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 28, 2004
BARNES & NOBLE, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware
(State or other Jurisdiction of Incorporation)
1-12302 06-1196501
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(Commission File Number) (IRS Employer
Identification No.)
122 Fifth Avenue, New York, NY 10011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (212) 633-3300
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events and Required FD Disclosure.
On June 28, 2004, Barnes & Noble, Inc. (the "Company") completed the
redemption (the "Redemption") of its 5.25% Convertible Subordinated Notes due
2009 in the aggregate principal amount of $300,000,000 (the "Securities").
Holders of the Securities chose to convert a total of $17,746,000 principal
amount of the Securities into 545,821 shares of the Company's common stock, plus
cash in lieu of fractional shares, at a price of $32.512 per share. The Company
is redeeming the balance of $282,254,000 principal amount of the Securities at
an aggregate redemption price, together with accrued interest and redemption
premium, of $294,961,310.29. A press release with respect to the completion of
the Redemption is filed as exhibit 99.1 to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release of Barnes & Noble, Inc., dated June 28, 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
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Joseph J. Lombardi
Chief Financial Officer
Date: June 28, 2004
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release of Barnes & Noble, Inc., dated June 28, 2004.