SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 5)*
barnesandnoble.com inc.
-----------------------
(Name of Issuer)
CLASS A COMMON STOCK
--------------------
(Title of Class of Securities)
067846 10 5
-----------
(CUSIP Number)
Mr. Leonard Riggio
Barnes & Noble, Inc.
122 Fifth Avenue
New York, NY 10011
with copies to:
Jay M. Dorman, Esq.
Bryan Cave LLP
1290 Avenue of the Americas
New York, NY 10104
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 2003
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
* 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
disclosures provided in a prior cover page.
The information required on 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 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
CUSIP No. 067846 10 5 13D Page 2 of 13 Pages
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Barnes & Noble, Inc.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS*
BK, OO, WC
_____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 119,138,502
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 119,138,502
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,138,502
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 067846 10 5 13D Page 3 of 13 Pages
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
B&N.com Holding Corp.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS*
BK, OO, WC
_____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 119,138,502
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 119,138,502
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,138,502
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
CUSIP No. 067846 10 5 Page 4 of 13 Pages
This Amendment No. 5 to Schedule 13D ("Amendment No. 5") is being filed by
Barnes & Noble, Inc. ("B&N") and its wholly owned subsidiary, B&N.com Holding
Corp. ("B&N.com Holding"), each Delaware corporations (collectively, the
"Reporting Persons"), to amend the Schedule 13D filed by the Reporting Persons
on November 1, 2002 (the "Schedule 13D"), as amended on November 15, 2002 by
Amendment No. 1, as amended on April 7, 2003 by Amendment No. 2, as amended on
August 1, 2003 by Amendment No. 3, and as amended on September 15, 2003 by
Amendment No. 4 ("Amendment No. 4"), with respect to beneficial ownership of
Class A Common Stock, $0.001 par value per share (the "Shares"), of
barnesandnoble.com inc., a Delaware corporation (the "Issuer").
In accordance with Exchange Act Rule 13d-2, this Amendment No. 5 amends and
supplements only information that has materially changed since the September 15,
2003 filing of Amendment No. 4. Unless otherwise indicated herein, terms used
and defined in the Schedule 13D shall have the same respective meanings herein
as are ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and supplemented by adding the
following:
(c) and (f) The name, business address, present principal occupation or
employment, citizenship and certain other information relating to each director
and executive officer of each of the Reporting Persons is set forth on Schedule
A attached hereto and incorporated herein by reference.
(d) - (e) During the last five years, none of the Reporting Persons, and to the
best of their knowledge, any of the persons listed on Schedule A attached
hereto, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the
following:
B&N expects to fund the potential merger reported in this Amendment No. 5 and
described in Item 4 below from cash flow from operations and from its $500
million revolving credit facility, with Fleet National Bank as administrative
agent thereunder.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the
following:
13D
CUSIP No. 067846 10 5 Page 5 of 13 Pages
B&N today announced that it has proposed to take the Issuer private through
a merger. In the merger, all shareholders of the Issuer (other than B&N.com
Holding) would receive $2.50 in cash for each Share of the Issuer that they own.
At this price, B&N 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
the Issuer. The aggregate consideration for the outstanding Shares (including
Shares outstanding following exercise of "in-the-money" options) would be
approximately $115 million. As a result of the merger, the Issuer would become a
wholly owned subsidiary of B&N. The press release is filed as an exhibit hereto
and is incorporated by reference herein. Also filed as an exhibit hereto and
incorporated by reference herein is the letter sent to the Special Committee of
the Board of Directors of the Issuer proposing the merger.
Consummation of the proposed merger would be subject to the (i) approval of
the Special Committee of the Board of Directors of the Issuer, (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, B&N would seek to cause the shares of the Issuer to be delisted
from trading on the Nasdaq National Market and deregistered under the Securities
Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the
following:
(a) As of the date of this Statement, the Reporting Persons beneficially own,
within the meaning of Exchange Act Rule 13d-3, 119,138,502 Shares, representing
approximately 74.8% of the outstanding Shares of the Issuer. These Shares
beneficially owned by the Reporting Persons consist of the following: (i)
115,000,002 Shares which the Reporting Persons have the right to acquire within
60 days upon conversion of (A) their one share of Class B Common Stock in the
Issuer, (B) their one share of Class C Common Stock in the Issuer, and (C) their
115,000,000 membership units in bn.com; and (ii) 4,138,500 Shares.
Except as set forth in this Item 5(a) and in Schedule B attached hereto and
incorporated herein by reference, none of the Reporting Persons, and, to the
best of their knowledge, any persons named in Schedule A hereto, beneficially
owns any Shares.
(b) The Reporting Persons have sole power to vote and to dispose of the
119,138,502 Shares they beneficially own as of the date hereof.
