X0202 3 2007-11-20 0 0000940510 BORDERS GROUP INC BGP 0001336528 Pershing Square Capital Management, L.P. 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001336477 PS Management GP, LLC 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001336476 Pershing Square GP, LLC 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001056513 ACKMAN WILLIAM A 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 10075580 I See footnotes In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 3 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman ("Ackman"), each of which or whom has the same business address as PS Capital and may be deemed to have a pecuniary interest in the securities beneficially owned by PS Capital. The total amount of 10,075,580 shares represents 4,743,717 shares held for the account of Pershing Square, L.P. ("PSI"), 71,680 shares held for the account of Pershing Square II, L.P. ("PSII") and 5,260,183 shares held for the account of Pershing Square International, Ltd. ("PSIL") (the shares held for the accounts of PSI, PSII and PSIL collectively, the "Subject Shares"), all of which are investment funds for which PS Capital acts as investment adviser or management company and therefore PS Capital may be deemed the beneficial owner of the Subject Shares. PS Management is the general partner of PS Capital and therefore may be deemed the beneficial owner of the Subject Shares. PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the shares held for the accounts of PSI and PSII. Ackman is the managing member of PSGP and PS Management and therefore may be deemed the beneficial owner of the Subject Shares. Each of PS Capital, PS Management, PSGP and Ackman disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member 2007-11-23 PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member 2007-11-23 Pershing Square GP, LLC, By: /s/ William A. Ackman, Managing Member 2007-11-23 /s/ William A. Ackman 2007-11-23