-----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, BfdQ0aITbM03o7ihWb6lvtqIAdSNVPt3WYSOsKZAzmqnX/8PgrqedCIqSs40Ewr7 jvBNLgmocobG7n3Fsyqw3w== 0001137439-05-000240.txt : 20051017 0001137439-05-000240.hdr.sgml : 20051017 20051017175111 ACCESSION NUMBER: 0001137439-05-000240 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20051008 FILED AS OF DATE: 20051017 DATE AS OF CHANGE: 20051017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIM DAVID D CENTRAL INDEX KEY: 0001158924 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 051141667 BUSINESS ADDRESS: STREET 1: 1345 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIM JOHN T CENTRAL INDEX KEY: 0001158926 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 051141668 BUSINESS ADDRESS: STREET 1: 1345 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIM AGNES C CENTRAL INDEX KEY: 0001158840 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 051141665 BUSINESS ADDRESS: STREET 1: 1345 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUSAN Y KIM TRUST OF 12/31/87 CENTRAL INDEX KEY: 0001158841 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 051141666 BUSINESS ADDRESS: STREET 1: 1345 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAVID D KIM TRUST OF 12/31/87 CENTRAL INDEX KEY: 0001158842 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 051141670 BUSINESS ADDRESS: STREET 1: 1345 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHN T KIM TRUST OF 12/31/87 CENTRAL INDEX KEY: 0001158843 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 051141663 BUSINESS ADDRESS: STREET 1: 1345 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EB NEVADA INC CENTRAL INDEX KEY: 0001158845 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 051141664 BUSINESS ADDRESS: STREET 1: 1345 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIM SUSAN Y CENTRAL INDEX KEY: 0001158922 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 051141669 BUSINESS ADDRESS: STREET 1: 1345 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELECTRONICS BOUTIQUE INC CENTRAL INDEX KEY: 0001058427 STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 051141662 BUSINESS ADDRESS: STREET 1: 1345 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GameStop Corp. CENTRAL INDEX KEY: 0001326380 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-COMPUTER & COMPUTER SOFTWARE STORES [5734] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 625 WESTPORT PARKWAY CITY: GRAPEVINE STATE: TX ZIP: 76051 BUSINESS PHONE: 817-424-2000 MAIL ADDRESS: STREET 1: 625 WESTPORT PARKWAY CITY: GRAPEVINE STATE: TX ZIP: 76051 FORMER COMPANY: FORMER CONFORMED NAME: GSC Holdings Corp. DATE OF NAME CHANGE: 20050506 3 1 form3102005_ex.xml X0202 3 2005-10-08 0 0001326380 GameStop Corp. GME 0001158922 KIM SUSAN Y 1345 ENTERPRISE DRIVE WEST CHESTER PA 19380 0 0 1 1 See Exhibit 1 0001158926 KIM JOHN T 1345 ENTERPRISE DRIVE WEST CHESTER PA 19380 0 0 1 1 See Exhibit 1 0001158924 KIM DAVID D 1345 ENTERPRISE DRIVE WEST CHESTER PA 19380 0 0 1 1 See Exhibit 1 0001158841 SUSAN Y KIM TRUST OF 12/31/87 1345 ENTERPRISE DRIVE WEST CHESTER PA 19380 0 0 1 1 See Exhibit 1 0001158840 KIM AGNES C 1345 ENTERPRISE DRIVE WEST CHESTER PA 19380 0 0 1 1 See Exhibit 1 0001158845 EB NEVADA INC 1345 ENTERPRISE DRIVE WEST CHESTER PA 19380 0 0 1 1 See Exhibit 1 0001158842 DAVID D KIM TRUST OF 12/31/87 1345 ENTERPRISE DRIVE WEST CHESTER PA 19380 0 0 1 1 See Exhibit 1 0001158843 JOHN T KIM TRUST OF 12/31/87 1345 ENTERPRISE DRIVE WEST CHESTER PA 19380 0 0 1 1 See Exhibit 1 0001058427 ELECTRONICS BOUTIQUE INC 1345 ENTERPRISE DRIVE WEST CHESTER PA 19380 0 0 1 1 See Exhibit 1 Common stock, par value $.001 per share 10 D Common stock, par value $.001 per share 10 D Common stock, par value $.001 per share 10 D Common stock, par value $.001 per share 10 I See Exhibit 5 Common stock, par value $.001 per share 10 I See Exhibit 6 Common stock, par value $.001 per share 10 I See Exhibit 7 Common stock, par value $.001 per share 47 D Common stock, par value $.001 per share 9115873 D Common stock, par value $.001 per share 9115873 D See Exhibit 2 See Exhibit 3 See Exhibit 4 See Exhibit 8 See Exhibit 9 See Exhibit 10 Each of the reporting persons disclaims beneficial ownership of the securities, and this report 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 or for any other purpose. In connection with an Agreement and Plan of Merger ("Merger Agreement"), dated as of April 17, 2005, among GameStop Corp., Electronics Boutique Holdings Corp. ("EB"), and certain other parties, each of the reporting persons received the reported shares of the Issuer in exchange for shares of EB common stock, previously held by the reporting person. Exhibit 11: Joint Filer Information and Signatures. Exhibit 12: Powers of Attorney for David T. Kim, Susan Y. Kim, John T. Kim and Agnes C. Kim. /s/ Memma Kilgannon, Attorney in Fact for Susan Y. Kim 2005-10-14 EX-99 2 exhibit1.htm Exhibit 1 

