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. 4)*
barnesandnoble.com inc.
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(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)
September 15, 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 5 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 5 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) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS*
BK, OO, 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 119,138,502
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 119,138,502
______________________________________________________________
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)
75.0%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 067846 10 5 13D Page 3 of 5 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) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS*
BK, OO, 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 119,138,502
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 119,138,502
______________________________________________________________
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)
75.0%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 4 to Schedule 13D is being filed by Barnes & Noble, Inc.
("B&N") and its wholly owned subsidiary B&N.com Holding Corp. ("B&N.com
Holding"), each Delaware corporations (collectively, the "Reporting Persons"),
to amend the Schedule 13D filed by the Reporting Persons on November 1, 2002
(the "Schedule 13D"), as amended on November 15, 2002 by Amendment No. 1, as
amended on April 7, 2003 by Amendment No. 2 and as amended on August 1, 2003 by
Amendment No. 3 ("Amendment No. 3") 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 August 1,
2003 filing of Amendment No. 3. 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 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to add the following paragraph at
the end thereof:
"On September 15, 2003, B&N, Bertelsmann AG ("Bertelsmann"), and BOL.US Online,
Inc. ("BOL.US"), a wholly owned subsidiary of Bertelsmann, consummated the
transactions contemplated by the Purchase Agreement dated as of July 29, 2003
(the "Agreement"), by and between Bertelsmann, BOL.US, and B&N pursuant to which
B&N acquired all of the Shares, together with all of the membership units in
barnesandnoble.com llc ("bn.com") and all of the shares of Class C Common Stock
of the Issuer, beneficially owned by Bertelsmann for an aggregate amount equal
to $164,152,802.80, equivalent to $2.80 per share and per membership unit,
subject to possible adjustment as set forth in the Agreement. B&N subsequently
transferred all shares and membership units purchased pursuant to the Agreement
to B&N.com Holding."
Item 5. Interest in Securities of the Issuer.
The first three paragraphs of Item 5(a) of the Schedule 13D are hereby deleted
and replaced with the following paragraph:
"(a) As of September 15, 2003, the Reporting Persons beneficially owned, within
the meaning of Exchange Act Rule 13d-3, 119,138,502 Shares, representing
approximately 75.0% of the outstanding Shares of the Issuer. These Shares
beneficially owned by the Reporting Persons consisted of the following: (i)
115,000,002 Shares which the Reporting Persons had the right to acquire within
60 days upon conversion of (A) their one share of Class B Common Stock in the
Issuer, (B) their one share of Class C Common Stock in the Issuer, and (C) their
115,000,000 membership units in bn.com; and (ii) 4,138,500 Shares."
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
119,138,502 Shares they beneficially own as of September 15, 2003."
Page 4 of 5 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: September 15, 2003
BARNES & NOBLE, INC.
By: /s/ Joseph Lombardi
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Name: Joseph Lombardi
Title: Chief Financial Officer
B&N.COM HOLDING CORP.
By: /s/ Joseph Lombardi
-----------------------
Name: Joseph Lombardi
Title: Chief Financial Officer
Page 5 of 5 Pages