SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)   June 9, 2005

ELECTRONICS BOUTIQUE HOLDINGS CORP.

(Exact Name of registrant as specified in charter)

Registrant’s telephone number, including area code:   (610) 430-8100

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ý  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01  Entry into a Material Definitive Agreement

On April 17, 2005, Electronics Boutique Holdings Corp. and GameStop Corp. entered into an agreement and plan of merger.  In connection with the execution of the merger agreement, Electronics Boutique created a bonus pool of up to $10 million to be paid to eligible participants who meet certain criteria for receiving an award from the bonus pool.

On June 9, 2005, the Compensation Committee of the Board of Directors of Electronics Boutique adopted and approved the Merger Bonus Plan which is attached hereto as Exhibit 10.1 and incorporated by reference.  In adopting the Merger Bonus Plan, the Compensation Committee set criteria for receipt of an award under the Merger Bonus Plan, which criteria include years of service to Electronics Boutique, job performance, long term contributions to Electronics Boutique and efforts involved in completing the transactions contemplated by the merger agreement with GameStop.  Following the adoption and approval of the Merger Bonus Plan, the Compensation Committee approved awards to 238 employees in the aggregate amount of $9.8 million.  Awards under the Merger Bonus Plan are payable only in the event that the transactions contemplated by the merger agreement are completed and the eligible participant under the Merger Bonus Plan remains employed with Electronics Boutique through the date of the closing of the merger.

Under the Merger Bonus Plan, the eight senior officers of Electronics Boutique are eligible to receive an aggregate of $4.1 million under the Merger Bonus Plan, with the five named executive officers (as defined in Item 402 of Regulation S-K) of Electronics Boutique being eligible to receive the following awards:

The awards that the named executive officers and other senior officers of Electronics Boutique are eligible to receive were determined by the Compensation Committee.  The Compensation Committee considered the following factors in making awards to these officers:

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job performance, long term value to Electronics Boutique, years of service, replacement of equity compensation that such officers would have otherwise been entitled to and efforts by such officers in completing the merger with GameStop.  The Compensation Committee also made awards to employees of Electronics Boutique in the following positions:  Home Office Vice President/Divisional Vice President, Home Office Director, Zone Vice President, Regional Vice President/Director, Regional Manager and Home Office Managers and Others.  Such awards were primarily based on such employees’ years of service to Electronics Boutique.  The foregoing description of the Merger Bonus Plan included in this Item 1.01 to Form 8-K is qualified in its entirety by reference to the Merger Bonus Plan.

GSC Holdings Corp. has filed with the Securities and Exchange Commission a Registration Statement on Form S-4 (Registration No. 333-125161) containing a preliminary 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.  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 SEC’s 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 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.

ITEM 9.01              Financial Statements and Exhibits.

c)                                      Exhibits

The following exhibit is filed in accordance with Item 601 of Regulation S-K:

10.1                           Electronics Boutique Holdings Corp. Merger Bonus Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date  June 14, 2005

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EXHIBIT INDEX

10.1                           Electronics Boutique Holdings Corp. Merger Bonus Plan

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EXHIBIT 10.1

ELECTRONICS BOUTIQUE HOLDINGS CORP.
MERGER BONUS PLAN

The Compensation Committee of the Board of Directors of Electronics Boutique Holdings Corp. has established this Merger Bonus Plan.  The purpose of the plan is to reward employees for their years of service and for creating value for stockholders by performing their duties capably through the closing of the merger with GameStop Corp.

1.1 – Definitions

Various terms used in the plan are defined as follows:

Award Calculation:  As set forth in Exhibit A attached hereto.

Award Distribution:  Award expressed as cash.

Board of Directors:  The Board of Directors of Electronics Boutique Holdings Corp.

Compensation Committee:  The Compensation Committee of the Board of Directors of Electronics Boutique Holdings Corp.

The Company:  Electronics Boutique Holdings Corp. and its subsidiaries and affiliates.

