2008 Borders Group, Inc by ydr16659

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									                                                                           UNITED     STATES
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                         WASHINGTON D.C 20549-3010

         DIVISION    OF
CORPORATION          FINANCE




                                                                                               March 112008




Thomas               Carney
Sr Vice        President         and General Counsel

Borders Group Inc

100 Phoenix Drive

Ann Arbor MI                48108



Re           Borders Group Inc

             Incoming           letter   dated    January     18    2008



Dear       Mr       Carney

                                                                                                                       the
             This     is   in   response    to    your    letter   dated   January 18 2008 concerning
shareholder           proposal      submitted           to Borders    by William           Steiner    Our   response     is   attached

to   the   enclosed        photocopy of your correspondence                         By     doing this    we   avoid     having    to


recite     or summarize            the facts      set    forth in the correspondence                 Copies of   all   of the

                            also    will be provided          to   the proponent
correspondence


                                                                                           directed to   the enclosure          which
              In connection          with    this   matter your attention             is


                                                 of the Divisions          informal                      regarding     shareholder
sets   forth         brief discussion                                                  procedures

proposals


                                                                                                Sincerely




                                                                                                Jonathan         Ingram

                                                                                                Deputy      Chief Counsel



Enclosures



cc            John Chevedden


                           *** FISMA & OMB Memorandum M-07-16 ***
                                                                                     March 112008




               of the   Office    of Chief    Counsel
Response
Division      of Corporation       Finance



Re         Borders Group Inc

           Incoming     letter   dated    January 18 2008


           The              asks    the board to   amend         the bylaws       and any other appropriate
                 proposal
                                                                                  on the shareholder            to   call
governing      documents     in order that     there   is   no   restriction                            right


                        compared     to   the standard      allowed by applicable law on calling                 special
special meeting

meeting


                                                                                   Borders          exclude    the
           There appears     to    be some basis    for     your view      that               may
                                                                   we                recommend      enforcement
proposal      under rule    4a-   8i1         Accordingly               will not

action   to   the   Commission      if   Borders omits the proposal            from    its   proxy materials    in


reliance on rule        14a-8i10

                                                                                     Sincerely




                                                                                     Heather        Maples

                                                                                     Special    Counsel
Borders Group                       Inc
100    Phoenix           Drive

Ann    Arbor MI                48108

                                                                                                                          fl
     734-477-1977
     734-477-1370
www.tcarney@bordersgroupinc.com                                                                                     PM           33
                                                                                                                                                                    GToup
                                                                                                              Uii

January 18 2008




Via Federal                    Express
Securities               and Exchange                        Commission

Division            of    Corporate                Finance

Office of Chief Counsel

100          Street             N.E
Washington                      DC         20549


               Re          Shareholder                        Proposal            Submitted               to Borders            Group             Inc      by William Steiner


Ladies         and Gentlemen


                                                             Company               submits                                Inc pursuant               to       Rule 14a-8j under the
Borders             Group Inc the                                                                    this    letter

Securities                Exchange                Act of 1934                   as amended             the Exchange                     Act         with           respect        to             proposal

submitted                 by        Mr      William           Steiner           the    2008 Proposal                       for    inclusion              in     the       Companys                     proxy

materials                for    its       2008      Annual           Meeting           of Shareholders                           copy       of the         2008           Proposal               and the

related supporting                              statement           are     attached          hereto         as Appendix                    The Company                         believes               that   it




             omit         the                                 from                            materials         pursuant               to    Rule             14a-8i10                      under         the
may                                      Proposal                         its    proxy
                         Act         because                 has substantially                implemented                 the    Proposal
Exchange                                                it




