-----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, IbMlqFhJwURCvak/zYzzAixn1XSkXFiVWcsjRmTGqKUFoH/JWoWC9K04tkj3Kgtv 65ILuVWrDQ7DxrJ5SAwh0g== 0000950136-08-001784.txt : 20080408 0000950136-08-001784.hdr.sgml : 20080408 20080408165455 ACCESSION NUMBER: 0000950136-08-001784 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080408 DATE AS OF CHANGE: 20080408 GROUP MEMBERS: PERSHING SQUARE GP, LLC GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52269 FILM NUMBER: 08745785 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 file1.htm AMENDMENT NO. 6 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Borders Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

099709107

(CUSIP Number)

Roy J. Katzovicz, Esq.

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 29^th Floor

New York, New York 10019

212-813-3700

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

with copies to:

Andrew G Dietderich, Esq.

Alan J. Sinsheimer, Esq.

Sullivan & Cromwell LLP

125 Broad Street, New York, New York 10004

212-558-4000

April 8, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 099709107


1	Name of Reporting Person Pershing Square Capital Management, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) x
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -- 0 --
		8	Shared Voting Power 10,597,880
		9	Sole Dispositive Power -- 0 --
		10	Shared Dispositive Power 10,597,880
11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,597,880
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13	Percent of Class Represented by Amount in Row (11) 18.0%¹
14	Type of Reporting Person (See Instructions) IA

^{______________}

¹ This calculation is based on 58,751,655 shares of common stock of Borders Group, Inc. outstanding as of November 29, 2007 as reported in its quarterly report on Form 10-Q for the quarterly period ended November 3, 2007.


CUSIP No. 099709107


1	Name of Reporting Person PS Management GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) x
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -- 0 --
		8	Shared Voting Power 10,597,880
		9	Sole Dispositive Power -- 0 --
		10	Shared Dispositive Power 10,597,880
11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,597,880
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13	Percent of Class Represented by Amount in Row (11) 18.0%²
14	Type of Reporting Person (See Instructions) OO

^{______________}

² This calculation is based on 58,751,655 shares of common stock of Borders Group, Inc. outstanding as of November 29, 2007 as reported in its quarterly report on Form 10-Q for the quarterly period ended November 3, 2007.


CUSIP No. 099709107


1	Names of Reporting Person Pershing Square GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) x
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -- 0 --
		8	Shared Voting Power 5,337,092
		9	Sole Dispositive Power -- 0 --
		10	Shared Dispositive Power 5,337,092
11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,337,092
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13	Percent of Class Represented by Amount in Row (11) 9.1%³
14	Type of Reporting Person (See Instructions) IA

____________

³ This calculation is based on 58,751,655 shares of common stock of Borders Group, Inc. outstanding as of November 29, 2007 as reported in its quarterly report on Form 10-Q for the quarterly period ended November 3, 2007.


CUSIP No. 099709107


1	Name of Reporting Person William A. Ackman
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) x
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -- 0 --
		8	Shared Voting Power 10,597,880
		9	Sole Dispositive Power -- 0 --
		10	Shared Dispositive Power 10,597,880
11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,597,880
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13	Percent of Class Represented by Amount in Row (11) 18.0%⁴
14	Type of Reporting Person (See Instructions) IN

______________

⁴ This calculation is based on 58,751,655 shares of common stock of Borders Group, Inc. outstanding as of November 29, 2007 as reported in its quarterly report on Form 10-Q for the quarterly period ended November 3, 2007.

This Amendment No. 6 (this “Amendment No. 6”) amends and supplements the statement on Schedule 13D, as amended to date (the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”), (iii) Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”), and (iv) William A. Ackman, a citizen of the United States of America (collectively, the “Reporting Persons”), relating to the common stock (the “Common Stock”) of Borders Group, Inc., a Michigan corporation (the “Issuer”). Unless otherwise defined herein, terms defined in the Schedule 13D shall have such defined meanings in this Amen dment No. 6.

