UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT
OF 1934
(AMENDMENT No.2)
ELECTRONICS BOUTIQUE HOLDINGS CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
286045109
---------
(CUSIP Number)
August 15, 2002
---------------
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/__/ Rule 13d-1(b)
/__/ Rule 13d-1(c)
/X/ Rule 13d-1(d)
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 the
disclosures provided in a prior cover page.
The information required in 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 ("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).
1. NAME OF REPORTING PERSON
The Group is composed of the following persons:
1. James J. Kim
2. Agnes C. Kim
3. David D. Kim, as Trustee
4. John T. Kim, as Trustee
5. Susan Y. Kim, as Trustee
6. John F.A. Earley, as Trustee
7. David D. Kim Trust
8. John T. Kim Trust
9. Susan Y. Kim Trust
10. EB Nevada, Inc.
11. The Electronics Boutique, Inc.
12. EB Services Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Not applicable; not organized
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,915,272 shares, or 53.6% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,915,272 shares, or 53.6% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,915,272 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
53.6% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
James J. Kim
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,689,995 shares, or 52.6% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,689,995 shares, or 52.6% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,689,995 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.6% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
Agnes C. Kim
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,689,995 shares, or 52.6% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,689,995 shares, or 52.6% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,689,995 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.6% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
David D. Kim, as Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,569,113 shares, or 52.1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,113 shares, or 52.1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,569,113 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
John T. Kim, as Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,569,126 shares, or 52.1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,126 shares, or 52.1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,569,126 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
Susan Y. Kim, as Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,794,377 shares, or 53.1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,794,377 shares, or 53.1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,794,377 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
53.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
John F.A. Earley, as Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,569,139 shares, or 52.1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,139 shares, or 52.1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,569,139 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
David D. Kim Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,569,113 shares, or 52.1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,113 shares, or 52.1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,569,113 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
John T. Kim Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,569,113 shares, or 52.1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,113 shares, or 52.1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,569,113 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
Susan Y. Kim Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,569,113 shares, or 52.1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,113 shares, or 52.1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,569,113 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
EB Nevada, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the State of Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,569,100 shares, or 52.1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 52.1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,569,100 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(CO)
1. NAME OF REPORTING PERSON
The Electronics Boutique, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,569,100 shares, or 52.1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 52.1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,569,100 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(CO)
1. NAME OF REPORTING PERSON
EB Services Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
11,569,101 shares, or 52.1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,101 shares, or 52.1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,569,101 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(CO)
ITEM 1. (a) Name of Issuer: Electronics Boutique Holdings Corp.
(b) Address of Issuer's Principal Executive Offices:
931 South Matlack Street
West Chester, PA 19382
ITEM 2. (a) Name of Person Filing:
The following persons and the Group composed of the
following persons:
1. James J. Kim
2. Agnes C. Kim
3. David D. Kim, as Trustee
4. John T. Kim, as Trustee
5. Susan Y. Kim, as Trustee
6. John F.A. Earley, as Trustee
7. David D. Kim Trust
8. John T. Kim Trust
9. Susan Y. Kim Trust
10. EB Nevada, Inc.
11. The Electronics Boutique, Inc.
(b) Address of Principal Business Office, or if none, Residence:
For each reporting person:
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship:
Not applicable; not organized
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
James J. Kim
(b) Address of Principal Business Office, or if none, Residence:
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship:
United States Citizen
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
Agnes C. Kim
(b) Address of Principal Business Office, or if none, Residence:
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship:
United States Citizen
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
David D. Kim, as Trustee
(b) Address of Principal Business Office, or if none, Residence:
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship:
United States Citizen
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing: Susan Y. Kim, as Trustee
(b) Address of Principal Business Office, or if none, Residence:
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship:
United States Citizen
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
John F.A. Earley, as Trustee
(b) Address of Principal Business Office, or if none, Residence:
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship:
United States Citizen
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
John T. Kim, as Trustee
(b) Address of Principal Business Office, or if none, Residence:
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship:
United States Citizen
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
David D. Kim Trust
(b) Address of Principal Business Office, or if none, Residence:
1345 Enterprise Drive
West Chester, PA 19380
(c) Organization:
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
John T. Kim Trust
(b) Address of Principal Business Office, or if none, Residence:
1345 Enterprise Drive
West Chester, PA 19380
(c) Organization:
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
Susan Y. Kim Trust
(b) Address of Principal Business Office, or if none, Residence:
1345 Enterprise Drive
West Chester, PA 19380
(c) Organization:
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
EB Nevada, Inc.
(b) Address of Principal Business Office, or if none, Residence:
2251A Renaissance Drive, Suite 4
Las Vegas, NV 89119
(c) Organization:
Organized in the State of Nevada
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
The Electronics Boutique, Inc.
(b) Address of Principal Business Office, or if none, Residence:
931 South Matlack Street
West Chester, PA 19382
(c) Organization:
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 2. (a) Name of Person Filing:
EB Services Corp.
(b) Address of Principal Business Office, or if none, Residence:
931 South Matlack Street
West Chester, PA 19382
(c) Organization:
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number: 286045109
ITEM 3. Not Applicable
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
For each reporting person, see response to Row 9 on cover page.
