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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. 4)*
Barnes & Noble, Inc.
(Name of Issuer)
Common Stock, par value $.001
(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)
April 8, 1997
(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).
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SCHEDULE 13D
- ------------------------------------
CUSIP NO. 067774109
- ------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vendex International N.V.
98:0073258
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
- --------------------------------------------------------------------------------
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)
0%
- --------------------------------------------------------------------------------
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 5
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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AMENDMENT NO. 4 TO
SCHEDULE 13D
This Amendment No. 4 to the Schedule 13D of Vendex International
N.V., a corporation organized under the laws of the Netherlands ("Vendex"),
dated July 27, 1995, as amended by Amendment No. 1 thereto dated July 2, 1996,
Amendment No. 2 thereto dated March 6, 1997 and Amendment No. 3 thereto dated
March 26, 1997 (the "Schedule 13D"), 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 3. Source and Amount of Funds
or Other Consideration.
Item 3 is hereby amended to incorporate the following paragraph:
On April 8, 1997 Vendex sold 1,820,386 shares of Common Stock,
representing all of the Common Stock owned by Vendex as of such date, at a price
of $33.2225 per share in an underwritten public offering pursuant to a
Registration Statement filed by the Issuer with respect to such shares.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to read in its entirety as follows:
On April 8, 1997 Vendex sold 1,820,386 shares of Common Stock,
representing all of the Common Stock owned by Vendex as of such date, at a price
of $33.2225 per share in an underwritten public offering pursuant to a
Registration Statement filed by the Issuer with respect to such shares.
Vendex does not have any present plans or proposals which relate to or
would result in any of the actions described in clauses (a) through (j) of the
instructions to Item 4.
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 does not beneficially
own any shares of the Common Stock.
Page 3 of 5 Pages
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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. In addition, each of Drs. W.C.J. Angenent and Mr. J.M. Hessels
were granted options to purchase 20,000 shares of the Common Stock at a price of
$24.375 per share pursuant to the Issuer's 1996 Incentive Plan (the "Incentive
Plan"). Options to purchase 10,000 of such shares are currently exercisable, and
options to purchase an additional 5,000 of such shares will become exercisable
on each of January 16, 1998 and January 16, 1999 subject to the terms and
conditions thereof and of the Incentive Plan.
To Vendex's knowledge, none of its other executive officers or
directors beneficially owns any Common Stock and none of its other executive
officers or directors has the right to acquire any Common Stock.
(b) As of the date hereof, Vendex does not beneficially own any
shares of the Common Stock. Therefore, Vendex does not have any sole or shared
power to vote or to direct the vote, or any sole or shared power to dispose or
to direct the disposition of any shares of the Common Stock.
(c) On April 8, 1997 Vendex sold 1,820,386 shares of Common Stock,
representing all of the Common Stock owned by Vendex as of such date, at a price
of $33.2225 per share in an underwritten public offering pursuant to a
Registration Statement filed by the Issuer with respect to such shares. Other
than such sale, Vendex has not effected any transactions in the Common Stock
since March 26, 1997, the date of Vendex's most recent filing on Schedule 13D.
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) Not applicable.
(e) On April 8, 1997, Vendex ceased to be the beneficial owner of
more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Undertakings
or Relationships with Respect to
Securities of the Issuer.
Item 6 is hereby amended to incorporate the following paragraph:
On April 8, 1997, all of the Common Stock beneficially owned by
Vendex was sold. As a result of such sale, the Securityholders Agreement dated
as of November 16, 1992 among the Issuer, Mr. Leonard Riggio, Barnes & Noble
Bookstores, Inc., Vendex, Princes Gate Investors, L.P., PGI Investments Limited,
PGI Sweden AB and PG Investors, Inc. terminated.
Page 4 of 5 Pages
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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.
April 10, 1997 By: /s/ J.M. Hessels
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Date Name: J.M. Hessels
Title: Chief Executive Officer
Page 5 of 5 Pages