In     accordance                    with        Rule 14a-8j under the                          Exchange             Act        the    Company                 hereby gives                      notice       of


its    intention               to    omit the           2008         Proposal          and supporting                 statement             from the                Proxy        Materials               and

hereby          respectfully                     requests           that the       staff      of the        Division       of Corporation                     Finance            indicate              that    it




will    not         recommend                      enforcement                   action    to       the     Commission                 if   the     Company                  omits           the       2008

                     and supporting                          statement           from     its                materials           This       letter        five        additional             complete
Proposal                                                                                        proxy

copies         of        which are attached                         hereto contains                  the     Companys                 statement            of       why    it    believes              that    it




may       exclude               the        2008         Proposal                  copy     of this         letter    is   also        being        sent        to    Mr     Steiner              to    notify

him     that        the        Company                  intends        to       omit the      2008          Proposal        from the              Companys                 proxy statement
for    its   2008 annual meeting


The 2008 Proposal                                 which        is   entitled       Special Shareholder                         Meetings             states            as follows



             RESOLVED                           Special            Shareholder            Meetings             Shareholders                 ask      our           board to amend

             our         bylaws and any                       other       appropriate           governing             documents               in    order that             there            is   no

             restriction                  on      the        shareholder                        to     call          special           meeting                compared                 to        the
                                                                                      right

             standard                    allowed        by applicable law on                       calling       special         meeting


                           background                        the    shareholders                of the       Company             approved                 at        the   Companys                      2007
By way              of

Annual              Meeting                of     Shareholders                        similar        proposal         by        Mr     Steiner            relating          to    the            ability      of

shareholders                        to    call      special          meeting          the 2007 Proposal                           In    January               of    2008        consistent               with

the     2007 Proposal                            the    Board        of     Directors         of     the    Company adopted                        the    following              amendment                    to


Article        II    of    the           Amended             and Restated By-Laws                           of the    Company




 Borders Inc and                         Walden    Book       Company            Inc are subsidiaries           of    Borders         Group Inc
Securities         and Exchange                     Commission

January          18 2008
Page




           SECTION                      Special            Meetings                 Unless otherwise                             prescribed                 by law or by the                         Articles


           of     Incorporation                 Special            Meetings                 of        Stockholders                          for       any purpose or purposes
                                                                              Executive               Officer               or        by    the        Board of Directors acting
           may be            called          by the          Chief
                                                                                                                            of the          entire          Board            of    Directors                   and
           pursuant           to         resolution               adopted             by             majority
                                                                                                                                                                                        least
           shall       be    called          by the         Secretary                upon            the        request               9f the          holders           of        at                 twenty-

                                                                                                                                                                   and                                         vote
           five    percent           25%             of    the     shares             of    the       Corporation                      outstanding                                entitled           to

                                                                                                                                  of the          shareholders                         shall    set forth
           at    the    meeting              Any       request               for      special meeting

                                               of    the                                                   to     be brought                     before        the       meeting                    and any
                       statement                             specific               proposal
                                                             matter                  be acted                               of              of the          stockholders                   requesting
           material          interest          in    the                       to                           upon                  any
                                               the         name and address                                of    the        stockholders                      who            is    requesting                   the
           the     meeting
                                                                                                                the                                         stock        which             are           owned
           meeting            and                   the     number of shares                           of                  Corporations
                                                                                                                the meeting                                                                          is    not
           by each           such shareholder                           If
                                                                          any of the stockholders requesting
                                                                                                                                                                                                                 the
                                   holder              such            stockholders     must submit to      the   Secretary                                                                           of
           registered
                                               the         time         of     submission                       of         the        request                  written                  statement                     or
           Corporation                  at

                                   from        the         record        holder            of    the       shares                verifying            that    such           stockholders                             is
           statements
                                                                                                                      notice                                        Meeting                                      the
           the     holder          of   the         applicable               shares             Written                                of         Special                                  stating

                                                                                                      and      which the
           place            date        and     time         of    the            purpose or purposes for
                                                                               meeting                            the

                                                                        not less than 10 days nor more     than 60 days
                                   called       shall be shall be given
           meeting           is

