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): July 29, 2011
BORDERS GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Michigan (State or Other Jurisdiction of Incorporation) |
1-13740 (Commission File Number) |
38-3294588 (IRS Employer Identification 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) 477-1100
(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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 29, 2011, the employment with Borders Group, Inc. (the Company) and its subsidiaries
of Michael J. Edwards, President of the Company, and Scott D. Henry, Executive Vice President and
Chief Financial Officer of the Company, terminated.
Effective July 29, 2011, Holly Felder Etlin, the Companys Senior Vice President -
Restructuring, was appointed as President of the Company, and Glen Tomaszewski, the Companys Vice
President, Chief Accounting Officer and Controller, was appointed as Treasurer of the Company.
Ms. Etlin, age 54, has served as the Companys Senior Vice President Restructuring since
February 2011. Ms. Etlin is a Managing Director of AlixPartners, a global business advisory firm
that provides financial restructuring, bankruptcy reorganization and other advisory services.
AlixPartners has been engaged since February 2011 to provide financial restructuring and bankruptcy
reorganization advisory services to the Company and its subsidiaries.
Mr. Tomaszewski, age 41, has served as Vice President, Chief Accounting Officer and Controller
of the Company since October 2010 and has held various positions within the Companys financial
reporting function since January 1998.
Item 8.01 | Other Events. |
As previously disclosed, on February 16, 2011, 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 July 13, 2011, the Company 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 included as
Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on July 20, 2011 and is incorporated herein by reference.
The Agency Agreement provides for the sale in liquidation of the inventory, fixtures and other
assets of all or substantially all of the Companys retail book stores as well as certain other
assets of the Company and its subsidiaries. On July 21, 2011, the Bankruptcy Court approved the
Agency Agreement and authorized the Company to commence its sale in liquidation pursuant to the
Agency Agreement.
The Company has received an initial payment pursuant to the Agency Agreement that the Company
has used to repay in full all outstanding obligations under the Senior Secured, Super-Priority
Debtor-in-Possession Credit Agreement dated as of February 16, 2011, as amended, among the Company,
Borders, Inc. and certain other subsidiaries of the Company, each as a debtor-in-possession,
General Electric Capital Corporation, in its individual capacity and as Working Capital Agent, GA
Capital LLC, as Term B Agent, and each lender party thereto.
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 is currently in the process of liquidation and expects that all
outstanding shares of its common stock will be cancelled and extinguished upon confirmation of a
Chapter 11 liquidation plan by the Bankruptcy Court. In this event, the Companys shareholders
will not receive or retain any cash, securities or other property on account of their cancelled
shares of common stock. As a result, the Company believes that shares of its currently outstanding
common stock have no value.Trading
2
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.
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: August 4, 2011 | BORDERS GROUP, INC. |
|||
By: | /s/ Glen Tomaszewski | |||
Glen Tomaszewski | ||||
Vice President, Chief Accounting Officer, Controller and Treasurer (Principal Financial Officer) | ||||
4