Schedule 13D as filed October 17, 2005
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.
(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)
October 08, 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 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
Page 1 of 21 Pages
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 2 of 21 Pages
CUSIP No. 1326380 13D Page 3 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 7. Sole Voting Power Not applicable
Shares
Beneficially 8. Shared Voting Power 9,115,950 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power Not applicable
Reporting
Person With 10. Shared Dispositive Power 9,115,950 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,950
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) 21.48% of the common
stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 1326380 13D Page 4 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 7. Sole Voting Power 0 shares, or 0% of the common stock outstanding
Shares
Beneficially 8. Shared Voting Power 9,115,920 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power 0 shares, or 0% of the common stock outstanding
Reporting
Person With 10. Shared Dispositive Power 9,115,920 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,920
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) 21.48% 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)
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 Not applicable
Shares
Beneficially 8. Shared Voting Power 9,115,920 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power Not applicable
Reporting
Person With 10. Shared Dispositive Power 9,115,920 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,920
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) 21.48% 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)
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 common stock outstanding
Shares
Beneficially 8. Shared Voting Power 9,115,883 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power 0 shares, or 0% of the common stock outstanding
Reporting
Person With 10. Shared Dispositive Power 9,115,883 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,883
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) 21.48% 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)
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 common stock outstanding
Shares
Beneficially 8. Shared Voting Power 9,115,883 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power 0 shares, or 0% of the common stock outstanding
Reporting
Person With 10. Shared Dispositive Power 9,115,883 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,883
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) 21.48% 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)
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 common stock outstanding
Shares
Beneficially 8. Shared Voting Power 9,115,883 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power 0 shares, or 0% of the common stock outstanding
Reporting
Person With 10. Shared Dispositive Power 9,115,883 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,883
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) 21.48% of the common
stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 1326380 13D Page 9 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 7. Sole Voting Power 0 shares, or 0% of the common stock outstanding
Shares
Beneficially 8. Shared Voting Power 9,115,883 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power 0 shares, or 0% of the common stock outstanding
Reporting
Person With 10. Shared Dispositive Power 9,115,883 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,883
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) 21.48% 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)
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 7. Sole Voting Power 0 shares, or 0% of the common stock outstanding
Shares
Beneficially 8. Shared Voting Power 9,115,883 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power 0 shares, or 0% of the common stock outstanding
Reporting
Person With 10. Shared Dispositive Power 9,115,883 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,883
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) 21.48% 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)
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 7. Sole Voting Power 0 shares, or 0% of the common stock outstanding
Shares
Beneficially 8. Shared Voting Power 9,115,883 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power 0 shares, or 0% of the common stock outstanding
Reporting
Person With 10. Shared Dispositive Power 9,115,883 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,883
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) 21.48% of the common
stock outstanding
14. Type of Reporting Person* OO
CUSIP No. 1326380 13D Page 12 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 7. Sole Voting Power Not applicable
Shares
Beneficially 8. Shared Voting Power 9,115,873 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power Not applicable
Reporting
Person With 10. Shared Dispositive Power 9,115,873 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,873
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) 21.48% of the common
stock outstanding
14. Type of Reporting Person* CO
CUSIP No. 1326380 13D Page 13 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 7. Sole Voting Power Not applicable
Shares
Beneficially 8. Shared Voting Power 9,115,873 shares, or 21.48% of the common stock
Owned by
Each 9. Sole Dispositive Power Not applicable
Reporting
Person With 10. Shared Dispositive Power 9,115,873 shares, or 21.48% of the common stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,115,873
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) 21.48% of the common
stock outstanding
14. Type of Reporting Person* CO
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 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
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 acquired in exchange for
shares of common stock in Electronics Boutique Holdings Corp., as further
described in Item 5(c).
Item 4. Purpose of Transaction.
Page 14 of 21 Pages
Not Applicable.
Item 5. Interest in Securities of the Company.
