If Amazon (AMZN) was comfortable with its spot atop the e-reader market, it just got a wakeup call from Barnes & Noble (BKS). The brick-and-mortar book retailer's e-reader, the Nook, which hasn't even hit stores yet, is in pre-order nirvana right now. The first run for the Nook occurred at the end of October (the product was introduced on October 20). These buyers were told the reader would ship on November 30. High demand resulted in backorders, so the next wave of pre-orders was scheduled to ship on December 7. Now, a third group will have to wait until December 11.

This product is on fire, and it still isn't even on shelves yet.

Mary Ellen Keating, a spokeswoman for Barnes & Noble wouldn't reveal how many of these devices have been pre-ordered, but she did say, "Demand for the product in our stores and online has surpassed our expectations." She also noted, "We are working hard to meet demand for the holidays."

Barnes & Noble Inc. (NYSE: BKS) recently announced an electronic e-reader to compete with the likes of the Amazon.com's (NASDAQ: AMZN) Kindle and Sony Corp.'s (NYSE: SNE) Reader.

In perfect holiday fashion, the e-reader is set to become the "must have" gadget for the gift-giving season almost upon us. The newer Nook device has a small color screen that allows easier content locating (but no keyboard), the ability to "lend" digital books to a friend and built-in wireless internet.

Albert Gonzalez faced the music in a U.S. District Court in Boston on Friday, pleading guilty to masterminding one of the biggest cases of identity theft in history. The deal he struck with prosecutors could have him turning big rocks into little ones for up to a quarter of a century.

The Miami resident compromised the computer systems of large, high-profile retailers, including TJX (NYSE: TJX), BJ's Wholesale Club (NYSE: BJ), OfficeMax (NYSE: OMX), Barnes & Noble (NYSE: BKS) and Sports Authority. Tens of millions of credit card numbers were swiped in this scheme, leading to 19 counts of conspiracy, computer fraud, wire fraud, access device fraud and aggravated identity theft -- if there are other charges ... well, you get the point.

Barnes & Noble (NYSE: BKS) announced today that it will acquire Barnes & Noble College Booksellers -- an operator of book stores on college campuses -- for $596 million.

The hitch? Barnes & Noble College Booksellers is owned by Leonard Riggio, the chairman of Barnes Noble. In a press release announcing the deal, Barnes & Noble said that "Based on College's fiscal 2009 results, BKS would have realized incremental earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) of $115 million from acquired operations and assets. The transaction will also result in the elimination of BKS' annual royalty payments for online textbook sales, which amounted to $6 million in fiscal year 2008."

And what of the apparent conflict of interest? Don't worry: The company established a special committee to evaluate the proposed deal.

Normally a related party deal of this magnitude would sounds all kinds of alarm bells. But because it was already a partner company, it smells less bad. But still: In negotiating the deal, Mr. Riggio's loyalties had to have been divided. The special committee can ensure the fairness of the transaction, but it can't ensure that B&N paid the lowest possible price for the company. At some point Mr. Riggio was torn between his duties to B&N shareholders and his status as the owner of B&N College Booksellers. This is why related-party transactions are generally seen as something to be avoided.

This is not an abstraction: buildings large and small are showing gaping vacancies. Storefronts are empty. Entire buildings sit waiting to be occupied. In Manhattan, retail vacancies have reached their highest rates since 2001. For the second quarter of this year, vacancies hit the absurd height of 12.4%, thanks to unemployment trends that won't quit and consumers reluctant to pry open their wallets.

Retailers are being hit just like the residential market.

"Last spring, CEO Leonard Riggio of Barnes & Noble (NYSE: BKS) purchased almost $50 million-worth of his company's stock between $27-29.50; today, it languishes on the remainder table at $17.56," says Mark Skousen.

In his income-oriented speciality service, High Income Alert, the advisor says, "Now, a billionaire has also taken a stake." Here's the advisor's update.

"Barnes & Noble is a worthy addition to our model portfolio. Trading well below the level that the CEO purchased shares, we consider the stock a bargain.

"Barnes & Noble owns the nation's largest chain of bookstores, with 800 stores in 50 states. It also owns one of the Web's most-visited Web sites, bn.com. Between its stores and Web site, Barnes and Noble sells more than 300 million books a year.

Ronald W. Burkle, the grocery magnate with a net worth estimated at more than $3 billion, has acquired an 8.3% stake in Barnes & Noble (NYSE: BKS) through his Yucaipa American Funds, LLC investment vehicle.

