-----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, Q6NnwCHp7/4CsW2m77lA2teMrncbYDIDO8uKJTBHCqkc6PdA35h/ATpHqhfAWkvW d/9LqeMbYDL010wMv10jqw== 0000950138-03-000619.txt : 20031107 0000950138-03-000619.hdr.sgml : 20031107 20031107161419 ACCESSION NUMBER: 0000950138-03-000619 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031107 GROUP MEMBERS: B&N.COMHOLDINGCORP. 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: 03985382 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 nov13d.txt \B&N\2003 FILINGS\NOV 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. 5)* 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) November 7, 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 13 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 13 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) [ ] (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 SOURCE OF FUNDS* BK, OO, 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 119,138,502 ______________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None ______________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 119,138,502 ______________________________________________________________ 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) 74.8% _____________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 067846 10 5 13D Page 3 of 13 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) [ ] (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 SOURCE OF FUNDS* BK, OO, 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 119,138,502 ______________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None ______________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 119,138,502 ______________________________________________________________ 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) 74.8% _____________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 067846 10 5 Page 4 of 13 Pages This Amendment No. 5 to Schedule 13D ("Amendment No. 5") is being filed by Barnes & Noble, Inc. ("B&N") and its wholly owned subsidiary, B&N.com Holding Corp. ("B&N.com Holding"), each Delaware corporations (collectively, the "Reporting Persons"), to amend the Schedule 13D filed by the Reporting Persons on November 1, 2002 (the "Schedule 13D"), as amended on November 15, 2002 by Amendment No. 1, as amended on April 7, 2003 by Amendment No. 2, as amended on August 1, 2003 by Amendment No. 3, and as amended on September 15, 2003 by Amendment No. 4 ("Amendment No. 4"), 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 No. 5 amends and supplements only information that has materially changed since the September 15, 2003 filing of Amendment No. 4. 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 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following: (c) and (f) The name, business address, present principal occupation or employment, citizenship and certain other information relating to each director and executive officer of each of the Reporting Persons is set forth on Schedule A attached hereto and incorporated herein by reference. (d) - (e) During the last five years, none of the Reporting Persons, and to the best of their knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: B&N expects to fund the potential merger reported in this Amendment No. 5 and described in Item 4 below from cash flow from operations and from its $500 million revolving credit facility, with Fleet National Bank as administrative agent thereunder. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: 13D CUSIP No. 067846 10 5 Page 5 of 13 Pages B&N today announced that it has proposed to take the Issuer private through a merger. In the merger, all shareholders of the Issuer (other than B&N.com Holding) would receive $2.50 in cash for each Share of the Issuer that they own. At this price, B&N estimates that it would be paying in excess of the approximate net after-tax price per share that it paid to Bertelsmann AG in a combination of cash and notes on September 15, 2003 for a 37 percent interest in the Issuer. The aggregate consideration for the outstanding Shares (including Shares outstanding following exercise of "in-the-money" options) would be approximately $115 million. As a result of the merger, the Issuer would become a wholly owned subsidiary of B&N. The press release is filed as an exhibit hereto and is incorporated by reference herein. Also filed as an exhibit hereto and incorporated by reference herein is the letter sent to the Special Committee of the Board of Directors of the Issuer proposing the merger. Consummation of the proposed merger would be subject to the (i) approval of the Special Committee of the Board of Directors of the Issuer, (ii) execution and delivery of a definitive merger agreement and such other documentation (including regulatory filings) as may be required or appropriate and (iii) receipt of all necessary third party consents, if any. Upon completion of the proposed merger, B&N would seek to cause the shares of the Issuer to be delisted from trading on the Nasdaq National Market and deregistered under the Securities Exchange Act of 1934, as amended. