Attached files
file | filename |
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EX-10.2 - EX-10.2 - BORDERS GROUP INC | k50557exv10w2.htm |
EX-10.1 - EX-10.1 - BORDERS GROUP INC | k50557exv10w1.htm |
EX-99.1 - EX-99.1 - BORDERS GROUP INC | k50557exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 30, 2011
BORDERS GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Michigan | 1-13740 | 38-3294588 | ||
(State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification | ||
Incorporation) | No.) |
100 Phoenix Drive
Ann Arbor, Michigan 48108
(Address of Principal Executive Offices and Zip Code)
Ann Arbor, Michigan 48108
(Address of Principal Executive Offices and Zip Code)
(734) 4771100
(Registrants Telephone Number, including Area Code)
(Registrants 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-10.1 | ||||||||
EX-10.2 | ||||||||
EX-99.1 |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2011, Borders Group, Inc. (the Company) and Borders, Inc., the Companys
wholly-owned subsidiary, entered into an Asset Purchase Agreement (the APA) with BB Brands, LLC,
a subsidiary of Direct Brands, Inc. A copy of the APA is attached as Exhibit 10.1 and incorporated
herein by reference.
On June 30, 2011, the Company and certain of its affiliated companies entered into an Agency
Agreement (the Agency Agreement) with Hilco Merchant Resources, LLC, Gordon Brothers Retail
Partners, LLC, SB Capital Group, LLC, Tiger Capital Group, LLC and Great American Group, LLC. A
copy of the Agency Agreement is attached as Exhibit 10.2 and incorporated herein by reference.
The Companys shareholders are cautioned that trading in shares of the Companys common stock
during the pendency of its Chapter 11 bankruptcy proceedings is highly speculative and poses
substantial risks. The Company expects that currently outstanding shares of its common stock will
be cancelled and extinguished upon confirmation of a Chapter 11 plan by the United States
Bankruptcy Court for the Southern District of New York. In this event, the Companys shareholders
will not be entitled to receive or retain any cash, securities or other property on account of
their cancelled shares of common stock. As a result, the Company expects that its currently
outstanding common stock will have no value. Trading prices for the Companys common stock may bear
little or no relationship to the actual recovery, if any, by holders in our Chapter 11 bankruptcy
proceedings. Accordingly, the Company urges extreme caution with respect to existing and future
investments in its common stock.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. | Description | |||
10.1 | Asset Purchase Agreement, dated June 30, 2011, by and among Borders
Group, Inc. and Borders, Inc., as sellers, and BB Brands, LLC (the
APA). |
|||
10.2 | Agency Agreement, dated as of June 30, 2011, by and between Borders
Group, Inc. and its affiliated companies set forth therein and Hilco
Merchant Resources, LLC, Gordon Brothers Retail Partners, LLC, SB
Capital Group, LLC, Tiger Capital Group, LLC and Great American
Group, LLC. |
|||
99.1 | Press release issued by Borders Group, Inc. on June 30, 2011 relating
to, among other things, the signing of the APA. |
Table of Contents
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: July 5, 2011 | BORDERS GROUP, INC. | |||||
By: | /s/ Scott Henry
|
|||||
Executive Vice President and Chief
Financial Officer (Principal Financial and Accounting Officer) |
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |||
10.1 | Asset Purchase Agreement, dated June 30, 2011, by and among Borders
Group, Inc. and Borders, Inc., as sellers, and BB Brands, LLC (the
APA). |
|||
10.2 | Agency Agreement, dated as of June 30, 2011, by and between Borders
Group, Inc. and its affiliated companies set forth therein and Hilco
Merchant Resources, LLC, Gordon Brothers Retail Partners, LLC, SB
Capital Group, LLC, Tiger Capital Group, LLC and Great American
Group, LLC. |
|||
99.1 | Press release issued by Borders Group, Inc. on June 30, 2011 relating
to, among other things, the signing of the APA. |