The 13-D contained nothing especially interesting -- just the usual boilerplate: The shares were acquired for investment purposes, but also reserved the right to talk to other investors or management about ways to maximize value. The 13-D added that the shares were acquired because the investors believed they "were undervalued by the market at the time they were acquired."

The Wall Street Journal notes (subscription required) that while the company has seen its performance battered by economic woes, it has a strong balance sheet and competent management. If Borders Group (NYSE: BGP) collapses, Barnes & Noble could be the most direct beneficiary. The deathwatch is one, with shares of Borders trading around 50 cents per pop.

Given the high regard that the company's management is held in, this investment seems unlikely to turn into a true activist situation: So while Burkle's investment is a strong vote of confidence from a highly respected mogul, it's not likely to be much of a catalyst for anything.

One theory about a recession is that people will not buy cars or refrigerators, but they will buy beer, razors, soap and books. If you can't ride around in a new Chevy, at least you can read about someone who is.

That theory went out the window, at least in part, when Barnes & Noble (NYSE: BKS) said its same-store sales were down -- a lot.

Last year, the nation's largest book seller made a little money in the quarter ending November 1. It was a very little, $4.4 million. This year, BKS lost $18.4 billion as same-store sales fell 7.4%. Barnes & Noble also dropped its forecast for the next quarter.

The BKS earnings news is particularly bad as the holiday season begins. Companies that sell discretionary items for under $30 have probably hoped that they would benefit, perhaps only modestly, from consumers looking for relatively cheap gifts for grandpa and the kids.

Even cheap is looking expensive this holiday. Although there is Barnes & Noble stock. It is only $12.25 a share.

Douglas A. McIntyre is an editor at 24/7 Wall St.

Barnes & Noble (NYSE: BKS), a bookseller that competes with Borders Group (NYSE: BGP), Amazon (NASDAQ: AMZN), and retailers that stock books such as Wal-Mart (NYSE: WMT), did not do well during the third quarter. Total sales decreased over 4%. A GAAP loss of $0.34 per share was reported versus a GAAP profit of $0.07 per share in the year-ago period. On an adjusted basis, the loss of $0.21 per share missed the call by $0.05, according to this source.

Okay, is it me, or do these numbers basically broadcast loud and clear that Barnes & Noble is not worth one penny of your investment capital? Besides the above, same-store sales took a big dive of 7.4%. That should be the last nail in the coffin of the current Barnes & Noble story, one that reads like a Stephen King novel. Actually, though, it isn't. Another nail to add would be the fact that guidance has been adjusted lower by management. Now, according to CEO Steve Riggio, gross margins are doing okay. I'll skip that chapter, though, as there isn't much substance to it. Who cares about the gross margin at this point. With traffic down and probably due to get worse, a positive tale of the gross margin isn't going to make me want to buy Barnes & Noble as a value play.

MAJOR PAPERS:

• According to Yahoo! Inc (NASDAQ: YHOO), the Wall Street Journal reported that a severance plan investor Carl Icahn said is "excessively expensive" would come into play if Icahn is successful in his plan to take control of the company's board; Yahoo! maintained that the plan is structured to prevent Yahoo! from altering or dismantling it while under a proxy challenge.
• The Financial Times reported that Lehman Brothers Holdings Inc (NYSE: LEH) almost reached a strategic deal with a group of Korean financial institutions as part of its recent capital raising initiative, and the investment bank may still sign an agreement with the Korean companies this year, inside sources said.
• According to the Financial Times, Merrill Lynch & Co Inc (NYSE: MER), UBS AG (NYSE: UBS) and Citigroup Incorporated (NYSE: C), which are most exposed to MBIA Inc (NYSE: MBI) and Ambac Financial Group Inc (NYSE: ABK), are facing further write downs of up to $10B after the bond insurers lost the battle to keep their triple A credit ratings in tact.
• A source familiar with the matter told dealReporter that Barnes & Noble Inc (NYSE: BKS) is conducting due diligence, but has not established whether it will competitively bid for Borders Group Inc (NYSE: BGP). Should Barnes & Noble indicate real interest, the biding process could be delayed, the source said.

OTHER PAPERS:

• The Detroit News reported that Ford Motor Company (NYSE: F), in an effort to keep up with changing consumer demand in the U.S., is assembling a plan that will shift entire truck plants to car production.

In what looks to be a pretty desperate attempt to revive its failing business, Borders Group Inc. (NYSE: BGP) has officially cut its ties with Amazon.com (NASDAQ: AMZN) and launched its own e-commerce website. Under the previous arrangement, shoppers at Borders.com had their orders fulfilled by Amazon, with Borders taking a small commission.