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following: (a) As of the date of this Statement, the Reporting Persons beneficially own, within the meaning of Exchange Act Rule 13d-3, 119,138,502 Shares, representing approximately 74.8% of the outstanding Shares of the Issuer. These Shares beneficially owned by the Reporting Persons consist of the following: (i) 115,000,002 Shares which the Reporting Persons have the right to acquire within 60 days upon conversion of (A) their one share of Class B Common Stock in the Issuer, (B) their one share of Class C Common Stock in the Issuer, and (C) their 115,000,000 membership units in bn.com; and (ii) 4,138,500 Shares. Except as set forth in this Item 5(a) and in Schedule B attached hereto and incorporated herein by reference, none of the Reporting Persons, and, to the best of their knowledge, any persons named in Schedule A hereto, beneficially owns any Shares. (b) The Reporting Persons have sole power to vote and to dispose of the 119,138,502 Shares they beneficially own as of the date hereof. 13D CUSIP No. 067846 10 5 Page 6 of 13 Pages (c) Except as set forth in Schedule C attached hereto and incorporated herein by reference, no transactions in the Shares have been effected during the past 60 days by the Reporting Persons or, to the best knowledge of the Reporting Persons, by any of the persons named in Schedule A. Item 7. Material to be Filed as Exhibits. Item 7 is amended and supplemented to include the following: 99.1 Press Release issued by B&N on November 7, 2003. 99.2 Letter to the Special Committee of the Board of Directors of the Issuer regarding the proposed merger. 13D CUSIP No. 067846 10 5 Page 7 of 13 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: November 7, 2003 BARNES & NOBLE, INC. By: /s/ Joseph Lombardi ----------------------- Joseph Lombardi Chief Financial Officer B&N.COM HOLDING CORP. By: /s/ Joseph Lombardi ----------------------- Joseph Lombardi Chief Financial Officer 13D CUSIP No. 067846 10 5 Page 8 of 13 Pages SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF BARNES & NOBLE, INC. AND B&N.COM HOLDING CORP. The name, business address, title, present principal occupation or employment of each of the executive officers and directors of Barnes & Noble, Inc. and B&N.com Holding Corp. are set forth below. If no business address is given, the officer's or director's business address is 122 Fifth Avenue, New York, NY 10011. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Barnes & Noble, Inc. and B&N.com Holding Corp., at 122 Fifth Avenue, New York, NY 10011. All of the persons listed below are citizens of the United States of America. Title and Present Principal Occupation Including Name and Name and Business Address(1) Address(1) of Employer - -------------------------------------- ---------------------------------------- Leonard Riggio....................... Founder and Chairman of the Board Stephen Riggio....................... Vice Chairman and Chief Executive Officer Mitchell S. Klipper.................. Chief Operating Officer J. Alan Kahn......................... President of the Barnes & Noble Publishing Group* Lawrence S. Zilavy................... Executive Vice President of Corporate Finance & Strategic Planning William F. Duffy..................... Executive Vice President, Distribution and Logistics 100 Middlesex Center Boulevard Jamesburg, NJ 08831 Mary Ellen Keating................... Senior Vice President, Corporate Communications and Public Affairs David S. Deason...................... Vice President of Barnes & Noble Development* 1501 LBJ Freeway, Suite 290 Dallas, TX 75025 Gary A. King......................... Chief Information Officer Joseph Lombardi...................... Chief Financial Officer Michelle L. Smith.................... Vice President, Human Resources Mark Bottini......................... Vice President and Director of Stores 13D CUSIP No. 067846 10 5 Page 9 of 13 Pages Title and Present Principal Occupation Including Name and Name and Business Address(1) Address(1) of Employer - -------------------------------------- ---------------------------------------- Michael N. Rosen..................... Secretary and Director Principal Occupation and Employer: Chairman, New York Office Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104 Matthew A. Berdon.................... Director Principal Occupation and Employer: Senior Partner F.B. & Co. LLP 19 West 44th Street New York, NY 10036 Michael Del Giudice.................. Director Principal Occupation and Employer: Senior Managing Director Millenium Credit Markets LLC One Rockefeller Plaza, Suite 2330 New York, NY 10020 William Dillard, II................. Director Principal Occupation and Employer: Chairman and Chief Executive Officer Dillard's , Inc. 1600 Cantrell Road Little Rock, AR 72201 Irene R. Miller..................... Director Principal Occupation and Employer: Chief Executive Officer Akim, Inc. 186 Riverside Drive New York, NY 10024 Margaret T. Monaco.................. Director Principal Occupation and Employer: Vice President and Chief Operating Officer Merrill Lynch Ventures, LLC 4 World Financial Center, 23rd Floor New York, NY 10080 13D CUSIP No. 067846 10 5 Page 10 of 13 Pages Title and Present Principal Occupation Including Name and Name and Business Address(1) Address(1) of Employer - -------------------------------------- ---------------------------------------- William Sheluck, Jr................. Director Retired 36 Greenleaf Farms Road Newtown, CT 06470 * Barnes & Noble, Inc. only. (1) 122 Fifth Avenue, New York, NY 10011, unless a different address is given for Address of Employer. 