SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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| [ ] | Definitive Proxy Statement | |
| [ ] | Definitive Additional Materials | |
| [X] | Soliciting Material Under Rule 14a-12 |
barnesandnoble.com inc.
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The following email was distributed on March 2, 2004 by Marie J. Toulantis, Chief Executive Officer of barnesandnoble.com inc. (the “Company”), to the Company’s employees regarding the proposed acquisition of the Company by Barnes & Noble, Inc.:
Status Update
Since many of you have been asking about the status of our merger with Barnes & Noble, Inc., I want to provide a brief status report:
Given that we are a publicly traded company, the merger process requires us to file a document with the Securities and Exchange Commission (SEC). This document, called a proxy statement, is a lengthy document which outlines all the details of our proposed merger with B&N, as well as provides information about our company, including our financial results for the last two fiscal years.
We filed the proxy on January 26, 2004. The SEC took 30 days to review the proxy and just last week, they responded to us with some questions, and asked us to clarify and provide more details about what we had written. We are in the process of answering their questions. Once the SEC is satisfied with the additional information we provide, we then re-file the proxy with them, and it becomes the “official” document. We also mail the proxy to all shareholders informing them that a meeting will be held to discuss and vote on the proposed merger transaction. Usually, the meeting is held about 21 days after mailing of the proxy, so we are currently estimating that the meeting will take place around the end of April. The shareholders (including Barnes & Noble, Inc.) will vote, and upon their approval, the merger will be effectively complete. I know that this has seemed to take a long time from when we announced the deal in October but this is just how long it takes to get a deal completed when there are two public companies involved.
As I have said previously, after the merger THERE WILL BE NO CHANGE IN THE WAY BN.COM OPERATES. As a wholly-owned subsidiary of Barnes & Noble, Inc. we will remain a separate business unit. I anticipate that we will be even busier than we are now, as we work toward ways of providing a more seamless experience for our customers. I encourage you to email me if you have any questions, or concerns. In the meantime, just keep doing your usual good work!
Marie
*****
This communication is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares to the Company. The Company intends to file and deliver all forms, proxy statements, notices and documents required under state and federal law regarding the proposed merger. The Company has filed preliminary proxy materials with the Securities and Exchange Commission (“SEC”) for the special meeting of stockholders to be held to vote on the proposed merger. Upon satisfactory completion of the SEC’s review and comment on the preliminary proxy materials, the Company will call a special meeting of its stockholders to vote on the merger and will file with the SEC and mail to the Company’s stockholders definitive proxy materials. Before making any voting or investment decisions, investors and security holders of the Company are urged to read the definitive proxy materials regarding the merger carefully in their entirety, when they become available, because they will contain important information about the proposed merger, including, among other things, the recommendation of the Companys’ board of directors in respect of the merger. Copies of the definitive proxy materials and any amendments or supplements thereto may be obtained without charge, as they become available, at the SEC’s website at http://www.sec.gov or at the Company’s website at http://www.barnesandnoble.com/ir. Investors and stockholders also may obtain a free copy of the definitive proxy statement, when it becomes available, and other documents filed with, or furnished to, the SEC from the Company by directing a written request to
barnesandnoble.com inc., 76 Ninth Avenue, New York, NY 10011; Attn. Investor Relations, Kevin M. Frain.
The Company, its directors, executive officers and certain members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in favor of the approval of the merger. Information regarding such officers and directors and their ownership of the Company’s common stock is set forth in the Company’s Proxy Statement on Schedule 14A for its 2003 Annual Meeting of shareholders, filed with the SEC on June 6, 2003.
