-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JuMEGxvyWnl0wEdrMW6k66myXha0JebFcquBfYZiPtlmH3AF9uA6oPsJGcuvYGL7 O7UscTNk5Dff1qngEBJ8OQ== 0001104659-10-017790.txt : 20100331 0001104659-10-017790.hdr.sgml : 20100331 20100331165702 ACCESSION NUMBER: 0001104659-10-017790 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100331 DATE AS OF CHANGE: 20100331 GROUP MEMBERS: YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P. GROUP MEMBERS: YUCAIPA AMERICAN ALLIANCE FUND II, L.P. GROUP MEMBERS: YUCAIPA AMERICAN ALLIANCE FUND II, LLC GROUP MEMBERS: YUCAIPA AMERICAN FUNDS, LLC GROUP MEMBERS: YUCAIPA AMERICAN MANAGEMENT, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BURKLE RONALD W CENTRAL INDEX KEY: 0001015899 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARNES & NOBLE INC CENTRAL INDEX KEY: 0000890491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 061196501 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42707 FILM NUMBER: 10720036 BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: 122 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 SC 13D/A 1 a10-7472_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

BARNES & NOBLE, INC.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

067774109

(CUSIP Number)

 

Robert P. Bermingham

The Yucaipa Companies LLC

9130 W. Sunset Boulevard

Los Angeles, California 90069

(310) 789-7200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 29, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

The information required on 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).

 


 

CUSIP No.  067774109

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ronald W. Burkle

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
10,741,213 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
10,741,213 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,741,213 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
18.7%

 

 

14.

Type of Reporting Person*
IN

 

* See Instructions

 

2


 

CUSIP No.  067774109

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Yucaipa American Management, LLC
30-0013506

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
10,741,213 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
10,741,213 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,741,213 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
18.7%

 

 

14.

Type of Reporting Person*
OO

 

* See Instructions

 

3


 

CUSIP No.  067774109

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Yucaipa American Funds, LLC
30-0013485

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
10,741,213 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
10,741,213 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,741,213 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
18.7%

 

 

14.

Type of Reporting Person*
OO

 

* See Instructions

 

4


 

CUSIP No.  067774109

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Yucaipa American Alliance Fund II, LLC
26-2119718

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
10,741,213 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
10,741,213 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,741,213 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
18.7%

 

 

14.

Type of Reporting Person*
OO

 

* See Instructions

 

5


 

CUSIP No.  067774109

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Yucaipa American Alliance Fund II, L.P.
26-2119783

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
6,475,301 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
6,475,301 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,475,301 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.2%

 

 

14.

Type of Reporting Person*
PN

 

* See Instructions

 

6


 

CUSIP No.  067774109

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Yucaipa American Alliance (Parallel) Fund II, L.P.
26-2119907

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
U.S. Citizen

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
4,265,912 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
4,265,912 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,265,912 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.4%

 

 

14.

Type of Reporting Person*
PN

 

* See Instructions

 

7


 

CUSIP No.   067774109

 

This Amendment No. 5 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 2, 2009, as amended by Amendment No. 1 thereto, filed with the SEC on November 13, 2009, Amendment No. 2 thereto, filed with the SEC on November 17, 2009, Amendment No. 3 thereto, filed with the SEC on February 1, 2010, and Amendment No. 4 thereto, filed with the SEC on February 25, 2010 (together, this “Schedule 13D”), by (i) Ronald W. Burkle, an individual, (ii) Yucaipa American Management, LLC, a Delaware limited liability company (“Yucaipa American”), (iii) Yucaipa American Funds, LLC, a Delaware limited liability company (“Yucaipa American Funds”), (iv) Yucaipa American Alliance Fund II, LLC, a Delaware limited liability company (“YAAF II LLC”), (v) Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership (“YAAF II”), and (vi) Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited partnership (“YAAF II Parallel” and, together with Mr. Burkle, Yucaipa American, Yucaipa American Funds, YAAF II LLC and YAAF II, the “Reporting Persons”), with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Barnes & Noble, Inc., a Delaware corporation (the “Company”).  The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 5) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

 

ITEM 4.          PURPOSE OF TRANSACTION.

 

Item 4 of this Schedule 13D is hereby supplemented as follows:

 

On March 29, 2010, representatives of the Reporting Persons and representatives of the Company discussed the Company’s corporate governance practices.  The representatives of the Reporting Persons also reiterated (a)  their request that the Company’s poison pill, which was implemented by the Company on November 17, 2009 without shareholder approval, either be redeemed or amended to allow any shareholder to acquire the same level of share ownership as the Riggio family and (b)  their request for clarification that the Riggio family cannot acquire additional shares under the terms of the poison pill.  The representatives of the Reporting Persons also recommended that the Company improve its corporate governance practices by adding three to four new, independent directors to the Company’s Board of Directors.

 

8


 

CUSIP No.   067774109

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated:  March 31, 2010

 

 

 

RONALD W. BURKLE

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

 

 

 

 

YUCAIPA AMERICAN MANAGEMENT, LLC

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

Name: Ronald W. Burkle

 

 

Its: Managing Member

 

 

 

 

 

 

 

YUCAIPA AMERICAN FUNDS, LLC

 

 

 

 

By: Yucaipa American Management, LLC

 

Its: Managing Member

 

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

Name: Ronald W. Burkle

 

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

 

YUCAIPA AMERICAN ALLIANCE FUND II, LLC

 

 

 

 

 

By: Yucaipa American Funds, LLC

 

Its: Managing Member

 

 

 

 

 

 

By: Yucaipa American Management, LLC

 

 

Its: Managing Member

 

 

 

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

 

Name: Ronald W. Burkle

 

 

 

 

Its: Managing Member

 

9


 

CUSIP No.   067774109

 

 

YUCAIPA AMERICAN ALLIANCE FUND II, L.P.

 

 

 

 

 

 

By: Yucaipa American Alliance Fund II, LLC

 

Its: General Partner

 

 

 

 

 

 

 

By: Yucaipa American Funds, LLC

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

By: Yucaipa American Management, LLC

 

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

 

 

Name: Ronald W. Burkle

 

 

 

 

 

Its: Managing Member

 

 

 

 

 

 

 

YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P.

 

 

 

 

 

 

 

By: Yucaipa American Alliance Fund II, LLC

 

Its: General Partner

 

 

 

 

 

 

 

 

By: Yucaipa American Funds, LLC

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

 

By: Yucaipa American Management, LLC

 

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

 

 

Name: Ronald W. Burkle

 

 

 

 

 

Its: Managing Member

 

10


 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Joint Filing Agreement, dated as of January 2, 2009 (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on January 2, 2009).

 

 

 

99.2

 

Letter dated January 28, 2010 from Ron Burkle to Company’s board of directors (incorporated by reference to Exhibit 99.2 to the Amendment No. 3 to this Schedule 13D filed by the Reporting Persons with the SEC on February 1, 2010).

 

11

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