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.
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(Name of Issuer)
Class A Common Stock, par value $.001 per share
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(Title of Class of Securities)
36 466R 10 1
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(CUSIP Number)
R. Richard Fontaine
2250 William D. Tate Avenue
Grapevine, Texas 76051
(817) 424-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, 2005
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(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).
CUSIP No. 36 466R 10 1 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
_______________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_______________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 4,500,000
_______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
_______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 4,500,000
_______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
_______________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
4,500,000
_______________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
_______________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.7%
_______________________________________________________________________________
TYPE OF REPORTING PERSON
12
IN
_______________________________________________________________________________
CUSIP No. 36 466R 10 1 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 A Common Stock, par value $.001 per share (the "Class A 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 March 8, 2002
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 one share of Holdco Class A Common Stock and for each share of
Class B Common Stock, par value $.001 per share ("Class B Common Stock" and
together with Class A Common Stock, "Company 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. 36 466R 10 1 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, warranty,
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.
CUSIP No. 36 466R 10 1 13D Page 5 of 6
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 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. 36 466R 10 1 13D Page 6 of 6
Signatures
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
accurate.
/s/ Leonard Riggio
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Leonard Riggio
Dated: April 18, 2005