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. )*
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)
October 22, 2002
----------------
(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: [ ].
* 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).
Page 1 of 14
CUSIP No. 067846 10 5 13D Page 2 of 14
_____________________________________________________________________________
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 58,194,001
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 58,194,001
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,764,002
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
_____________________________________________________________________________
CUSIP No. 067846 10 5 13D Page 3 of 14
_____________________________________________________________________________
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 58,194,001
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 58,194,001
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,764,002
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
_____________________________________________________________________________
CUSIP No. 067846 10 5 13D Page 4 of 14
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the Class
A Common Stock, $0.001 par value per share (the "Shares"), of barnesandnoble.com
inc., a Delaware corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 76 Ninth Avenue, New York, NY 10011. The Issuer is a
holding company, and according to the Issuer's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002, the Issuer's sole asset is its 27.6% equity
interest in barnesandnoble.com llc, a Delaware limited liability company
("bn.com"), and its sole business is acting as the sole manager of bn.com.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are (i) Barnes & Noble,
Inc., a Delaware corporation ("B&N"), and (ii) B&N.com Holding Corp., a Delaware
corporation and a wholly owned subsidiary of B&N ("B&N Holding"). B&N is the
largest retail bookseller in the United States. B&N Holding is a holding company
for B&N's investment in the Issuer and bn.com. B&N and B&N Holding are referred
to collectively as the "Reporting Persons".
(b)-(c) and (f) The address of the principal business and the principal
office of each of the Reporting Persons is 122 Fifth Avenue, New York, NY 10011.
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.
On October 22, 2002, by virtue of forming a "group" with Bertelsmann AG
("Bertelsmann") to coordinate purchases of Shares in the open market and through
privately negotiated transactions, the Reporting Persons were deemed to have
acquired beneficial ownership of the 57,500,001 Shares beneficially owned on
such date by Bertelsmann. The Reporting Persons did not expend any funds in
connection with the formation of the group. However, the Reporting Persons plan
to acquire Shares, from time to time subject to market conditions, in the open
market or through privately negotiated transactions, and will fund such
purchases with internally generated funds.
Item 4. Purpose of Transaction.
Effective October 31, 1998, the Reporting Persons formed a joint venture
with Bertelsmann and its wholly owned subsidiary BOL.US Online, Inc.
(collectively, the "Bertelsmann Parties"). In connection with the formation of
the joint venture, the Reporting Persons, on the one hand, and the Bertelsmann
Parties, on the other hand, each acquired a 50% membership interest in bn.com.
In connection with the Issuer's initial public offering of Shares in May 1999,
the foregoing 50% membership interests of the Reporting Persons, on the one
hand, and the Bertelsmann Parties, on the other hand, were converted into (i)
57,500,000 membership units in bn.com and (ii) one share of super voting common
stock in the Issuer. The membership units and the shares of super voting common
stock are convertible into Shares on a 1-to-1 basis. Consequently, the Reporting
Persons, on the one hand, and the Bertelsmann Parties, on the other hand, each
became the beneficial owners, within the meaning of Exchange Act Rule 13d-3, of
57,500,001 Shares upon the consummation of the Issuer's initial public offering
in May 1999.
On October 1, 2002, B&N announced that, subject to market conditions and
from time to time, it intends to purchase up to $10 million of Shares in the
open market or through privately negotiated transactions.
CUSIP No. 067846 10 5 13D Page 5 of 14
On October 23, 2002, Bertelsmann announced that it intends to purchase,
from time to time subject to market conditions and securities law
considerations, Shares in the open market or through privately negotiated
transactions, and that it will coordinate these purchases of Shares with the
purchases by B&N.
On October 22, 2002, prior to Bertelsmann's announcement described above,
the Reporting Persons and Bertelsmann agreed to coordinate their purchases of
Shares in order to, among other things, comply with the safe harbor provisions
of Exchange Act Rule 10b-18, including the "one broker" requirement and the
volume limitations, until such time as the Reporting Persons decide to terminate
their purchase program.
