-----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, Oxt9i/bSk1EBpfx/xDheYunE8ZPi3qcQNH6WnR26KeMsjdntbiLOJ7ev8s/+zRGA wMIOrNyAc/GCuxMDlepNjA== 0000950138-04-000783.txt : 20041122 0000950138-04-000783.hdr.sgml : 20041122 20041122170252 ACCESSION NUMBER: 0000950138-04-000783 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041122 DATE AS OF CHANGE: 20041122 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 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78142 FILM NUMBER: 041161397 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 nov22_13-d.txt DOCSANDPROJECTS/GAMESTOP/2004 FILINGS/NOV22-13D 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 -----END PRIVACY-ENHANCED MESSAGE-----