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 B Common Stock, par value $.001 per share
-----------------------------------------------
(Title of Class of Securities)
36466R 20 0
--------------
(CUSIP Number)
R. Richard Fontaine
2250 William D. Tate Avenue
Grapevine, Texas 76051
Tel. No.: (817) 424-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 12, 2004
(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).
Page 2 of 4 Pages)
_______________________________________________________________________________
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
_______________________________________________________________________________
SOURCE OF FUNDS*
4
Not applicable.
_______________________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEM 2(d) or 2(e)
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,601,990
_______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 654,946
_______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,601,990
_______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 654,946
_______________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,559,648
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
_______________________________________________________________________________
TYPE OF REPORTING PERSON*
14
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 4
Item 1. Security and Issuer.
This statement on Schedule 13D is being filed in connection with the
Class B Common Stock, par value $.001 per share (the "Class B Common
Stock"), of GameStop Corp., a Delaware corporation with its principal
executive offices at 2250 William D. Tate Avenue, Grapevine, Texas
76051 (the "Company").
Item 2. Identity and Background.
(a) This 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, New York 10011
(c) The principal occupation of the Reporting Person is Chairman of
the Board of Barnes & Noble, Inc., a retail bookseller with its
principal offices located at 122 Fifth Avenue, New York, New York
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 judgement, 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.
Not applicable.
Item 4. Purpose of Transaction
On November 12, 2004, the Reporting Person acquired from Barnes &
Noble, Inc. ("Barnes & Noble") 5,559,648 shares of Class B Common
Stock of the Company in connection with Barnes & Noble's spin-off of
all of its Class B Common Stock of the Company to Barnes & Noble's
stockholders.
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 (15.4%) of Class B Common Stock. The Reporting Person is the
direct beneficial owner of 3,475,077 shares of 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 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 Class B Common Stock
owned by B&N College. The Reporting Person is also the indirect
beneficial owner of 302,712 shares of 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 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, Louis 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 Class B Common Stock of the Company 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 Class B Common Stock.
(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.
page 4 of 4
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: November 22, 2004
/s/ Leonard Riggio
---------------------------
Leonard Riggio