-----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, PVR4q/o/xqN2L3kzRkZjmKtmISuxmNpN4SQu7Xwn6jof8bCMiYjMwMh4wmV3Zd/3 Kg+ttU8YVkqHwTR10+V2iQ== 0000950138-03-000249.txt : 20030407 0000950138-03-000249.hdr.sgml : 20030407 20030407171712 ACCESSION NUMBER: 0000950138-03-000249 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030407 GROUP MEMBERS: B&N.COMHOLDING CORP. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56413 FILM NUMBER: 03641899 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 13D/A 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 sc13d-a.txt \B&N\2003 FILINGS\APRIL FILINGS\B&N 13D\ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* barnesandnoble.com inc. ----------------------- (Name of Issuer) CLASS A COMMON STOCK -------------------- (Title of Class of Securities) 067846 10 5 ----------- (CUSIP Number) Mr. Leonard Riggio Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 with copies to: Jay M. Dorman, Esq. Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 3, 2003 ----------------- (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: [ ] 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. (Continued on following pages) (Page 1 of 8 Pages) * 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 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). CUSIP No. 067846 10 5 13D Page 2 of 8 Pages _____________________________________________________________________________ 1 NAME 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) [X] (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 SOURCE OF FUNDS* WC _____________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] _____________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 60,512,501 ______________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None ______________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 60,512,501 ______________________________________________________________ PERSON 10 SHARED DISPOSITIVE POWER WITH None _____________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 119,138,502 _____________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] _____________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.1% _____________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 067846 10 5 13D Page 3 of 8 Pages _____________________________________________________________________________ 1 NAME 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) [X] (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 SOURCE OF FUNDS* WC _____________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] _____________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 60,512,501 ______________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None ______________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 60,512,501 ______________________________________________________________ PERSON 10 SHARED DISPOSITIVE POWER WITH None _____________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 119,138,502 _____________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] _____________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.1% _____________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 2 to Schedule 13D is being filed by Barnes & Noble, Inc. and its wholly owned subsidiary B&N.com Holding Corp., each Delaware corporations (collectively, the "Reporting Persons"), to amend the Schedule 13D filed by the Reporting Persons on November 1, 2002 (the "Schedule 13D"), and amended on November 15, 2002 by Amendment No. 1 ("Amendment No. 1"), with respect to beneficial ownership of Class A Common Stock, $0.001 par value per share (the "Shares"), of barnesandnoble.com inc., a Delaware corporation (the "Issuer"). In accordance with Exchange Act Rule 13d-2, this amendment amends and supplements only information that has materially changed since the November 15, 2002 filing of Amendment No. 1. Unless otherwise indicated herein, terms used and defined in the Schedule 13D shall have the same respective meanings herein as are ascribed to such terms in the Schedule 13D. Item 5. Interest in Securities of the Issuer. (i) Item 5(a) of the Schedule 13D is hereby amended to replace the third paragraph of Item 5(a) with the following paragraph: "As of April 3, 2003, the Reporting Persons beneficially owned, within the meaning of Exchange Act Rule 13d-3, 119,138,502 Shares, representing approximately 73.1% of the outstanding Shares of the Issuer. These Shares consisted of the following: (i) 57,500,001 Shares which the Reporting Persons had the right to acquire within 60 days upon conversion of (A) their one share of super voting common stock in the Issuer and (B) their 57,500,000 membership units in bn.com; (ii) 57,500,001 Shares which Bertelsmann had the right to acquire within 60 days upon conversion of (A) its one share of super voting common stock in the Issuer and (B) its 57,500,000 membership units in bn.com; and (iii) an additional 3,012,500 Shares purchased by the Reporting Persons and an additional 1,126,000 Shares purchased by Bertelsmann since October 2, 2002." (ii) Item 5(a) is hereby amended to replace in its entirety the Schedule B referred to therein with the Schedule B attached hereto. (iii) Item 5(b) of the Schedule 13D is hereby amended to read in its entirety as follows: "(b) The Reporting Persons have sole power to vote and to dispose of the 58,034,001 Shares they beneficially owned prior to