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FORM 3 OMB Approval
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0104
Washington, D.C. 20549 Expires: September 3
0, 1998
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Estimated average
burden hours per
response 0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a)
of the Public Type Utility Responses) Holding Company Act of
935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
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1.Name and Address of 2. Date of Event 4. Issuer Name and Ticker or Trading Symbol
Reporting Person* Requiring Statement ELECTRONICS BOUTIQUE HOLDINGS CORP.
Earley John F.A.(1) (Month/Day/Year) (ELBO)
(Last) (First) (Middle) 7-23-98
1345 Enterprise Drive 3. I.R.S.Identifica- 5. Relationship of Reporting Person(s) to Issuer 6. If Amendment, Date of
(Street) tion Number of (Check all applicable) Original(Month/Day/Year)
Reporting Person ___ Director _X_ 10% Owner
(voluntary) ___ Officer (give ___ Other (specify 7. Individual or Joint/Group
West Chester PA 19380 Filing (Check Applicable
(City) (State) (Zip) Line)
___Form filed by One Repor-
ting Person
_X_Form filed by More than
TABLE 1 - NON DERIVATIVE SECURITIES BENEFICIALLY OWNED One Reporting Person
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<S> <C> <C> <C>
1.Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect Beneficial Ownership
(Instr. 4) Beneficially Owned Form: Direct (Instr. 5)
(Instr. 4) (D) or Indirect
(I) (Instr. 5)
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Common Stock, par value $.01 13 D By Susan Y. Kim Trust(2)
per share
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Common Stock, par value $.01 13 D By David D. Kim Trust(2)
per share
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Common Stock, par value $.01 13 D By John T. Kim Trust(2)
per share
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Common Stock, par value $.01 13 I By David D. Kim as
per share beneficiary of David D.
Kim Trust(2)
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Common Stock, par value $.01 13 I By John T. Kim as
per share beneficiary of John T.
Kim Trust(2)
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No securities owned by John F.
A. Earley
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Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(Over)
Potential persons who are to respond to the collection of information contained in this form are not required SEC 1473 (7-97)
to respond unless the form displays a currently valid OMB control number.
Page 1 of 7 Pages
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FORM 3 (continued)
TABLE II -- DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS,
CONVERTIBLE SECURITIES)
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1.Title of Derivative Security 2.Date Exer- 3. Title and Amount of Securities Underlying 4.Conver- 5.Owner 6.Nature of Indirect
(Instr. 4) cisable and Derivative Security sion or ship Benefical Ownership
Expiration (Instr. 4) Exercise Form of (Instr. 5)
Date Price of Deriv-
(Month/Day/Year) Deri- ative
vative Security:
Date Expira- Amount Security Direct
Exer- tion Title or (D) or
cisable Date Number Indirect
of (I)
Shares (Instr. 5)
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Explanation of Responses:
(1) As Co-Trustee on behalf of the Susan Y. Kim Trust of 12/31/87, the David D.
Kim Trust of 12/31/87 and the John T. Kim Trust of 12/31/87.
(2) EB Nevada, Inc. is the beneficial owner of 13,919,100 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. Each of the Kim Trusts has in common Susan Y. Kim and
John F.A. Earley as co-trustees, in addition to a third trustee (John T. Kim
in the case of the Susan Y. Kim Trust and the John T. Kim Trust and David D.
Kim in the case of the David D. Kim Trust).
In addition, the trust agreement for each of these 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 Kim's family. 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.
/S/MEMMA S. KILGANNON*** July 23, 1998
**Signature of Reporting Person
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.
*** As Attorney-in-Fact for John F.A. Earley, in his capacities as listed
in footnote 1 above.
Potential Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
Page 2 of 7 Pages
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Joint Filer Information
Name of Joint Filer: John T. Kim, as Co-trustee of Susan Y. Kim
Trust of 12/31/87 and Co-trustee and beneficiary of John
T. Kim Trust of 12/31/87
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: John F.A. Earley
Issuer & Ticker
Symbol: Electronics Boutique Holdings Corp. (ELBO) (NASDAQ
National Market System)
Date of Event
Requiring Statement: July 23, 1998
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, as Co-trustee and beneficiary of David D.
Kim Trust of 12/31/87
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: John F.A. Earley
Issuer & Ticker
Symbol: Electronics Boutique Holdings Corp. (ELBO) (NASDAQ
National Market System)
Date of Event
Requiring Statement: July 23, 1998
Signature: /S/ MEMMA S. KILGANNON
As Attorney-in-Fact for David D. Kim, in his
capacities listed above (see attached power of attorney)
Page 3 of 7 Pages
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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 Electronics Boutique
Holdings 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 23rd day of July, 1998.
/S/ JOHN F. A. EARLEY
Signature
John F. A. Earley
Print Name
Page 4 of 7 Pages
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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 Electronics Boutique
Holdings 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 23rd day of July, 1998.
/S/JOHN T. KIM
Signature
John T. Kim
Print Name
Page 5 of 7 Pages
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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 Electronics Boutique
Holdings 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 23rd day of July, 1998.
/S/DAVID D. KIM
Signature
David D. Kim
Print Name
Page 6 of 7 Pages
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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 Electronics Boutique
Holdings 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 23rd day of July, 1998.
/S/SUSAN Y. KIM
Signature
Susan Y. Kim
Print Name
Page 7 of 7 Pages
a:filing
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