UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Barnes & Noble, Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
067774109
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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).
CUSIP NO. 067774109 13G Page 2 of 9 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann-Leff Associates, LLC
52-2169043
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 None
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
IA, OO
CUSIP NO. 067774109 13G Page 3 of 9 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLA Asset Management, LLC
52-2169045
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 None
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
IA, OO
CUSIP NO. 067774109 13G Page 4 of 9 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann-Leff International, LLC
52-2169041
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 None
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
IA, OO
CUSIP NO. 067774109 13G Page 5 of 9 pages
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 None
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
IA, OO
CUSIP NO. 067774109 13G Page 6 of 9 pages
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, LLC, a Delaware limited liability
company, is a registered investment adviser under Section 203 of
the Investment Advisers Act of 1940 (the "Act"). FLA Asset
Management, LLC, a Delaware limited liability company, is a
registered investment adviser under the Act and a subsidiary of
Forstmann-Leff Associates, LLC. FLA Advisers L.L.C., a New York
limited liability company, is a registered investment adviser under
the Act. Forstmann-Leff International, LLC, a Delaware limited
liability company, is a registered investment adviser under the
Act. The members of Forstmann-Leff Associates, LLC's Investment
Committee are also the members of Forstmann-Leff International,
LLC's Investment Committee and the managers of FLA Advisers L.L.C.
CUSIP NO. 067774109 13G Page 7 of 9 pages
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
See Item 9 of the cover pages attached hereto
(b) Percent of Class:
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:
This statement is being filed to report that as of December 31, 2001,
the reporting persons ceased to be a beneficial owner of more than 5%
of the Common Stock of Barnes & Noble, Inc.
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:
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.
CUSIP NO. 067774109 13G Page 8 of 9 pages
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.
February 14, 2002
FORSTMANN-LEFF ASSOCIATES, LLC
By: /s/ Joseph Sullivan
Chief Operating Officer
FLA ASSET MANAGEMENT, LLC
By: Forstmann-Leff Associates, LLC,
its Sole Member
By: /s/ Joseph Sullivan
Chief Operating Officer
FLA ADVISERS L.L.C.
By: /s/ Joseph Sullivan
Chief Operating Officer
FORSTMANN-LEFF INTERNATIONAL, LLC
By: /s/ Joseph Sullivan
Chief Operating Officer
CUSIP NO. 067774109 13G Page 9 of 9 pages
Exhibit A
AGREEMENT
The undersigned, Forstmann-Leff Associates, LLC, FLA Asset Management,
LLC, FLA Advisers L.L.C. and Forstmann-Leff International, LLC, agree that the
statement to which this exhibit is appended is filed on behalf of each of them.
February 14, 2002
FORSTMANN-LEFF ASSOCIATES, LLC
By: /s/ Joseph Sullivan
Chief Operating Officer
FLA ASSET MANAGEMENT, LLC
By: Forstmann-Leff Associates, LLC,
its Sole Member
By: /s/ Joseph Sullivan
Chief Operating Officer
FLA ADVISERS L.L.C.
By: /s/ Joseph Sullivan
Chief Operating Officer
FORSTMANN-LEFF INTERNATIONAL, LLC
By: /s/ Joseph Sullivan
Chief Operating Officer