman of the Board and Chief Executive
Officer, Amkor Technology, Inc., 1900 South Price Road,
Chandler, Arizona, 85248
President and Director, EB Services Corporation;
President, The Electronics Boutique, Inc.; and
President, CEO and Director, EB Nevada Inc.
- ------------------ -------------------------- --------------- ---------------------------------------------------------
Susan Y. Kim Director, Senior Vice United States Director, Electronics Boutique Holdings Corp.;
President, Chief Treasurer, EB Services Corporation; Treasurer, The
Financial Officer, Electronics Boutique, Inc.; and Director, Senior VP,
Secretary & Treasurer CFO, Secretary and Treasurer, EB Nevada Inc.
- ------------------ -------------------------- --------------- ---------------------------------------------------------
Agnes C. Kim Director United States Director, EB Nevada Inc.; Director, The Electronics
Boutique, Inc.
- ------------------ -------------------------- --------------- ---------------------------------------------------------
THE ELECTRONICS BOUTIQUE, INC.
- --------------------- ------------------- -------------------- -------------------------------------------------------
Name Title Citizenship Principal Occupation or Employment (including name,
principal business, and address of any corporation or
other organization in which such employment is
conducted)
- --------------------- ------------------- -------------------- -------------------------------------------------------
James J. Kim President United States Chairman of the Board, Electronics Boutique Holdings
Corp.; Chairman of the Board and Chief Executive
Officer, Amkor Technology, Inc., 1900 South Price Road,
Chandler, Arizona, 85248
President and Director, EB Services Corporation;
President, The Electronics Boutique, Inc.; and
President, CEO and Director, EB Nevada Inc.
- --------------------- ------------------- -------------------- -------------------------------------------------------
Susan Y. Kim Treasurer United States Director, Electronics Boutique Holdings Corp.;
Treasurer, EB Services Corporation; 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 and Assistant Secretary, EB Services Corporation.
- --------------------- ------------------- -------------------- -------------------------------------------------------
Page 20 to 21
Schedule II
Kim Family
- ---------------- ---------------------------------------------------------------
Name Principal Occupation or Employment (including name, principal
business, and address of any corporation or other
organization in which such employment is conducted)
- ---------------- ---------------------------------------------------------------
James J. Kim Chairman of the Board, Electronics Boutique Holdings Corp.;
Chairman of the Board and Chief Executive Officer, Amkor
Technology, Inc., 1900 South Price Road, Chandler, Arizona,
85248; President and Director, EB Services Corporation;
President, The Electronics Boutique, Inc.; and President and
Director, EB Nevada Inc.
- ---------------- ---------------------------------------------------------------
Agnes C. Kim Director, EB Nevada Inc.; Director, The Electronics Boutique,
Inc.
- ---------------- ---------------------------------------------------------------
Susan Y. Kim Director, Electronics Boutique Holdings Corp.; Treasurer, EB
Services Corporation; 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 21 of 21