                                                                                               to vote at such  meeting
           before           the    date        of the meeting to each   stockholder   entitled


           Emphasis added

                                                           the         exclusion                of          shareholder proposal                                   from                   companys                         proxy
Rule         14a-8i10                   permits
                                                                                                                                                        the                                     In    applying                  this
materials           if      the    company                 has already                substantially                implemented                                     proposal
                                                                                                     the                 need                           not        be                      effected                    by        the
standard               the        Commission                  has            indicated                          proposal                                                     fully


                       so long as              it    has been                 substantially                     implemented                            Release               No          34-20091                     August
registrant
                                                                                                                                                       of      shareholder proposal                                     when
 16 1983               Accordingly                  Rule      14a-8i10                          permits               the    exclusion

                                                                   the        essential               objective                  of   the        proposal               even            where             there            is    not
      registrant            has implemented
                                                                             the      actions                                              the        shareholder                      proponent                  and            the
exact           correspondence                       between                                               sought                 by

 registrants             actions             See      AMR Corporation                                April        17        2000

                                                                                                                       does           not                                                           of     outstanding
The 2008               Proposal           is   somewhat                  unclear                in   that        it                          specify               percentage

                 that         shareholder                   must own                  in    order           to        request                    special           meeting                 Rather                it    merely
 shares

                   an amendment                       to     the       by-laws             pursuant                   to    which there would                           be        no       restriction                  on the
 requests
 shareholder                right to         call          special            meeting                compared                    to the       standard             allowed                by applicable law
                                                                                                                                                                                                                                 the
 on    calling              special       meeting                  The Company                         is       incorporated                     in    Michigan and Section                                    403         of


                    Business Corporation                               Act         M.C.L.A                 450.1403                    provides             that    special                meetings                   may be
 Michigan
                                                            as                                                                                                           not           clear from the                        2008
 called         by the shareholders                                    provided             in       the        bylaws Therefore                              it   is


                                                                                     of    outstanding                      shares should                     be required                      to    have the                   right
 Proposal          what           percentage                ownership
 to   call        meeting


                                             statement                 submitted                in     support               of       the        2008         Proposal                  refers            to     the         2007
 It   is   significant             the

                       and         states           that     Boards                 should            take            actions              recommended                        in        proposals                     that       are
 Proposal
                             shareholders The 2007                                   Proposal               was more                   specific             and provided                       as follows
 approved              by


                                                                             ask                board            of        directors             to    amend            our            bylaws            to     give
             RESOLVED                    shareholders                                our

             holders          of   at    least        10%         to    25%          of    the        outstanding                     common                stock       the            power          to       call



             special shareholder                           meeting




  J\BGI\TDC\PROXY\PROXY..08\SEC_SteifleLPIOP.d0C
Securities     and Exchange               Commission

January       18 2008
Page



                                                                                                          the Board of
The amendment                  to   the   Amended          and Restated By-laws that has been adopted by
                                                                                      the  statement    support of the
                                                  to    the 2007  Proposal   to which                in
Directors       responds             directly
                                                                            essential                     of   the    2008    Proposal      which           is   to
                                                                     the                    objective
Proposal       refers and has implemented
                                                                                                                                  meeting        For    these
              and opportunity              for    shareholders             of   the   Company        to   call       special
provide
                                                                          implemented        the   2008    Proposal
reasons        the   Company has                 substantially



                                                               is   the    Companys          position      that      the   2008     Proposal       may be
On     the    basis       of   the    foregoing          it



                                                                                                                                          to     Rule       14a-
                                                               materials        for   the   2008 Annual Meeting              pursuant
omitted       from     Companys
                     the                          proxy
                                                                                                   the    concurrence          of   the   staff        of    the
8i10             Borders Group                    Inc         respectfully        requests

Commission           in    this     position


                                                                                                     contact      the      undersigned      at    734-477-
If
   you have any questions   concerning this matter please
 1977 or via email at tcarneybordersrouPinC corn



