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Pershing Square Capital Management, L.P., et al. – ‘SC 13D/A’ on 3/21/08 re: Borders Group Inc

On:  Friday, 3/21/08, at 4:43pm ET   ·   Accession #:  950136-8-1470   ·   File #:  5-52269

Previous ‘SC 13D’:  ‘SC 13D/A’ on 1/22/08   ·   Next:  ‘SC 13D/A’ on 4/8/08   ·   Latest:  ‘SC 13D/A’ on 4/29/24

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/21/08  Pershing Square Cap Mgmt, L.P.    SC 13D/A               2:196K Borders Group Inc                 Capital Systems 01/FA
          Pershing Square GP, LLC
          PS Management GP, LLC
          William A. Ackman

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 5 to Schedule 13D                     HTML     48K 
 2: EX-99.1     Commitment Letter                                   HTML     73K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

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

March 19, 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. o

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).

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5

This Amendment No. 5 (this “Amendment No. 5”) 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 Amendment No. 5.

As of March 19, 2008, as reflected in this Amendment No. 5, 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 March 19, 2008, Pershing Square entered into a commitment letter (the “Commitment Letter”) with the Issuer that would allow the Issuer, subject to the terms and conditions set forth therein, to (i) borrow up to $42,500,000 under a senior term loan facility (the “Term Loan Facility”) that would mature on January 15, 2009 and be secured by a portion of the stock of Paperchase Products Ltd and (ii) if the Issuer borrows under the Term Loan Facility, require Pershing Square or a designated affiliate, at the Issuer’s election, to purchase certain foreign businesses of the Issuer at any time before January 15, 2009, for an aggregate cash price of $125,000,000 (subject to certain adjustments).

The Issuer has no obligation to proceed with the transactions contemplated by the Commitment Letter. The Commitment Letter will terminate on April 4, 2008 if the definitive documents contemplated thereunder have not been executed on or prior to such date. If the Commitment Letter terminates, the Issuer will be required to reimburse Pershing Square for up to $5 million of its out-of-pocket expenses incurred in connection therewith. If the Commitment Letter does not terminate and the Issuer borrows under the Term Loan Facility, it will owe Pershing Square certain fees described in the Commitment Letter and will be obligated to issue the Pershing Square 7.5 year warrants to buy 19.99% of the Common Stock (on a fully diluted basis) at a price of $7 per share, subject to adjustment as described in the Commitment Letter.

The foregoing summary of the Commitment Letter is not complete and is subject in its entirety to the Commitment Letter itself, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

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

Item 6 is hereby supplemented, as follows:

On March 19, 2008, Pershing Square entered into a Commitment Letter with the Issuer that is summarized in Item 4 above, which 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:

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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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
		1/15/09
		4/4/08		4,  8-K
Filed on:		3/21/08		8-K
		3/19/08		8-K
		1/22/08		SC 13D/A
		11/29/07		4,  8-K/A
		11/3/07		10-Q,  8-K
				List all Filings

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Filing Submission 0000950136-08-001470   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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