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 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)
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).
(Page 1 of 6 Pages)
CUSIP No. 36466R 20 0 13D Page 2 of 6
_______________________________________________________________________________
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
Leonard Riggio
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
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)
18.6%
_______________________________________________________________________________
TYPE OF REPORTING PERSON*
14
IN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 36466R 20 0 13D Page 3 of 6
Item 1. Security and Issuer.
This statement constitutes Amendment No. 1 ("Amendment No. 1") to the Statement
on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange
Commission by Leonard Riggio (the "Reporting Person") 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").
In accordance with Exchange Act Rule 13d-2, this Amendment No. 1 amends and
supplements only information that has materially changed since the November 22,
2004 filing by the Reporting Person of the Schedule 13D. Unless otherwise
indicated herein, terms used but not otherwise defined in this Amendment No. 1
shall have the same resepctive meanings herein as are ascribed to such terms in
the Schedule 13D.
Item 4. Purpose of Transaction
The following Item 4 of Schedule 13D is hereby amended and supplemented by
adding the following:
This Amendment No. 1 relates to a voting agreement (the "Voting Agreement")
entered into by the Reporting Person, Barnes & Noble College Booksellers, Inc.
and The Riggio Foundation (the "Stockholders") and Electronics Boutique Holdings
Corp., a Delaware corporation ("EB"), in connection with the execution of an
Agreement and Plan of Merger (the "Merger Agreement") among the Company, EB,
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" and,
together with GameStop Merger Sub, the "Merger Subs") providing for a business
combination whereby (i) GameStop, Inc. formed Holdco, (ii) GameStop Merger Sub
will merge into the Company (the "GameStop Merger") with the Company as the
surviving corporation and (iii) EB Merger Sub will merge into EB (the "EB
Merger" and, together with the GameStop Merger, the "Mergers") with EB as the
surviving corporation and the Company and EB will become direct wholly-owned
subsidiaries of Holdco.
At the Effective Time (as defined in the Merger Agreement), the Company
stockholders will be entitled to receive in exchange for each share of Class A
Common Stock, par value $.001 per share ("Class A Common Stock" and together
with Class B Common Stock, the "Company Common Stock"), one share of Holdco
Class A Common Stock and for each share of Class B Common Stock, one share of
Holdco Class B Common Stock. EB stockholders will be entitled to receive in
exchange for each share of Common Stock of EB (i) $38.15 in cash without
interest and (ii) .78795 shares of Holdco Class A Common Stock.
Pursuant to the Voting Agreement, the Stockholders have agreed to vote the
shares of Company Common Stock beneficially owned by the Stockholders in favor
of the adoption of the
CUSIP No. 36466R 20 0 13D Page 4 of 6
Merger Agreement. In addition, the Stockholders have agreed to vote against any
proposal (i) in opposition to adoption of the Merger Agreement or in competition
or inconsistent with the GameStop Merger or any transaction contemplated by the
Merger Agreement, (ii) any GameStop Takeover Proposal (as defined in the Merger
Agreement), (iii) any change in the management or board of directors of GameStop
(other than as contemplated by the Merger Agreement) and (iv) any action or
agreement that would result in a breach of any representation, warrant, covenant
or agreement or any other obligation of GameStop under the Merger Agreement or
of such Stockholder under the Voting Agreement. The Stockholders have also
agreed that they will not directly or indirectly, sell, transfer, assign,
pledge, encumber or otherwise dispose of any of the Company Comon Stock, or any
interest therein, or any other securities convertible into or exchangeable for
Common Stock of the Company (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 each Stockholder, (c)
transfers to family members of any Stockholder 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 decent or distribution,
or (e) with the prior written consent of EB.
Pursuant to the Voting Agreement, the Stockholders have appointed R.
Richard Fontaine and Daniel A. DeMatteo as their proxy to vote all of shares of
Company Common Stock at any annual or special meeting of the stockholders (a) in
favor of the adoption of the Merger Agreement and (b) against any action
referred to in clauses (i) through (iv) in the paragraph 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 Voting Agreement contained in
this Amendment No. 1 are qualified in their entirety by reference to such
agreements, copies of which are included as Exhibit 1 and Exhibit 2 to this
Amendment No. 1, respectively, and are incorporated by reference herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of Schedule 13D is hereby amended and supplemented to include the
following:
The matters set forth in Item 4 above are incorporated in this Item 6 by
reference as if fully set forth herein.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented to include
the following:
1. Agreement and Plan of Merger, dated as of April 17, 2005, among GameStop
Corp., Electronics Boutique Holdings Corp., GameStop, Inc., GSC Holdings Corp.,
Cowboy Subsidiary LLC
CUSIP No. 36466R 20 0 13D Page 5 of 6
and Eagle Subsidiary LLC (incorporated by reference to Exhibit 2.1 of the Form
8-K filed by Electronics Boutique Holdings Corp. on April 18, 2005).
2. Voting Agreement, dated as of April 17, 2005, between Leonard Riggio,
Barnes & Noble College Booksellers, Inc., The Riggio Foundation, GameStop Corp.
and Electronics Boutique Holdings Corp. (incorporated by reference to Exhibit
9.1 to the Company's Current Report on Form 8-K, dated as of April 18, 2005).
CUSIP No. 36466R 20 0 13D Page 6 of 6
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 18, 2005
/s/ Leonard Riggio
---------------------------------
Leonard Riggio