8-K

UNITED STATES

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

Date of Report (Date of Earliest Event Reported): June 20, 2011

BORDERS GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Michigan	1-13740	38-3294588
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Phoenix Drive

Ann Arbor, Michigan 48108

 (Address of Principal Executive Offices and Zip Code)

(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:

¨ 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 7.01 Regulation FD Disclosure.

As previously disclosed, on February 16, 2011, Borders Group, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), Case No. 11-10614(MG) under the caption “In re Borders Group, Inc., et al.”

On June 20, 2011, the Debtors filed their monthly operating report for the period from May 1, 2011 to May 28, 2011 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Cautionary Statement Regarding Financial Operating Data

The Company cautions investors and potential investors not to place undue reliance on the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not prepared in accordance with Generally Accepted Accounting Principles in the United States, has not been audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter than or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934 (the “Securities Exchange Act”), and such information may not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Securities Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. One can identify these forward-looking statements by the use of words such as “projects,” “expect,” “estimated,” “working toward,” “going forward,” “continuing,” “planning,” “returning,” “possibility,” “opportunity,” “guidance,” “goal,” “will,” “may,” “intend,” “anticipates,” and other words of similar meaning. One can also identify them by the fact that they do not relate strictly to historical or current facts.

These statements are subject to risks and uncertainties that could cause actual results and plans to differ materially from those included in the Company’s forward-looking statements. Although it is not possible to predict or identify all such factors, they may include the risks discussed in “Item 1A. — Risk Factors” contained in the Company’s Annual Report on Form 10-K for its fiscal year ended January 29, 2011 filed by the Company with the Securities and Exchange Commission on April 29, 2011, which are incorporated herein by reference.

In the event that the risks and uncertainties disclosed or referred to in this report or discussed in the Company’s other public statements cause the results of the Company to differ materially from those expressed in its forward-looking statements, the Company’s business, financial condition, results of operations or liquidity, and the interests of creditors, equity holders and other constituents, could be materially adversely affected. The Company does not undertake any obligation to update forward-looking statements.

2

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

99.1 Monthly Operating Report for the period from May 1, 2011 to May 28, 2011, filed with the United States Bankruptcy Court for the Southern District of New York

3

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.

Dated:  June 20, 2011	BORDERS GROUP, INC.
	By:	/s/ Scott D. Henry
		Scott D. Henry
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

4

EXHIBIT INDEX

Exhibit No. Description

99.1 Monthly Operating Report for the period from May 1, 2011 to May 28, 2011, filed with the United States Bankruptcy Court for the Southern District of New York

5

EX-99.1

Exhibit 99.1

United States Bankruptcy Court
Southern District of New York
	X
In re:	:	Chapter 11
	:
Borders Group, Inc. et al.	:	Case No.  11-10614
	:
Debtors	:
	X

Monthly Operating Report for the Period

From May 1, 2011 to May 28, 2011

Debtors' Address: 100 Phoenix Drive

Ann Arbor, MI  48108-2202

Telephone:  (734) 477-1100

Debtors' Attorneys: David M. Friedman

1633 Broadway

New York, New York 10019

Telephone:  (212) 506-1700

This Monthly Operating Report ("MOR") has been prepared solely for the purposes of complying with the monthly reporting requirements applicable in these Chapter 11 cases and is in a format that the Debtors believe is acceptable to the United States Trustee.  The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with accounting principles generally accepted in the United States ("GAAP").

I declare under penalty of perjury that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Glen Tomaszewski	6/20/2011
Glen Tomaszewski
Vice President, Chief Accounting Officer and Controller
Borders Group, Inc.