(b) Percent of Class: For each reporting person, see response to
Row 11 on cover page.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Not Applicable
(ii) Shared power to vote or to direct the vote:
For each reporting person, see response to Row 6 on cover
page.
(iii) Sole power to dispose or to direct the disposition :
Not Applicable
(iv) Shared power to dispose or to direct the disposition of:
For each reporting person, see response to Row 8 on cover
page.
Each reporting person states that the filing of this statement on Schedule 13G
shall not be construed as an admission that such reporting person is, for the
purposes of section 13(d) or 13(g) of the Act, the beneficial owner of the
shares of common stock reported as beneficially owned by the other reporting
persons in this statement on Schedule 13G.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
EB Nevada, Inc., a Nevada corporation, is a wholly-owned subsidiary of
The Electronics Boutique, Inc. All of the shares of the Issuer
reported herein are held directly by EB Nevada, Inc.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Exhibit A attached hereto.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
This statement on Schedule 13G is filed on behalf of each of the undersigned
persons and the Group. After reasonable inquiry and to the best of my knowledge
and belief, each of the undersigned persons certifies that the information set
forth in this statement is true, complete and correct insofar as the information
pertains to the undersigned.
/s/ James J. Kim* February 13, 2003
-----------------
James J. Kim
/s/ Agnes C. Kim* February 13, 2003
-----------------
Agnes C. Kim
/s/ David D. Kim* February 13, 2003
-----------------
David D. Kim, as Trustee
/s/ John T. Kim* February 13, 2003
----------------
John T. Kim, as Trustee
/s/ John F.A. Earley* February 13, 2003
---------------------
John F.A. Earley, as Trustee
/s/ Susan Y. Kim* February 13, 2003
-----------------
Susan Y. Kim, as Trustee
David D. Kim Trust February 13, 2003
By: /s/ David D. Kim*
-----------------
David D. Kim, as Trustee
John T. Kim Trust February 13, 2003
By: /s/ John T. Kim*
-----------------
John T. Kim, as Trustee
Susan Y. Kim Trust February 13, 2003
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee
EB Nevada, Inc. February 13, 2003
By: /s/ Susan Y. Kim*
------------------
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc. February 13, 2003
By: /s/ Marcia R. Tillery
----------------------
Name: Marcia R. Tillery
Title: Secretary
EB Services Corp. February 13, 2003
By: /s/ Susan Y. Kim*
-----------------
Name: Susan Y. Kim
Title: Senior Vice President
* /s/ Memma S. Kilgannon February 13, 2003
----------------------
Memma S. Kilgannon, as
attorney-in fact for each
reporting person indicated,
pursuant to powers-of-
attorney previously filed with the
U.S. Securities and Exchange
Commission.
EXHIBIT A
This Agreement made by the undersigned persons certifies that each
undersigned person agrees that the statement on Schedule 13G to which this
Exhibit A is attached is filed on behalf of each of them and the Group. The
"Group" (as defined in Rule 13d-5(b)) is composed of the following persons:
James J. Kim
Agnes C. Kim
David D. Kim, as Trustee
John T. Kim, as Trustee
Susan Y. Kim, as Trustee
John F.A. Earley, as Trustee
David D. Kim Trust
John T. Kim Trust
Susan Y. Kim Trust
EB Nevada, Inc.
The Electronics Boutique, Inc.; and
EB Services Corp.
Each undersigned person further agrees that the information as it pertains
to each undersigned is accurate and complete, and that each undersigned has no
knowledge or reason to believe that information as it relates to the other
persons making this filing is inaccurate.
/s/ James J. Kim* February 13, 2003
-----------------
James J. Kim
/s/ Agnes C. Kim* February 13, 2003
-----------------
Agnes C. Kim
/s/ David D. Kim* February 13, 2003
-----------------
David D. Kim, as Trustee
/s/ John T. Kim* February 13, 2003
----------------
John T. Kim, as Trustee
/s/ John F.A. Earley* February 13, 2003
---------------------
John F.A. Earley, as Trustee
/s/ Susan Y. Kim* February 13, 2003
-----------------
Susan Y. Kim, as Trustee
David D. Kim Trust February 13, 2003
By: /s/ David D. Kim*
-----------------
David D. Kim, as Trustee
John T. Kim Trust February 13, 2003
By: /s/ John T. Kim*
-----------------
John T. Kim, as Trustee
Susan Y. Kim Trust February 13, 2003
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee
EB Nevada, Inc. February 13, 2003
By: /s/ Susan Y. Kim*
----------------------
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc. February 13, 2003
By: /s/ Marcia R. Tillery
---------------------
Name: Marcia R. Tillery
Title: Secretary
EB Services Corp. February 13, 2003
By: /s/ Susan Y. Kim*
-----------------
Name: Susan Y. Kim
Title: Senior Vice President
* /s/ Memma S. Kilgannon February 13, 2003
----------------------
Memma S. Kilgannon, as
attorney-in fact for each
reporting person indicated,
pursuant to powers-of-
attorney previously filed with the
U.S. Securities and Exchange
Commission.