                                                                       Exhibit 1

The reporting  persons filing this Form 3 may be deemed 10% owners as a group of
which  James J. Kim may also be deemed a member.  See Exhibit 11 for Joint filer
Information and Exhibit 12 for Powers of Attorney.
EX-99 3 exhibit2.htm Exhibit 2 
                                                                       Exhibit 2

By Susan Y. Kim Trust

EB Nevada Inc. is the  beneficial  owner of 9,115,873  shares of the Issuer.  EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique,  Inc., all
of the outstanding  capital stock of which is owned by James J. Kim and Agnes C.
Kim (the  parents  of Susan Y.  Kim,  John T. Kim and  David D. Kim) and the Kim
family  trusts,  which are the David D. Kim Trust of December 31, 1987, the John
T. Kim Trust of December  31,  1987 and the Susan Y. Kim Trust of  December  31,
1987. Susan Y. Kim is the settlor,  trustee, and beneficiary of the Susan Y. Kim
Trust.  In  addition,  the trust  agreement  for each of the Kim  family  trusts
authorizes  the trustees of the trusts to vote the shares of Common Stock of the
issuer held by them, in their discretion, in concert with James J. Kim's family.
EX-99 4 exhibit3.htm Exhibit 3 
                                                                       Exhibit 3

By David D. Kim Trust

EB Nevada Inc. is the  beneficial  owner of 9,115,873  shares of the Issuer.  EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique,  Inc., all
of the outstanding  capital stock of which is owned by James J. Kim and Agnes C.
Kim (the  parents  of Susan Y.  Kim,  John T. Kim and  David D. Kim) and the Kim
family  Trusts,  which are the David D. Kim Trust of December 31, 1987, the John
T. Kim Trust of December  31,  1987 and the Susan Y. Kim Trust of  December  31,
1987. David D. Kim is the settlor,  trustee, and beneficiary of the David D. Kim
Trust.  In  addition,  the trust  agreement  for each of the Kim  family  trusts
authorizes  the trustees of the trusts to vote the shares of Common Stock of the
issuer held by them, in their discretion, in concert with James J. Kim's family.
EX-99 5 exhibit4.htm Exhibit 4 

                                                                       Exhibit 4

By John T. Kim Trust

EB Nevada Inc. is the  beneficial  owner of 9,115,873  shares of the Issuer.  EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique,  Inc., all
of the outstanding  capital stock of which is owned by James J. Kim and Agnes C.
Kim (the  parents  of Susan Y.  Kim,  John T. Kim and  David D. Kim) and the Kim
family  trusts,  which are the David D. Kim Trust of December 31, 1987, the John
T. Kim Trust of December  31,  1987 and the Susan Y. Kim Trust of  December  31,
1987.  John T. Kim is the settlor,  trustee,  and beneficiary of the John T. Kim
Trust.  In  addition,  the trust  agreement  for each of the Kim  family  trusts
authorizes  the trustees of the trusts to vote the shares of Common Stock of the
issuer held by them, in their discretion, in concert with James J. Kim's family.
EX-99 6 exhibit5.htm Exhibit 5 
                                                                       Exhibit 5

By David D. Kim as settlor, trustee, and beneficiary of the David D. Kim Trust
EX-99 7 exhibit6.htm Exhibit 6 

                                                                       Exhibit 6

By John T. Kim as settlor, trustee, and beneficiary of the John T. Kim Trust
EX-99 8 exhibit7.htm Exhibit 7 

                                                                       Exhibit 7

By Susan Y. Kim as settlor, trustee, and beneficiary of the Susan Y. Kim Trust
EX-99 9 exhibit8.htm Exhibit 8 

                                                                       Exhibit 8

By Agnes C. Kim jointly and severally with James J. Kim

Shares received,  pursuant to the Merger Agreement, in exchange for 60 shares of
EB common stock,  which Agnes C. Kim owned  jointly and severally  with James J.
Kim.  Agnes C. Kim is the spouse of James J. Kim and the mother of Susan Y. Kim,
John T. Kim and David D. Kim.  Agnes Kim owns the  reported  shares  jointly and
severally with James J. Kim.
EX-99 10 exhibit9.htm Exhibit 9 

                                                                      Exhibit 9

By EB Nevada Inc.