The Reporting Persons intend to review their holdings in the Issuer and
bn.com on a continuing basis and, depending upon the price and availability of
the Shares, subsequent developments affecting the Issuer and bn.com, the
business prospects of the Issuer and bn.com, general stock market and economic
conditions, tax considerations and other factors deemed relevant, may consider
increasing or decreasing their investment in the Issuer and bn.com. As part of
this ongoing review, the Reporting Persons have engaged and/or may in the future
engage legal and financial advisors to assist them in such review and in
evaluating strategic alternatives that are or may become available with respect
to their holdings in the Issuer and bn.com.
Except as set forth in this Statement, none of the Reporting Persons has
any plan or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Prior to the formation of a group with Bertelsmann on October 22, 2002,
the Reporting Persons beneficially owned, within the meaning of Exchange Act
Rule 13d-3, 58,034,001 Shares, representing approximately 35.6% of the
outstanding Shares of the Issuer. These Shares consisted of 57,500,001 Shares
which the Reporting Persons had the right to acquire within 60 days upon
conversion of (i) their one share of super voting common stock in the Issuer and
(ii) their 57,500,000 membership units in bn.com, together with their 534,000
Shares acquired pursuant to the purchase program described above.
Upon the formation of the group with Bertelsmann on October 22, 2002, the
Reporting Persons were deemed to have acquired all Shares beneficially owned by
Bertelsmann on that date and, as a result, the Reporting Persons were deemed to
have beneficial ownership, within the meaning of Exchange Act Rule 13d-3, on
that date of 115,534,002 Shares, representing approximately 70.9% of the
outstanding Shares of the Issuer. The additional Shares deemed acquired by the
Reporting Persons consisted of 57,500,001 Shares which Bertelsmann had the right
to acquire within 60 days upon conversion of (i) its one share of super voting
common stock in the Issuer and (ii) its 57,500,000 membership units in bn.com.
As of the date of this Statement, the Reporting Persons beneficially owned,
within the meaning of Exchange Act Rule 13d-3, 115,764,002 Shares, representing
approximately 71.0% of the outstanding Shares of the Issuer. These Shares
consisted of the 115,534,002 Shares described above, together with an additional
160,000 Shares purchased by B&N and an additional 70,000 Shares purchased by
Bertelsmann since October 22, 2002.
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
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 160,000 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 70,000 Shares purchased by
Bertelsmann since the formation of the group.
CUSIP No. 067846 10 5 13D Page 6 of 14
(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.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
B&N announced on October 1, 2002 that, subject to market conditions and
from time to time, it intends to purchase up to $10 million of Shares in the
open market or through privately negotiated transactions. On October 23, 2002,
Bertelsmann announced that it intends to purchase, from time to time subject to
market conditions and securities law considerations, Shares in the open market
or through privately negotiated transactions, and that it will coordinate these
purchases of Shares with the purchases by B&N.
On October 22, 2002, prior to Bertelsmann's announcement described above,
the Reporting Persons and Bertelsmann agreed to coordinate their purchases of
Shares in order to, among other things, comply with the safe harbor provisions
of Exchange Act Rule 10b-18, including the "one broker" requirement and the
volume limitations.
Except for the agreement to cooperate in connection with the purchase of
Shares in the open market or through privately negotiated transactions described
above, and the materials filed as Exhibits in Item 7 below, to the best
knowledge of the Reporting Persons, there are no contracts, agreements,
understandings or relationships (legal or otherwise), including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, between the persons
enumerated in Item 2, and any other person, with respect to any securities of
the Issuer, including any securities pledged or otherwise subject to a
contingency the occurrence of which would give another person voting power or
investment power over such securities other than standard default and similar
provisions contained in loan agreements.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint Filing Agreement dated as of October 31, 2002 between
Barnes & Noble, Inc. and B&N.com Holding Corp.
Exhibit 2: Second Amended and Restated Limited Liability Company Agreement
of barnesandnoble.com llc effective as of May 28, 1999, among Bertelsmann AG,
BOL.US Online, Inc., Barnes & Noble, Inc., B&N.com Holding Corp. and
barnesandnoble.com inc., incorporated by reference to Exhibit 10.1 of the
Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
filed on April 2, 2001.
