-----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, S/1FvLbg9VLWhWkS6BG8JnxpUBwM6rQGT6bZfUld+nfQi/45DD+8dI2k14s2bov5 wKea8k+IBYHdko71cM/YDg== 0000950123-00-003589.txt : 20000414 0000950123-00-003589.hdr.sgml : 20000414 ACCESSION NUMBER: 0000950123-00-003589 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000413 GROUP MEMBERS: BERTELSMANN AG GROUP MEMBERS: BOL US ONLINE INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARNESANDNOBLE COM INC CENTRAL INDEX KEY: 0001069665 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 134048787 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56413 FILM NUMBER: 600110 BUSINESS ADDRESS: STREET 1: 76 NINTH AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2124146000 MAIL ADDRESS: STREET 1: 76 NINTH AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERTELSMANN AG CENTRAL INDEX KEY: 0001087051 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O WALTER CONSTON ALEXANDER & GREEN PC STREET 2: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016-1387 MAIL ADDRESS: STREET 1: C/O WALTER CONSTON ALEXANDER & GREEN PC STREET 2: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016-1387 SC 13G 1 SHEDULE 13G 1 ----------------------------- OMB APPROVAL ----------------------------- OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response....14.90 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ------------ barnesandnoble.com inc. (bnbn) --------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK --------------------------------------------------------- (Title of Class of Securities) 067846 10 5 --------------------------------------------------------- (CUSIP Number) December 31, 1999 (1) --------------------------------------------------------- Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [x] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1745 (10-02) Page 1 of 8 2 CUSIP No. 067846 10 5 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons Bertelsmann AG --------------------------------------------------- I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- 2. Check the appropriate Box if a Member of a Group (See Instructions) (a) ------------------------------------------------------------------- (b) X (3) ------------------------------------------------------------------- - -------------------------------------------------------------------------------- 3. SEC Use Only ---------------------------------------------------------- - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Germany ---------------------------------- Number of 5. Sole Voting Power 57,500,000 (2)(4) Shares Bene- -------------------------------- ficially by Owned by 6. Shared Voting Power None Each Reporting ------------------------------ Person With: 7. Sole Dispositive Power 57,500,001 (2)(4) --------------------------- 8. Shared Dispositive Power None ------------------------- - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 57,500,001 (2)(4) - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 39.8% -------------------------- - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instruction) CO --------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Page 2 of 8 3 CUSIP No. 067846 10 5 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons BOL.US Online, Inc. -------------------------------------------------- I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- 2. Check the appropriate Box if a Member of a Group (See Instructions) (a) ------------------------------------------------------------------- (b) X (3) ------------------------------------------------------------------- - -------------------------------------------------------------------------------- 3. SEC Use Only ---------------------------------------------------------- - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Delaware ---------------------------------- Number of 5. Sole Voting Power 57,500,001 (2)(5) Shares Bene- ------------------------------- ficially by Owned by Each 6. Shared Voting Power None Reporting ------------------------------ Person With: 7. Sole Dispositive Power 57,500,001 (2)(5) --------------------------- 8. Shared Dispositive Power None ------------------------- - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 57,500,001 (2)(5) - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 39.8% -------------------------- - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instruction) CO --------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Page 3 of 8 4 - -------------------------------------------------------------------------------- INSTRUCTIONS FOR SCHEDULE 13G INSTRUCTIONS FOR COVER PAGE (1) Names and I.R.S. Identification Numbers of Reporting Persons- Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below). (2) If any of the shares beneficially owned by a reporting person are held as a member of a group and that membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)]. (3) The third row is for SEC internal use; please leave blank. (4) Citizenship or Place of Organization - Furnish citizenship if the named reporting person is a natural person. Otherwise, furnish