the formation of a group with Bertelsmann on October 22, 2002, as well as the additional 2,478,500 Shares purchased by the Reporting Persons since the formation of the group. The Reporting Persons do not have any power, whether sole or shared, to vote or to dispose of any of the 57,500,001 Shares beneficially owned by Bertelsmann prior to the formation of the group or any of the 1,126,000 Shares purchased by Bertelsmann since the formation of the group." (iv) Schedule C of the Schedule 13D is hereby amended to add the following purchases by B&N.com Holding Corp. to the end of Section A of said Schedule C, as said Schedule C was previously amended by Amendment No. 1: Date Number of Shares Purchased Price Per Share - -------------------------- -------------------------- --------------- November 15, 2002 35,500 $1.4175 November 18, 2002 17,500 $1.6057 November 19, 2002 25,000 $1.5520 November 26, 2002 20,000 $1.7500 January 30, 2003 25,000 $1.0820 January 31, 2003 32,000 $1.0703 February 3, 2003 29,000 $1.0914 February 4, 2003 12,500 $1.0780 February 5, 2003 29,000 $1.1366 February 6, 2003 1,005,000 $1.0900 February 7, 2003 25,000 $1.1000 Page 4 of 8 Pages February 10, 2003 20,000 $1.0800 February 21, 2003 25,000 $1.0500 February 25, 2003 21,000 $1.1000 February 26, 2003 10,000 $1.1000 March 3, 2003 20,500 $1.1524 March 4, 2003 20,500 $1.1485 March 5, 2003 15,000 $1.1700 March 24, 2003 23,500 $1.3091 March 25, 2003 15,000 $1.3883 April 3, 2003 40,000 $1.5300 (v) Schedule C of the Schedule 13D is hereby amended to add the following transactions to the end of Section B of said Schedule C, as said Schedule C was previously amended by Amendment No. 1: "(2) On December 20, 2002, Leonard Riggio, the Chairman of the Board of the Reporting Persons, sold 400,000 Shares to Marie Toulantis, Chief Executive Officer of the Issuer, at $1.10 per share. (3) On February 12, 2003, Michael N. Rosen, the Secretary and a Director of the Reporting Persons, purchased 20,000 shares at $1.08 per share and 10,000 shares at $1.07 per share in open market transactions." Page 5 of 8 Pages 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 7, 2003 BARNES & NOBLE, INC. By: /s/ John C. Weisenseel ----------------------- John C. Weisenseel Vice President, Treasurer B&N.COM HOLDING CORP. By: /s/ John C. Weisenseel ----------------------- John C. Weisenseel Vice President, Treasurer Page 6 of 8 Pages SCHEDULE B BENEFICIAL OWNERSHIP OF CLASS A COMMON STOCK OF BARNESANDNOBLE.COM INC. BY EXECUTIVE OFFICERS AND DIRECTORS OF BARNES & NOBLE, INC. AND B&N.COM HOLDING CORP. To the knowledge of the Reporting Persons, the following table sets forth the number and percentage of shares of Class A Common Stock of barnesandnoble.com inc. ("Shares") owned by the executive officers and directors of Barnes & Noble, Inc. and B&N.com Holding Corp. Any such executive officer or director not named below is believed by the Reporting Persons to own no Shares. To the knowledge of the Reporting Persons, except as indicated below, the persons listed below have sole voting and dispositive power with respect to the Shares opposite their name. Name and Title of Number (and Percentage) Executive Officer or Director of Shares Beneficially Owned(1) - -------------------------------------- ---------------------------------- Leonard Riggio, Chairman of the Board 2,014,437 (1.2%) Stephen Riggio, Vice Chairman 3,580,000 (2.2%) (2) Mitchell S. Klipper, Chief Operating Officer 234,710 (0.1%) (3) J. Alan Kahn, President of Barnes & Noble Publishing Group 83,333 (0.1%) Lawrence S. Zilavy, Chief Financial Officer 300 (0.0%) William F. Duffy, Executive Vice President, Distribution and Logistics 830,500 (0.5%) (4) Mary Ellen Keating, Senior Vice President, Corporate Communications 332 (0.0%) Gary A. King, Vice President and Chief Information Officer 1,011,190 (0.6%) (5) Michael N. Rosen, Secretary and Director 100,000 (0.1%) (6) Matthew A. Berdon, Director 95,000 (0.1%) Michael Del Giudice, Director 4,100 (0.0%) William Dillard, II, Director 15,000 (0.0%) Irene R. Miller, Director 10,000 (0.0%) Margaret T. Monaco, Director 9,275 (0.0%) William Sheluck, Jr., Director 60,000 (0.0%) (1) Percentage determined after giving effect to beneficial ownership of Shares by Barnes & Noble, Inc. and Bertelsmann AG (i.e. after giving effect to the conversion of their super voting stock and membership units into Shares). Without giving effect to that conversion, the percentages in the above table would be 4.2%, 7.0%, 0.5%, 0.2%, 0.0%, 1.7%, 0.0%, 2.1% , 0.2%, 0.2%, 0.0%, 0.0%, 0.0%, 0.0% and 0.1%, respectively. Page 7 of 8 Pages SCHEDULE B (Continued) (2) Includes 3,380,000 Shares for which Mr. Riggio has an option to purchase exercisable within 60 days of the date of this Statement. (3) Mr. Klipper's wife has sole voting and dispositive power over 7,700 of these Shares. (4) All of these Shares are Shares for which Mr. Duffy has an option to purchase exercisable within 60 days of the date of this Statement. (5) Includes 1,011,000 Shares for which Mr. King has an option to purchase exercisable within 60 days of the date of this Statement. The remaining 190 Shares are owned by Mr. King's wife, and she has sole voting and dispositive power with respect to those Shares. (6) Includes 40,000 Shares for which Mr. Rosen has an option to purchase exercisable within 60 days of the date of this Statement. Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----