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11
		Federal Tax I.D. #	38-3294588

CORPORATE MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS	FORM NO.	DOCUMENT ATTACHED	EXPLANATION ATTACHED
Schedule of Cash Receipts and Disbursements	MOR-1	x
Bank Reconciliation (or copies of debtor's bank reconciliations)	MOR-1	x
Copies of bank statements			x
Cash disbursements journals			x
Statement of Operations	MOR-2	x
Balance Sheet	MOR-3	x
Status of Post-Petition Taxes	MOR-4	x
Copies of IRS Form 6123 or payment receipt			x
Copies of tax returns filed during reporting period			x
Summary of Unpaid Post-Petition Debts	MOR-4	x
Listing of Aged Accounts Payable	MOR-4	x
Accounts Receivable Reconciliation and Aging	MOR-5	x
Taxes Reconciliation and Aging (See MOR-7)			x
Payments to Insiders and Professionals	MOR-6	x
Post-Petition Status of Secured Notes, Leases Payable	MOR-6	x
Debtor Questionnaire	MOR-7	x

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11

NOTES TO MONTHLY OPERATING REPORT

The Monthly Operating Report includes activity from the following Debtors:

Debtor	Case Number
Borders Group, Inc.	11-10614
Borders, Inc.	11-10615
Borders International Services, Inc.	11-10616
Borders Direct, LLC	11-10617
Borders Properties, Inc.	11-10618
Borders Online, Inc.	11-10619
Borders Online, LLC	11-10620
BGP (UK) Limited	11-10621

General Notes:

The financial statements and supplemental information contained herein are preliminary, unaudited, and may not comply in all material respects with accounting principles generally accepted in the United States ("GAAP").  In addition, the financial statements and supplemental information contained herein represent condensed combined information.

The unaudited consolidated financial statements have been derived from the books and records of the Debtors and include the results of operations for non-Debtor affiliates, which amounts are immaterial. This information has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP, and upon application of such procedures the financial information could be subject to material change.

The financial information contained herein is presented on a preliminary and unaudited basis and remains subject to future adjustment.

The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11

NOTES TO MONTHLY OPERATING REPORT

MOR-1

Cash is received as described in the Debtors' motion to approve their cash management system and is consistent with the Debtors' cash management practices.  Cash receipts and disbursements related to intercompany transfers among the Debtor entities have also been excluded from the analysis.

MOR - 4

The Debtors believe they are paying all undisputed taxes and preparing and filing all tax returns when due or obtaining extensions where necessary.

MOR-6

The Debtors have not included any payments of normal course wages, benefits or the payment of board fees to insiders.  The Debtors have also not reported payments to professionals utilized in the ordinary course of business.

MOR-7

The Debtors have paid certain pre-petition liabilities in accordance with orders approved by the Bankruptcy Court authorizing such payments.  The Debtors believe that all undisputed post-petition accounts payable have been and are being paid according to agreed upon terms specific to each vendor and/or service provider.  Any aged amounts represent items subject to valid disputes, and certain items which have been paid subsequent to the end of the reporting period.

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS 1

($000s)

Debtor			Cash Receipts
Combined Debtors			$	226,103
Total Cash Receipts			$	226,103
Debtor	Case Number		Cash Disbursements
Borders Group, Inc.		11-10614	$	(5,200	)
Borders, Inc.		11-10615		(214,349	)
Borders International Services, Inc.		11-10616		-
Borders Direct, LLC		11-10617		(6,293	)
Borders Properties, Inc.		11-10618		(15	)
Borders Online, Inc.		11-10619		-
Borders Online, LLC		11-10620		-
BGP (UK) Limited		11-10621		-
Total Cash Disbursements			$	(225,857	)
Notes
1 - Amounts exclude receipts/disbursements made on behalf of the Debtors that did not flow through a Debtor bank account.

