-----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, QygyHdo7Qz4sizyxPGkMQyHO8gIkH+j8qd8Ti0EaqKoRtmSpGXDVbqE6rKeVXWTQ QAfv5SIL0xvby0ZkcVMxBg== 0000950138-03-000029.txt : 20030123 0000950138-03-000029.hdr.sgml : 20030123 20030123160201 ACCESSION NUMBER: 0000950138-03-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030121 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030123 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 03522517 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 8-K 1 jan_8-k.txt B&N\JANUARY 8-K (2003) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2003 BARNES & NOBLE, INC. (Exact name of Registrant as Specified in its Charter) Delaware (State or other Jurisdiction of Incorporation) 1-12302 06-1196501 ---------------------- ---------------------- (Commission File Number (IRS Employer Identification No.) 122 Fifth Avenue, New York, NY 10011 - --------------------------------- ----------------- (Address of Principal (Zip Code) Executive Offices) Registrant's Telephone Number, Including Area Code (212) 633-3300 -------------- ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report ) ----------------------- Item 5. Other Events and Required FD Disclosure On January 21, 2003, Barnes & Noble, Inc., through its newly formed wholly owned subsidiary B&N SPC Acquisition Corp., completed its previously announced purchase of the assets of Sterling Publishing Co., Inc., a privately held company that is one of the top 25 publishers in the United States and a leading publisher of how-to books. The purchase price was approximately $115 million. Immediately following the acquisition, B&N SPC Acquisition Corp. changed its name to Sterling Publishing Co., Inc. On January 22, 2003, Barnes & Noble, Inc. issued a press release announcing the completion of the acquisition of the assets of Sterling Publishing Co., Inc., which press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release Barnes & Noble, Inc., dated January 22, 2003 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BARNES & NOBLE, INC. (Registrant) By: /s/ Lawrence S. Zilavy ------------------------------- Name: Lawrence S. Zilavy Title: Chief Financial Officer Date: January 23, 2003 EX-99 3 ex_99-1.txt B&N\JANUARY 8-K (2003)\EX 99-1 Exhibit 99.1 BARNES & NOBLE BOOKSELLERS FOR IMMEDIATE RELEASE CONTACTS: Mary Ellen Keating Larry Zilavy Senior Vice President Chief Financial Officer Corporate Communications Barnes & Noble, Inc. Barnes & Noble, Inc. (212) 633-3336 (212) 633-3323 BARNES & NOBLE COMPLETES ACQUISITION OF STERLING PUBLISHING New York, NY (January 22, 2003) - Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today announced that it has completed its acquisition of Sterling Publishing, one of the top 25 publishers in America and the industry's leading publisher of how-to books. The purchase price was approximately $115 million. As previously announced, Sterling Publishing will remain a separate business unit, with its present management in place. Charles Nurnberg, an executive vice president of Sterling, will be the unit's chief executive officer. Sterling Publishing has an active list of more than 4,500 titles, and publishes more than 1,000 new titles annually. As the world's leading publisher of how-to books, Sterling has exceptional strength in art technique, gardening, cooking, health, crafts, and house and home. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE: BKS) is the world's largest bookseller, operating 620 Barnes & Noble bookstores in 49 states. It also operates 281 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. It conducts its e-commerce business through Barnes & Noble.com (http://www.bn.com) in which it owns an approximate 36% interest. Barnes & Noble also has approximately a 60% interest in GameStop (NYSE: GME), the nation's largest video-game and entertainment-software specialty retailer with 1,200 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----