EB Nevada Inc. is the  beneficial  owner of 9,115,873  shares of the Issuer.  EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique,  Inc., all
of the outstanding  capital stock of which is owned by James J. Kim and Agnes C.
Kim (the  parents  of Susan Y.  Kim,  John T. Kim and  David D. Kim) and the Kim
Trusts,  which are the David D. Kim Trust of December 31, 1987,  the John T. Kim
Trust of  December  31, 1987 and the Susan Y. Kim Trust of  December  31,  1987.
EX-99 11 exhibit10.htm Exhibit 9 

                                                                      Exhibit 10

By The Electronics Boutique, Inc.

EB Nevada Inc. is the  beneficial  owner of 9,115,873  shares of the Issuer.  EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique,  Inc., all
of the outstanding  capital stock of which is owned by James J. Kim and Agnes C.
Kim (the  parents  of Susan Y.  Kim,  John T. Kim and  David D. Kim) and the Kim
Trusts,  which are the David D. Kim Trust of December 31, 1987,  the John T. Kim
Trust of  December  31, 1987 and the Susan Y. Kim Trust of  December  31,  1987.
EX-99 12 exhibit11.htm Exhibit 10 

                                                                      Exhibit 11

Joint Filer Information

Name of Joint Filer:       John T. Kim individually and as settlor, trustee, and
                           beneficiary of John T. Kim Trust of 12/31/87

Address:                   1345 Enterprise Drive
                           West Chester, Pennsylvania 19380

Designated Filer:          Susan Y. Kim

Issuer & Ticker Symbol:    GameStop Corp. (GME)

Date of Event Requiring
Statement:
                           October 8, 2005

Signature:                 /S/ MEMMA S. KILGANNON
                           As Attorney-in-Fact for John T. Kim, in his capacities
                           listed above (see attached power of attorney)

                                  * * * * * * *

Name of Joint Filer:       David D. Kim individually and as settlor, trustee and
                           beneficiary of David D. Kim Trust of 12/31/87

Address:                   1345 Enterprise Drive
                           West Chester, Pennsylvania 19380

Designated Filer:          Susan Y. Kim

Issuer & Ticker Symbol:    GameStop Corp. (GME)

Date of Event
Requiring Statement:       October 8, 2005

Signature:                 /S/ MEMMA S. KILGANNON
                           As Attorney-in-Fact for David D. Kim, in his
                           capacities listed above (see attached power of
                           attorney)

                                  * * * * * * *

Name of Joint Filer:       Susan Y. Kim individually and as settlor, trustee and
                           beneficiary of Susan Y. Kim Trust of 12/31/87

Address:                   1345 Enterprise Drive
                           West Chester, Pennsylvania 19380

Designated Filer:          Susan Y. Kim

Issuer & Ticker Symbol:    GameStop Corp. (GME)

Date of Event
Requiring Statement:       October 8, 2005

Signature:                 /S/ MEMMA S. KILGANNON
                           As Attorney-in-Fact for Susan Y. Kim, in her
                           capacities listed above (see attached power of
                           attorney)

                                  * * * * * * *

Name of Joint Filer:       Agnes C. Kim

Address:                   1345 Enterprise Drive
                           West Chester, Pennsylvania 19380

Designated Filer:          Susan Y. Kim

Issuer & Ticker Symbol:    GameStop Corp. (GME)

Date of Event
Requiring Statement:       October 8, 2005

Signature:                 /S/ MEMMA S. KILGANNON
                           As Attorney-in-Fact for Agnes C. Kim,
                           (see attached power of attorney)

                                  * * * * * * *

Name of Joint Filer:       EB Nevada, Inc.

Address:                   1345 Enterprise Drive
                           West Chester, Pennsylvania 19380

Designated Filer:          Susan Y. Kim

Issuer & Ticker Symbol:    GameStop Corp. (GME)

Date of Event
Requiring Statement:       October 8, 2005

Signature:                 /S/ SUSAN Y. KIM


                                  * * * * * * *

Name of Joint Filer:       The Electronics Boutique, Inc.

