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EDGAR Submission |
Schema Version: X0704 |
Submission Type: D |
Test or Live: LIVE |
Primary Issuer: |
| CIK: 940510 |
| Entity Name: BORDERS GROUP INC |
| Issuer Address: |
| | Street 1: 100 PHOENIX DRIVE |
| | City: ANN ARBOR |
| | State or Country: MI |
| | State or Country Description: MICHIGAN |
| | ZIP Code: 48108 |
| Issuer Phone Number: (734) 477-1100 |
| Jurisdiction of Inc.: MICHIGAN |
| Issuer Previous Name List: |
| | Value: None |
| EDGAR Previous Name List: |
| | Value: None |
| Entity Type: Corporation |
| Year of Inc.: |
| | Over Five Years? Yes |
Related-Persons List: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Thomas |
| | | Middle Name: D. |
| | | Last Name: Carney |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Executive Officer |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Michael |
| | | Middle Name: J. |
| | | Last Name: Edwards |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Executive Officer |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Mark |
| | | Middle Name: R. |
| | | Last Name: Bierley |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Executive Officer |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: David |
| | | Middle Name: Scott |
| | | Last Name: Laverty |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Executive Officer |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: James |
| | | Middle Name: M. |
| | | Last Name: Frering |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Executive Officer |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Shereen |
| | | Last Name: Solaiman |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Executive Officer |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Michael |
| | | Middle Name: G. |
| | | Last Name: Archbold |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Director |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Paul |
| | | Middle Name: J. |
| | | Last Name: Brown |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Director |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Ronald |
| | | Middle Name: J. |
| | | Last Name: Floto |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Director |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Michael |
| | | Last Name: Grossman |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Director |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Bennett |
| | | Middle Name: S. |
| | | Last Name: LeBow |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Director |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Dan |
| | | Last Name: Rose |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Director |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: David |
| | | Last Name: Shelton |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Director |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Timothy |
| | | Middle Name: V. |
| | | Last Name: Wolf |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Director |
| | Relationship Clarification: |
| Related-Person Info: |
| | Related-Person Name: |
| | | First Name: Howard |
| | | Middle Name: M. |
| | | Last Name: Lorber |
| | Related-Person Address: |
| | | Street 1: 100 Phoenix Drive |
| | | City: Ann Arbor |
| | | State or Country: MI |
| | | State or Country Description: MICHIGAN |
| | | ZIP Code: 48108 |
| | Related-Person Relationship List: |
| | | Relationship: Director |
| | Relationship Clarification: |
Offering Data: |
| Industry Group: |
| | Industry Group Type: Retailing |
| Issuer Size: |
| | Revenue Range: Over $100,000,000 |
| Federal Exemptions Exclusions: |
| | Item: 06 |
| Type of Filing: |
| | New or Amendment: |
| | | Is Amendment? No |
| | Date of First Sale: |
| | | Value: 5/21/10 |
| Duration of Offering: |
| | More Than One Year? No |
| Types of Securities Offered: |
| | Is Equity Type? Yes |
| | Is Option to Acquire Type? Yes |
| Business-Combination Transaction: |
| | Is Business-Combination Transaction? No |
| | Clarification of Response: |
| Minimum Investment Accepted: 0 |
| Sales Compensation List: |
| | Recipient: |
| | | Recipient Name: Rothschild Inc. |
| | | Recipient CRD Number: 2910 |
| | | Associated BD Name: None |
| | | Associated BDCRD Number: None |
| | | Recipient Address: |
| Street 1: 1251 Avanue of the Americas |
| Street 2: 51st Floor |
| City: New York |
| State or Country: NY |
| State or Country Description: NEW YORK |
| ZIP Code: 10020 |
| | | States of Solicitation List: |
| State: NY |
| Description: NEW YORK |
| | | Foreign Solicitation? No |
| Offering Sales Amounts: |
| | Total Offering Amount: 111,351,253 |
| | Total Amount Sold: 25,000,000 |
| | Total Remaining: 86,351,253 |
| | Clarification of Response: Remaining amounts to be sold represents: (i) 35,100,000 shares underlying a Warrant, exercisable at $2.25 per share, which will only be issued if it approved by the Issuer's stockholders; (ii) 2,701,837 shares underlying a Warrant, [continued in Item 15] |
| Investors: |
| | Has Non-Accredited Investors? No |
| | Total Number Already Invested: 2 |
| Sales Commissions Finders Fees: |
| | Sales Commissions: |
| | | Dollar Amount: 625,000 |
| | Finders Fees: |
| | | Dollar Amount: 0 |
| | Clarification of Response: [continued from Item 13] exercisable at $0.65 per share; and (iii) 8,542,399 shares underlying a Warrant, exercisable at $0.65 per share, which will only be issued if the Issuer's stockholders approve the warrant noted in (i) above. |
| Use of Proceeds: |
| | Gross Proceeds Used: |
| | | Dollar Amount: 0 |
| | Clarification of Response: |
| Signature Block: |
| | Authorized Representative? No |
| | Signature: |
| | | Issuer Name: BORDERS GROUP INC |
| | | Signature Name: /s/Thomas D. Carney |
| | | Name of Signer: Thomas D. Carney |
| | | Signature Title: Executive Vice President, General Counsel and Secretary |
| | | Signature Date: 5/21/10 |