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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1945
(Amendment No. __)
barnesandnoble.com inc.
- -----------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- -----------------------------------------------------------------------------
(Title of Class of Securities)
067846 10 5
- -----------------------------------------------------------------------------
(CUSIP Number)
December 31, 1999(1)
- -----------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] 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).
Potential persons who are to respond to the collection of
information contained in this form are not required to
respond unless the form displays a currently valid OMB
control number
SCHEDULE 13G
CUSIP No. 067846 10 Page 2 of 8
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Barnes & Noble, Inc.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X](3)
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 57,500,001 (2)(4)
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 57,500,001 (2)(4)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,500,001 (2)(4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.8%
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
SCHEDULE 13G
CUSIP No. 067846 10 Page 3 of 8
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
B&N.com Holding Corp.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X](3)
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 57,500,001 (2)(5)
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 57,500,001 (2)(5)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,500,001 (2)(5)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.8%
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
SCHEDULE 13G
CUSIP No. 067846 10 Page 4 of 8
Item 1. Name of Issuer and Address
(a) The name of the issuer is barnesandnoble.com inc., a Delaware
corporation (the "Company" or the "Issuer").
(b) The principal executive offices of the Company are located at
76 Ninth Avenue, 11th Floor, New York, New York 10011.
Item 2. Identity, Address, Citizenship, Title of Class of Securities and
CUSIP Number
Items 2(a), (b), (c)
This statement on Schedule 13G ("Statement") is filed by Barnes &
Noble, Inc., a Delaware corporation ("B&N") and B&N.com Holding Corp., a
Delaware corporation and a wholly-owned subsidiary of B&N ("B&N Holding").
See Exhibit A, Note (1). The address of principal business office of B&N and
B&N Holding is 122 Fifth Avenue, New York, NY 10011.
Item 2(d), (e)
This Statement relates to the Class A Common Stock, (the "Class A
Common Stock") of the Company. The CUSIP number for the Class A Common Stock
is 067846 10 5.
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a :
Not Applicable
Item 4. Ownership
Item 4(a), (b)
B&N is deemed to beneficially own, through its wholly-owned
subsidiary B&N Holding, 57,500,001 shares of Class A Common Stock,
representing 39.8% of the Company's issued and outstanding shares (based on
29,347,067 shares outstanding at December 31, 1999). See Exhibit A, Notes
(2), (4) and (5).
Item 4(c)
Reporting person B&N and joint filer B&N Holding are the sole
beneficial owners of the securities identified in subsection (a) above. B&N
Holding has the sole voting and dispositive power over the Class A Common
Stock deemed to be beneficially owned by B&N Holding. B&N, as the parent
company of B&N Holding, has sole voting and dispositive power over the common
stock of B&N Holding. See Exhibit A, Notes (2), (4) and (5).
<PAGE>
SCHEDULE 13G
CUSIP No. 067846 10 Page 5 of 8
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
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
For identity of the subsidiary, see Exhibit A.
Item 8. Identification and Classification of Members of the Group
For identity of each member of the Group, see Exhibit A.
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not applicable.
<PAGE>
SCHEDULE 13G
CUSIP No. 067846 10 Page 6 of 8
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.
Dated: April 13, 2000
BARNES & NOBLE, INC.
By: /S/ LEONARD RIGGIO
-----------------------------------------
Leonard Riggio, Chairman of the Board and
Chief Executive Officer
B&N.COM HOLDING CORP.
By: /S/ LEONARD RIGGIO
-----------------------------------------
Leonard Riggio, Chairman of the Board
<PAGE>
SCHEDULE 13G
CUSIP No. 067846 10 Page 7 of 8
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of a statement on Schedule 13G (including amendments thereto) with
respect to the securities of the issuer and further agree that this Agreement
be included as an exhibit to such filing. The parties to the Agreement
expressly authorize each other to file on each other's behalf any and all
amendments to such statement.
IN WITNESS WHEREOF, the parties have executed this Agreement on April
13, 2000.
BARNES & NOBLE, INC.
By: /S/ LEONARD RIGGIO
-----------------------------------------
Leonard Riggio, Chairman of the Board and
Chief Executive Officer
B&N.COM HOLDING CORP.
By: /S/ LEONARD RIGGIO
-----------------------------------------
Leonard Riggio, Chairman of the Board
<PAGE>
SCHEDULE 13G
CUSIP No. 067846 10 Page 8 of 8
EXHIBIT A (Pursuant to Items 7 and 8)
Item 7. Identification of Subsidiary
Joint Filer, B&N.com Holding Corp.
Item 8. Members of the Group
Barnes & Noble, Inc. (3)
B&N.com Holding Corp. (3)
Bertlesmann AG (3)
BOL.US Online, Inc. (3)
NOTES
(1) As described in the Issuer's May 24, 1999 Registration Statement on Form
S-1 (the "Form S-1), Barnes & Noble, Inc. and Bertlesmann AG established
the business of the Issuer's operating subsidiary barnesandnoble.com llc
under the terms and conditions of a certain Formation Agreement dated
October 31, 1998, and prior to the Issuer's May 24, 1999 initial public
offering, reporting person Barnes & Noble, Inc., through its wholly-
owned subsidiary and joint filer B&N.com Holding Corp., held 57,500,000
Membership Units in barnesandnoble.com llc and 1 share of the Issuer's
Class B Common Stock, $.001 par value per share (the "Class B Common
Stock").
(2) Neither the reporting person Barnes & Noble, Inc. nor joint filer,
B&N.com Holding Corp., owns any shares of the Issuer's Class A Common
Stock. Barnes & Noble, Inc. owns indirectly through its wholly-owned
subsidiary and joint filer, B&N.com Holding Corp., 57,500,000 Membership
Units in the Issuer's subsidiary barnesandnoble.com llc and 1 share of
the Issuer's Class B Common Stock, which are currently convertible into
57,500,001 shares of Issuer's Class A Common Stock on a one-for-one
basis.
(3) Reporting person Barnes & Noble, Inc. and its wholly-owned subsidiary
and joint filer, B&N.com Holding Corp., are or may be deemed to be
members of a "group" with Bertelsmann AG and its wholly-owned
subsidiary, BOL.US Online, Inc., as parties under that certain
Stockholders Agreement, dated as of May 28, 1999, which, among other
things, address the disposition and voting of, on a fully converted
basis, an aggregate of 115,000,002 shares of the Issuer's Class A Common
Stock, as more fully described in the Form S-1. Barnes & Noble, Inc.
and B&N.com Holding Corp. disclaim the existence of the group, and
disclaim beneficial ownership of any securities owned by Bertlesmann AG
or BOL.US Online, Inc.
(4) These securities are held indirectly by reporting person Barnes & Noble,
Inc. through its wholly owned subsidiary and joint filer, B&N.com
Holding Corp.
(5) These securities are held directly by joint filer, B&N.com Holding
Corp., a wholly owned subsidiary of reporting person, Barnes & Noble,
Inc.
