-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FkcL+uoV8nb4t+UE+qBa6QyyCNprglWWRf1tSQ5nmeIdWzQN6wVh3zL5QB/BzRyy 95jVz1/zLaSYzamVMgp8zA== 0000940510-08-000088.txt : 20081006 0000940510-08-000088.hdr.sgml : 20081006 20081006112434 ACCESSION NUMBER: 0000940510-08-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081006 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081006 DATE AS OF CHANGE: 20081006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORDERS GROUP INC CENTRAL INDEX KEY: 0000940510 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 383294588 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13740 FILM NUMBER: 081108554 BUSINESS ADDRESS: STREET 1: 100 PHOENIX DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: (734) 477-1100 MAIL ADDRESS: STREET 1: 100 PHOENIX DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 8-K 1 bgi8k10012008.htm BORDERS GROUP, INC. ISSUANCE OF WARRANTS TO PERSHING SQUARE CAPITAL MANAGEMENT, L.P.- FORM 8-K bgi8k10012008.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


October 1, 2008
(Date of Report; Date of Earliest Event Reported)


BORDERS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)

     
Michigan
1-13740
38-3294588
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

100 Phoenix Drive, Ann Arbor, MI 48108
(Address of Principal Executive Offices)


734-477-1100
(Registrant’s Telephone Number, Including Area Code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









 
 
 


     
ITEM 3.02                      Unregistered Sales of Equity Securities.

On October 1, 2008, Borders Group, Inc., (the “Company”) issued to Pershing Square Capital Management, L.P. warrants to purchase an additional 5.15 million shares of common stock of the Company at an exercise price of $7.00 per share, subject to anti-dilution adjustments, pursuant to the Warrant and Registration Rights Agreement dated April 9, 2008, among the Company and Computershare Inc. and Computershare Trust Company, N.A., as  Warrant Agent (the “Warrant Agreement”). The Warrants are exercisable until October 9, 2014. The terms of the Warrant Agreement and the related Side Letter of the same date, as well as the additional information called for by this Item 3.02, are set forth in the Company’s Current Report on Form 8-K dated April 9, 2008.  The information set forth under the heading “Warrant Agreement” in Item 1.01 and the information set forth in Item 3.02 of such Form 8-K Report is incorporated herein by reference.


ITEM 9.01                      Financial Statements and Exhibits.

Exhibits:
     
     
4.1 (1)
  
Warrant and Registration Rights Agreement, dated as of April 9, 2008, among Borders Group, Inc. and Computershare Inc. and Computershare Trust Company, N.A., as Warrant Agent.
     
4.2 (1)
  
Side Letter, dated as of April 9, 2008, between Pershing Square Capital Management, L.P. and Borders Group, Inc.

(1) Incorporated by reference from the Company’s Current Report on Form 8-K dated April 9, 2008 (File No. 1-13740).



 
 
 
                                                                 SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Borders Group, Inc.
(Registrant)

Dated:                      October 6, 2008
By:  /s/ EDWARD W. WILHELM
 
Edward W. Wilhelm
 
Executive Vice President and
 
Chief Financial Officer
 
(Principal Financial and
 
 Accounting Officer)



 





 



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