Check out the site here. It offers some great incentives to switch over from Amazon -- like free shipping on orders over $25! Oh wait. Amazon and Barnes & Noble (NYSE: BKS) already offer the exact same deal. Never mind.

Borders invested a lot of money in developing a site with no particular competitive advantages. Most Amazon customers are pretty happy with the service they get, and I just don't see any reason for anyone to switch. The duplication of effort probably makes Borders less attractive to potential strategic buyers like Barnes & Noble, which might have preferred that the company pay down debt instead of building another website.

The performance of Borders (NYSE: BGP) has given investors little to smile about. From its 52-week high of $24.15 reached in May, the stock has descended all the way down to $6.35. Back in March the company put itself up for sale with one obvious interested party being Barnes & Noble (NYSE: BKS). I can't see any reason for the company to double-down on bricks-and-mortar retailing.

Now, The Wall Street Journal reports (subscription required), citing an unnamed source, that Barnes & Noble has "assembled a team of executives and advisers to study the possibility" of acquiring Borders.

The Journal adds that "When Borders made its announcement, Barnes & Noble Chairman Leonard Riggio said he would feel compelled to take a look at Borders. But the formation of the team suggests Barnes & Noble is a serious contender."

I'm not so sure about that. Given Borders' status as the number two in the industry and the beating the stock has taken, Barnes & Noble is compelled to look at the company now that it's looking to sell. I question whether the assembly of a team to examine the company means that the company is that serious about an acquisition. It's just a necessary step in exploring an acquisition.

Add in the possible antitrust hurdles of combining the top two bricks-and-mortar booksellers and you have a deal that would appear to be in the very early stages of coming together. It seems likely that the stock will pop on the report, but I wouldn't buy into the hype just yet. The same factors that make Borders unattractive as a stand-alone company combined with its huge debt load may make finding a buyer tough in this market.

When I go to a Barnes & Noble (NYSE: BKS) or a Borders (NYSE: BGP) store, I really can't tell much of a difference. That's not a bad thing – at least for me. Hey, I have lots of choices – and not just books.

But for investors, the situation is a problem. So, instead of fighting, why not B&N and Borders join forces?

Well, according to the Wall Street Journal [a paid publication], there are signs of a possible deal as B&N has put together a team to explore the option.

However, there is a big hurdle: antitrust regulators. The federal government will scrutinize the deal heavily given that Barnes & Noble is #1 and Borders is #2 in the US marketplace.

Barnes & Noble will argue that the market is much different now with online operators like Amazon.com (NASDAQ: AMZN).

And timing is another key. After all, if there's a change in the White House, antitrust enforcement is likely to get tougher.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Monday, May 19

• Lowe's Companies (NYSE: LOW) to report Q1 earnings; conference call scheduled for 9:00am.
• Campbell Soup Company (NYSE: CPB) to report Q3 earnings; Conference call scheduled for 10:00am.

Tuesday, May 20

• Senate Judiciary Committee Hearing on Global Internet Freedom & Corporate Responsibilty at 10:00am. Appearing: Google, Inc. (NASDAQ: GOOG), Cisco Systems, Inc. (NASDAQ: CSCO) and Yahoo! Inc. (NASDAQ: YHOO).
• Medtronic, Inc. (NYSE: MDT) to report Q4 earnings; conference call scheduled for 8:00am.
• Hewlett-Packard Company (NYSE: HPQ) to report Q2 earnings; conference call scheduled for 5:00pm.

Add another log to the LBO rumor fire, because the New York Times's DealBook reports that Barnes & Noble, Inc. (NYSE:BKS) is a ripe candidate to be taken private. Credit Suisse analyst Gary Balter has raised his rating to "outperform" from "underperform," citing the book retailer as "one of the best positioned LBO-type candidates in our universe."

He thinks B&N's shares look pretty cheap, based on the company's consistent cash flow, and promising near-term rate of return.

Word has also surfaced that B&N rival Borders Group, Inc. (NYSE:BGP) could also be headed for an LBO, even though it's less likely. Balter has lowered his rating on BGP to "neutral" from "outperform," presumably due to valuation; the stock's had a nice 33% upside since July.

Buyout speculation has been swirling ever since Pershing Square Capital took positions in both booksmiths. Balter thinks, however, that even though Borders could rebound from its disappointing earnings news last month, B&N has a "better risk/reward level."