Address:                   1345 Enterprise Drive
                           West Chester, Pennsylvania 19380

Designated Filer:          Susan Y. Kim

Issuer & Ticker Symbol:    GameStop Corp. (GME)

Date of Event
Requiring Statement:       October 8, 2005

Signature:                 /S/ SUSAN Y. KIM


                                  * * * * * * *
EX-24 13 exhibit12.htm Exhibit 11 

                                                                      Exhibit 11

                               POWER OF ATTORNEY

     Know all by these  presents,  that the undersigned  hereby  constitutes and
appoints  Memma  S.  Kilgannon  the  true  and  lawful  attorney-in-fact  of the
undersigned to:

     (1)  execute  for and on behalf of the  undersigned,  in the  undersigned's
          capacity as the  beneficial  owner (as defined in Section 13(d) of the
          Securities  Exchange Act of 1934, as amended (the "1934 Act"), and the
          rules  thereunder)  of more than five percent or ten percent of one or
          more of the classes of equity securities issued by GameStop Corp. (the
          "Company"),  Forms 3, 4, and 5 in accordance with Section 16(a) of the
          1934 Act and the rules thereunder or Schedule 13D or 13G in accordance
          with Section 13(d) and 13(g) of the 1934 Act and the rules thereunder;

     (2)  do and perform  any and all acts for and on behalf of the  undersigned
          which may be  necessary  or desirable to complete and execute any such
          Form 3, 4, and 5 and Schedule 13D and 13G and to timely file such form
          or schedule with the United States Securities and Exchange  Commission
          and any stock exchange or similar authority; and

     (3)  take any other action of any type  whatsoever in  connection  with the
          foregoing  which, in the opinion of such  attorney-in-fact,  may be of
          benefit  to, in the best  interest  of, or  legally  required  by, the
          undersigned,  it being understood that the documents  executed by such
          attorney-in-fact  on behalf of the undersigned  pursuant to this Power
          of  Attorney  shall be in such form and shall  contain  such terms and
          conditions   as   such    attorney-in-fact   may   approve   in   such
          attorney-in-fact's discretion.

     The  undersigned  hereby  grants to such  attorney-in-fact  full  power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company  assuming,  any of the undersigned's  responsibilities  to comply
with Sections 13 or 16 of the 1934 Act or the rules thereunder.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no longer  required to file Forms 3, 4, and 5 or Schedule 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company,  unless  earlier  revoked by the  undersigned in a signed
writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of October, 2005.

                                    /S/ John T. Kim
                                    Signature

                                    John T. Kim
                                    Print Name





                                POWER OF ATTORNEY

     Know all by these  presents,  that the undersigned  hereby  constitutes and
appoints  Memma  S.  Kilgannon  the  true  and  lawful  attorney-in-fact  of the
undersigned to:

     (1)  execute  for and on behalf of the  undersigned,  in the  undersigned's
          capacity as the  beneficial  owner (as defined in Section 13(d) of the
          Securities  Exchange Act of 1934, as amended (the "1934 Act"), and the
          rules  thereunder)  of more than five percent or ten percent of one or
          more of the classes of equity securities issued by GameStop Corp. (the
          "Company"),  Forms 3, 4, and 5 in accordance with Section 16(a) of the
          1934 Act and the rules thereunder or Schedule 13D or 13G in accordance
          with Section 13(d) and 13(g) of the 1934 Act and the rules thereunder;

     (2)  do and perform  any and all acts for and on behalf of the  undersigned
          which may be  necessary  or desirable to complete and execute any such
          Form 3, 4, and 5 and Schedule 13D and 13G and to timely file such form
          or schedule with the United States Securities and Exchange  Commission
          and any stock exchange or similar authority; and

     (3)  take any other action of any type  whatsoever in  connection  with the
          foregoing  which, in the opinion of such  attorney-in-fact,  may be of
          benefit  to, in the best  interest  of, or  legally  required  by, the
          undersigned,  it being understood that the documents  executed by such
          attorney-in-fact  on behalf of the undersigned  pursuant to this Power
          of  Attorney  shall be in such form and shall  contain  such terms and
          conditions   as   such    attorney-in-fact   may   approve   in   such
          attorney-in-fact's discretion.

     The  undersigned  hereby  grants to such  attorney-in-fact  full  power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company  assuming,  any of the undersigned's  responsibilities  to comply
with Sections 13 or 16 of the 1934 Act or the rules thereunder.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no longer  required to file Forms 3, 4, and 5 or Schedule 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company,  unless  earlier  revoked by the  undersigned in a signed
writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of October, 2005.

