FILED PURSUANT TO RULE 425
Filed by GameStop Corp.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange
Act of 1934
Subject Company:
GSC Holdings Corp.
(Registration No. 333-125161)
This filing contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about
the benefits of the business combination transaction involving GameStop Corp. (GameStop) and
Electronics Boutique Holdings Corp. (Electronics Boutique), including future financial and
operating results, the new companys plans, objectives, expectations and intentions and other
statements that are not historical facts. Such statements are based upon the current beliefs and
expectations of GameStops and Electronics Boutiques management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in the forward-looking
statements.
The following factors, among others, could cause actual results to differ from those set forth in
the forward-looking statements: the failure of GameStop and Electronics Boutique stockholders to
approve the transaction; the risk that the businesses will not be integrated successfully; the risk
that the cost savings and any other synergies from the transaction may not be fully realized or may
take longer to realize than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; and competition and its effect on
pricing, spending, third-party relationships and revenues. Additional factors that could cause
GameStops and Electronics Boutiques results to differ materially from those described in the
forward-looking statements can be found in the Annual Reports on Forms 10-K/A of GameStop and
Electronics Boutique for the fiscal year ended January 29, 2005 filed with the SEC and available at
the SECs Internet site at http://www.sec.gov.
GSC Holdings Corp. has filed with the Securities and Exchange Commission a Registration Statement
on Form S-4 (Registration No. 333-125161) containing a joint proxy statement-prospectus regarding
the proposed transaction involving GameStop and Electronics Boutique. GameStop and Electronics
Boutique will mail the definitive joint proxy statement-prospectus to their respective security
holders on or about September 7, 2005. Investors are urged to read the definitive joint proxy
statement-prospectus regarding the proposed transaction when it becomes available, because it will
contain important information. Stockholders will be able to obtain a free copy of the definitive
joint proxy statement-prospectus, as well as other filings containing information about GSC
Holdings Corp., GameStop Corp. and Electronics Boutique Holdings Corp., without charge, at the
SECs Internet site at http://www.sec.gov. You may also obtain these documents from the
respective websites of each of GameStop and Electronics Boutique at
http://www.gamestop.com/investor-relations and http://www.ebholdings.com. Copies
of the definitive joint proxy statement-prospectus and the SEC filings that will be incorporated by
reference in the definitive joint proxy statement-prospectus can also be obtained, without charge,
by directing a request to GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051, Attention:
Investor Relations, or to Electronics Boutique Holdings Corp., 931 South Matlack Street, West
Chester, Pennsylvania 19382, Attention: Investor
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Relations. This filing shall not constitute an offer to sell or a solicitation of an offer to
purchase any securities, and shall not constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful.
The respective directors and executive officers of GameStop and Electronics Boutique and other
persons may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding GSC Holdings Corps proposed directors and executive officers,
GameStops and Electronics Boutiques directors and executive officers and other participants in
the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, is available in the joint proxy statement-prospectus contained in the
above-referenced Registration Statement on Form S-4.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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GameStop Corp. Contacts: |
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Investor Contact:
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Media Contact: |
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David W. Carlson
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Chris Olivera |
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Executive Vice President &
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Director, Public Relations |
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Chief Financial Officer
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GameStop Corp. |
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GameStop Corp. |
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(817) 424-2130 |
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(817) 424-2130 |
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GameStop Corp. Announces Pricing of
Senior Floating Rate Notes and Senior Notes
Grapevine, TX (September 26, 2005) GameStop Corp. (NYSE: GME; GME.B) announced today that
GSC Holdings Corp. and GameStop, Inc., both wholly-owned subsidiaries of GameStop Corp., have
agreed to sell U.S. $300,000,000 aggregate principal amount of Senior Floating Rate Notes and
$650,000,000 aggregate principal amount of Senior Notes. The Senior Floating Rate Notes were
priced at 100%, will bear interest at LIBOR plus 3.875% and will mature on October 1, 2011. The
Senior Notes were priced at 98.688%, will bear interest at 8.0% and will mature on October 1, 2012.
The offering is expected to close on or about September 28, 2005. The net proceeds of the
offering will be used to pay the cash portion of the merger consideration to be paid to the
stockholders of Electronics Boutique Holdings Corp. in connection with the pending business
combination with Electronics Boutique, which transaction is subject to stockholder approval.
The gross proceeds of the offering will be placed into escrow and be released to the issuers, less
applicable discounts, in connection with the closing of the business combination. In the event the
business combination does not close by October 31, 2005, the notes will be redeemed.
GSC Holdings Corp. and GameStop, Inc. placed the notes in a private transaction under Rule 144A
under the United States Securities Act of 1933, as amended, and in transactions outside the United
States in reliance upon Regulation S under the Securities Act. The notes have not been registered
under the Securities Act or the securities laws of any other jurisdiction and may not be offered or
sold in the United States absent registration or an applicable exemption from registration
requirements.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any
notes or any other securities, nor will there be any sale of the notes or any other security in any
jurisdiction in which such an offer or sale would be unlawful.
About GameStop Corp.
Headquartered in Grapevine, TX, GameStop Corp. (NYSE:GME) (NYSE:GME.B) is one of the nations
largest video game and entertainment software retailers. The company operates 1,980 retail stores
throughout the 50 states, the District of Columbia, Puerto Rico, Ireland and the United Kingdom,
primarily under the GameStop(R) brand. In addition, the company owns a commerce-enabled Web
property, GameStop.com, and Game Informer(R) magazine, a leading video and computer game
publication. GameStop Corp. sells the most popular new software, hardware and game accessories for
the PC and next generation video game systems from Sony, Nintendo, and Microsoft. In addition, the
company sells computer and video game magazines and strategy guides, action figures, and other
related merchandise to more than 30 million customers.
General information on GameStop Corp. can be obtained via the Internet by visiting the companys
corporate Website: http://www.gamestop.com/investor-relations/.
About Electronics Boutique Holdings Corp.
Electronics Boutique, a Fortune 1000 company, is a leading global retailer dedicated exclusively to
video game hardware and software, PC entertainment software, accessories and related products. As
of July 30, 2005, the company operated 2,280 stores in the United States, Australia, Canada,
Denmark, Finland, Germany, Italy, New Zealand, Norway, Puerto Rico, Spain and Sweden primarily
under the names EB Games and Electronics Boutique. The company operates an e-commerce website at
http://www.ebgames.com. Additional company information is available at http://www.ebholdings.com.
SAFE HARBOR
This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about
the benefits of the business combination transaction involving GameStop and Electronics Boutique,
including future financial and operating results, the new companys plans, objectives, expectations
and intentions and other statements that are not historical facts. Such statements are based upon
the current beliefs and expectations of GameStops and Electronics Boutiques management and are
subject to significant risks and uncertainties. Actual results may differ from those set forth in
the forward-looking statements.
The following factors, among others, could cause actual results to differ from those set forth in
the forward-looking statements: the risk that the businesses will not be integrated successfully;
the risk that the cost savings and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; disruption from the transaction making it
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more difficult to maintain relationships with customers, employees or suppliers; and competition
and its effect on pricing, spending, third-party relationships and revenues. Additional factors
that could cause GameStops and Electronics Boutiques results to differ materially from those
described in the forward-looking statements can be found in the Annual Reports on Forms 10-K/A of
GameStop and Electronics Boutique for the fiscal year ended January 29, 2005 filed with the SEC and
available at the SECs Internet site at http://www.sec.gov.
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