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
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CUSIP No. 067774109 Page 2 of 6 Pages
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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
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,119,286
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 6
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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).
(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.
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.
July 2, 1996 By: /s/ J.M. Hessels
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Date Name: J.M. Hessels
Title: Chief Executive Officer
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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
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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
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