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. )*
Electronics Boutique Holdings Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
286045109
(CUSIP Number)
R. Richard Fontaine
625 Westport Parkway
Grapevine, Texas 76051
Tel. No.: (817) 424-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, 2005
(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).
(Continued on following pages)
(Page 1 of 10 Pages)
CUSIP No. 286045109 13D Page 2 of 10
_______________________________________________________________________________
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
GameStop Corp.
I.R.S. Identification No. 752951347
_______________________________________________________________________________
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
Delaware
_______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
_______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,866,601(1)
_______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
_______________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,866,601(1)
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4%
_______________________________________________________________________________
TYPE OF REPORTING PERSON
14
CO
_______________________________________________________________________________
(1) No shares of Common Stock, par value $.01 per share, of Electronics Boutique
Holdings Corp. have been purchased, directly or indirectly, by the Reporting
Person. The Reporting Person may be deemed to have beneficial ownership of the
shares reported herein pursuant to a Voting Agreement (as described in the
Introduction and Items 3 and 4 of this Schedule 13D), entered into in connection
with an Agreement and Plan of Merger (as described in the Introduction to this
Schedule 13D). Any such beneficial ownership is hereby disclaimed by the
Reporting Person.
CUSIP No. 286045109 13D Page 3 of 10
INTRODUCTION.
No shares of Common Stock, par value $.01 per share (the "Common Stock"),
of Electronics Boutique Holdings Corp. (the "Issuer") have been purchased,
directly or indirectly, by GameStop Corp. (the "Reporting Person"). The
Reporting Person is making this filing solely because it may be deemed to have
beneficial ownership of the shares reported herein pursuant to the Voting
Agreement (as defined below).
On April 17, 2005, EB Nevada Inc. and James J. Kim (collectively, the "Kim
Group"), entered into a voting agreement (the "Voting Agreement") with the
Issuer and the Reporting Person in connection with the execution of an Agreement
and Plan of Merger (the "Merger Agreement") among the Issuer, the Reporting
Person, GameStop, Inc., a Minnesota corporation, GSC Holdings Corp., a Delaware
corporation and wholly-owned subsidiary of GameStop, Inc. ("Holdco"), Cowboy
Subsidiary LLC, a Delaware limited liability company and wholly-owned subsidiary
of Holdco ("GameStop Merger Sub"), and Eagle Subsidiary LLC, a Delaware limited
liability company and wholly-owned subsidiary of Holdco ("EB Merger Sub"),
providing for a business combination whereby (i) GameStop, Inc. formed Holdco,
(ii) GameStop Merger Sub will merge into the Reporting Person (the "GameStop
Merger") with the Reporting Person as the surviving corporation and (iii) EB
Merger Sub will merge into the Issuer (the "Company Merger" together with the
GameStop Merger, the "Mergers") with the Issuer Person as the surviving
corporation and the Issuer and the Reporting Person will become direct
wholly-owned subsidiaries of Holdco.
At the Effective Time (as defined in the Merger Agreement), the Issuer's
stockholders will be entitled to receive in exchange for each share of Common
Stock (i) $38.15 in cash without interest and (ii) .78795 shares of Holdco Class
A common stock. The Reporting Person's stockholders will be entitled to receive
in exchange for each share of Class A common stock, par value $.001 per share
(the "Class A Common Stock"), of the Reporting Person, one share of Holdco Class
A common stock and for each share of Class B common stock, par value $.001 per
share (the "Class B Common Stock"), of the Reporting Person, one share of Holdco
Class B common stock.
The Kim Group executed and delivered the Voting Agreement as a condition
and inducement to the Reporting Person's willingness to enter into the Merger
Agreement.
The Kim Group has agreed to vote all shares of capital stock of the Issuer
beneficially owned by the Kim Group (collectively, the "Shares") in favor of the
adoption of the Merger Agreement. 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 Company Merger 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 the Issuer (other than as contemplated in 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 the
Issuer under the Merger Agreement or of the Kim Group under the Voting
Agreement. In the event the board of directors of the Issuer changes its
recommendation with respect to the adoption of the Merger Agreement, the
obligation of the
CUSIP No. 286045109 13D Page 4 of 10
Kim Group to vote the Shares in the manner set forth above shall apply only to
an aggregate number of Shares that is equal to one third of the total number of
shares of the Issuer's Common Stock entitled to vote in respect of such matter
and the Kim Group shall cause all remaining Shares to be voted in a manner that
is proportionate to the manner in which all holders of shares of Company 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
Shares, or any interest therein, or any other securities convertible into or
exchangeable for capital stock of the Issuer (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 any member of
the Kim Group, (c) transfers to family members of any member of the Kim Group or
pledges to investment banks or third party lenders and any other transfers
resulting therefrom, (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
the Reporting Person.
