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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. 2)*
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)
March 4, 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 1,820,386
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------------------
8 SHARED VOTING POWER
None
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,820,386
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,820,386
- --------------------------------------------------------------------------------
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)
5.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 6
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AMENDMENT NO. 2 TO
SCHEDULE 13D
This Amendment No. 2 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
(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 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 3. Source and Amount of Funds
or Other Consideration.
Item 3 is hereby amended to read in its entirety as follows:
No funds were required to be paid by Vendex in connection with its
acquisition of the Common Stock. Prior to the Acquisition (as defined below),
Vendex owned 2,818,643 shares of Common Stock. On July 19, 1995 Vendamerica B.V.
("Vendamerica"), a wholly owned subsidiary of Vendex, acquired 620,643 shares of
Common Stock from Barnes & Noble Bookstores, Inc. ("College") as part of the
consideration received in connection with College's repurchase of all of the
shares of College's stock (the "Repurchased Shares") owned by Vendamerica (the
"Acquisition").
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 beneficially owns 1,820,386 shares
of the Common Stock, which represents approximately 5.5% of the issued and
outstanding shares of the Common Stock.
Page 3 of 6 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. 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 has the sole power to vote or direct the vote and to dispose
or direct the disposition of 1,820,386 shares of the Common Stock referred to in
paragraph (a).
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 March 4, 1997, Vendex sold 1,200,000 shares of Common Stock at a
price of $34.00 per share to Mr. Leonard Riggio in a private transaction. 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
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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.
March 6, 1997 By: /s/ J.M. Hessels
------------- --------------------------------
Date Name: J.M. Hessels
Title: Chief Executive Officer
Page 5 of 6 Pages
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ANNEX A
VENDEX INTERNATIONAL N.V.
<TABLE>
<CAPTION>
Name and Business Address:
(all business addresses are
Vendex International N.V. Present Principal
De Klencke 6 Occupation or
1083 HH Amsterdam Employment (all with
The Netherlands unless Vendex unless otherwise
otherwise indicated) indicated) Citizenship
- --------------------------- ----------------------- -----------
DIRECTORS
- ----------
<S> <C> <C>
Drs W.C.J. Angenent RA Chief Financial Officer Netherlands
Mr H.D. Cohen Vice President - Europe Netherlands
Origin of Spencer Stuart
Amsterdam, Netherlands
Drs P.E. Hamming Member of the Board of Netherlands
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)
None
</TABLE>
Page 6 of 6 Pages
