UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Best Buy Co. Inc.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
086516101
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann-Leff Associates Inc.
13-3131718
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES 3,161,300 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 8,802,250 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
3,818,100 shares
8 SHARED DISPOSITIVE POWER
10,645,300 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,463,400 shares (includes shares beneficially owned by FLA Asset
Management Inc., Stamford Advisers Corp. and FLA Advisers L.L.C.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%
12 TYPE OF REPORTING PERSON
IA, CO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLA Asset Management Inc.
13-29256626
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 660,450 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
2,503,500 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,503,500 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%
12 TYPE OF REPORTING PERSON
IA, CO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLA Advisers L.L.C.
13-3942422
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 8,141,800 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
8,141,800 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,141,800 shares (includes shares beneficially owned by Stamford
Advisers Corp.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
12 TYPE OF REPORTING PERSON
IA, OO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stamford Advisers Corp.
13-3421430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 51,700 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
51,700 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,700 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12 TYPE OF REPORTING PERSON
IA, CO
<PAGE>
Item 1(a) NAME OF ISSUER:
Best Buy Co. Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7075 Flying Cloud Drive
Eden Prairie, MN 55344-9312
Item 2(a) NAME OF PERSON FILING:
See Item 1 of the cover pages attached hereto
Item 2(b) Address of Principal Business Office, or if none, residence:
590 Madison Avenue
New York, New York 10022
Item 2(c) CITIZENSHIP:
See Item 4 of the cover pages attached hereto
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.10
Item 2(e) CUSIP NUMBER:
086516101
Item 3 Forstmann-Leff Associates Inc., a New York corporation,
is a registered investment adviser under Section 203 of
the Investment Advisers Act of 1940 (the "Act"). FLA
Asset Management Inc., a Delaware corporation, is a
registered investment adviser under the Act and a
subsidiary of Forstmann-Leff Associates Inc. FLA
Advisers L.L.C., a New York limited liability company, is
a registered investment adviser under the Act whose
managing members are principals of Forstmann-Leff
Associates Inc. Stamford Advisers Corp., a New York
corporation, is a registered investment adviser under the
Act. FLA Advisers L.L.C. is the parent company of
Stamford Advisers Corp.
<PAGE>
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
See Item 9 of the cover pages attached hereto
(b) Percent of Class:
See Item 11 of the cover pages attached hereto
(c) See Items 5 through 8 of the cover pages attached hereto
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Various clients of the reporting persons have the right
to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the
Common Stock of Best Buy Co. Inc. No one client's
interest in the Common Stock of Best Buy Co. Inc. is more
than five percent of the total outstanding Common Stock.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY:
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
SIGNATURES
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.
February 11, 1999
FORSTMANN-LEFF ASSOCIATES INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
FLA ASSET MANAGEMENT INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
FLA ADVISERS L.L.C.
By: /s/ Peter A. Lusk
Peter A. Lusk
Managing Member
STAMFORD ADVISERS CORP.
By: /s/ Peter A. Lusk
Peter A. Lusk
President
<PAGE>
Exhibit A
AGREEMENT
The undersigned, Forstmann-Leff Associates Inc., FLA Asset
Management Inc., FLA Advisers L.L.C. and Stamford Advisers Corp., agree that the
statement to which this exhibit is appended is filed on behalf of each of them.
February 11, 1999
FORSTMANN-LEFF ASSOCIATES INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
FLA ASSET MANAGEMENT INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
FLA ADVISERS L.L.C.
By: /s/ Peter A. Lusk
Peter A. Lusk
Managing Member
STAMFORD ADVISERS CORP.
By: /s/ Peter A. Lusk
Peter A. Lusk
President
<PAGE>
