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To: tekgk who wrote (10194)	7/13/1998 3:45:00 PM
From: RSmith	Read Replies (2) \| Respond to of 164684

Off Topic...MLI on the NYSE possible takeover as soon as tues at $52. Stock is $39.5 X 39.75.

To: tekgk who wrote (10194)	7/13/1998 8:11:00 PM
From: Glenn D. Rudolph	Respond to of 164684

July 10, 1998 BARNES & NOBLE BOARD ADOPTS SHAREHOLDER RIGHTS PLAN New York, NY (July 10, 1998) - Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today announced that its Board of Directors has adopted a Shareholder Rights Plan. The adoption of the plan is not being done in response to any known effort to acquire the company but is intended to protect the long-term value of the company for its shareholders in the event of any unsolicited attempt to acquire the company. Under the plan, a dividend of one right to purchase a fraction of a share of a newly-created class of preferred stock was declared for each share of common stock outstanding at the close of business on July 21, 1998. The rights, which expire on July 20, 2008, may be exercised only if certain conditions are met, such as the acquisition (or the announcement of a tender offer the consummation of which would result in the acquisition) of 15 percent or more of Barnes & Noble's common stock by a person or affiliated group. The distribution of the preferred share purchase rights is not taxable to the company's shareholders, nor does the issuance of the rights affect earnings per share or change the way in which the company's shares may be traded. Under the Shareholder Rights Plan, except under certain circumstances, a shareholder who owns 15% or more of the company's common stock as of 5:00 p.m. New York time, July 10, 1998 will not be deemed to be an "acquiring person" unless such shareholder acquires an additional five percent or more of the common stock. Once exercisable, and in some cases if certain additional conditions are met, the rights plan allows Barnes & Noble shareholders (other than the acquirer) to purchase common stock in Barnes & Noble or in the acquirer at a substantial discount. The Board also has the right to redeem outstanding rights at any time prior to the date the rights become exercisable, at a price of $0.01 per right. The terms of the rights, including the period to redeem the rights, may be amended by the Board in certain circumstances. A complete description will be filed with the Securities and Exchange Commission. Barnes & Noble, Inc. operates 487 Barnes & Noble bookstores and 511 B. Dalton bookstores. Barnes & Noble stores stock an authoritative selection of more than 175,000 titles and offer books from more than 27,000 publishers with an emphasis on small, independent publishers and university presses. Barnes & Noble is the world's largest bookseller on the World Wide Web (http://www.barnesandnoble.com), and the exclusive bookseller on America Online (Keyword: BarnesandNoble). The company also publishes books under the Barnes & Noble imprint for exclusive sale through its retail stores, mail-order catalogs, and Web site. General financial information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's investor relations Web site: shareholder.com. ------------------------------------------------------ Please do not reply to this e-mail. This address does not accept incoming e-mail. For Additional Information: shareholder.com Distribution List Changes/Deletions: shareholder.com or send e-mail to unsubscribe@shareholder.com