Pursuant to the Voting Agreement, the Kim Group has appointed the Reporting
Person's chairman of the board and chief executive officer, R. Richard Fontaine,
and the Reporting Person's president and chief operating officer, Daniel A.
DeMatteo, as its proxy to vote the Shares at any annual or special meeting of
the stockholders of the Issuer (a) in favor of the adoption of the Merger
Agreement and (b) against any action referred to in clauses (i) through (iv)
above.
The Voting Agreement terminates 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).
The descriptions of the Merger Agreement and the Voting Agreement contained
in this Schedule 13D are qualified in their entirety by reference to such
agreements, copies of which are included as Exhibit 2.1 and Exhibit 9.1 to this
Schedule 13D and are incorporated by reference herein.
Item 1. Security and Issuer.
This statement on Schedule 13D is being filed in connection with the Common
Stock, par value $.01 per share (the "Common Stock"), of Electronics Boutique
Holdings Corp., a Delaware corporation with its principal executive offices at
931 South Matlack Street, West Chester, Pennsylvania 19382 (the "Issuer").
Item 2. Identity and Background.
(a) This statement is filed by GameStop Corp. (the "Reporting Person"). Attached
as Schedule I hereto and incorporated herein by reference is a list containing
the (a) name, (b) citizenship, and (c) present principal occupation or
employment and the name, principal business address of any corporation or other
organization in which such employment is conducted, for
CUSIP No. 286045109 13D Page 5 of 10
each director and executive officer of the Reporting Person (the "GameStop
Directors and Officers").
(b) The business address of the Reporting Person is:
625 Westport Parkway
Grapevine, Texas 76051
(c) The principal business of the Reporting Person is the retail sale of video
game hardware and software, PC entertainment software, pre-played video games
and related accessories and products.
(d) The Reporting Person has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors). To
the knowledge of the Reporting Person, during the last five years, none of the
GameStop Directors and Officers has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, 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. To the knowledge of the Reporting Person, none of the
GameStop Directors and Officers has, during the last five years, 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) The Reporting Person was incorporated in the State of Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
No shares of Common Stock have been purchased, directly or indirectly, by
the Reporting Person. Rather, as an inducement and a condition to the Reporting
Person's entering into the Merger Agreement, the Issuer and the Kim Group have
entered into the Voting Agreement with the Reporting Person pursuant to which
the members of Kim Group have agreed to vote the Shares in favor of the Merger
Agreement (as more fully described in the Introduction to this Schedule 13D,
which is incorporated by reference herein).
Item 4. Purpose of Transaction
No shares of Common Stock have been purchased, directly or indirectly, by
the Reporting Person. The Reporting Person could be deemed to have "acquired"
beneficial ownership of the shares of Common Stock to which this Schedule 13D
relates only in the sense that the Issuer and the Kim Group have entered into
the Voting Agreement (as described in the Introduction to this Schedule 13D,
which is incorporated by reference herein) with the Reporting Person in order to
facilitate the Mergers pursuant to the Merger Agreement. Except as specifically
set forth herein, the Reporting Person disclaims beneficial ownership over any
shares
CUSIP No. 286045109 13D Page 6 of 10
of the Common Stock, including the power to vote, to direct the voting of, to
dispose of, or to direct the disposition of, any shares of the Common Stock,
including the Shares.
Each of paragraph (a) through (j) of Item 4 of Schedule 13D may be
applicable to the transactions contemplated by the Merger Agreement (as more
fully described in the Introduction to this Schedule 13D, which is incorporated
by reference herein).
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person may be deemed to be the beneficial owner of
11,866,601 shares (47.4%) of Common Stock as a result of entering into the
Voting Agreement. To the knowledge of the Reporting Person, none of the GameStop
Directors and Officers beneficially own any securities of the Issuer. Except as
specifically set forth herein, the Reporting Person disclaims beneficial
ownership over any shares of Common Stock, including the power to vote, to
direct the voting of, to dispose of, or to direct the disposition of, any share
of Common Stock. The Reporting Person disclaims membership in any group with
respect to the Common Stock, by virtue of the Reporting Person's execution of
the Voting Agreement or otherwise.