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11

BANK RECONCILIATIONS 1, 2, 3

($000s)

Debtor	Case Number		Bank and Account Description	Bank Account No.		Bank Balance
Borders Group, Inc.		11-10614	BGI Concentration Account		1001738167	$	149
Borders, Inc.		11-10615	Bank of America Corporate Depository		4427082445		2,551
Borders, Inc.		11-10615	Borders Inc. Concentration Acct		1001744196		109
Borders, Inc.		11-10615	Waldenbooks Concentration Acct		66724060		400
Borders, Inc.		11-10615	Waldenbooks A/R		66724126		14
Borders, Inc.		11-10615	PNC Lockbox		4600091098		18
						$	3,241

Notes

1 - The Debtors have not included copies of bank statements or cash disbursement journals due to the voluminous nature of these reports.

2 - The Debtors reconcile their bank accounts on a monthly basis.

3 - The Debtors have excluded accounts with no balance as of the end of the reporting period and have also excluded accounts that receive cash deposits from local stores and corporate/institutional customers which amounts are regularly swept either to the Debtors' primary accounts listed above or directly to its secured lenders to repay borrowings under the DIP credit facility.

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11

STATEMENT OF OPERATIONS

($MM)

	May-11
Sales	$	81.6
Other revenue		15.5
Total revenue		97.1
Cost of merchandise sold (includes occupancy)		84.3
Gross margin		12.8
Selling, general and administrative expenses		27.7
Operating income (loss)		(14.9	)
Interest expense (income)		3.2
Income (loss) from continuing operations before reorganization items and income taxes		(18.1	)
Reorganization items, net		17.3
Income (loss) from continuing operations before income taxes		(35.4	)
Income tax provision (benefit)		-
Net income (loss)	$	(35.4	)

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11

BALANCE SHEET

($MM)

	May-11
Assets
Current assets:
Cash and cash equivalents	$	19.1
Merchandise inventories		444.7
Accounts receivable and other current assets		60.5
Total current assets		524.3
Property and equipment, net of accumulated depreciation		165.3
Other assets		24.7
Total assets	$	714.3
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Short term debt-credit facility	$	137.5
Capital lease liability		1.1
Trade accounts payable		13.8
Accrued payroll and other liabilities		159.1
Taxes, including income taxes		25.9
Total current liabilities		337.4
Long-term debt		1.1
Other long-term liabilities		155.4
Liabilities subject to compromise		594.0
Total liabilities		1,087.9
Stockholders' equity (deficit):
Common stock		188.9
Retained deficit		(562.5	)
Total stockholders' equity (deficit)		(373.6	)
Total liabilities and stockholders' equity (deficit)	$	714.3

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11

STATUS OF POST-PETITION TAXES 1, 3, 4

($000s)

Federal	Beginning Tax		Amount Withheld and/or Accrued		Amount Paid		Ending Tax
Withholding	$	-	$	1,397	$	1,397	$	-
FICA-Employee		-		793		793		-
FICA-Employer		-		1,072		1,072		-
Unemployment		85		51		-		136
Total Federal Taxes	$	85	$	3,313	$	3,262	$	136
State and Local
Withholding	$	43	$	442	$	386	$	99
Sales		-		12,718		12,718		-
Unemployment		460		282		-		742
Business Licenses		-		83		83		-
Real Property 2		-		-		-		-
Personal Property		-		3		3		-
Income/Franchise		-		228		228		-
Total State and Local Taxes	$	503	$	13,756	$	13,418	$	841
Total Taxes	$	588	$	17,069	$	16,680	$	977

Notes

1 - The Debtors have not included copies of Form 6123 and tax returns filed during this period due to the voluminous nature of these reports.

2 - The Debtors do not own any real property.  Real estate taxes paid by the Debtors are paid as part of an underlying lease obligation and the failure to pay such lease payments would not result in claims by the taxing authority against the Debtors.

3 - The Debtors believe they are paying all undisputed taxes and preparing and filing all tax returns when due or obtaining extensions where necessary.

4 - Summary of post-petition tax payments reflects the period from May 1, 2011 - May 31, 2011.