13D
CUSIP No. 067846 10 5 Page 6 of 13 Pages
(c) Except as set forth in Schedule C attached hereto and incorporated herein by
reference, no transactions in the Shares have been effected during the past 60
days by the Reporting Persons or, to the best knowledge of the Reporting
Persons, by any of the persons named in Schedule A.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and supplemented to include the following:
99.1 Press Release issued by B&N on November 7, 2003.
99.2 Letter to the Special Committee of the Board of Directors of the Issuer
regarding the proposed merger.
13D
CUSIP No. 067846 10 5 Page 7 of 13 Pages
SIGNATURE
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.
Dated: November 7, 2003
BARNES & NOBLE, INC.
By: /s/ Joseph Lombardi
-----------------------
Joseph Lombardi
Chief Financial Officer
B&N.COM HOLDING CORP.
By: /s/ Joseph Lombardi
-----------------------
Joseph Lombardi
Chief Financial Officer
13D
CUSIP No. 067846 10 5 Page 8 of 13 Pages
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF
BARNES & NOBLE, INC. AND B&N.COM HOLDING CORP.
The name, business address, title, present principal occupation or employment of
each of the executive officers and directors of Barnes & Noble, Inc. and B&N.com
Holding Corp. are set forth below. If no business address is given, the
officer's or director's business address is 122 Fifth Avenue, New York, NY
10011. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to Barnes & Noble, Inc. and B&N.com Holding Corp., at
122 Fifth Avenue, New York, NY 10011. All of the persons listed below are
citizens of the United States of America.
Title and Present Principal Occupation
Including Name and
Name and Business Address(1) Address(1) of Employer
-------------------------------------- ----------------------------------------
Leonard Riggio....................... Founder and Chairman of the Board
Stephen Riggio....................... Vice Chairman and Chief Executive
Officer
Mitchell S. Klipper.................. Chief Operating Officer
J. Alan Kahn......................... President of the Barnes & Noble
Publishing Group*
Lawrence S. Zilavy................... Executive Vice President of Corporate
Finance & Strategic Planning
William F. Duffy..................... Executive Vice President, Distribution
and Logistics
100 Middlesex Center Boulevard
Jamesburg, NJ 08831
Mary Ellen Keating................... Senior Vice President, Corporate
Communications and Public Affairs
David S. Deason...................... Vice President of Barnes & Noble
Development*
1501 LBJ Freeway, Suite 290
Dallas, TX 75025
Gary A. King......................... Chief Information Officer
Joseph Lombardi...................... Chief Financial Officer
Michelle L. Smith.................... Vice President, Human Resources
Mark Bottini......................... Vice President and Director of Stores
13D
CUSIP No. 067846 10 5 Page 9 of 13 Pages
Title and Present Principal Occupation
Including Name and
Name and Business Address(1) Address(1) of Employer
-------------------------------------- ----------------------------------------
Michael N. Rosen..................... Secretary and Director
Principal Occupation and Employer:
Chairman, New York Office
Bryan Cave LLP
1290 Avenue of the Americas
New York, NY 10104
Matthew A. Berdon.................... Director
Principal Occupation and Employer:
Senior Partner
F.B. & Co. LLP
19 West 44th Street
New York, NY 10036
Michael Del Giudice.................. Director
Principal Occupation and Employer:
Senior Managing Director
Millenium Credit Markets LLC
One Rockefeller Plaza, Suite 2330
New York, NY 10020
William Dillard, II................. Director
Principal Occupation and Employer:
Chairman and Chief Executive Officer
Dillard's , Inc.
1600 Cantrell Road
Little Rock, AR 72201
Irene R. Miller..................... Director
Principal Occupation and Employer:
Chief Executive Officer
Akim, Inc.
186 Riverside Drive
New York, NY 10024
Margaret T. Monaco.................. Director
Principal Occupation and Employer:
Vice President and Chief Operating
Officer
Merrill Lynch Ventures, LLC
4 World Financial Center, 23rd Floor
New York, NY 10080
13D
CUSIP No. 067846 10 5 Page 10 of 13 Pages
Title and Present Principal Occupation
Including Name and
Name and Business Address(1) Address(1) of Employer
-------------------------------------- ----------------------------------------
William Sheluck, Jr................. Director
Retired
36 Greenleaf Farms Road
Newtown, CT 06470
* Barnes & Noble, Inc. only.
(1) 122 Fifth Avenue, New York, NY 10011, unless a different address is given
for Address of Employer.
13D
CUSIP No. 067846 10 5 Page 11 of 13 Pages
SCHEDULE B
BENEFICIAL OWNERSHIP OF CLASS A COMMON STOCK OF BARNESANDNOBLE.COM INC.
BY EXECUTIVE OFFICERS AND DIRECTORS OF BARNES & NOBLE, INC. AND B&N.COM
HOLDING CORP.
