-----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, JEsggTO3UNYTpNvanMhkuxiW14sTkF4DNa1FKTb6qKcQtc4rz/2W0d9/2Xym3nKe SWfWYexCdhjrJmZBDn04xQ== 0000908645-98-000057.txt : 19980217 0000908645-98-000057.hdr.sgml : 19980217 ACCESSION NUMBER: 0000908645-98-000057 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980212 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 13G/A SEC ACT: SEC FILE NUMBER: 005-42707 FILM NUMBER: 98535585 BUSINESS ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD CITY: WESTBURY STATE: NY ZIP: 11590-5130 BUSINESS PHONE: 5163388119 MAIL ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD CITY: WESTBURY STATE: NY ZIP: 590-5130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORSTMANN LEFF ASSOCIATES INC CENTRAL INDEX KEY: 0000917297 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 55 EAST 52ND ST CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-644-9888 MAIL ADDRESS: STREET 1: 55 EAST 52ND ST CITY: NEW YORK STATE: NY ZIP: 10055 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _____3_____)* Barnes & Noble, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 067774109 (CUSIP Number) *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). 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forstmann-Leff Associates Inc. 13-3131718 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER NUMBER OF SHARES 3,636,730 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 4,568,100 shares PERSON WITH 7 SOLE DISPOSITIVE POWER 4,205,030 shares 8 SHARED DISPOSITIVE POWER 6,437,100 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,642,130 shares (includes shares beneficially owned by FLA Asset Management, Inc., Stamford Advisers Corp., Forstmann-Leff Associates L.P. and FLA Advisers L.L.C.) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.7% 12 TYPE OF REPORTING PERSON IA, CO 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FLA Asset Management, Inc. 13-29256626 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 637,900 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 2,506,900 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,506,900 shares (includes shares beneficially owned by Forstmann-Leff Associates L.P.) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.7% 12 TYPE OF REPORTING PERSON IA, CO 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stamford Advisers Corp. 13-3421430 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 87,800 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 87,800 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,800 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON IA, CO 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forstmann-Leff Associates L.P. 13-3717850 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 101,600 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 101,600 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,600 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON IA, PN 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FLA Advisers L.L.C. 13-3942422 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 3,930,200 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 3,930,200 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,930,200 shares (including shares beneficially owned by Stamford Advisers Corp.) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12 TYPE OF REPORTING PERSON IA, OO Item 1(a) NAME OF ISSUER: Barnes & Noble, Inc. Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 122 Fifth Avenue New York, NY 10011 Item 2(a) NAME OF PERSON FILING: See Item 1 of the cover pages attached hereto Item 2(b) Address of Principal Business Office, or if none, residence: 590 Madison Avenue New York, New York 10022 Item 2(c) CITIZENSHIP: See Item 4 of the cover pages attached hereto Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 Item 2(e) CUSIP NUMBER: 067774109 Item 3 Forstmann-Leff Associates Inc., a New York corporation, is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (the "Act"). FLA Asset Management, Inc., a Delaware corporation, is a registered investment adviser under the Act and a subsidiary of Forstmann-Leff Associates Inc. Forstmann- Leff Associates L.P., a Delaware limited partnership, is a registered investment adviser under the Act. FLA Asset Management Inc. is the general partner of Forstmann-Leff Associates L.P. FLA Advisers L.L.C., a New York limited liability company, is a registered investment adviser under the Act whose managing members are principals of Forstmann-Leff Associates Inc. Stamford Advisers Corp., a New York corporation, is a registered investment adviser under the Act whose parent company is FLA Advisers L.L.C. Item 4 OWNERSHIP: (a) Amount beneficially owned: See Item 9 of the cover pages attached hereto (b) Percent of Class: See Item 11 of the cover pages attached hereto (c) See Items 5 through 8 of the cover pages attached hereto 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: Various clients of the reporting persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Barnes & Noble, Inc. No one client's interest in the Common Stock of Barnes & Noble, Inc. is more than five percent of the total outstanding Common Stock. Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable Item 9 NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10 CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. February 11, 1998 FORSTMANN-LEFF ASSOCIATES INC. By: /s/ Peter A. Lusk Peter A. Lusk Executive Vice President FLA ASSET MANAGEMENT, INC. By: /s/ Peter A. Lusk Peter A. Lusk Executive Vice President STAMFORD ADVISERS CORP. By: /s/ Peter A. Lusk Peter A. Lusk President FORSTMANN-LEFF ASSOCIATES L.P. By: FLA Asset Management, Inc. General Partner By: /s/ Peter A. Lusk Peter A. Lusk Executive Vice President FLA ADVISERS L.L.C. By: /s/ Peter A. Lusk Peter A. Lusk Managing Member Exhibit A AGREEMENT The undersigned, Forstmann-Leff Associates Inc., FLA Asset Management, Inc., Stamford Advisers Corp., Forstmann-Leff Associates L.P. and FLA Advisers L.L.C., agree that the statement to which this exhibit is appended is filed on behalf of each of them. February 11, 1998 FORSTMANN-LEFF ASSOCIATES INC. By: /s/ Peter A. Lusk Peter A. Lusk Executive Vice President FLA ASSET MANAGEMENT, INC. By: /s/ Peter A. Lusk Peter A. Lusk Executive Vice President STAMFORD ADVISERS CORP. By: /s/ Peter A. Lusk Peter A. Lusk President FORSTMANN-LEFF ASSOCIATES L.P. By: FLA Asset Management, Inc. General Partner By: /s/ Peter A. Lusk Peter A. Lusk Executive Vice President FLA ADVISERS L.L.C. By: /s/ Peter A. Lusk Peter A. Lusk Managing Member -----END PRIVACY-ENHANCED MESSAGE-----