STATUS OF POST-PETITION DEBTS 1

($000s)

	Aged by Due Date
Description	Current				0-30		31-60			61-90			91-120	Over 120		Total
AP Merchandising 2, 3	$	(32,219	)	$	25,721	$	(10,824	)	$	(251	)	$	-	$	-	$	(17,573	)
AP Other		2,658			177		37			-			-		-		2,872
Total Post-Petition Debts	$	(29,561	)	$	25,898	$	(10,787	)	$	(251	)	$	-	$	-	$	(14,701	)

Explain how and when Debtor intends to pay any past due post-petition debts.

Notes

1 - The Debtors believe they are paying all undisputed post-petition obligations according to terms.  Aged amounts represent items subject to valid disputes, and certain items which have been paid subsequent to the end of the reporting period.

2 - The amounts in this table include payments made to vendors in advance of our receipt of goods. Because such payments are classified as “Accounts receivable and other current assets” in the accompanying Balance Sheet under Form MOR-3, the amounts reported under this table will differ from those reported as “Trade accounts payable” on the Balance Sheet. In addition, the “Trade accounts payable” amount includes accruals made for merchandise received prior to the Balance Sheet date, but for which no invoice had been received. Certain of these accruals are not included in the amounts shown under this Form MOR-4.

3 - The Debtors' net debit accounts payable balance for AP Merchandising is primarily due to prepayments made to publishers for post-petition orders.

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING 1

($000s)

Accounts Receivable Reconciliation	Amount
Total Accounts Receivable at the beginning of the reporting period	$	4,994
Plus:  Amounts billed during the period		1,535
Less:  Amounts collected during the period		(1,558	)
Less: Amounts written off or returned during the period		(108	)
Less:  Bad Debt Estimate		(259	)
Change in store accounts receivable, net		(390	)
Total Accounts Receivable at the end of the reporting period	$	4,604

Accounts Receivable Aging	Amount
0-30 days old	$	3,571
31-60 days old		644
61-90 days old		207
91-120 days old		136
121+ days old		305
Total Aged Accounts Receivable		4,863
Less:  Bad Debts (Amounts considered uncollectible)		(259	)
Net Accounts Receivable	$	4,604

Notes

1 - "Accounts receivable and other current assets” in the accompanying Balance Sheet under Form MOR-3 includes certain items not included in this table, including various prepaid asset amounts (including prepaid debt issuance costs relating to our debtor-in-possession financing facility, prepaid merchandise inventories, and prepaid supplies).

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11

PAYMENTS TO INSIDERS 1

Name	Type of Payment	Amount Paid		Total Paid to Date
Scott Henry	Employment Agreement Signing Incentive	$	50,000	$	50,000
Glen Tomaszewski	Employment Agreement Transition Incentive		50,000		50,000
Michele Cloutier	Employment Agreement Signing Incentive		50,000		50,000
Total Payments to Insiders		$	150,000	$	150,000

Notes

1 - Payments to insiders excludes ordinary wages, board fees, benefits and expense reimbursements that occurred during the reporting period.

PAYMENTS TO PROFESSIONALS

Name	Date of Court Order Authorizing Payment	Amount Approved 1		Amount Paid 2		Total Paid To Date 1		Total Incurred & Unpaid
AP Services, LLC	March 16, 2011	$	4,520,116	$	3,656,375	$	4,520,116	$	-
Baker & McKenzie	March 15, 2011		164,351		131,632		131,632		32,719
BDO USA, LLP	April 7, 2011		680,181		544,846		544,846		135,335
Deloitte Tax LLP	April 7, 2011		256,781		205,053		205,053		51,728
Deloitte Consulting LLP	April 7, 2011		191,534		157,948		157,948		33,586
Deloitte Consulting LLP	April 7, 2011		435,837		352,146		352,146		83,691
Dickinson Wright PLLC	March 15, 2011		135,380		108,426		108,426		26,954
DJM Realty Services, LLC	March 16, 2011		61,936		51,614		51,614		10,322
Ernst & Young LLP	April 7, 2011		85,976		34,450		34,450		51,526
The Garden City Group, Inc.	February 17, 2011		476,580		465,503		465,503		11,077
Jefferies & Company, Inc.	March 16, 2011		241,890		191,890		191,890		50,000
Kasowitz, Benson, Torres & Friedman LLP	March 15, 2011		1,083,569		830,806		830,806		252,763
Lowenstein Sandler PC	April 7, 2011		363,601		270,142		270,142		93,459
Mercer (US) Inc.	April 7, 2011		63,364		36,536		36,536		26,828
Total Payments to Professionals		$	8,761,096	$	7,037,367	$	7,901,108	$	859,988

