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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Barnes & Noble, Inc.
- ----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001
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(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)
June 26, 1996
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(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).<PAGE>
<PAGE>
SCHEDULE 13D
- ---------------------- -----------------
CUSIP No. 067774109 Page 2 of 6 Pages
- ---------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vendex International N.V.
98:0073258
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,119,286
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,119,286
- -----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,119,286
- -----------------------------------------------------------------------------
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)
9.5%
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14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 6
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.<PAGE>
<PAGE>
Amendment No. 1 to
Schedule 13D
This Amendment No. 1 to the Schedule 13D (the "Schedule
13D") of Vendex International N.V., a corporation organized under the
laws of the Netherlands ("Vendex"), dated July 27, 1995 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 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 (including those
shares held through Vendamerica) beneficially owns 3,119,286 shares
of the Common Stock, which represents approximately 9.5% of the
issued and outstanding shares of the Common Stock.
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, through Vendamerica, has the sole power to
vote or to direct the vote and to dispose or direct the disposition
of 620,643 shares of the Common Stock referred to in paragraph (a).
Vendex has the sole power to vote or direct the vote and to dispose
or direct the disposition of 2,498,643 shares of the Common Stock
referred to in paragraph (a).
Page 3 of 6 Pages<PAGE>
<PAGE>
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 June 26, 1996, Vendex sold 320,000 shares of
Common Stock at $34.50 per share in brokers transactions pursuant to
Rule 144 promulgated under the Securities Act of 1933, as amended.
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
<PAGE>
<PAGE>
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.
July 2, 1996 By: /s/ J.M. Hessels
- ------------------ --------------------------------
Date Name: J.M. Hessels
Title: Chief Executive Officer
Page 5 of 6 Pages<PAGE>
<PAGE>
Annex A
Vendex International N.V.
Name and Business Address:
(all business addresses are
Vendex International N.V.
De Klencke 6 Present Principal
1083 HH Amsterdam Occupation or Employment
The Netherlands unless (all with Vendex unless
otherwise indicated) otherwise indicated) Citizenship
- --------------------------- ------------------------ -----------
DIRECTORS
Drs W.C.J. Angenent RA Chief Financial Officer Netherlands
Mr H.D. Cohen Member of the Board of Netherlands
Origin Directors of Origin
Utrecht, Netherlands
Drs P.E. Hamming Member of the Board Netherlands
of 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)
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None
Page 6 of 6 Pages<PAGE>
<PAGE>
