-----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, I7BFy1CIcvUtyhB8eQoUbE1FPF5YT8eGrnQWd2T5P8X9ynJqUxbCYCmwTrUstupS mKZTzmeksD5BSIcwnuKxgA== 0000950138-04-000409.txt : 20040603 0000950138-04-000409.hdr.sgml : 20040603 20040603112049 ACCESSION NUMBER: 0000950138-04-000409 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040603 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040603 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: 04846137 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 june_8-k.txt B&N\2004\JUNE 8-K UNITED STATES 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): June 3, 2004 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 June 3, 2004, Barnes & Noble, Inc. (the "Company") issued a press release announcing the redemption of all of the Company's 5.25% Convertible Subordinated Notes due 2009 in the aggregate principal amount of $300,000,000 (the "Securities") on June 28, 2004 (the "Redemption Date"), at a redemption price of 103% of their principal amount, plus accrued interest up to, but not including, the Redemption Date. For further information concerning the redemption, see the press release and the Notice of Redemption to the holders of the Securities, which are filed as exhibits to this report. If all of the Securities are redeemed in cash, the impact on the Company's earnings per share would be immaterial for fiscal 2004. If all of the Securities are converted into the Company's common stock, it would have an immaterial effect on the Company's fully diluted earnings per share for fiscal 2004. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press Release of Barnes & Noble, Inc., dated June 3, 2004. 99.2 Notice of Redemption, dated June 3, 2004. 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 --------------------------------- Joseph J. Lombardi Chief Financial Officer Date: June 3, 2004 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press Release of Barnes & Noble, Inc., dated June 3, 2004. 99.2 Notice of Redemption, dated June 3, 2004. EX-99 2 ex99-1_pressrelease.txt EX 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 OR Larry S. Zilavy Executive Vice President Corporate Finance & Strategic Planning Barnes & Noble, Inc (212) 633-3336 Barnes & Noble To Redeem All of Its $300 Million 5.25% Convertible Subordinated Notes New York, NY (June 3, 2004)-Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today announced that it has called for redemption of all of its $300 million outstanding 5.25% convertible subordinated notes due 2009, effective June 28, 2004. The redemption price is equal to 103% of the principal amount of the notes, together with accrued interest to, but excluding, the date fixed for redemption. The notes can be converted into common stock at a conversion price of $32.512 per share. At the close of business yesterday, Barnes & Noble's stock price closed at $30.64. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE: BKS) is the world's largest bookseller, operating 653 Barnes & Noble stores in 49 states. It also operates 188 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 Page 2 presses. It conducts its e-commerce business through Barnes & Noble.com (http://www.bn.com). Barnes & Noble also has approximately a 63% interest in GameStop (NYSE: GME), the nation's largest video game and entertainment software specialty retailer with 1,603 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 3 ex99-2_redemptionnotice.txt EX 99-2-REDEMPTION NOTICE Exhibit 99.2 NOTICE OF REDEMPTION TO HOLDERS OF BARNES & NOBLE, INC. 5.25% CONVERTIBLE SUBORDINATED NOTES DUE 2009 CUSIP NOS. 067774 AC 3 and/or 067774 AD 1 Barnes & Noble, Inc. (the "Company") hereby calls for redemption all of its outstanding 5.25% Convertible Subordinated Notes due 2009 (the "Securities," or any of them, a "Security") in the aggregate principal amount of $300,000,000, in accordance with paragraph 5 of the Securities and Article 3 of the Indenture (as defined below). This notice is being provided to you pursuant to Section 3.3 of the Indenture between the Company and The Bank of New York (successor to United States Trust Company of New York), as trustee, dated as of March 14, 2001 (the "Indenture"), under which the Securities were issued. The terms and conditions of the redemption are as follows: 1. The redemption date for the Securities is June 28, 2004 (the "Redemption Date"). 2. The redemption price for each Security is 103% of the principal amount of the Security, plus accrued interest thereon up to, but not including, the Redemption Date (the "Redemption Price"). 3. To collect the Redemption Price, the Securities called for redemption must be presented and surrendered to The Bank of New York (the "Paying Agent") at the following address: By Hand or Overnight Mail By Registered or Certified Mail ------------------------- ------------------------------- The Bank of New York The Bank of New York 111 Sanders Creek Parkway P.O. Box 396 East Syracuse, NY 13057 East Syracuse, NY 13057 4. Unless the Company defaults in making the redemption payment, interest on the Securities shall cease accruing on and after the Redemption Date and the only remaining right of a holder of a Security shall be to receive a payment of the Redemption Price, plus accrued interest, if any, upon presentation and surrender to the Paying Agent of the Securities. 5. You shall be entitled to convert the aggregate principal amount of your Securities into shares of common stock of the Company at a conversion price equal to $32.512 per share until and including, but not after, the close of business on the business day immediately preceding the Redemption Date. To convert such Securities, you must satisfy the requirements set forth in paragraph 8 of the Securities. 6. IN GENERAL, UNDER THE INTERNAL REVENUE CODE BACKUP WITHHOLDING PROVISIONS, THE PAYING AGENT WILL BE REQUIRED TO WITHHOLD 28% OF ANY GROSS PAYMENT TO A HOLDER OF A SECURITY WHO FAILS TO PROVIDE IT WITH A TAXPAYER IDENTIFICATION NUMBER (EMPLOYER IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER) OR FAILS TO CERTIFY THAT THEY ARE NOT SUBJECT TO BACKUP WITHHOLDING. PLEASE COMPLETE THE ENCLOSED CERTIFICATION (SUBSTITUTE FORM W-9) AND ATTACH IT TO THE SECURITIES BEING PRESENTED FOR REDEMPTION. IF YOU ARE EXEMPT FROM BACKUP WITHHOLDING, PLEASE PROVIDE YOUR TAX IDENTIFICATION NUMBER AND SO INDICATE IN PART II OF THE ENCLOSED FORM. BARNES & NOBLE, INC. Dated: June 3, 2004 -----END PRIVACY-ENHANCED MESSAGE-----