-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DN2CsfKCscxlO0AY6RcgCHkzLAmfQ3WtRl2zyn5lnFDMNMWm7RJmNJpWFke+JvtG QKZGwlS5RTo7NJ69k+iwdw== 0000910643-02-000068.txt : 20020415 0000910643-02-000068.hdr.sgml : 20020415 ACCESSION NUMBER: 0000910643-02-000068 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020308 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GAMESTOP CORP CENTRAL INDEX KEY: 0001157644 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-COMPUTER & COMPUTER SOFTWARE STORES [5734] IRS NUMBER: 752951347 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78142 FILM NUMBER: 02570320 BUSINESS ADDRESS: STREET 1: 2250 WILLIAM D. TATE AVE. CITY: GRAPEVINE STATE: TX ZIP: 76051 BUSINESS PHONE: 8174242159 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIGGIO LEONARD CENTRAL INDEX KEY: 0000927587 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE STREET 2: C/O BARNES & NOBLE INC CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 SC 13D 1 march13d_gamestop-lriggio.txt MISC\MARCH 13D-GAMESTOP-L RIGGIO 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 $.001 per share ----------------------------------------------- (Title of Class of Securities) 36 466R 10 1 ------------ (CUSIP Number) R. Richard Fontaine 2250 William D. Tate Avenue Grapevine, Texas 76051 (817) 424-2000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 13, 2002 ----------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). _____________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) 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 _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 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) 17.8% _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON IN _____________________________________________________________________________ 2 Item 1. Security and Issuer. This statement on Schedule 13D is filed in connection with the Class A Common Stock, par value $.001 per share (the "Class A Common Stock"), of GameStop Corp., a Delaware corporation (the "Company"), with its principal executive offices at 2250 William D. Tate Avenue, Grapevine, Texas 76051. Item 2. Identity and Background. (a) The 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, NY 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, NY 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 Persian 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 February 13, 2002, the Company granted the Reporting Person an immediately exercisable option to purchase 4,500,000 shares of Class A Common Stock (the "Shares") at a price of $4.51 per share. The option was granted pursuant to the Company's 2001 Incentive Plan as a replacement option (with the same terms) for an option originally granted by GameStop, Inc. on June 13, 2001 under its 2000 Incentive Plan. 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) The Reporting Person beneficially owns 4,500,000 shares of Class A Common Stock, or 17.8% of the Class A Common Stock issued and outstanding as of March 1, 2002. The Reporting Person has a right to acquire all of the Shares. After giving effect to the Class B Common Stock 3 of the Company outstanding as of March 1, 2002, the Shares would constitute a 7.3% economic interest, and a 1.2% voting interest, in the Company. (b) The Reporting Person has sole power to vote or to direct to vote all the Shares. (c) The Reporting Person has not effected any transactions in the Shares during the past sixty days. (d) 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 Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In connection with the initial public offering of the Company, the Reporting Person entered into a lock-up agreement with Salomon Smith Barney Inc., the lead underwriter of the offering, pursuant to which the Reporting Person agreed that, until August 12, 2002, the Reporting Person will not dispose of or hedge any of his Shares of Class A Common Stock or any securities convertible into, or exercisable or exchangeable for, the Class A Common Stock. Item 7. Material to be Filed as Exhibits 1. Lock-Up Agreement, dated as of January 28, 2002, between Salomon Smith Barney Inc. and Leonard Riggio. 4 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 ----------------------- Leonard Riggio Dated: March 8, 2002 5 EXHIBIT INDEX Exhibit No. Description 1. Lock-Up Agreement, dated as of January 28, 2002, between Salomon Smith Barney Inc. and Leonard Riggio 7 EX-1 3 ex1.txt Exhibit 1 GameStop Corp. -------------- Public Offering of Common Stock ------------------------------- January 28, 2002 Salomon Smith Barney Inc. UBS Warburg LLC SunTrust Capital Markets, Inc. William Blair & Company, L.L.C. As Representatives of the several Underwriters, c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between GameStop Corp., a Delaware corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Class A Common Stock, $.001 par value (the "Common Stock"), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of one hundred and eighty (180) days after the date of the Underwriting Agreement. Notwithstanding the foregoing, the undersigned may transfer any or all of the shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock owned by the undersigned either during his or her lifetime or on death, by gift, will or intestate succession to his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family or to a charitable trust of which the undersigned and/or a member or members of his or her immediate family are the sole trustee(s); provided, however, that in any such transfer, it shall be a condition to such transfer that the transferee execute an agreement stating that the transferee is receiving and holding the shares of Common Stock subject to, and the transferee agrees to be bound by, the provisions of this letter agreement, and there shall be no further transfer of such shares of Common Stock except in accordance with this letter agreement. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, /s/ Leonard Riggio ------------------ Leonard Riggio -----END PRIVACY-ENHANCED MESSAGE-----