13D CUSIP No. 067846 10 5 Page 11 of 13 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. 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) of Shares Executive Officer or Director Beneficially Owned(1)(2) - --------------------------------------------- --------------------------------- Leonard Riggio, Founder and Chairman of the Board 2,014,437 (1.3%) Stephen Riggio, Vice Chairman and Chief Executive Officer 3,580,000 (2.2%) (3) Mitchell S. Klipper, Chief Operating Officer 234,710 (0.1%) (4) J. Alan Kahn, President of Barnes & Noble Publishing Group 83,333 (0.1%) Lawrence S. Zilavy, Executive Vice President of Corporate Finance & Strategic Planning 300 (0.0%) William F. Duffy, Executive Vice President, Distribution and Logistics 830,500 (0.5%) (5) Mary Ellen Keating, Senior Vice President, Corporate Communications and Public Affairs 332 (0.0%) David S. Deason, Vice President of Barnes & Noble Development 0 (0.0%) Gary A. King, Chief Information Officer 1,011,190 (0.6%) (6) Joseph Lombardi, Chief Financial Officer 0 (0.0%) Michelle L. Smith, Vice President, Human Resources 0 (0.0%) Mark Bottini, Vice President and Director of Stores 170 (0.0%) Michael N. Rosen, Secretary and Director 100,000 (0.1%) (7) 13D CUSIP No. 067846 10 5 Page 12 of 13 Pages Name and Title of Number (and Percentage) of Shares Executive Officer or Director Beneficially Owned(1)(2) - --------------------------------------------- --------------------------------- Matthew A. Berdon, Director 95,000 (0.1%) Michael Del Giudice, Director 4,200 (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 B&N.com Holding Corp. (i.e. after giving effect to the conversion of the super voting stock and membership units into Shares). Without giving effect to that conversion, the percentages in the above table would be 4.5%, 7.5%, 0.5%, 0.2%, 0.0%, 1.8%, 0.0%, 0.0%, 2.2%, 0.0%, 0.0%, 0.0%, 0.2%, 0.2%, 0.0%, 0.0%, 0.0%, 0.0% and 0.1%, respectively. (2) Excludes 4,158,088 Shares issued to the Issuer in connection with the merger with Fatbrain.com, LLC. (3) Includes 3,380,000 Shares for which Mr. Riggio has an option to purchase exercisable within 60 days of the date of this Statement. (4) Mr. Klipper's wife has sole voting and dispositive power over 7,700 of these Shares. (5) 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. (6) 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. (7) Includes 40,000 Shares for which Mr. Rosen has an option to purchase exercisable within 60 days of the date of this Statement. 13D CUSIP No. 067846 10 5 Page 13 of 13 Pages SCHEDULE C On September 15, 2003, B&N, Bertelsmann AG ("Bertelsmann"), and BOL.US Online, Inc. ("BOL.US"), a wholly owned subsidiary of Bertelsmann, consummated the transactions contemplated by the Purchase Agreement, dated as of July 29, 2003 (the "Agreement"), by and between Bertelsmann, BOL.US, and B&N, pursuant to which B&N acquired all of the Shares, together with all of the membership units in barnesandnoble.com llc ("bn.com") and all of the shares of Class C Common Stock of the Issuer, beneficially owned by Bertelsmann for an aggregate amount equal to $164,152,802.80, equivalent to $2.80 per share and per membership unit, subject to possible adjustment as set forth in the Agreement. B&N subsequently transferred all shares and membership units purchased pursuant to the Agreement to B&N.com Holding. EX-99 3 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 BARNES & NOBLE BOOKSELLERS FOR IMMEDIATE RELEASE Media Contact: Investor Contacts: ------------- ----------------- Mary Ellen Keating Joseph J. Lombardi Senior Vice President Chief Financial Officer Corporate Communications Barnes & Noble, Inc. Barnes & Noble, Inc. (212) 633-3215 (212) 633-3323 AND Larry Zilavy Executive Vice President Corporate Finance & Strategic Planning Barnes & Noble, Inc. (212) 633-3336 BARNES & NOBLE PROPOSES TO TAKE BARNES & NOBLE.COM PRIVATE New York, NY (November 7, 2003)-Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today announced that it has proposed to take Barnes & Noble.com (NASDAQ: BNBN) (www.bn.com) private through a merger. In the merger, all shareholders of Barnes & Noble.com (other than B&N.com Holding Corp., a subsidiary of Barnes & Noble) would receive $2.50 in cash for each share of Barnes & Noble.com that they own. At this price, Barnes & Noble estimates that it would be paying in excess of the approximate net after-tax price per share that it paid to Bertelsmann AG in a combination of cash and notes on September 15, 2003 for a 37 percent interest in Barnes & Noble.com. The aggregate consideration for the outstanding Barnes & Noble.com shares (including shares outstanding following exercise of "in-the-money" options) would be approximately $115 million. As a result of the merger, Barnes & Noble.com would become a wholly owned subsidiary of Barnes & Noble. Barnes & Noble does not expect the transaction to have any dilutive effect on earnings per share for the current fiscal year and anticipates that any dilutive effect on earnings per share in the next fiscal year will not be material. ABOUT THE MERGER Consummation of the proposed merger would be subject to the (i) approval of the Special Committee of the Board of Directors of Barnes & Noble.com, (ii) execution and delivery of a definitive merger agreement and such other documentation (including regulatory filings) as may be required or appropriate and (iii) receipt of all necessary third party consents, if any. Upon completion of the proposed merger, Barnes & Noble would seek to cause the shares of Barnes & Noble.com to be delisted from trading on the Nasdaq National Market and deregistered under the Securities Exchange Act of 1934, as amended. NOTICE FOR BARNES & NOBLE.COM SECURITY HOLDERS Barnes & Noble.com security holders and other interested parties are urged to read Barnes & Noble's relevant documents filed with the SEC when they become available because they will contain important information. Barnes & Noble.com security holders will be able to receive such documents free of charge at the SEC's website, www.sec.gov, and such documents will be delivered without charge to all shareholders of Barnes & Noble.com. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE: BKS) is the world's largest bookseller, operating 634 Barnes & Noble bookstores in 49 states. It also operates 234 B. Dalton Bookseller stores, primarily in regional shopping malls. The company offers titles from more than 50,000 publisher imprints, including thousands of small, independent publishers and university presses. Barnes & Noble also has approximately a 63% interest in GameStop (NYSE: GME), the nation's largest video-game and entertainment-software specialty retailer with 1,393 stores. General financial information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's corporate Web site: http://www.barnesandnobleinc.com/financials. SAFE HARBOR This press release contains "forward-looking statements." Barnes & Noble is including this statement for the express purpose of availing itself of the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. These forward-looking statements are based on currently available information and represent the beliefs of the management of the company. These statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, general economic and market conditions, decreased consumer demand for the company's products, possible disruptions in the company's computer or telephone systems, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible disruptions or delays in the opening of new stores or the inability to obtain suitable sites for new stores, higher than anticipated store closing or relocation costs, higher interest rates, the performance of the company's online and other initiatives, the successful integration of acquired businesses, unanticipated increases in merchandise or occupancy costs, unanticipated adverse litigation results or effects, product shortages, and other factors which may be outside of the company's control. Please refer to the company's annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially. # # # EX-99 4 ex99-2.txt EXHIBIT 99.2 - PARENT LETTER Exhibit 99.2 BARNES & NOBLE BOOKSELLERS November 7, 2003 By Fax - ------ Ms. Patricia Higgins and Mr. Jan Michiel Hessels Special Committee of the Board of Directors c/o barnesandnoble.com 76 Ninth Avenue, 11th Floor New York, NY 10011 Dear Patricia and Jan Michiel: Barnes & Noble, Inc. ("Barnes & Noble") is pleased to propose a merger (the "Merger") with barnesandnoble.com inc. ("Barnes & Noble.com") in which all shareholders of Barnes & Noble.com (other than B&N.com Holding Corp.) would receive $2.50 in cash for each share of Barnes & Noble.com (the "Shares") that they own. At this price, Barnes & Noble estimates that it would be paying in excess of the approximate net after-tax price per Share that it paid to Bertelsmann AG in a combination of cash and notes on September 15, 2003 for a 37% interest in Barnes & Noble.com. As a result of the Merger, Barnes & Noble.com would become a wholly owned subsidiary of Barnes & Noble. Please note that we remain committed to providing interim financing to Barnes & Noble.com if it requires capital prior to the consummation of the proposed transaction. In the event the transaction is not consummated, the interim financing would be taken out by a rights offering that we would underwrite at an appropriate discount to market. Consummation of the Merger would be subject to the (i) approval of the Special Committee of the Board of Directors of Barnes & Noble.com, (ii) execution and delivery of a definitive merger agreement and such other documentation (including regulatory filings) as may be required or appropriate and (iii) receipt of all necessary third party consents, if any (together, the "Conditions"). Upon consummation of the Merger, Barnes & Noble would cause the Shares to be delisted from trading on the Nasdaq National Market and deregistered under the Securities Exchange Act of 1934, as amended. A copy of the press release announcing the proposed transaction is attached for your information. We expect to make this release public prior to the market opening today. We reserve the right to rescind or amend this offer at any time prior to the satisfaction of the Conditions. We wish to complete this transaction as soon as possible. Accordingly, we appreciate your immediate consideration of this proposal and look forward to your prompt response. We are available to meet with you and your advisors to discuss the proposed transaction at your convenience. Very truly yours, /s/ Leonard Riggio --------------------- Leonard Riggio Chairman -----END PRIVACY-ENHANCED MESSAGE-----