UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT
OF 1934
(AMENDMENT NO. 5)
ELECTRONICS BOUTIQUE HOLDINGS CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
286045109
(CUSIP Number)
April 9, 2004
(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. Susan Y. Kim
4. David D. Kim, as Trustee
5. John T. Kim, as Trustee
6. Susan Y. Kim, as Trustee
7. David D. Kim Trust of 12/31/87
8. John T. Kim Trust of 12/31/87
9. Susan Y. Kim Trust of 12/31/87
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
11,840,034 shares, or 47.5% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,840,034 shares, or 47.5% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,840,034 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)
47.5% 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
260,894 shares, or 1.0% of the common stock outstanding
6. SHARED VOTING POWER
11,569,101 shares, or 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
260,894 shares, or 1.0% of the common stock outstanding
8. SHARED DISPOSITIVE POWER
11,569,101 shares, or 46.9% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,829,995 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)
47.5% 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
11,569,100 shares, or 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 46.9% 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)
46.9% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
Susan Y. 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
10,000 shares, or less than .1% of the common stock outstanding
6. SHARED VOTING POWER
11,569,100 shares, or 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
10,000 shares, or less than .1% of the common stock outstanding
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 46.9% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,579,100 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)
47.0% 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
13 shares, or less than .1% of the common stock outstanding
6. SHARED VOTING POWER
11,569,100 shares, or 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
13 shares, or less than .1% of the common stock outstanding
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 46.9% 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)
46.9% 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
13 shares, or less than .1% of the common stock outstanding
6. SHARED VOTING POWER
11,569,100 shares, or 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
13 shares, or less than .1% of the common stock outstanding
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 46.9% 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)
46.9% 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
13 shares, or less than .1% of the common stock outstanding
6. SHARED VOTING POWER
11,569,100 shares, or 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
13 shares, or less than .1% of the common stock outstanding
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 46.9% 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)
46.9% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
David D. Kim Trust of 12/31/87
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
13 shares, or less than .1% of the common stock outstanding
6. SHARED VOTING POWER
11,569,100 shares, or 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
13 shares, or less than .1% of the common stock outstanding
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 46.9% 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)
46.9% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
John T. Kim Trust of 12/31/87
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
13 shares, or less than .1% of the common stock outstanding
6. SHARED VOTING POWER
11,569,100 shares, or 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
13 shares, or less than .1% of the common stock outstanding
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 46.9% 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)
46.9% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
Susan Y. Kim Trust of 12/31/87
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
13 shares, or less than .1% of the common stock outstanding
6. SHARED VOTING POWER
11,569,100 shares, or 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
13 shares, or less than .1% of the common stock
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 46.9% 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)
46.9% 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 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 46.9% 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)
46.9% 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 46.9% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
11,569,100 shares, or 46.9% 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)
46.9% 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
1 share, or less than .1% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
1 share, or less than .1% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1 share 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)
Less than .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. Susan Y. Kim
4. David D. Kim, as Trustee
5. John T. Kim, as Trustee
6. Susan Y. Kim, as Trustee
7. David D. Kim Trust of 12/31/87
8. John T. Kim Trust of 12/31/87
9. Susan Y. Kim Trust of 12/31/87
10. EB Nevada, Inc.
11. The Electronics Boutique, Inc.
12. EB Services Corp.
(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:
Susan Y. 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:
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:
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:
David D. Kim Trust of 12/31/87
(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 of 12/31/87
(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 of 12/31/87
(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:
For each reporting person, see response
to Row 5 on cover page.
(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:
For each reporting person, see response
to Row 7 on cover page.
(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. 11,569,100
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 14, 2005
James J. Kim
/s/ Agnes C. Kim* February 14, 2005
Agnes C. Kim
/s/ Susan Y. Kim* February 14, 2005
Susan Y. Kim
/s/ David D. Kim* February 14, 2005
David D. Kim, as Trustee
/s/ John T. Kim* February 14, 2005
John T. Kim, as Trustee
/s/ Susan Y. Kim* February 14, 2005
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87 February 14, 2005
By: /s/ David D. Kim*
David D. Kim, as Trustee
John T. Kim Trust of 12/31/87 February 14, 2005
By: /s/ John T. Kim*
John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87 February 14, 2005
By: /s/ Susan Y. Kim*
Susan Y. Kim, as Trustee
EB Nevada, Inc. February 14, 2005
By: /s/ Susan Y. Kim*
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc. February 14, 2005
By: /s/ Memma S. Kilgannon
Name: Memma S. Kilgannon
Title: Assistant Secretary
EB Services Corp. February 14, 2005
By: /s/ Susan Y. Kim*
Name: Susan Y. Kim
Title: Senior Vice President
/s/ Memma S. Kilgannon* February 14, 2005
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)) may be deemed to be composed of the following persons:
James J. Kim
Agnes C. Kim
Susan Y. Kim
David D. Kim, as Trustee
John T. Kim, as Trustee
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
John T. Kim Trust of 12/31/87
Susan Y. Kim Trust of 12/31/87
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 14, 2005
James J. Kim
/s/ Agnes C. Kim* February 14, 2005
Agnes C. Kim
/s/ Susan Y. Kim* February 14, 2005
Susan Y. Kim
/s/ David D. Kim* February 14, 2005
David D. Kim, as Trustee
/s/ John T. Kim* February 14, 2005
John T. Kim, as Trustee
/s/ Susan Y. Kim* February 14, 2005
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87 February 14, 2005
By: /s/ David D. Kim*
David D. Kim, as Trustee
John T. Kim Trust of 12/31/87 February 14, 2005
By: /s/ John T. Kim*
John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87 February 14, 2005
By: /s/ Susan Y. Kim*
Susan Y. Kim, as Trustee
EB Nevada, Inc. February 14, 2005
By: /s/ Susan Y. Kim*
Name: Susan Y. Kim
Title: Senior Vice President
The Electronics Boutique, Inc. February 14, 2005
By: /s/ Memma S. Kilgannon
Name: Memma S. Kilgannon
Title: Assistant Secretary
EB Services Corp. February 14, 2005
By: /s/ Susan Y. Kim*
Name: Susan Y. Kim
Title: Senior Vice President
/s/ Memma S. Kilgannon* February 14, 2005
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.