Merger Closing Date:  The date upon which the transactions contemplated by the Agreement and Plan of Merger, dated as of April 17, 2005, by and among GameStop Corp., GameStop, Inc., GSC Holdings Corp., Cowboy Subsidiary LLC, Eagle Subsidiary LLC and the Company and any amendment, thereto (the “Merger Agreement”) are consummated.

Plan Participant:  Active associates of the Company who meet the eligibility criteria established in Exhibit A.

Residual Distributions: Award amounts that are not designated or that are designated for particular associates of the Company who terminate their employment with the Company prior to the Merger Closing Date that may be redistributed for pre-closing retention purposes at the discretion of the Chief Executive Officer to those associates receiving less than $15,000 under this plan in an amount not to exceed $15,000 per individual at any time prior to the Merger Closing Date.

1.2 – Eligibility to Participate

All participants must remain employed with the Company through the Merger Closing Date without tendered resignation in order to be eligible for the award provided for herein (and in specific amounts determined by the Compensation Committee).

Employees who voluntarily quit or who are terminated prior to the Merger Closing Date will be ineligible for such awards.  If the active full-time service with the Company of a Plan Participant is terminated by death, disability or retirement, the Compensation Committee may, at their complete and absolute discretion, approve an award to a Plan Participant.  If a Plan Participant is on an approved leave of absence, he/she will receive an award based on the time he/she was in active service with the Company.

1.3 – Award Calculations

Award Calculations for Plan Participants (depending on classification) is based on many factors including, but not limited to, the following:  years of service, job performance, long term contributions to the Company and efforts involved in completing the transactions contemplated by the Merger Agreement.  The total amount of Award Distributions which may be made under this plan shall not exceed $10 million.

1.4 – Redistribution of Forfeited Bonuses

In the event an employee voluntarily quits or is terminated prior to the Merger Closing Date, the award that the employee would have been otherwise eligible for shall be returned to the bonus pool for redistribution.  Residual Distributions may be made for pre-closing retention purposes at the discretion of the Chief Executive Officer to those associates receiving less than $15,000 under this plan in an amount not to exceed $15,000 per individual at any time prior to the Merger Closing Date.

1.5 – Award Distribution

Distribution of all awards will be made within 15 days following the Merger Closing Date.  Award Distributions will be in cash.

1.6 – Plan Administration

The Compensation Committee shall, with respect to this plan, have full power and authority to construe, interpret and manage, control and administer this plan, and to decide upon cases in conformity with the objectives of this plan under such rules as the Compensation Committee may establish.

Any decision made or action taken by the Board of Directors or the Compensation Committee arising out of, or in connection with the administration, interpretation and effect of this plan shall be at their complete and absolute discretion and will be conclusive and binding on all parties.  In the event of any conflict between this plan and a Plan Participant’s employment agreement with the Company, the Plan Participant’s employment agreement with the Company shall control.

No member of the Board of Directors or the Compensation Committee shall be liable for any act or action hereunder, whether of omission or commission, by a Plan Participant or employee or by any agent to whom duties in connection with the

administration of this plan have been delegated in accordance with the provisions of this plan.

1.7 – Amendment, Modification, Suspension or Termination

The Company reserves the right, by and through the Compensation Committee, to amend, modify, suspend, reinstate or terminate all or any part of this plan.  The Chief Executive Officer will give prompt written notice to each Plan Participant of any amendment, suspension or termination or any material modification of this plan.  The Compensation Committee also reserves the right to adjust or eliminate award payments that resulted from fraudulent activity.

1.8 – Effective Date of the Plan

The effective date of this plan is June 9, 2005.

1.9 – Employer Relation with Participants

Neither the establishment nor the maintenance of this plan shall be construed as conferring any legal rights upon any participant or any person for a continuation of employment, nor shall it interfere with the right of an employer to discharge any participant or otherwise deal with him/her without regard to the existence of this plan.

1.10 – Governing Law

Except to the extent pre-empted under federal law, the provisions of this plan shall be construed, administered and enforced in accordance with the laws of the Commonwealth of Pennsylvania.