-----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, TJH4jlKNaKoBbjAhCgsR45BQuPnKX6BqFBTdUdIFqyCGDs1TDAElqp/Skj4tC7WG ZapkD0BRxgRuMGTTpcvu5A== 0000950138-03-000422.txt : 20030730 0000950138-03-000422.hdr.sgml : 20030730 20030730165510 ACCESSION NUMBER: 0000950138-03-000422 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030729 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030730 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: 03812147 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 july8-k.txt \B&N\2003 FILINGS\JULY B&N 8-K\ 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): July 29, 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 Executive Offices) (Zip Code) 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 July 29, 2003, Barnes & Noble, Inc., announced that it had reached an agreement with Bertelsmann AG and BOL.US Online, Inc., a wholly owned subsidiary of Bertelsmann, to acquire all of BOL.US Online, Inc.'s ownership interest in barnesandnoble.com inc. The acquisition is subject to certain closing conditions and is expected to close within 45 days. A copy of the 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 dated July 29, 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/ Joseph J. Lombardi --------------------------------- Name: Joseph J. Lombardi Title:Chief Financial Officer Date: July 30, 2003 EX-99 3 ex99-1.txt EXHBIT 99.1 - PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Media Contact: Investor Contact: ------------- ----------------- 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 Gerd Koslowski Vice President Corporate Communications DirectGroup Bertelsmann +49-5241-80-41555 gerd.koslowski@bertelsmann.de BARNES & NOBLE, INC. TO ACQUIRE BERTELSMANN'S INTEREST IN BARNES & NOBLE.COM New York, NY (July 29, 2003)--Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today announced that it has reached an agreement with DirectGroup Bertelsmann, the direct-to-customer division of German-based media company Bertelsmann AG, to acquire all of Bertelsmann's interest in Barnes & Noble.com (NASDAQ: BNBN) (http://www.bn.com) for $164 million in a combination of cash and notes, equivalent to $2.80 per share or LLC Membership Unit. The transaction is subject to certain closing conditions and is expected to close within 45 days. "We sincerely thank our partners at Bertelsmann for their many contributions to Barnes & Noble.com," said Leonard Riggio, chairman of Barnes & Noble, Inc. "Their support was instrumental in our creating one of the world's leading e-commerce sites, and one of the world's best bookselling operations online. We look forward to working with the Bertelsmann organization and their subsidiaries in the future, given their standing as the largest consumer book publisher in America." "Selling our shares in Barnes & Noble.com is in line with DirectGroup's strategy, as communicated in September 2002, to exit all media e-commerce businesses and focus on our worldwide book and music clubs," said Ewald Walgenbach, chief executive officer of DirectGroup Bertelsmann. "We sincerely thank Barnes & Noble for a very successful partnership in building one of the top e-commerce sites in the United States." - more - - 2 - Barnes & Noble, Inc. expects this transaction to reduce estimates for earnings per share (EPS) by approximately $0.11 for the balance of the fiscal year, ending January 31, 2004. "Barnes & Noble.com remains on track to produce positive EBITDA for the fourth quarter of this year and positive EBITDA for the full year of 2004," added Mr. Riggio. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE: BKS) is the world's largest bookseller, operating 630 Barnes & Noble stores in 49 states. It also operates 245 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 (NASDAQ: BNBN) (http://www.bn.com). Barnes & Noble also has approximately a 60% interest in GameStop (NYSE: GME), the nation's largest video game and entertainment software specialty retailer with 1,309 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. ABOUT DIRECTGROUP BERTELSMANN DirectGroup Bertelsmann integrates Bertelsmann's global media direct-to-customer businesses. Roughly 35 million customer relationships secure DirectGroup's position among the largest enterprises in media commerce. Cornerstone of this success are the book and music clubs in 20 countries incorporating strong brands like France Loisirs (France), Book-of-the-Month-Club (USA), Der Club (Germany), Circulo de Lectores (Spain) or BeMusic (USA). Members have access to the clubs' product range via catalogue, Internet or one of the more than 600 worldwide club shops. Since August 2002 DirectGroup is headed by Ewald Walgenbach. DirectGroup Bertelsmann is a division of German-based Bertelsmann AG. In fiscal 2002 DirectGroup made (euro) 2.7 billion in revenues with more than 12,000 employees worldwide. 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 - more - - 3 - 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-----