                                    /S/ David D. Kim
                                    Signature

                                    David D. Kim
                                    Print Name





                                POWER OF ATTORNEY

     Know all by these  presents,  that the undersigned  hereby  constitutes and
appoints  Memma  S.  Kilgannon  the  true  and  lawful  attorney-in-fact  of the
undersigned to:

     (1)  execute  for and on behalf of the  undersigned,  in the  undersigned's
          capacity as the  beneficial  owner (as defined in Section 13(d) of the
          Securities  Exchange Act of 1934, as amended (the "1934 Act"), and the
          rules  thereunder)  of more than five percent or ten percent of one or
          more of the classes of equity securities issued by GameStop Corp. (the
          "Company"),  Forms 3, 4, and 5 in accordance with Section 16(a) of the
          1934 Act and the rules thereunder or Schedule 13D or 13G in accordance
          with Section 13(d) and 13(g) of the 1934 Act and the rules thereunder;

     (2)  do and perform  any and all acts for and on behalf of the  undersigned
          which may be  necessary  or desirable to complete and execute any such
          Form 3, 4, and 5 and Schedule 13D and 13G and to timely file such form
          or schedule with the United States Securities and Exchange  Commission
          and any stock exchange or similar authority; and

     (3)  take any other action of any type  whatsoever in  connection  with the
          foregoing  which, in the opinion of such  attorney-in-fact,  may be of
          benefit  to, in the best  interest  of, or  legally  required  by, the
          undersigned,  it being understood that the documents  executed by such
          attorney-in-fact  on behalf of the undersigned  pursuant to this Power
          of  Attorney  shall be in such form and shall  contain  such terms and
          conditions   as   such    attorney-in-fact   may   approve   in   such
          attorney-in-fact's discretion.

     The  undersigned  hereby  grants to such  attorney-in-fact  full  power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company  assuming,  any of the undersigned's  responsibilities  to comply
with Sections 13 or 16 of the 1934 Act or the rules thereunder.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no longer  required to file Forms 3, 4, and 5 or Schedule 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company,  unless  earlier  revoked by the  undersigned in a signed
writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of October, 2005.

                                    /S/ Susan Y. Kim
                                    Signature

                                    Susan Y. Kim
                                    Print Name





                                POWER OF ATTORNEY

     Know all by these  presents,  that the undersigned  hereby  constitutes and
appoints  Memma  S.  Kilgannon  the  true  and  lawful  attorney-in-fact  of the
undersigned to:

     (1)  execute  for and on behalf of the  undersigned,  in the  undersigned's
          capacity as the  beneficial  owner (as defined in Section 13(d) of the
          Securities  Exchange Act of 1934, as amended (the "1934 Act"), and the
          rules  thereunder)  of more than five percent or ten percent of one or
          more of the classes of equity securities issued by GameStop Corp. (the
          "Company"),  Forms 3, 4, and 5 in accordance with Section 16(a) of the
          1934 Act and the rules thereunder or Schedule 13D or 13G in accordance
          with Section 13(d) and 13(g) of the 1934 Act and the rules thereunder;

     (2)  do and perform  any and all acts for and on behalf of the  undersigned
          which may be  necessary  or desirable to complete and execute any such
          Form 3, 4, and 5 and Schedule 13D and 13G and to timely file such form
          or schedule with the United States Securities and Exchange  Commission
          and any stock exchange or similar authority; and

     (3)  take any other action of any type  whatsoever in  connection  with the
          foregoing  which, in the opinion of such  attorney-in-fact,  may be of
          benefit  to, in the best  interest  of, or  legally  required  by, the
          undersigned,  it being understood that the documents  executed by such
          attorney-in-fact  on behalf of the undersigned  pursuant to this Power
          of  Attorney  shall be in such form and shall  contain  such terms and
          conditions   as   such    attorney-in-fact   may   approve   in   such
          attorney-in-fact's discretion.

     The  undersigned  hereby  grants to such  attorney-in-fact  full  power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company  assuming,  any of the undersigned's  responsibilities  to comply
with Sections 13 or 16 of the 1934 Act or the rules thereunder.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no longer  required to file Forms 3, 4, and 5 or Schedule 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company,  unless  earlier  revoked by the  undersigned in a signed
writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of October, 2005.

                                    /S/ Agnes C. Kim
                                    Signature

                                    Agnes C. Kim
                                    Print Name
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