As of April 8, 2008, as reflected in this Amendment No. 6, the Reporting Persons are reporting beneficial ownership on an aggregate basis of 10,597,880 shares of Common Stock (approximately 18.0% of the outstanding shares). The Reporting Persons also have economic exposure to approximately 4,805,463 shares of Common Stock under swaps, bringing their total economic exposure to 15,403,343 shares (approximately 26.2% of the outstanding shares), as previously reported by the Reporting Persons on the amended statement on Schedule 13D filed on January 22, 2008.


Item 4.	Purpose of Transaction

Item 4 is hereby supplemented, as follows:

On April 7, 2008, Pershing Square entered into a letter agreement (the “Letter Agreement”) with the Issuer that confirmed that the Issuer and Pershing Square (a) have agreed on terms for the transactions initially described in the Commitment Letter filed as an exhibit to a Schedule 13D amendment filed by the Reporting Persons on March 21, 2008 (which terms are different from those originally envisioned by such Commitment Letter in ways that are summarized in a press release the Issuer released on April 7, 2008) and (b) have agreed to execute and deliver the documentation for such transactions substantially in the forms negotiated at the time of the Letter Agreement, and to consummate such transactions, on April 9, 2009, subject to the satisfaction of the conditions precedent contemplated in such documentation and the completion of any remaining schedules and customary closing de liverables in form reasonable acceptable to all parties.

The foregoing summary of the Letter Agreement and the transactions contemplated thereby is not complete and is subject in its entirety to the Letter Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference, and to the press release referred to above.


Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby supplemented, as follows:

On April 7, 2008, Pershing Square and the Issuer entered into the Letter Agreement, which is summarized in Item 4 above, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.


Item 7.	Material to be Filed as Exhibits

Item 7 is hereby supplemented by adding the following exhibit:


	Exhibit 99.1	Letter Agreement dated April 7, 2008, between Pershing Square Capital Management, L.P. and the Issuer.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.


Date: April 8, 2008	PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
	By:	PS Management GP, LLC, its General Partner


		By:	/s/ William A. Ackman
			William A. Ackman Managing Member


		PS MANAGEMENT GP, LLC
		By:	/s/ William A. Ackman
			William A. Ackman Managing Member


		PERSHING SQUARE GP, LLC
		By:	/s/ William A. Ackman
			William A. Ackman Managing Member


			/s/ William A. Ackman
			William A. Ackman

EX-99.1 2 file2.htm LETTER AGREEMENT 4/7/2008

April 7, 2008

Borders Group, Inc.

100 Phoenix Drive

Ann Arbor, MI 48108

Letter Agreement

Ladies and Gentlemen:

Reference is made to the Commitment Letter, dated March 19, 2008 and as extended and supplemented by our letter of April 4, 2008 (the “Commitment Documents”), between us and you, and to our subsequent correspondence. Capitalized terms used but not defined in this Letter Agreement have the meanings specified in the Commitment Documents.

This confirms that you and we have agreed the terms of the Transactions and will execute and deliver on Wednesday, April 9, 2008, the documentation for the Transactions substantially in the forms that we have negotiated for the Senior Secured Credit Agreement, Pledge Agreement, Warrant Agreement, Purchase Offer with form of Stock Purchase Agreement and Letter Agreement, subject in each case to such changes as may be necessary to accurately reflect our agreement, and consummate the transactions contemplated by the Secured Credit Agreement, Pledge Agreement and Warrant Agreement on April 9, 2008, subject to the satisfaction of the conditions precedent contemplated in such documentation, and the completion of any remaining schedules and customary closing deliverables in form reasonably acceptable to all parties.

Except as modified by this letter, the Commitment Documents shall continue to be in full force and effect through the closing.

We look forward to consummating the transactions.


	Pershing Square Capital Management, L.P.

	By: PS Management GP, LLC, its General Partner

	By: /s/ WILLIAM A. ACKMAN

	Name: William A. Ackman
	Title: Managing Member

Acknowledged and agreed,

Borders Group, Inc.

By: /s/ EDWARD W. WILHELM

Name: Edward W. Wilhelm
Title: CFO

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