-----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, VOtbeOLnp5IUL8Qnieujcq34yEDdp2gMauEvuZImfdmOOvC2CIMG18+w6h5Y2uhg TAftyyKSPXrs17jT2S08fA== 0000950123-97-001987.txt : 19970307 0000950123-97-001987.hdr.sgml : 19970307 ACCESSION NUMBER: 0000950123-97-001987 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970306 SROS: NONE SUBJECT COMPANY: 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: 0129 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42707 FILM NUMBER: 97551823 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENDEX INTERNATIONAL NV CENTRAL INDEX KEY: 0000935201 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: DE KLENCKE 6 STREET 2: 1083 HH AMSTERDAM CITY: NETHERLANDS STATE: P8 ZIP: 0000 MAIL ADDRESS: STREET 1: DE KLENCKE 6 STREET 2: 1083 HH AMSTERDAM CITY: NETHERLANDS STATE: P7 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 OMB APPROVAL OMB Number:3235-0145 Expires: October 31, 1997 Estimated average burden hours per response.................14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Barnes & Noble, Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 067774109 (CUSIP Number) J.M. Hessels, Vendex International N.V., De Klencke 6, 1083 HH Amsterdam, The Netherlands, 011-31-20-549-0490 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 4, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / / . Check the following box if a fee is being paid with the statement / / . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 ("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). 2 SCHEDULE 13D - ------------------------------------ CUSIP NO. 067774109 - ------------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vendex International N.V. 98:0073258 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 1,820,386 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------- 8 SHARED VOTING POWER None ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,820,386 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,820,386 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 6 3 AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2 to the Schedule 13D of Vendex International N.V., a corporation organized under the laws of the Netherlands ("Vendex"), dated July 27, 1995, as amended by Amendment No. 1 thereto dated July 2, 1996 (the "Schedule 13D"), in respect of shares of Common Stock, par value $.001 per share, of Barnes & Noble, Inc., a Delaware corporation (the "Issuer"), amends the Schedule 13D as indicated below. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. Item 2. Identity and Background. Annex A referred to in the second paragraph of Item 2 of the Schedule 13D and attached to the Schedule 13D, containing certain information with respect to the executive officers and directors of Vendex, is hereby amended and replaced in its entirety by Annex A attached hereto and incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended to read in its entirety as follows: No funds were required to be paid by Vendex in connection with its acquisition of the Common Stock. Prior to the Acquisition (as defined below), Vendex owned 2,818,643 shares of Common Stock. On July 19, 1995 Vendamerica B.V. ("Vendamerica"), a wholly owned subsidiary of Vendex, acquired 620,643 shares of Common Stock from Barnes & Noble Bookstores, Inc. ("College") as part of the consideration received in connection with College's repurchase of all of the shares of College's stock (the "Repurchased Shares") owned by Vendamerica (the "Acquisition"). Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended to read in its entirety as follows: (a) As of the date hereof, Vendex beneficially owns 1,820,386 shares of the Common Stock, which represents approximately 5.5% of the issued and outstanding shares of the Common Stock. Page 3 of 6 Pages 4 Each of Drs. W.C.J. Angenent, Member of the Board of Management and Chief Financial Officer of Vendex, and Mr. J.M. Hessels, Member of the Board of Management and Chief Executive Officer of Vendex, owns 1,000 shares of the Common Stock. To Vendex's knowledge, none of its other executive officers or directors beneficially owns any Common Stock (other than in his or her capacity as an executive officer or director of Vendex) and no executive officers or directors have the right to acquire any Common Stock. (b) Vendex has the sole power to vote or direct the vote and to dispose or direct the disposition of 1,820,386 shares of the Common Stock referred to in paragraph (a). To Vendex's knowledge, none of its executive officers or directors has the power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Common Stock beneficially owned by Vendex (other than in his or her capacity as an executive officer or director of Vendex). (c) On March 4, 1997, Vendex sold 1,200,000 shares of Common Stock at a price of $34.00 per share to Mr. Leonard Riggio in a private transaction. Other than such sale, Vendex has not effected any transactions in the Common Stock during the past sixty days. To Vendex's knowledge, no executive officer or director of Vendex has effected any transactions in the Common Stock during the past sixty days. (d) 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 shares of the Common Stock beneficially owned by Vendex. (e) Not applicable. Page 4 of 6 Pages 5 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. VENDEX INTERNATIONAL N.V. March 6, 1997 By: /s/ J.M. Hessels ------------- -------------------------------- Date Name: J.M. Hessels Title: Chief Executive Officer Page 5 of 6 Pages 6 ANNEX A VENDEX INTERNATIONAL N.V.
Name and Business Address: (all business addresses are Vendex International N.V. Present Principal De Klencke 6 Occupation or 1083 HH Amsterdam Employment (all with The Netherlands unless Vendex unless otherwise otherwise indicated) indicated) Citizenship - --------------------------- ----------------------- ----------- DIRECTORS - ---------- Drs W.C.J. Angenent RA Chief Financial Officer Netherlands Mr H.D. Cohen Vice President - Europe Netherlands Origin of Spencer Stuart Amsterdam, Netherlands Drs P.E. Hamming Member of the Board of Netherlands Management Mr J.M. Hessels Chief Executive Officer Netherlands Drs H. Langman Chairman of Supervisory Netherlands Board Prof. Mr J.M.M. Maeijer Professor at Law, Netherlands Katholieke Universiteit Katholieke Universiteit Nijmegen, Netherlands at Nijmegen Drs G.H. Smit RA Member of the Board of Netherlands Management Prof. Dr W.H. Vroom Retired Netherlands Amsterdam, Netherlands Mr. R. van de Vijver Partner in Loeff Claeys Netherlands Loeff Claeys Verbeke, Verbeke, a law firm Amsterdam, Netherlands Drs K.M.P. Peijs Member of European Netherlands Strasbourg, France Parliament EXECUTIVE OFFICERS (who are not Directors) None
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