-----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, Gtd7FWEr5ASJu5lp+819gR7fedaWnT/ifvkb1h6TlRlES7nUOj0rOUVc50dXnHxA 6GGW3kNcSgI0Lx18gDSmkA== 0000950138-03-000618.txt : 20031107 0000950138-03-000618.hdr.sgml : 20031107 20031107160554 ACCESSION NUMBER: 0000950138-03-000618 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031107 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031107 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: 03985323 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 nov8-k.txt \B&N\2003 FILINGS\NOV 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): November 7, 2003 ---------------- BARNES & NOBLE, INC. -------------------- (Exact name of Registrant as Specified in its Charter) Delaware 1-12302 06-1196501 --------------- ---------------------- --------------------- (State or other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 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. On November 7, 2003, Barnes & Noble, Inc. ("Barnes & Noble") issued a press release announcing that it has proposed a merger with barnesandnoble.com inc., a subsidiary of Barnes & Noble ("Barnes & Noble.com"), pursuant to which all shareholders of Barnes & Noble.com (other than B&N.com Holding Corp., a wholly owned subsidiary of Barnes & Noble) would receive $2.50 in cash for each share of Barnes & Noble.com that they own (the "Merger"). As a result of the Merger, Barnes & Noble.com would become a wholly owned subsidiary of Barnes & Noble. Upon completion of the proposed Merger, Barnes & Noble would seek to cause the shares of Barnes & Noble.com to be delisted from trading on the Nasdaq National Market and deregistered under the Securities Exchange Act of 1934, as amended. A copy of the press release publicly announcing the proposed merger is filed herewith and incorporated herein by reference as Exhibit 99.1. A copy of the letter from Barnes & Noble to the Special Committee of the Board of Directors of Barnes & Noble.com regarding the proposed Merger is filed herewith and incorporated herein by reference as Exhibit 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press Release issued by Barnes & Noble on November 7, 2003. 99.2 Letter to Special Committee of the Board of Directors of Barnes & Noble.com regarding the proposed Merger. 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. By:/s/ Joseph Lombardi --------------------------------- Joseph Lombardi Chief Financial Officer Date: November 7, 2003 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- Exhibit 99.1 Press Release issued by Barnes & Noble on November 7, 2003. Exhibit 99.2 Letter to Special Committee of the Board of Directors of Barnes & Noble.com regarding the proposed Merger. EX-99 3 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 BARNES & NOBLE BOOKSELLERS FOR IMMEDIATE RELEASE Media Contact: Investor Contacts: ------------- ----------------- 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 AND Larry Zilavy Executive Vice President Corporate Finance & Strategic Planning Barnes & Noble, Inc. (212) 633-3336 BARNES & NOBLE PROPOSES TO TAKE BARNES & NOBLE.COM PRIVATE New York, NY (November 7, 2003)-Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today announced that it has proposed to take Barnes & Noble.com (NASDAQ: BNBN) (www.bn.com) private through a merger. In the merger, all shareholders of Barnes & Noble.com (other than B&N.com Holding Corp., a subsidiary of Barnes & Noble) would receive $2.50 in cash for each share of Barnes & Noble.com that they own. At this price, Barnes & Noble estimates that it would be paying in excess of the approximate net after-tax price per share that it paid to Bertelsmann AG in a combination of cash and notes on September 15, 2003 for a 37 percent interest in Barnes & Noble.com. The aggregate consideration for the outstanding Barnes & Noble.com shares (including shares outstanding following exercise of "in-the-money" options) would be approximately $115 million. As a result of the merger, Barnes & Noble.com would become a wholly owned subsidiary of Barnes & Noble. Barnes & Noble does not expect the transaction to have any dilutive effect on earnings per share for the current fiscal year and anticipates that any dilutive effect on earnings per share in the next fiscal year will not be material. ABOUT THE MERGER Consummation of the proposed merger would be subject to the (i) approval of the Special Committee of the Board of Directors of Barnes & Noble.com, (ii) execution and delivery of a definitive merger agreement and such other documentation (including regulatory filings) as may be required or appropriate and (iii) receipt of all necessary third party consents, if any. Upon completion of the proposed merger, Barnes & Noble would seek to cause the shares of Barnes & Noble.com to be delisted from trading on the Nasdaq National Market and deregistered under the Securities Exchange Act of 1934, as amended. NOTICE FOR BARNES & NOBLE.COM SECURITY HOLDERS Barnes & Noble.com security holders and other interested parties are urged to read Barnes & Noble's relevant documents filed with the SEC when they become available because they will contain important information. Barnes & Noble.com security holders will be able to receive such documents free of charge at the SEC's website, www.sec.gov, and such documents will be delivered without charge to all shareholders of Barnes & Noble.com. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE: BKS) is the world's largest bookseller, operating 634 Barnes & Noble bookstores in 49 states. It also operates 234 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. Barnes & Noble also has approximately a 63% interest in GameStop (NYSE: GME), the nation's largest video-game and entertainment-software specialty retailer with 1,393 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. # # # EX-99 4 ex99-2.txt EXHIBIT 99.2 PARENT LETTER Exhibit 99.2 BARNES & NOBLE BOOKSELLERS November 7, 2003 By Fax - ------ Ms. Patricia Higgins and Mr. Jan Michiel Hessels Special Committee of the Board of Directors c/o barnesandnoble.com 76 Ninth Avenue, 11th Floor New York, NY 10011 Dear Patricia and Jan Michiel: Barnes & Noble, Inc. ("Barnes & Noble") is pleased to propose a merger (the "Merger") with barnesandnoble.com inc. ("Barnes & Noble.com") in which all shareholders of Barnes & Noble.com (other than B&N.com Holding Corp.) would receive $2.50 in cash for each share of Barnes & Noble.com (the "Shares") that they own. At this price, Barnes & Noble estimates that it would be paying in excess of the approximate net after-tax price per Share that it paid to Bertelsmann AG in a combination of cash and notes on September 15, 2003 for a 37% interest in Barnes & Noble.com. As a result of the Merger, Barnes & Noble.com would become a wholly owned subsidiary of Barnes & Noble. Please note that we remain committed to providing interim financing to Barnes & Noble.com if it requires capital prior to the consummation of the proposed transaction. In the event the transaction is not consummated, the interim financing would be taken out by a rights offering that we would underwrite at an appropriate discount to market. Consummation of the Merger would be subject to the (i) approval of the Special Committee of the Board of Directors of Barnes & Noble.com, (ii) execution and delivery of a definitive merger agreement and such other documentation (including regulatory filings) as may be required or appropriate and (iii) receipt of all necessary third party consents, if any (together, the "Conditions"). Upon consummation of the Merger, Barnes & Noble would cause the Shares to be delisted from trading on the Nasdaq National Market and deregistered under the Securities Exchange Act of 1934, as amended. A copy of the press release announcing the proposed transaction is attached for your information. We expect to make this release public prior to the market opening today. We reserve the right to rescind or amend this offer at any time prior to the satisfaction of the Conditions. We wish to complete this transaction as soon as possible. Accordingly, we appreciate your immediate consideration of this proposal and look forward to your prompt response. We are available to meet with you and your advisors to discuss the proposed transaction at your convenience. Very truly yours, /s/ Leonard Riggio --------------------- Leonard Riggio Chairman -----END PRIVACY-ENHANCED MESSAGE-----