Notes

1 - Represents amounts approved and payments made from the date of each firm's retention through May 28, 2011.

2 - Represents payments made from May 1, 2011 - May 28, 2011.

POST-PETITION STATUS OF SECURED NOTES, LEASES PAYABLE

AND ADEQUATE PROTECTION PAYMENTS

($000s)

Name of Creditor	Scheduled Monthly Payment Due		Amount Paid During Reporting Period
DIP Principal - Term Loan 1		N/A	$	1,784
DIP Principal - Revolver 2		N/A		-
DIP Interest - Term Loan	$	476		476
DIP Interest - Revolver	$	656		656
Leases Payable 3	$	12,941		14,006
Adequate Assurance Payments - Utilities		N/A		17
Total Payments			$	16,939

Notes

1 - Principal payments on the DIP term loan are made based on proceeds from FF&E sales, net of fees.

2 - Principal repayments are based on daily sweeps activity.  Revolver balance increased by approximately $36 million during the reporting period.

3 - Lease payments reflect certain payments made in late May 2011 for rent due in early June 2011.

In re	BORDERS GROUP INC., et al.	Case No.	11-10614
	Debtor	Reporting Period:	5/1/11 - 5/28/11

DEBTOR QUESTIONNAIRE

Must be completed each month.  If the answer to any of the questions is "Yes", provide a detailed explanation of each item.  Attach additional sheets if necessary.		Yes	No
1	Have any assets been sold or transferred outside the normal course of business this reporting period?	X
2	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?		X
3	Is the Debtor delinquent in the timely filing of any post-petition tax returns?		X
4	Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?		X
5	Is the Debtor delinquent in paying any insurance premium payment?		X
6	Have any payments been made on pre-petition liabilities this reporting period?	X
7	Are any post-petition receivables (accounts, notes or loans) due from related parties?		X
8	Are any post-petition payroll taxes past due?		X
9	Are any post-petition State or Federal income taxes past due?		X
10	Are any post-petition real estate taxes past due?		X
11	Are any other post-petition taxes past due?		X
12	Have any pre-petition taxes been paid during this reporting period?	X
13	Are any amounts owed to post-petition creditors delinquent?		X
14	Are any wages payments past due?		X
15	Have any post-petition loans been received by the Debtor from any party?		X
16	Is the Debtor delinquent in paying any US Trustee fees?		X
17	Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?		X
18	Have the owners or shareholders received any compensation outside of the normal course of business?		X

Explanations
1	The Debtors have sold assets pursuant to the Order Approving Agency Agreement, Store Closing Sales and Related Relief entered under
	Docket #91 on February 18, 2011.
6	The Debtors have made payments on account of pre-petition liabilities in accordance with Orders of the Bankruptcy Court specifically authorizing payment of such liabilities.
10	The Debtors do not own real property.
12	The Debtors have paid certain pre-petition taxes as permitted under the Final Order Pursuant to 11 U.S.C. Section 105(a), 363(b), 507(a)(8) and 541 and Fed. R. Bankr. P. 6003 and 6004 Authorizing Debtors to Pay Pre-petition Taxes and Assessments entered under Docket #388on March 15, 2011.