(b) As a result of entering into the Voting Agreement, the Reporting Person
may be deemed to have shared power to vote or to direct the vote of 11,866,601
shares of Common Stock subject to the Voting Agreement. EB Nevada Inc. and James
J. Kim share the power to vote the shares of Common Stock reported as
beneficially owned by the Reporting Person. The following paragraph provides the
applicable information required by Item 2 with respect to EB Nevada Inc. and
James J. Kim, the members of the Kim Group who beneficially own the Common Stock
subject to the Voting Agreement, which information if based on information
disclosed by the Issuer and Mr. Kim in their respective public filings with the
Securities and Exchange Commission:
James J. Kim
------------
Name and Citizenship: James J. Kim, United States citizen
Business Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Principal Business: The principal occupation of Mr. Kim is Chairman of the
Board of the Issuer and Chairman of the Board and
Chief Executive Officer of Amkor Technologies, Inc.
EB Nevada Inc.
--------------
Name and Citizenship: EB Nevada Inc., a Nevada corporation
Business Address: 2251A Renaissance Drive, Suite 4
Las Vegas, Nevada 89119
CUSIP No. 286045109 13D Page 7 of 10
Principal Business: The principal business of EB Nevada Inc. is
purchasing, holding and selling securities for
investment purposes.
To the knowledge of the Reporting Person, during the last five years, none
of the persons or entities listed in response to this Item 5(b) nor any
executive officer, director or controlling person of any of them, has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
To the knowledge of the Reporting Person, during the last five years, none
of the persons or entities listed in response to this Item 5(b) nor any
executive officer, director or controlling person of any of them, has, 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 violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
(c) Except as described herein, neither Reporting Person, nor to its
knowledge any of the GameStop Directors and Officers, has effected any
transactions in the Common Stock of the Company during the past sixty days.
(d) To the knowledge of the Reporting Person, EB Nevada Inc. and James J.
Kim have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock subject to
the Voting Agreement reported herein as beneficially owned by the Reporting
Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The matters set forth in the Introduction to this Schedule 13D and Item 4
are incorporated in this Item 6 by reference.
Item 7. Material to be Filed as Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 17, 2005, by and among
GameStop Corp., GameStop, Inc., GSC Holdings Corp., Cowboy Subsidiary LLC, Eagle
Subsidiary LLC and Electronics Boutique Holdings Corp. (incorporated by
reference to Exhibit 2.1 of the Form 8-K filed by Electronics Boutique Holdings
Corp. on April 18, 2005).
9.1 Voting Agreement and Irrevocable Proxy, dated as of April 17, 2005, by
and among EB Nevada Inc., James J. Kim, GameStop Corp. and Electronics Boutique
Holdings Corp. (incorporated by reference to Exhibit 9.1 of the Form 8-K filed
by Electronics Boutique Holdings Corp. on April 18, 2005).
CUSIP No. 286045109 13D Page 8 of 10
Signature
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
correct.
Dated: April 27, 2005
GAMESTOP CORP.
By: /s/ David W. Carlson
--------------------------------------
Name: David W. Carlson
Title: Chief Financial Officer
CUSIP No. 286045109 13D Page 9 of 10
Schedule I
The following information sets forth the (a) name, (b) citizenship, and (c)
present principal occupation or employment and the name, principal business
address of any corporation or other organization in which such employment is
conducted, for each of the directors and executive officers of the Reporting
Person. Except as indicated below, the business address of each director and
executive officer of the Reporting Person is 625 Westport Parkway, Grapevine,
Texas 76051. Each of the directors and executive officers of the Reporting
Person is a citizen of the United States.
DIRECTORS
Name Present Occupation and Employer Address
R. Richard Fontaine Chairman of the Board and Chief Executive
Officer of GameStop Corp.
Daniel A. DeMatteo Vice Chairman and Chief Operating Officer
of GameStop Corp.
Michael N. Rosen Partner, Bryan Cave LLP
1290 Avenue of the Americas
New York, New York 10104
Leonard Riggio Chairman of the Board of Directors of
Barnes & Noble, Inc.
122 Fifth Avenue
New York, New York 10011
Stephanie M. Shern Founder, Shern Associates LLC
11 Greenbriar Road
Little Falls, New Jersey 07424
Gerald R. Szczepanski Former Chairman and Chief Executive
Officer of Gadzooks, Inc.
9 Savannah Ridge
Frisco, Texas 75034
Edward A. Volkwein President and Chief Operating Officer of
Hydro-Photon, Inc.
P.O. Box 150
South Pomfret, Vermont 05067
CUSIP No. 286045109 13D Page 10 of 10
EXECUTIVE OFFICERS
Name Title with Reporting Person
R. Richard Fontaine Chief Executive Officer
Daniel A. DeMatteo Vice Chairman and Chief Operating Officer
Joseph DePinto President
David W. Carlson Executive Vice President and Chief
Financial Officer
Ronald Freeman Executive Vice President of Distribution