To the knowledge of the Reporting Persons, the following table sets forth the
number and percentage of shares of Class A Common Stock of barnesandnoble.com
inc. ("Shares") owned by the executive officers and directors of Barnes & Noble,
Inc. and B&N.com Holding Corp. To the knowledge of the Reporting Persons, except
as indicated below, the persons listed below have sole voting and dispositive
power with respect to the Shares opposite their name.
Name and Title of Number (and Percentage) of Shares
Executive Officer or Director Beneficially Owned(1)(2)
--------------------------------------------- ---------------------------------
Leonard Riggio, Founder and Chairman of
the Board 2,014,437 (1.3%)
Stephen Riggio, Vice Chairman and
Chief Executive Officer 3,580,000 (2.2%) (3)
Mitchell S. Klipper, Chief Operating Officer 234,710 (0.1%) (4)
J. Alan Kahn, President of Barnes & Noble
Publishing Group 83,333 (0.1%)
Lawrence S. Zilavy, Executive Vice President
of Corporate Finance & Strategic Planning 300 (0.0%)
William F. Duffy, Executive Vice President,
Distribution and Logistics 830,500 (0.5%) (5)
Mary Ellen Keating, Senior Vice President,
Corporate Communications and Public Affairs 332 (0.0%)
David S. Deason, Vice President of Barnes &
Noble Development 0 (0.0%)
Gary A. King, Chief Information Officer 1,011,190 (0.6%) (6)
Joseph Lombardi, Chief Financial Officer 0 (0.0%)
Michelle L. Smith, Vice President,
Human Resources 0 (0.0%)
Mark Bottini, Vice President and Director
of Stores 170 (0.0%)
Michael N. Rosen, Secretary and Director 100,000 (0.1%) (7)
13D
CUSIP No. 067846 10 5 Page 12 of 13 Pages
Name and Title of Number (and Percentage) of Shares
Executive Officer or Director Beneficially Owned(1)(2)
--------------------------------------------- ---------------------------------
Matthew A. Berdon, Director 95,000 (0.1%)
Michael Del Giudice, Director 4,200 (0.0%)
William Dillard, II, Director 15,000 (0.0%)
Irene R. Miller, Director 10,000 (0.0%)
Margaret T. Monaco, Director 9,275 (0.0%)
William Sheluck, Jr., Director 60,000 (0.0%)
(1) Percentage determined after giving effect to beneficial ownership of Shares
by Barnes & Noble, Inc. and B&N.com Holding Corp. (i.e. after giving effect to
the conversion of the super voting stock and membership units into Shares).
Without giving effect to that conversion, the percentages in the above table
would be 4.5%, 7.5%, 0.5%, 0.2%, 0.0%, 1.8%, 0.0%, 0.0%, 2.2%, 0.0%, 0.0%, 0.0%,
0.2%, 0.2%, 0.0%, 0.0%, 0.0%, 0.0% and 0.1%, respectively.
(2) Excludes 4,158,088 Shares issued to the Issuer in connection with the merger
with Fatbrain.com, LLC.
(3) Includes 3,380,000 Shares for which Mr. Riggio has an option to purchase
exercisable within 60 days of the date of this Statement.
(4) Mr. Klipper's wife has sole voting and dispositive power over 7,700 of these
Shares.
(5) All of these Shares are Shares for which Mr. Duffy has an option to purchase
exercisable within 60 days of the date of this Statement.
(6) Includes 1,011,000 Shares for which Mr. King has an option to purchase
exercisable within 60 days of the date of this Statement. The remaining 190
Shares are owned by Mr. King's wife, and she has sole voting and dispositive
power with respect to those Shares.
(7) Includes 40,000 Shares for which Mr. Rosen has an option to purchase
exercisable within 60 days of the date of this Statement.
13D
CUSIP No. 067846 10 5 Page 13 of 13 Pages
SCHEDULE C
On September 15, 2003, B&N, Bertelsmann AG ("Bertelsmann"), and BOL.US
Online, Inc. ("BOL.US"), a wholly owned subsidiary of Bertelsmann, consummated
the transactions contemplated by the Purchase Agreement, dated as of July 29,
2003 (the "Agreement"), by and between Bertelsmann, BOL.US, and B&N, pursuant to
which B&N acquired all of the Shares, together with all of the membership units
in barnesandnoble.com llc ("bn.com") and all of the shares of Class C Common
Stock of the Issuer, beneficially owned by Bertelsmann for an aggregate amount
equal to $164,152,802.80, equivalent to $2.80 per share and per membership unit,
subject to possible adjustment as set forth in the Agreement. B&N subsequently
transferred all shares and membership units purchased pursuant to the Agreement
to B&N.com Holding.