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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
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(Title of Class of Securities)
067846 10 5
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(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
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CUSIP No. 067846 10 5
- --------------------------------------------------------------------------------
1. Names of Reporting Persons Bertelsmann AG
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I.R.S. Identification Nos. of above persons (entities only).
- --------------------------------------------------------------------------------
2. Check the appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) X (3)
-------------------------------------------------------------------
- --------------------------------------------------------------------------------
3. SEC Use Only
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- --------------------------------------------------------------------------------
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
---------------------------------
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- --------------------------------------------------------------------------------
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Page 2 of 8
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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
---------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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Page 3 of 8
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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
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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.
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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
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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
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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
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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
