X0202 4 2005-10-08 1 0001057746 ELECTRONICS BOUTIQUE HOLDINGS CORP ELBO 0001158839 KIM JAMES J 931 SOUTH MATLACK STREET WEST CHESTER PA 19382 1 1 1 1 Chairman See Remarks Common Stock 2005-10-08 4 D 0 11569101 D 0 I See Footnote Common Stock 2005-10-08 4 D 0 60 D 0 D Stock Option (Right to Buy) 16.17 2005-10-08 4 D 0 16666 47.33 D 2013-03-19 Common Stock 16666 0 D Stock Option (Right to Buy) 29.20 2005-10-08 4 D 0 20000 34.30 D 2014-04-09 Common Stock 20000 0 D The reported shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 17, 2005, among GameStop Corp., GameStop, Inc., GSC Holdings Corp. ("GSC Holdings"), Cowboy Subsidiary LLC, Eagle Subsidiary LLC and the Issuer for $38.15 in cash and .78795 of a share of GSC Holdings Corp. Class A Common Stock for each share of the Issuer. 11,569,100 of the reported shares may have been deemed to be indirectly owned by the reporting person through EB Nevada Inc., which is wholly owned by The Electronics Boutique, Inc., which is jointly owned by the reporting person and members of his family and certain family trusts. EB Services Corporation, which is wholly owned by the reporting person, disposed of one share of the Issuer pursuant to the Merger Agreement. The reporting person states that this filing shall not be deemed an admission that such person is for purposes of Section 16 of the Act or otherwise, the beneficial owner of the equity securities covered by this statement. The reported shares were disposed of pursuant to the Merger Agreement for $38.15 in cash and .78795 of a share of GSC Holdings Corp. Class A Common Stock for each share of the Issuer. The reported shares were owned jointly and severally by the reporting person and Agnes C. Kim. This option, which provided for vesting in three equal annual installments beginning on March 4, 2004, was cancelled in the merger of the Issuer with Eagle Subsidiary LLC pursuant to the terms of the Merger Agreement, in exchange for a cash payment of $778,802, representing the difference between the cash value of a share of the Issuer's common stock as of the effective date of the merger under the Merger Agreement ($63.50 per share) and the exercise price for the option, multiplied by the number of shares for which such option is exercisable held by the reporting person. Pursuant to the Merger Agreement, the cash value of a share of the Issuer's common stock as of the effective date of the merger was calculated as follows: the cash value of a share of the Issuer's common stock equals the sum of (a) $38.15 and (b) (i) 0.78795 multiplied by (ii) $32.17, representing the average of the closing prices for GameStop Corp's Class A common stock for the ten trading day period ending on October 6, 2005. This option, which provided for vesting in three equal annual installments beginning on April 9, 2005, was cancelled in the merger of the Issuer with Eagle Subsidiary LLC pursuant to the terms of the Merger Agreement, in exchange for a cash payment of $686,000, representing the difference between the cash value of a share of the Issuer's common stock as of the effective date of the merger under the Merger Agreement ($63.50 per share) and the exercise price for the option, multiplied by the number of shares for which such option is exercisable held by the reporting person. The reporting person may be deemed to be a member of a group that owned in excess of 10% of the outstanding stock of the Issuer. Such group consists of (i) the reporting person, (ii) John T. Kim, as settler, trustee and beneficiary of the John T. Kim Trust of 12/31/87, (iii) David D. Kim, as settler, trustee and beneficiary of the David D. Kim Trust of 12/31/ 87, (iv) Susan Y. Kim, as settler, trustee and beneficiary of the Susan Y. Kim Trust of 12/31/87, (v) Agnes C. Kim, the wife of the reporting person, (vi) EB Nevada Inc. and (vii) The Electronics Boutique Inc. John T. Kim, David D. Kim and Susan Y. Kim are the children of Agnes C. Kim and James J. Kim. The reporting person disclaims beneficial ownership of any securities of the Issuer that were held by the other members of this group, and this statement shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other reason. James J. Kim 2005-10-11