(a) For each Reporting Person, the response to Row 11 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 42,434,818
outstanding shares of Class A Common Stock as of October 17, 2005. 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) Pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
among 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, Eagle Subsidiary
LLC, a Delaware limited liability company, shares of EB were exchanged on
October 8th, 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. (1)
David D. Kim, as Trustee, exchanged 13 shares of EB for 10 shares of
GameStop Corp.(1)
John T. Kim, as Trustee, exchanged 13 shares of EB for 10 shares of
GameStop Corp.(1)
Susan Y. Kim, as Trustee, exchanged 13 shares of EB for 10 shares of
GameStop Corp.(1)
David D. Kim Trust of 12/31/87 exchanged 13 shares of EB for 10 shares
of GameStop Corp.(1)
John T. Kim Trust of 12/31/87 exchanged 13 shares of EB for 10 shares
of GameStop Corp.(1)
Susan Y. Kim Trust of 12/31/87 exchanged 13 shares of EB for 10 shares
of GameStop Corp.(1)
EB Nevada Inc. exchanged 11,569,100 shares of EB for 9,115,873 shares
of GameStop Corp.(1)
The Electronics Boutique, Inc. exchanged 11,569,100 shares of EB for
9,115,873 shares of GameStop Corp.(1)
Page 15 of 21 Pages
James J. Kim disposed of 260,894 shares in EB options, as reported on
a Form 4 dated September 12, 2005. Susan Y. Kim disposed of 15,001
shares in EB options, as reported on a Form 4 dated September 12,
2005.
1. 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 9,115,873 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.
Item 7. Material Filed as Exhibits.
Schedule I - Directors and Executive Officers.
Schedule II - Kim Family.
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: October 17, 2005
/s/ James J. Kim*
_____________________________ October 17, 2005
James J. Kim
/s/ Agnes C. Kim*
_____________________________ October 17, 2005
Agnes C. Kim
Page 16 of 21 Pages
/s/ David D. Kim*
_____________________________ October 17, 2005
David D. Kim, as Trustee
/s/ John T. Kim*
_____________________________ October 17, 2005
John T. Kim, as Trustee
/s/ Susan Y. Kim*
_____________________________ October 17, 2005
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
By: /s/ David D. Kim*
______________________ October 17, 2005
David D. Kim, as Trustee
John T. Kim Trust of 12/31/87
By: /s/ John T. Kim*
______________________ October 17, 2005
John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87
By: /s/ Susan Y. Kim*
______________________ October 17, 2005
Susan Y. Kim, as Trustee
EB Nevada Inc.
By: /s/ Susan Y. Kim*
______________________ October 17, 2005
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc.
By: /s/ Memma S. Kilgannon
______________________ October 17, 2005
Name: Memma S. Kilgannon
Title: Assistant Secretary
/s/ Memma S. Kilgannon
_______________________________________ October 17, 2005
*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 Pages
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 and the Group. The "Group" (as
defined in Rule 13d-5(b)) may be deemed to be composed of the following persons:
James J. Kim
Agnes C. Kim
David D. Kim, as Trustee
John T. Kim, as Trustee
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
John T. Kim Trust of 12/31/87
Susan Y. Kim Trust of 12/31/87
EB Nevada Inc.
The Electronics Boutique, Inc.
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*
_____________________________ October 17, 2005
James J. Kim
/s/ Agnes C. Kim*
_____________________________ October 17, 2005
Agnes C. Kim
/s/ David D. Kim*
_____________________________ October 17, 2005
David D. Kim, as Trustee
/s/ John T. Kim*
_____________________________ October 17, 2005
John T. Kim, as Trustee
/s/ Susan Y. Kim*
_____________________________ October 17, 2005
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
By: /s/ David D. Kim*
______________________ October 17, 2005
David D. Kim, as Trustee
John T. Kim Trust of 12/31/87
By: /s/ John T. Kim*
______________________ October 17, 2005
John T. Kim, as Trustee
Page 18 of 21 Pages
Susan Y. Kim Trust of 12/31/87
By: /s/ Susan Y. Kim*
______________________ October 17, 2005
Susan Y. Kim, as Trustee
EB Nevada Inc.
By: /s/ Susan Y. Kim*
______________________ October 17, 2005
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc.
By: /s/ Memma S. Kilgannon
______________________ October 17, 2005
Name: Memma S. Kilgannon
Title: Assistant Secretary
/s/ Memma S. Kilgannon
_______________________________________ October 17, 2005
*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 19 of 21 Pages
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., 1345 Enterprise
Drive, West Chester, PA 19380;
President and Director, EB Services Corporation;
President, The Electronics Boutique, Inc.; and
President 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, Secretary
Secretary & Treasurer 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., 1345 Enterprise
Drive, West Chester, PA 19380;
President and Director, EB Services Corporation;
President, The Electronics Boutique, Inc.; and
President 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, 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 of 21 Pages
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., 1345 Enterprise Drive, West Chester, PA 19380;
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 Pages