Exhibit 3: Amendment No. 1 to Second Amended and Restated Limited Liability
Company Agreement of barnesandnoble.com llc effective as of May 28, 1999, among
Bertelsmann AG, BOL.US Online, Inc., Barnes & Noble, Inc., B&N.com Holding Corp.
and barnesandnoble.com inc., incorporated by reference to Exhibit 10.30 of the
Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
filed on March 30, 2000.
Exhibit 4: Stockholders Agreement of barnesandnoble.com inc. dated as of
May 28, 1999, among Bertelsmann AG, BOL.US Online, Inc., Barnes & Noble, Inc.,
B&N.com Holding Corp. and barnesandnoble.com inc., incorporated by reference to
Exhibit 10.3 of the Issuer's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, filed on April 2, 2001.
Exhibit 5: Formation Agreement dated as of November 12, 1998, effective as
of 11:59 P.M. on October 31, 1998, among Bertelsmann AG, BOL.US Online, Inc.,
Barnes & Noble, Inc., B&N.com Holding Corp., B&N.com Member Corp. and
barnesandnoble.com inc., incorporated by reference to Exhibit 10.5 of the
Issuer's Pre-Effective Amendment No. 1 to Registration Statement on Form S-1,
filed on March 18, 1999.
CUSIP No. 067846 10 5 13D Page 7 of 14
Exhibit 6: Amended and Restated Certificate of Incorporation of
barnesandnoble.com inc., incorporated by reference to Exhibit 3.1 of the
Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
filed on April 2, 2001.
Exhibit 7: Amended and Restated By-Laws of barnesandnoble.com inc.,
incorporated by reference to Exhibit 3.2 of the Issuer's Annual Report on Form
10-K for the fiscal year ended December 31, 2000, filed on April 2, 2001.
CUSIP No. 067846 10 5 13D Page 8 of 14
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: October 31, 2002
BARNES & NOBLE, INC.
By: /s/Lawrence S. Zilavy
--------------------------------
Lawrence S. Zilavy
Chief Financial Officer
B&N.COM HOLDING CORP.
By: /s/Lawrence S. Zilavy
--------------------------------
Lawrence S. Zilavy
Chief Financial Officer
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
Name and Business Address Including Name and Address(1) of Employer
---------------------------------- ---------------------------------------------
Leonard Riggio.................... Chairman of the Board
Stephen Riggio.................... Vice Chairman
Mitchell S. Klipper............... Chief Operating Officer
J. Alan Kahn...................... President of Barnes & Noble Publishing Group*
and Executive Vice President**
Lawrence S. Zilavy................ Chief Financial Officer
William F. Duffy.................. Executive Vice President, Distribution and
Logistics
100 Middlesex Center Boulevard
Jamesburg, NJ 08831
Mary Ellen Keating................ Senior Vice President, Corporate
Communications
David S. Deason................... Vice President, Barnes & Noble Development*
1501 LBJ Freeway, Suite 290
Dallas, TX 75025
Gary A. King...................... Vice President and Chief Information Officer
Joseph Lombardi................... Vice President, Controller
Michelle L. Smith................. Vice President, Human Resources
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
Page 9 of 14
SCHEDULE A (Continued)
Title and Present Principal Occupation
Name and Business Address Including Name and Address(1) of Employer
---------------------------------- ---------------------------------------------
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
William Sheluck, Jr............... Director
Retired
36 Greenleaf Farms Road
Newtown, CT 06470
* Barnes & Noble, Inc. only.
** B&N.com Holding Corp. only.
(1) Same address as director's or officer's business address except
where indicated.
Page 10 of 14
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) of Shares
Executive Officer or Director Beneficially Owned(1)
----------------------------------------- --------------------------------------
Leonard Riggio, Chairman of the Board 2,414,437 (1.5%)
Stephen Riggio, Vice Chairman 2,830,000 (1.7%) (2)
Mitchell S. Klipper, Chief Operating Officer 227,010 (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 723,812 (0.4%) (4)
Mary Ellen Keating, Senior Vice President,
Corporate Communications 332 (0.0%)
Gary A. King, Vice President and Chief
Information Officer 606,565 (0.4%) (5)
Michael N. Rosen, Secretary and Director 60,000 (0.0%) (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 5.0%, 5.6%, 0.5%, 0.2%, 0.0%, 1.5%, 0.0%, 1.2% , 0.1%, 0.2%, 0.0%,
0.0%, 0.0%, 0.0% and 0.1%, respectively.
