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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act
of 1934
(Amendment No. 5)*
BARNES & NOBLE, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
067774109
(CUSIP Number)
Robert P. Bermingham
The Yucaipa Companies LLC
9130 W. Sunset Boulevard
Los Angeles, California 90069
(310) 789-7200
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
March 29, 2010
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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 |
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Name of Reporting Persons |
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Check the Appropriate Box if a Member of a Group* |
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SEC Use Only |
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Source of Funds* |
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Citizenship or Place of Organization |
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Sole Voting Power |
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Sole Dispositive Power |
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Shared Dispositive Power |
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Aggregate Amount Beneficially
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Percent of Class
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14. |
Type of Reporting Person* |
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* See Instructions
CUSIP No. 067774109 |
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Name of Reporting Persons |
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Check the Appropriate Box if a Member of a Group* |
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SEC Use Only |
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Source of Funds* |
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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Shared Voting Power |
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Sole Dispositive Power |
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Shared Dispositive Power |
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11 |
Aggregate Amount Beneficially
Owned by Each Reporting Person |
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o |
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Percent of Class
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14. |
Type of Reporting Person* |
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* See Instructions
CUSIP No. 067774109 |
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Name of Reporting Persons |
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Check the Appropriate Box if a Member of a Group* |
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SEC Use Only |
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Source of Funds* |
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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Shared Voting Power |
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9 |
Sole Dispositive Power |
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Shared Dispositive Power |
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11 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o |
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13 |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person* |
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* See Instructions
CUSIP No. 067774109 |
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1 |
Name of Reporting Persons |
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Check the Appropriate Box if a Member of a Group* |
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(a) |
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(b) |
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SEC Use Only |
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Source of Funds* |
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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Shared Voting Power |
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9 |
Sole Dispositive Power |
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Shared Dispositive Power |
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11 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o |
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13 |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person* |
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* See Instructions
CUSIP No. 067774109 |
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1 |
Name of Reporting Persons |
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Check the Appropriate Box if a Member of a Group* |
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(a) |
x |
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(b) |
o |
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SEC Use Only |
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Source of Funds* |
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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Shared Voting Power |
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9 |
Sole Dispositive Power |
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10 |
Shared Dispositive Power |
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11 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o |
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13 |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person* |
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* See Instructions
CUSIP No. 067774109 |
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1 |
Name of Reporting Persons |
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2 |
Check the Appropriate Box if a Member of a Group* |
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(a) |
x |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Source of Funds* |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8 |
Shared Voting Power |
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9 |
Sole Dispositive Power |
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10 |
Shared Dispositive Power |
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11 |
Aggregate Amount Beneficially
Owned by Each Reporting Person |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o |
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13 |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person* |
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* See Instructions
CUSIP No. 067774109 |
This Amendment No. 5 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on January 2, 2009, as amended by Amendment No. 1 thereto, filed with the SEC on November 13, 2009, Amendment No. 2 thereto, filed with the SEC on November 17, 2009, Amendment No. 3 thereto, filed with the SEC on February 1, 2010, and Amendment No. 4 thereto, filed with the SEC on February 25, 2010 (together, this Schedule 13D), by (i) Ronald W. Burkle, an individual, (ii) Yucaipa American Management, LLC, a Delaware limited liability company (Yucaipa American), (iii) Yucaipa American Funds, LLC, a Delaware limited liability company (Yucaipa American Funds), (iv) Yucaipa American Alliance Fund II, LLC, a Delaware limited liability company (YAAF II LLC), (v) Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership (YAAF II), and (vi) Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited partnership (YAAF II Parallel and, together with Mr. Burkle, Yucaipa American, Yucaipa American Funds, YAAF II LLC and YAAF II, the Reporting Persons), with respect to the common stock, par value $0.001 per share (the Common Stock), of Barnes & Noble, Inc., a Delaware corporation (the Company). The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 5) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of this Schedule 13D is hereby supplemented as follows:
On March 29, 2010, representatives of the Reporting Persons and representatives of the Company discussed the Companys corporate governance practices. The representatives of the Reporting Persons also reiterated (a) their request that the Companys poison pill, which was implemented by the Company on November 17, 2009 without shareholder approval, either be redeemed or amended to allow any shareholder to acquire the same level of share ownership as the Riggio family and (b) their request for clarification that the Riggio family cannot acquire additional shares under the terms of the poison pill. The representatives of the Reporting Persons also recommended that the Company improve its corporate governance practices by adding three to four new, independent directors to the Companys Board of Directors.
CUSIP No. 067774109 |
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, complete and correct.
Dated: March 31, 2010
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RONALD W. BURKLE |
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By: |
/s/ Ronald W. Burkle |
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YUCAIPA AMERICAN MANAGEMENT, LLC |
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By: |
/s/ Ronald W. Burkle |
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Name: Ronald W. Burkle |
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Its: Managing Member |
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YUCAIPA AMERICAN FUNDS, LLC |
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By: Yucaipa American Management, LLC |
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Its: Managing Member |
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By: |
/s/ Ronald W. Burkle |
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Name: Ronald W. Burkle |
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Its: Managing Member |
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YUCAIPA AMERICAN ALLIANCE FUND II, LLC |
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By: Yucaipa American Funds, LLC |
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Its: Managing Member |
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By: Yucaipa American Management, LLC |
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Its: Managing Member |
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By: |
/s/ Ronald W. Burkle |
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Name: Ronald W. Burkle |
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Its: Managing Member |
CUSIP No. 067774109 |
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YUCAIPA AMERICAN ALLIANCE FUND II, L.P. |
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By: Yucaipa American Alliance Fund II, LLC |
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Its: General Partner |
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By: Yucaipa American Funds, LLC |
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Its: Managing Member |
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By: Yucaipa American Management, LLC |
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Its: Managing Member |
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By: |
/s/ Ronald W. Burkle |
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Name: Ronald W. Burkle |
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Its: Managing Member |
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YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P. |
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By: Yucaipa American Alliance Fund II, LLC |
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Its: General Partner |
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By: Yucaipa American Funds, LLC |
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Its: Managing Member |
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By: Yucaipa American Management, LLC |
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Its: Managing Member |
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By: |
/s/ Ronald W. Burkle |
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Name: Ronald W. Burkle |
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Its: Managing Member |
EXHIBIT INDEX
Exhibit No. |
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Description of Exhibit |
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99.1 |
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Joint Filing Agreement, dated as of January 2, 2009 (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on January 2, 2009). |
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99.2 |
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Letter dated January 28, 2010 from Ron Burkle to Companys board of directors (incorporated by reference to Exhibit 99.2 to the Amendment No. 3 to this Schedule 13D filed by the Reporting Persons with the SEC on February 1, 2010). |