-----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, CxIhb6pvUsyUOWXoG+jMHrUoiXtmzaxBdfn9Gn9xLu3Jjt1gkLU0VO+ZwuszNVW0 zrsXuBlz0F9MBbb3YqGfEA== 0000910643-00-000063.txt : 20000414 0000910643-00-000063.hdr.sgml : 20000414 ACCESSION NUMBER: 0000910643-00-000063 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000413 GROUP MEMBERS: B&N.COM HOLDING CORP. GROUP MEMBERS: BARNES & NOBLE INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARNESANDNOBLE COM INC CENTRAL INDEX KEY: 0001069665 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 134048787 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56413 FILM NUMBER: 600235 BUSINESS ADDRESS: STREET 1: 76 NINTH AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2124146000 MAIL ADDRESS: STREET 1: 76 NINTH AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10011 FILED BY: 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 13G 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 13G 1 Page 1 of 8 ----------------------------- | OMB APPROVAL | ----------------------------- | OMB Number: 3235-0145 | | Expires: October 31, 2002 | | Estimate average burden | | Hours per response... 14.90 | ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1945 (Amendment No. __) barnesandnoble.com inc. - ----------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - ----------------------------------------------------------------------------- (Title of Class of Securities) 067846 10 5 - ----------------------------------------------------------------------------- (CUSIP Number) December 31, 1999(1) - ----------------------------------------------------------------------------- (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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number SCHEDULE 13G CUSIP No. 067846 10 Page 2 of 8 _____________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Barnes & Noble, Inc. _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X](3) _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ 5 SOLE VOTING POWER NUMBER OF 57,500,001 (2)(4) SHARES ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 57,500,001 (2)(4) ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,500,001 (2)(4) _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 39.8% _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ SCHEDULE 13G CUSIP No. 067846 10 Page 3 of 8 _____________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) B&N.com Holding Corp. _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X](3) _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ 5 SOLE VOTING POWER NUMBER OF 57,500,001 (2)(5) SHARES ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 57,500,001 (2)(5) ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,500,001 (2)(5) _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 39.8% _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ SCHEDULE 13G CUSIP No. 067846 10 Page 4 of 8 Item 1. Name of Issuer and Address (a) The name of the issuer is barnesandnoble.com inc., a Delaware corporation (the "Company" or the "Issuer"). (b) The principal executive offices of the Company are located at 76 Ninth Avenue, 11th Floor, New York, New York 10011. Item 2. Identity, Address, Citizenship, Title of Class of Securities and CUSIP Number Items 2(a), (b), (c) This statement on Schedule 13G ("Statement") is filed by Barnes & Noble, Inc., a Delaware corporation ("B&N") and B&N.com Holding Corp., a Delaware corporation and a wholly-owned subsidiary of B&N ("B&N Holding"). See Exhibit A, Note (1). The address of principal business office of B&N and B&N Holding is 122 Fifth Avenue, New York, NY 10011. Item 2(d), (e) This Statement relates to the Class A Common Stock, (the "Class A Common Stock") of the Company. The CUSIP number for the Class A Common Stock is 067846 10 5. Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a : Not Applicable Item 4. Ownership Item 4(a), (b) B&N is deemed to beneficially own, through its wholly-owned subsidiary B&N Holding, 57,500,001 shares of Class A Common Stock, representing 39.8% of the Company's issued and outstanding shares (based on 29,347,067 shares outstanding at December 31, 1999). See Exhibit A, Notes (2), (4) and (5). Item 4(c) Reporting person B&N and joint filer B&N Holding are the sole beneficial owners of the securities identified in subsection (a) above. B&N Holding has the sole voting and dispositive power over the Class A Common Stock deemed to be beneficially owned by B&N Holding. B&N, as the parent company of B&N Holding, has sole voting and dispositive power over the common stock of B&N Holding. See Exhibit A, Notes (2), (4) and (5). SCHEDULE 13G CUSIP No. 067846 10 Page 5 of 8 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 For identity of the subsidiary, see Exhibit A. Item 8. Identification and Classification of Members of the Group For identity of each member of the Group, see Exhibit A. Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification Not applicable. SCHEDULE 13G CUSIP No. 067846 10 Page 6 of 8 SIGNATURE 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: April 13, 2000 BARNES & NOBLE, INC. By: /S/ LEONARD RIGGIO ----------------------------------------- Leonard Riggio, Chairman of the Board and Chief Executive Officer B&N.COM HOLDING CORP. By: /S/ LEONARD RIGGIO ----------------------------------------- Leonard Riggio, Chairman of the Board SCHEDULE 13G CUSIP No. 067846 10 Page 7 of 8 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the securities of the issuer and further agree that this Agreement be included as an exhibit to such filing. The parties to the Agreement expressly authorize each other to file on each other's behalf any and all amendments to such statement. IN WITNESS WHEREOF, the parties have executed this Agreement on April 13, 2000. BARNES & NOBLE, INC. By: /S/ LEONARD RIGGIO ----------------------------------------- Leonard Riggio, Chairman of the Board and Chief Executive Officer B&N.COM HOLDING CORP. By: /S/ LEONARD RIGGIO ----------------------------------------- Leonard Riggio, Chairman of the Board SCHEDULE 13G CUSIP No. 067846 10 Page 8 of 8 EXHIBIT A (Pursuant to Items 7 and 8) Item 7. Identification of Subsidiary Joint Filer, B&N.com Holding Corp. Item 8. Members of the Group Barnes & Noble, Inc. (3) B&N.com Holding Corp. (3) Bertlesmann AG (3) BOL.US Online, Inc. (3) NOTES (1) As described in the Issuer's May 24, 1999 Registration Statement on Form S-1 (the "Form S-1), Barnes & Noble, Inc. and Bertlesmann AG established the business of the Issuer's operating subsidiary barnesandnoble.com llc under the terms and conditions of a certain Formation Agreement dated October 31, 1998, and prior to the Issuer's May 24, 1999 initial public offering, reporting person Barnes & Noble, Inc., through its wholly- owned subsidiary and joint filer B&N.com Holding Corp., held 57,500,000 Membership Units in barnesandnoble.com llc and 1 share of the Issuer's Class B Common Stock, $.001 par value per share (the "Class B Common Stock"). (2) Neither the reporting person Barnes & Noble, Inc. nor joint filer, B&N.com Holding Corp., owns any shares of the Issuer's Class A Common Stock. Barnes & Noble, Inc. owns indirectly through its wholly-owned subsidiary and joint filer, B&N.com Holding Corp., 57,500,000 Membership Units in the Issuer's subsidiary barnesandnoble.com llc and 1 share of the Issuer's Class B Common Stock, which are currently convertible into 57,500,001 shares of Issuer's Class A Common Stock on a one-for-one basis. (3) Reporting person Barnes & Noble, Inc. and its wholly-owned subsidiary and joint filer, B&N.com Holding Corp., are or may be deemed to be members of a "group" with Bertelsmann AG and its wholly-owned subsidiary, BOL.US Online, Inc., as parties under that certain Stockholders Agreement, dated as of May 28, 1999, which, among other things, address the disposition and voting of, on a fully converted basis, an aggregate of 115,000,002 shares of the Issuer's Class A Common Stock, as more fully described in the Form S-1. Barnes & Noble, Inc. and B&N.com Holding Corp. disclaim the existence of the group, and disclaim beneficial ownership of any securities owned by Bertlesmann AG or BOL.US Online, Inc. (4) These securities are held indirectly by reporting person Barnes & Noble, Inc. through its wholly owned subsidiary and joint filer, B&N.com Holding Corp. (5) These securities are held directly by joint filer, B&N.com Holding Corp., a wholly owned subsidiary of reporting person, Barnes & Noble, Inc. -----END PRIVACY-ENHANCED MESSAGE-----