-----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, SWCgxLwLSZmgQ8E3nXcO/hLsbvI5wBOWc25pd5A9kNYwm9tQGmQ9nSIuNEC3UNDe Y0+33Qe15TC+K/MMrvoFzA== 0000908645-01-000014.txt : 20010223 0000908645-01-000014.hdr.sgml : 20010223 ACCESSION NUMBER: 0000908645-01-000014 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 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: 0130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42707 FILM NUMBER: 1542553 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: FORSTMANN LEFF ASSOCIATES LLC CENTRAL INDEX KEY: 0000917297 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133131718 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126449888 MAIL ADDRESS: STREET 1: 590 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: FORSTMANN LEFF ASSOCIATES INC DATE OF NAME CHANGE: 19940110 SC 13G/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.6)* Barnes & Noble, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 067774109 (CUSIP Number) December 31, 2000 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] 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). CUSIP NO. 067774109 13G Page 2 of 11 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forstmann-Leff Associates, LLC 52-2169043 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 2,303,535 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 4,662,425 shares PERSON WITH 7 SOLE DISPOSITIVE POWER 3,052,303 shares 8 SHARED DISPOSITIVE POWER 6,065,000 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,117,303 shares (includes shares beneficially owned by FLA Asset Management, LLC, FLA Advisers L.L.C. and Forstmann-Leff International, LLC) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.2% 12 TYPE OF REPORTING PERSON IA, OO CUSIP NO. 067774109 13G Page 3 of 11 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FLA Asset Management, LLC 52-2169045 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 1,036,125 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 2,449,875 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,449,875 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.8% 12 TYPE OF REPORTING PERSON IA, OO CUSIP NO. 067774109 13G Page 4 of 11 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forstmann-Leff International, LLC 52-2169041 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 29,300 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 29,300 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,300 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .04% 12 TYPE OF REPORTING PERSON IA, OO CUSIP NO. 067774109 13G Page 5 of 11 pages 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 None PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON IA, PN CUSIP NO. 067774109 13G Page 6 of 11 pages 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 3,585,825 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 3,585,825 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,585,825 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.6% 12 TYPE OF REPORTING PERSON IA, OO CUSIP NO. 067774109 13G Page 7 of 11 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peconic Partners, LLC 13-4096659 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 None PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON IA, 00 Page 8 of 11 pages 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, LLC, a Delaware limited liability company, is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (the "Act"). FLA Asset Management, LLC, a Delaware limited liability company, is a registered investment adviser under the Act and a subsidiary of Forstmann-Leff Associates, LLC. Forstmann-Leff Associates L.P., a Delaware limited partnership, is a registered investment adviser under the Act. FLA Asset Management, LLC 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. Forstmann-Leff International, LLC, a Delaware limited liability company, is a registered investment adviser under the Act. The members of Forstmann-Leff Associates, LLC's Investment Committee are also the members of Forstmann-Leff International, LLC's Investment Committee and the managers of FLA Advisers L.L.C. Peconic Partners, LLC, a Delaware limited liability company formerly known as Stamford Advisers, LLC, is a registered investment adviser under the Act whose parent is FLA Advisers L.L.C. Page 9 of 11 pages 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 and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 10 of 11 pages 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 12, 2001 FORSTMANN-LEFF ASSOCIATES, LLC By: /s/ Joseph Sullivan Chief Operating Officer FLA ASSET MANAGEMENT, LLC By: Forstmann-Leff Associates, LLC, its Sole Member By: /s/ Joseph Sullivan Chief Operating Officer FORSTMANN-LEFF ASSOCIATES L.P. By: FLA Asset Management, LLC, General Partner By: /s/ Daniel Yu Chief Financial Officer FLA ADVISERS L.L.C. By: /s/ Joseph Sullivan Chief Financial Officer FORSTMANN-LEFF INTERNATIONAL, LLC By: /s/ Robert Trosten Treasurer PECONIC PARTNERS, LLC By: /s/ Joseph Sullivan Chief Financial Officer Page 11 of 11 pages Exhibit A AGREEMENT The undersigned, Forstmann-Leff Associates, LLC, FLA Asset Management, LLC, Forstmann-Leff Associates L.P., FLA Advisers L.L.C., Forstmann-Leff International, LLC and Peconic Partners, LLC, agree that the statement to which this exhibit is appended is filed on behalf of each of them. February 12, 2001 FORSTMANN-LEFF ASSOCIATES, LLC By: /s/ Joseph Sullivan Chief Operating Officer FLA ASSET MANAGEMENT, LLC By: Forstmann-Leff Associates, LLC, its Sole Member By: /s/ Joseph Sullivan Chief Operating Officer FORSTMANN-LEFF ASSOCIATES L.P. By: FLA Asset Management, LLC, General Partner By: /s/ Daniel Yu Chief Financial Officer FLA ADVISERS L.L.C. By: /s/ Joseph Sullivan Chief Financial Officer FORSTMANN-LEFF INTERNATIONAL, LLC By: /s/ Robert Trosten Treasurer PECONIC PARTNERS, LLC By: /s/ Joseph Sullivan Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----