UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.4)*
Barnes & Noble, Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
067774109
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of This Statement)
*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 2,449,830 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 5,607,950 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
2,969,730 shares
8 SHARED DISPOSITIVE POWER
6,982,700 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,952,430 shares (includes shares beneficially owned by FLA Asset
Management Inc., Stamford Advisers Corp., Forstmann-Leff Associates
L.P. 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
14.5%
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 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 669,250 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
2,044,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,044,000 shares (includes shares beneficially owned by Forstmann-Leff
Associates L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
12 TYPE OF REPORTING PERSON
IA, CO
<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 48,900 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
48,900 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,900 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12 TYPE OF REPORTING PERSON
IA, CO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann-Leff Associates L.P.
13-3717850
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 109,300 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
109,300 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,300 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON
IA, PN
<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 4,938,700 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
4,938,700 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,938,700 shares (including 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
7.2%
12 TYPE OF REPORTING PERSON
IA, OO
<PAGE>
Item 1(a) NAME OF ISSUER:
Barnes & Noble, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
122 Fifth Avenue
New York, NY 10011
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 $0.001
Item 2(e) CUSIP NUMBER:
067774109
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. Forstmann- Leff
Associates L.P., a Delaware limited partnership, is a registered
investment adviser under the Act. FLA Asset Management Inc. is the
general partner of Forstmann-Leff Associates L.P. 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 whose
parent company is FLA Advisers L.L.C.
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
See Item 9 of the cover pages attached hereto
(b) Percent of Class:
<PAGE>
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 Barnes &
Noble, Inc. No one client's interest in the Common Stock of
Barnes & Noble, 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,s complete and correct.
February 11, 1999
<PAGE>
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
STAMFORD ADVISERS CORP.
By: /s/ Peter A. Lusk
Peter A. Lusk
President
FORSTMANN-LEFF ASSOCIATES L.P.
By: FLA Asset Management, Inc.
General Partner
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
<PAGE>
Exhibit A
AGREEMENT
The undersigned, Forstmann-Leff Associates Inc., FLA Asset Management
Inc., Stamford Advisers Corp., Forstmann-Leff Associates L.P. and FLA Advisers
L.L.C., 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
STAMFORD ADVISERS CORP.
By: /s/ Peter A. Lusk
Peter A. Lusk
President
FORSTMANN-LEFF ASSOCIATES L.P.
By: FLA Asset Management Inc.
General Partner
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
<PAGE>
