UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT
OF 1934
ELECTRONICS BOUTIQUE HOLDINGS CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
286045109
(CUSIP Number)
July 23, 1998
-------------------------------------------------------------------
(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).
<PAGE>
1. NAME OF REPORTING PERSON 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.
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
15,169,200 shares, or 75.2% of the common stock
outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,200 shares, or 75.2% of the common stock
outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,200 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
<PAGE>
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
15,169,161 shares, or 75.2% of the common stock
outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,161 shares, or 75.2% of the common stock
outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,161 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
<PAGE>
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
15,169,160 shares, or 75.2% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,160 shares, or 75.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,160 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
<PAGE>
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
15,169,113 shares, or 75.2% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,113 shares, or 75.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,113 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
<PAGE>
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
15,169,126 shares, or 75.2% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,126 shares, or 75.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,126 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
<PAGE>
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
15,169,139 shares, or 75.2% of the common stock
outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,139 shares, or 75.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,139 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
<PAGE>
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
15,169,139 shares, or 75.2% of the common stock
outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,139 shares, or 75.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,139 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
<PAGE>
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
15,169,113 shares, or 75.2% of the common stock
outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,113 shares, or 75.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,113 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
<PAGE>
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
15,169,113 shares, or 75.2% of the common stock
outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,113 shares, or 75.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,113 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
<PAGE>
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
15,169,113 shares, or 75.2% of the common stock
outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,113 shares, or 75.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,113 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
<PAGE>
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
15,169,100 shares, or 75.2% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,100 shares, or 75.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,100 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(CO)
<PAGE>
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
15,169,100 shares, or 75.2% of the common stock
outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
15,169,100 shares, or 75.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,169,100 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)
75.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(CO)
<PAGE>
ITEM 1. (a) Name of Issuer: Electronics Boutique Holdings Corp.
(b) Address of Issuer's Principal Executive Offices:
931 Matlack Street
West Chester, PA 19382
ITEM 2. (a) Name of Person Filing:
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.
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:
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
<PAGE>
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 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
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Exhibit A attached hereto.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
<PAGE>
ITEM 10. CERTIFICATION
This statement on Schedule 13G is filed on behalf of each of the undersigned
persons. 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 16, 1999
James J. Kim
/s/ Agnes C. Kim* February 16, 1999
Agnes C. Kim
/s/ David D. Kim* February 16, 1999
David D. Kim, as Trustee
/s/ John T. Kim* February 16, 1999
John T. Kim, as Trustee
/s/ John F.A. Earley* February 16, 1999
John F.A. Earley, as Trustee
/s/ Susan Y. Kim* February 16, 1999
Susan Y. Kim, as Trustee
David D. Kim Trust February 16, 1999
By: /s/ David D. Kim*
David D. Kim, as Trustee
John T. Kim Trust February 16, 1999
By: /s/ John T. Kim*
John T. Kim, as Trustee
Susan Y. Kim Trust February 16, 1999
By: /s/ Susan Y. Kim*
Susan Y. Kim, as Trustee
EB Nevada, Inc. February 16, 1999
By: /s/ James J. Kim*
Name: James J. Kim
Title:President, Chief Executive Officer
The Electronics Boutique, Inc. February 16, 1999
By: /s/ Memma S. Kilgannon
Name: Memma S. Kilgannon
Title: Secretary
<PAGE>
* /s/ Memma S. Kilgannon February 16, 1999
Memma S. Kilgannon, as
attorney-in fact for each
reporting person indicated,
pursuant to powers-of-
attorney previously filed with,
or filed herewith, the
U.S. Securities and Exchange
Commission.
<PAGE>
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. 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 16, 1999
James J. Kim
/s/ Agnes C. Kim* February 16, 1999
Agnes C. Kim
/s/ David D. Kim* February 16, 1999
David D. Kim, as Trustee
/s/ John T. Kim* February 16, 1999
John T. Kim, as Trustee
/s/ John F.A. Earley* February 16, 1999
John F.A. Earley, as Trustee
/s/ Susan Y. Kim* February 16, 1999
Susan Y. Kim, as Trustee
David D. Kim Trust February 16, 1999
By: /s/ David D. Kim*
David D. Kim, as Trustee
<PAGE>
John T. Kim Trust February 16, 1999
By: /s/ John T. Kim*
John T. Kim, as Trustee
Susan Y. Kim Trust February 16, 1999
By: /s/ Susan Y. Kim*
Susan Y. Kim, as Trustee
EB Nevada, Inc. February 16, 1999
By: /s/ James J. Kim*
Name: James J. Kim
Title: President, Chief Executive Officer
The Electronics Boutique, Inc. February 16, 1999
By: /s/ Memma S. Kilgannon
Name: Memma S. Kilgannon
Title: Secretary
* /s/ Memma S. Kilgannon February 16, 1999
Memma S. Kilgannon, as
attorney-in fact for each
reporting person indicated,
pursuant to powers-of-
attorney previously filed with,
or filed herewith, the
U.S. Securities and Exchange
Commission.
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 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. or Amkor Technology, Inc. (the
"Companies"), 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
are either of the Companies 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 either of the Companies, 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 12th day of February, 1999.
/s/ AGNES C. KIM
Signature
Agnes C. Kim
Print Name
POWER OF ATTORNEY
Know all by these presents, that James J. Kim, as President and Chief Executive
Officer of EB Nevada, Inc. hereby constitutes and appoints Memma S. Kilgannon
the true and lawful attorney-in-fact of EB Nevada, Inc. to:
(1) execute for and on behalf of EB Nevada, Inc. 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, as the President and Chief Executive Officer, 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 16th day of February, 1999.
EB Nevada, Inc.
By: /s/ JAMES J. KIM
Signature
James J. Kim
Print Name
President and Chief Executive Officer
Print Title
a:elec-13g.txt
