AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 (Amendment No. 2) amends and supplements the Tender Offer Statement on Schedule TO originally filed by GameStop
Corp., a Delaware corporation (the Company), on June 11, 2019 and amended by Amendment No. 1 thereto filed on June 14, 2019 (as amended, the Schedule TO) in connection with the Companys offer to purchase
12,000,000 of its issued and outstanding shares of Class A Common Stock, par value $0.001 per share (the Shares), or such lesser number of Shares as is properly tendered and not properly withdrawn, at a price not greater than $6.00
per Share and not less than $5.20 per Share, to the tendering stockholder in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated June 11, 2019
(the Offer to Purchase).
As disclosed in the Schedule TO, the respective employment agreements between the Company and each of James A. Bell,
the Companys Executive Vice President and Chief Financial Officer, and Chris R. Homeister, the Companys Executive Vice President and Chief Merchandising Officer, provide for the award to each of Mr. Bell and Mr. Homeister on
July 1, 2019 of a number of restricted Shares determined by dividing $1,300,000 by the average closing price of the Shares for the five trading days immediately preceding July 1, 2019 (in each case consisting of 50% time-vested restricted
Shares and 50% performance-based restricted Shares). This Amendment No. 2 is being filed to reflect the issuance on July 1, 2019 of 238,096 restricted Shares to each of Mr. Bell and Mr. Homeister in accordance with their
respective employment agreements.
Only those items amended and supplemented are reported in this Amendment No. 2. Except as specifically provided
herein, the information contained in the Schedule TO remains unchanged, and this Amendment No. 2 does not modify any of the other information previously reported on Schedule TO. You should read this Amendment No. 2 together with the
Schedule TO, the Offer to Purchase, and the related Letter of Transmittal.
ITEM 5.
Past Contacts, Transactions, Negotiations and
Agreements
.
Item 5 is hereby amended and supplemented as follows:
The table set forth under the heading Recent Securities Transactions set forth in Section 11 (Interests of Directors and Executive
Officers; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares) of the Offer to Purchase is hereby amended and supplemented by adding the following transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Reporting Person
|
|
Date of
Transaction
|
|
|
Nature of
Transaction
|
|
|
Number of
Shares
|
|
|
Disposition
or
Grant
Price as
Applicable
|
|
James A. Bell
|
|
|
July 1,
2019
|
|
|
|
Grant of
Shares
|
|
|
|
238,096 (9)
|
|
|
$
|
0.00
|
(9)
|
Chris R. Homeister
|
|
|
July 1,
2019
|
|
|
|
Grant of
Shares
|
|
|
|
238,096 (9)
|
|
|
$
|
0.00
|
(9)
|
(9)
|
Represents 119,048 time-vested restricted Shares and 119,048 performance-based restricted Shares.
|
ITEM 8.
Interest in Securities of the Subject Company.
Item 8 is hereby amended and supplemented as follows:
The
changes described above in Item 5 of this Amendment No. 2 are hereby incorporated into this Item 8 by reference.
ITEM 11.
Additional Information.
Item 11 is hereby amended and supplemented as follows:
The changes described above in Item 5 of this Amendment No. 2 are hereby incorporated into this Item 11 by reference.