place of organization. (5)-(9), Aggregate Amount Beneficially Owned By Each Reporting Person, (11) Etc. - Rows (5) through (9) inclusive, and (11) are to be completed in accordance with the provisions of Item 4 of Schedule 13G. All percentages are to be rounded off to the nearest tenth (one place after decimal point). (10) Check if the aggregate amount reported as beneficially owned in row (9) does not include shares as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the Securities Exchange Act of 1934. (12) Type of Reporting Person - Please classify each "reporting person" according to the following breakdown (see item 3 of Schedule 13G) and place the appropriate symbol on the form: Category Symbol Broker Dealer BD Bank BK Insurance Company IC Investment Company IV Investment Adviser IA Employee Benefit Plan, Pension Fund, or Endowment Fund EP Parent Holding Company/Control Person HC Savings Association SA Church Plan CP Corporation CO Partnership PN Individual IN Other OO Notes: Attach as many copies of the second part of the cover page as are needed, one reporting person per page. Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to an item or items on the cover page(s). This approach may only be used where the cover page item or items provide all the disclosure required by the schedule item. Moreover, such a use of a cover page item will result in the item becoming a part of the schedule and accordingly being considered as "filed" for purposes of Section 18 of the Securities Exchange Act or otherwise subject to the liabilities of that section of the Act. Reporting persons may comply with their cover page filing requirements by filing either completed copies of the blank forms available from the Commission, printed or typed facsimiles, or computer printed facsimiles, provided the documents filed have identical formats to the forms prescribed in the Commission's regulations and meet existing Securities Exchange Act rules as to such matters as clarify and size (Securities Exchange Act Rule 12b-12). Page 4 of 8 5 SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, the Commission is authorized to solicit the information required to be supplied by this schedule by certain security holders of certain issuers. Disclosure of the information specified in this schedule is mandatory, except for I.R.S. identification numbers, disclosure of which is voluntary. The information will be used for the primary purpose of determining and disclosing the holdings of certain beneficial owners of certain equity securities. This statement will be made a matter of public record. Therefore, any information given will be available for inspection by any member of the public. Because of the public nature of the information, the Commission can use it for a variety of purposes, including referral to other governmental authorities or securities self-regulatory organizations for investigatory purposes or in connection with litigation involving the Federal securities laws or other civil, criminal or regulatory statutes or provisions. I.R.S. identification numbers, if furnished, will assist the Commission in identifying security holders and, therefore, in promptly processing statements of beneficial ownership of securities. Failure to disclose the information requested by this schedule, except for I.R.S. identification numbers, may result in civil or criminal action against the persons involved for violation of the Federal securities laws and rules promulgated thereunder. GENERAL INSTRUCTIONS A. Statements filed pursuant to Rule 13d-1(b) containing the information required by this schedule shall be filed not later than February 14 following the calendar year covered by the statement or within the time specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant to Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not later than February 14 following the calendar year covered by the statement pursuant to Rules 13d-1(d) and 13d-2(b). B. Information contained in a form which is required to be filed by rules under Section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that covered by a statement on this schedule may be incorporated by reference in response to any of the items of this schedule. If such information is incorporated by reference in this schedule, copies of the relevant pages of such form shall be filed as an exhibit to this schedule. C. The item numbers and captions of the items shall be included but the text of the items is to be omitted. The answers to the items shall be so prepared as to indicate clearly the coverage of the items without referring to the text of the items. Answer every item. If an item is inapplicable or the answer is in the negative, so state. - -------------------------------------------------------------------------------- ITEM 1. (a) Name of Issuer barnesandnoble.com inc. (b) Address of Issuer's Principal 76 Ninth Avenue Executive Offices New York, NY 10011 ITEM 2. I. (a) Name of Person Filing Bertelsmann AG (1) (b) Address of Principal Business Office Carl-Bertelsmann-Strasse 270 or, if none, Residence 33311 Gutersloh, Germany (c) Citizenship German (d) Title of Class of Securities Class A Common Stock (e) CUSIP Number 067846 10 5 II. (a) Name of Person Filing BOL.US Online, Inc. (1) (b) Address of Principal Business Office 1540 Broadway or, if none, Residence New York, NY 10036 (c) Citizenship Delaware (d) Title of Class of Securities Class A Common Stock (e) CUSIP Number 067846 10 5 Page 5 of 8 6 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR RULE 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable. ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. I. (a) Amount beneficially owned: 57,500,001 (2)(4) (b) Percent of class: 39.8% (c) Number of Shares as to which the person has: (i) Sole power to vote or to direct the vote: 57,500,001 (2)(4) (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 57,500,001 (2)(4) (iv) Shared power to dispose or to direct the disposition of: None II. (a) Amount beneficially owned: 57,500,001 (2)(5) (b) Percent of class: 39.8% (c) Number of Shares as to which the person has: (i) Sole power to vote or to direct the vote: 57,500,001 (2)(5) (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 57,500,001 (2)(5) (iv) Shared power to dispose or to direct the disposition of: None Instruction: For computation regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Instruction: Dissolution of a group requires a response to this item. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered hereby. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY For the identity of the subsidiary, see Exhibit A. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP For the identity of each member of the group, see Exhibit A. Page 6 of 8 7 ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION Not applicable. 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. April 13, 2000 April 13, 2000 BERTELSMANN AG BOL.US ONLINE, INC. By /s/ Ulrich Koch By /s/ Robert Sorrentino ------------------------- ----------------------------- Name: Ulrich Koch Name: Robert Sorrentino Title: General Counsel Title: President JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the securities of the Issuer and further agree that this Agreement be included with or as an exhibit to such filing. The parties to the Agreement expressly authorize each other to file on each other's behalf any and all amendments to such statement. IN WITNESS WHEREOF, the undersigned have executed this Agreement on April 13, 2000. BERTELSMANN AG BOL.US ONLINE, INC. By /s/ Ulrich Koch By /s/ Robert Sorrentino ------------------------ --------------------------- Name: Ulrich Koch Name: Robert Sorrentino Title: General Counsel Title: President The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. 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 for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). Page 7 of 8 EX-99.A 2 IDENTIFICATION AND CLASSIFICATION 1 EXHIBIT A (Pursuant to Items 7 and 8) Identification of Subsidiary (Item 7): - ------------------------------------- Joint Filer, BOL.US Online, Inc. Members of the Group (Item 8): - ----------------------------- Barnes & Noble, Inc. (3) B&N.com Holding Corp. (3) Bertelsmann AG (3) BOL.US Online, Inc. (3) NOTES (1) As described in the Issuer's May 24, 1999 Form S-1, Bertelsmann AG and Barnes & Noble, Inc. established the business of the Issuer's operating subsidiary barnesandnoble.com llc under the October 31, 1998 Formation Agreement, and prior to the Issuer's May 24, 1999 initial public offering, reporting person Bertelsmann AG, through its wholly owned subsidiary, joint filer BOL.US Online, Inc., held 57,500,000 Membership Units in barnesandnoble.com llc and 1 share of the Issuer's Class C Common Stock. (2) Neither reporting person Bertelsmann AG nor joint filer BOL.US Online, Inc. owns any shares of the Issuer's Class A Common Stock. Bertelsmann AG owns, indirectly through its wholly-owned subsidiary, joint filer BOL.US Online, Inc., 57,500,000 Membership Units in the Issuer's subsidiary barnesandnoble.com llc, and 1 share of the Issuer's Class C Common Stock, which are currently convertible into 57,500,001 shares of the Issuer's Class A Common Stock. (3) Reporting person Bertelsmann AG and its wholly-owned subsidiary BOL.US Online, Inc. are or may be deemed to be members of a "group" with Barnes & Noble, Inc. and its subsidiary B&N.com Holding Corp., as parties under the May 28, 1999 Stockholder's Agreement, which addresses the disposition and voting of, on a fully converted basis, an aggregate of 115,000,002 shares of the Issuer's Class A Common Stock, as described in the Issuer's May 24, 1999 Form S-1. Bertelsmann AG and BOL.US Online, Inc. disclaim the existence of the group, and disclaim beneficial ownership of any securities owned by Barnes & Noble, Inc. or B&N.com Holding Corp. (4) These securities are held indirectly by reporting person Bertelsmann AG through its wholly-owned subsidiary, joint filer BOL.US Online, Inc. (5) These securities are held directly by joint filer BOL.US Online, Inc., a wholly-owned subsidiary of reporting person Bertelsmann AG. 578918.1 Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----