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).
- ------------------------------------
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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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.
(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.
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.
March 6, 1997 By: /s/ J.M. Hessels
------------- --------------------------------
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. Present Principal
De Klencke 6 Occupation or
1083 HH Amsterdam Employment (all with
The Netherlands unless Vendex unless otherwise
otherwise indicated) indicated) Citizenship
- --------------------------- ----------------------- -----------
DIRECTORS
- ----------
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
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