-----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, FwSpkUmq1gBHKErJIBDYS+4PieEhJUI08LcEiPaHHebAruPHt+/zmove2H+7g2gH mdA/+QFwGlQWP6FwQJvJ8w== 0000902873-96-000053.txt : 19960703 0000902873-96-000053.hdr.sgml : 19960703 ACCESSION NUMBER: 0000902873-96-000053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960702 SROS: NYSE 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: 0129 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42707 FILM NUMBER: 96590265 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENDEX INTERNATIONAL NV CENTRAL INDEX KEY: 0000935201 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: DE KLENCKE 6 STREET 2: 1083 HH AMSTERDAM CITY: NETHERLANDS STATE: P8 ZIP: 0000 MAIL ADDRESS: STREET 1: DE KLENCKE 6 STREET 2: 1083 HH AMSTERDAM CITY: NETHERLANDS STATE: P7 SC 13D/A 1 OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response. .14.90 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Barnes & Noble, Inc. - ---------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 - ---------------------------------------------------------------------------- (Title of Class of Securities) 067774109 ------------------------------ (CUSIP Number) J.M. Hessels, Vendex International N.V., De Klencke 6, 1083 HH Amsterdam, The Netherlands, 011-31-20-549-0490 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26, 1996 - ---------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box // . Check the following box if a fee is being paid with the statement // . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D - ---------------------- ----------------- CUSIP No. 067774109 Page 2 of 6 Pages - ---------------------- ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vendex International N.V. 98:0073258 - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / Not Applicable - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 3,119,286 OWNED BY --------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON None WITH --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,119,286 - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,119,286 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 6 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Amendment No. 1 to Schedule 13D This Amendment No. 1 to the Schedule 13D (the "Schedule 13D") of Vendex International N.V., a corporation organized under the laws of the Netherlands ("Vendex"), dated July 27, 1995 in respect of shares of Common Stock, par value $.001 per share, of Barnes & Noble, Inc., a Delaware corporation (the "Issuer"), amends the Schedule 13D as indicated below. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. Item 2. Identity and Background. ----------------------- Annex A referred to in the second paragraph of Item 2 of the Schedule 13D and attached to the Schedule 13D, containing certain information with respect to the executive officers and directors of Vendex, is hereby amended and replaced in its entirety by Annex A attached hereto and incorporated herein by reference. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended to read in its entirety as follows: (a) As of the date hereof, Vendex (including those shares held through Vendamerica) beneficially owns 3,119,286 shares of the Common Stock, which represents approximately 9.5% of the issued and outstanding shares of the Common Stock. Each of Drs. W.C.J. Angenent, Member of the Board of Management and Chief Financial Officer of Vendex, and Mr. J.M. Hessels, Member of the Board of Management and Chief Executive Officer of Vendex, owns 1,000 shares of the Common Stock. To Vendex's knowledge, none of its other executive officers or directors beneficially owns any Common Stock (other than in his or her capacity as an executive officer or director of Vendex) and no executive officers or directors have the right to acquire any Common Stock. (b) Vendex, through Vendamerica, has the sole power to vote or to direct the vote and to dispose or direct the disposition of 620,643 shares of the Common Stock referred to in paragraph (a). Vendex has the sole power to vote or direct the vote and to dispose or direct the disposition of 2,498,643 shares of the Common Stock referred to in paragraph (a). Page 3 of 6 Pages To Vendex's knowledge, none of its executive officers or directors has the power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Common Stock beneficially owned by Vendex (other than in his or her capacity as an executive officer or director of Vendex). (c) On June 26, 1996, Vendex sold 320,000 shares of Common Stock at $34.50 per share in brokers transactions pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. Other than such sale, Vendex has not effected any transactions in the Common Stock during the past sixty days. To Vendex's knowledge, no executive officer or director of Vendex has effected any transactions in the Common Stock during the past sixty days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock beneficially owned by Vendex. (e) Not applicable. Page 4 of 6 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. VENDEX INTERNATIONAL N.V. July 2, 1996 By: /s/ J.M. Hessels - ------------------ -------------------------------- Date Name: J.M. Hessels Title: Chief Executive Officer Page 5 of 6 Pages Annex A Vendex International N.V. Name and Business Address: (all business addresses are Vendex International N.V. De Klencke 6 Present Principal 1083 HH Amsterdam Occupation or Employment The Netherlands unless (all with Vendex unless otherwise indicated) otherwise indicated) Citizenship - --------------------------- ------------------------ ----------- DIRECTORS Drs W.C.J. Angenent RA Chief Financial Officer Netherlands Mr H.D. Cohen Member of the Board of Netherlands Origin Directors of Origin Utrecht, Netherlands Drs P.E. Hamming Member of the Board Netherlands of Management Mr J.M. Hessels Chief Executive Officer Netherlands Drs H. Langman Chairman of Supervisory Netherlands Board Prof. Mr J.M.M. Maeijer Professor at Law, Netherlands Katholieke Universiteit Katholieke Universiteit Nijmegen, Netherlands at Nijmegen Drs G.H. Smit RA Member of the Board of Netherlands Management Prof. Dr W.H. Vroom Retired Netherlands Amsterdam, Netherlands Mr. R. van de Vijver Partner in Loeff Claeys Netherlands Loeff Claeys Verbeke, Verbeke, a law firm Amsterdam, Netherlands Drs K.M.P. Peijs Member of European Netherlands Strasbourg, France Parliament EXECUTIVE OFFICERS (who are not Directors) - ----------------------- None Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----