Page 11 of 14
SCHEDULE B (Continued)
(2) Includes 2,630,000 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 606,375 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 30,000 Shares for which Mr. Rosen has an option to purchase
exercisable within 60 days of the date of this Statement.
Page 12 of 14
SCHEDULE C
TRANSACTIONS IN SHARES OF CLASS A COMMON STOCK
OF BARNESANDNOBLE.COM INC. WITHIN PAST 60 DAYS
To the knowledge of the Reporting Persons, the following table sets forth the
transactions in shares of Class A Common Stock of barnesandnoble.com inc.
effected by Barnes & Noble, Inc. and B&N.com Holding Corp. and their respective
executive officers and directors within the past 60 days. All of the
transactions listed for B&N.com Holding Corp were transactions effected pursuant
to the purchase program described in this Schedule 13D. All of these
transactions were effected through open market purchases using a single broker
in transactions complying with the safe harbor provisions of Rule 10b-18 of the
Securities Exchange Act of 1934.
A. Purchases by B&N.com Holding Corp
Date Number of Shares Purchased Price Per Share
---------------------- ---------------------------------- --------------------
October 2, 2002 7,500 $0.7600
October 2, 2002 7,500 $0.7900
October 2, 2002 5,000 $0.8000
October 3, 2002 5,000 $0.7600
October 3, 2002 5,000 $0.7900
October 3, 2002 5,000 $0.8100
October 3, 2002 5,000 $0.8200
October 4, 2002 15,000 $0.8000
October 4, 2002 5,000 $0.8100
October 7, 2002 39,000 $0.8000
October 8, 2002 39,000 $0.7987
October 9, 2002 39,000 $0.7977
October 10, 2002 25,000 $0.7820
October 11, 2002 39,000 $0.7777
October 14, 2002 52,000 $0.7710
October 15, 2002 52,000 $0.7767
October 16, 2002 52,000 $0.7700
October 17, 2002 85,000 $0.7947
October 18, 2002 52,000 $0.8700
October 28, 2002 20,000 $1.1100
October 29, 2002 70,000 $1.1264
October 30, 2002 35,000 $1.1421
October 31, 2002 35,000 $1.2139
B. Purchases by Executive Officers and Directors
(1) On October 17, 2002, Michael Del Giudice, Director, purchased 4,100
Shares in an open market transaction at $0.76 per Share.
Page 13 of 14
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, each of Barnes & Noble, Inc., a Delaware corporation ("B&N"), and
B&N.com Holding Corp., a Delaware corporation and a wholly owned subsidiary of
B&N ("B&N Holding"), agrees to the joint filing of a Statement on Schedule 13D
(including amendments thereto) with respect to the Class A Common Stock, par
value $0.001 per share, of barnesandnoble.com inc., a Delaware corporation, and
further agrees that this Joint Filing Agreement be included as an exhibit to
such filings. Each of B&N and B&N Holding acknowledges that it is responsible
for the timely filing of its own Statement on Schedule 13D and any amendments
thereto and for the completeness and accuracy of the information concerning
itself contained therein and that, as contemplated by Rule 13d-1(k)(1)(ii), no
other person shall be responsible for the completeness or accuracy of the
information concerning itself, unless such person knows or has reason to believe
that such information is inaccurate. The parties to this Joint Filing Agreement
expressly authorize each other to file on each other's behalf any and all
amendments to such Statement on Schedule 13D. This Joint Filing Agreement may be
executed in any number of counterparts, all of which together shall constitute
one and the same instrument.
Date: October 31, 2002
BARNES & NOBLE, INC.
By: /s/Lawrence S. Zilavy
--------------------------------
Lawrence S. Zilavy
Chief Financial Officer
B&N.COM HOLDING CORP.
By: /s/Lawrence S. Zilavy
--------------------------------
Lawrence S. Zilavy
Chief Financial Officer
Page 14 of 14