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. 2)*
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)
April 3, 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 8 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 8 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) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS*
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 60,512,501
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 60,512,501
______________________________________________________________
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)
73.1%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 067846 10 5 13D Page 3 of 8 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) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS*
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 60,512,501
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 60,512,501
______________________________________________________________
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)
73.1%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 2 to Schedule 13D is being filed by Barnes & Noble, Inc.
and its wholly owned subsidiary B&N.com Holding Corp., each Delaware
corporations (collectively, the "Reporting Persons"), to amend the Schedule 13D
filed by the Reporting Persons on November 1, 2002 (the "Schedule 13D"), and
amended on November 15, 2002 by Amendment No. 1 ("Amendment No. 1"), 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 amends and
supplements only information that has materially changed since the November 15,
2002 filing of Amendment No. 1. 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 5. Interest in Securities of the Issuer.
(i) Item 5(a) of the Schedule 13D is hereby amended to replace the third
paragraph of Item 5(a) with the following paragraph:
"As of April 3, 2003, the Reporting Persons beneficially owned, within the
meaning of Exchange Act Rule 13d-3, 119,138,502 Shares, representing
approximately 73.1% of the outstanding Shares of the Issuer. These Shares
consisted of the following: (i) 57,500,001 Shares which the Reporting Persons
had the right to acquire within 60 days upon conversion of (A) their one share
of super voting common stock in the Issuer and (B) their 57,500,000 membership
units in bn.com; (ii) 57,500,001 Shares which Bertelsmann had the right to
acquire within 60 days upon conversion of (A) its one share of super voting
common stock in the Issuer and (B) its 57,500,000 membership units in bn.com;
and (iii) an additional 3,012,500 Shares purchased by the Reporting Persons and
an additional 1,126,000 Shares purchased by Bertelsmann since October 2, 2002."
(ii) Item 5(a) is hereby amended to replace in its entirety the Schedule B
referred to therein with the Schedule B attached hereto.
(iii) Item 5(b) of the Schedule 13D is hereby amended to read in its
entirety as follows:
"(b) The Reporting Persons have sole power to vote and to dispose of the
58,034,001 Shares they beneficially owned prior to the formation of a group with
Bertelsmann on October 22, 2002, as well as the additional 2,478,500 Shares
purchased by the Reporting Persons since the formation of the group. The
Reporting Persons do not have any power, whether sole or shared, to vote or to
dispose of any of the 57,500,001 Shares beneficially owned by Bertelsmann prior
to the formation of the group or any of the 1,126,000 Shares purchased by
Bertelsmann since the formation of the group."
(iv) Schedule C of the Schedule 13D is hereby amended to add the following
purchases by B&N.com Holding Corp. to the end of Section A of said Schedule C,
as said Schedule C was previously amended by Amendment No. 1:
Date Number of Shares Purchased Price Per Share
-------------------------- -------------------------- ---------------
November 15, 2002 35,500 $1.4175
November 18, 2002 17,500 $1.6057
November 19, 2002 25,000 $1.5520
November 26, 2002 20,000 $1.7500
January 30, 2003 25,000 $1.0820
January 31, 2003 32,000 $1.0703
February 3, 2003 29,000 $1.0914
February 4, 2003 12,500 $1.0780
February 5, 2003 29,000 $1.1366
February 6, 2003 1,005,000 $1.0900
February 7, 2003 25,000 $1.1000
Page 4 of 8 Pages
February 10, 2003 20,000 $1.0800
February 21, 2003 25,000 $1.0500
February 25, 2003 21,000 $1.1000
February 26, 2003 10,000 $1.1000
March 3, 2003 20,500 $1.1524
March 4, 2003 20,500 $1.1485
March 5, 2003 15,000 $1.1700
March 24, 2003 23,500 $1.3091
March 25, 2003 15,000 $1.3883
April 3, 2003 40,000 $1.5300
(v) Schedule C of the Schedule 13D is hereby amended to add the following
transactions to the end of Section B of said Schedule C, as said Schedule C was
previously amended by Amendment No. 1:
"(2) On December 20, 2002, Leonard Riggio, the Chairman of the Board of the
Reporting Persons, sold 400,000 Shares to Marie Toulantis, Chief Executive
Officer of the Issuer, at $1.10 per share.
(3) On February 12, 2003, Michael N. Rosen, the Secretary and a Director of
the Reporting Persons, purchased 20,000 shares at $1.08 per share and 10,000
shares at $1.07 per share in open market transactions."
Page 5 of 8 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: April 7, 2003
BARNES & NOBLE, INC.
By: /s/ John C. Weisenseel
-----------------------
John C. Weisenseel
Vice President, Treasurer
B&N.COM HOLDING CORP.
By: /s/ John C. Weisenseel
-----------------------
John C. Weisenseel
Vice President, Treasurer
Page 6 of 8 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. Any such executive officer or director not named
below is believed by the Reporting Persons to own no Shares. 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)
Executive Officer or Director of Shares Beneficially Owned(1)
-------------------------------------- ----------------------------------
Leonard Riggio, Chairman of the Board 2,014,437 (1.2%)
Stephen Riggio, Vice Chairman 3,580,000 (2.2%) (2)
Mitchell S. Klipper, Chief Operating Officer 234,710 (0.1%) (3)
J. Alan Kahn, President of Barnes & Noble
Publishing Group 83,333 (0.1%)
Lawrence S. Zilavy, Chief Financial Officer 300 (0.0%)
William F. Duffy, Executive Vice President,
Distribution and Logistics 830,500 (0.5%) (4)
Mary Ellen Keating, Senior Vice President,
Corporate Communications 332 (0.0%)
Gary A. King, Vice President and Chief
Information Officer 1,011,190 (0.6%) (5)
Michael N. Rosen, Secretary and Director 100,000 (0.1%) (6)
Matthew A. Berdon, Director 95,000 (0.1%)
Michael Del Giudice, Director 4,100 (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 Bertelsmann AG (i.e. after giving effect to the
conversion of their super voting stock and membership units into Shares).
Without giving effect to that conversion, the percentages in the above table
would be 4.2%, 7.0%, 0.5%, 0.2%, 0.0%, 1.7%, 0.0%, 2.1% , 0.2%, 0.2%, 0.0%,
0.0%, 0.0%, 0.0% and 0.1%, respectively.
Page 7 of 8 Pages
SCHEDULE B (Continued) (2) Includes 3,380,000 Shares for which Mr. Riggio has an
option to purchase exercisable within 60 days of the date of this Statement.
(3) Mr. Klipper's wife has sole voting and dispositive power over 7,700 of these
Shares.
(4) 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.
(5) 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.
(6) Includes 40,000 Shares for which Mr. Rosen has an option to purchase
exercisable within 60 days of the date of this Statement.
Page 8 of 8 Pages