Sin9e1ely




 Thomas              Carney
 Sr    Vice    President            and General         Counsel



 TDCkk
 Enclosures



 cc     John Chevedden




     J\BGl\TDc\PROXY\PROXY_O8\SEC_Ste1fleiYb0P0c
                                                                                                                                                                                                      uu2
11/28/2007         1023          FAX
                                   **            *** FISMA & OMB Memorandum M-07-16 ***

                                                                                          APPENDIX

                                                                      Rule 14a-8                Proposal            November              27    20071
                                                        l3GP
                                                                                                                               Meetings
                                                                                 Special Shareholder
                                                                                                                                                                  amend        our bylaws
                                                                                                         Shareholders             ask our board            to

        RESOI             VED       Special            Shareholder               Meetings
                                                                                                                                                     no   restriction          on the
                                                                                                                  order that there              is
                                                                                    documents               in
        and any other appropriate                             governing                                                                                                                          law
                                                                                                                         to    the standard          allowed       by applicable
         shareholder                       to    call         special        meeting compared
                                  right

         on    calling            special meeting

                                                                                                                                                                              take   actions
                                                                                                            annual            meeting       Boards           should
                                                our 68%-suport                      at    our 2007
         This           topic received                                                                                                                            for    and against
                                                                                              that receive               majority         of votes        cast

         recommended in shareowner proposals
                                  of Institutional                                              Investors
         according to The Council


                                                                                                                                                                               offcr      that    can
                                                                                                                                                            takeover
                                                                              to    vote       on important                   matters such as
                                                         investors
         Special           meetings allow                                                                                                                           management                 may
                                                                                                             cannot            call    special meetings
                                        annual         meetings             If shareholders
         arise          between
                                                                                              may    suffer
         become             insulated and investor returnS

                                                                                                                                                                          matter          is
                                                                                              call                       meeting when                they think
         Shareholders                   should     have the               ability        to               special
                                                                                                                                                                                                 is
                                                                                                                                      Shareholder         control        over    timing
                                                             merit                                   consideratiofl
                                                        to                 expeditious
             sufficiently          important                                                                                                         when        events       unfold       quickly
                                                                       restructuring
                                 important        major acquisition or
                                                   regarding
             especially
                                                  the next annual meeting
             and        issues may become moot by

                                                                                                                                                                    The proxy              voting
                                                                              shareholder                 right
                                                                                                                    to    call         special nieeting
                              and Vanguard               support
             Fidelity
                                                                                                                                          the   New        York City Employees
                                                                                      pension funds including
             guidelines of              many      public           employee                                                                                               The    Corporate
                                                                                                       ratings services                                    such     as
                                                   also favor this                  right  Governance
             Retirement            System                                                                                                                         into    account          when
                                                                                 International               take special meeting                     rights
                            and Governance                        Metrics
             Library
                                                   ratings
             assigning           company
                                                                                                                                                                    to    be able         to   call
                                                       M-07-16 *** important
                           *** FISMA & OMB Memorandum ***
                                                      said                                                           Ior       Borders shareholders
                            *
              William Steiner
                                                               is                        it
                                                                                                                                                                                     of
                                                                                                                                            consent         or the right
                                                    have the                                                 to   act         by written
                            meeting since we do not
                                                                                                    right
              special

              cumulative            voting

                                                                                                                                                 in                      to    our 68%-supOlt
                                                                                                                    to    this    proposal            response
              Please encourage                  our      board        to    respond positively

              at    our 2007        annual         meeting
                                                                                                                               Meetings
                                                                              Special Shareholder
                                                                                         Yes on




               Notes
                                                             *** FISMA & OMB Memorandum M-07-16 ***                                        sponsors         this    proposal
               William           Steiner

                                                                                                                                           or elimination                                               of
                                                                             for publication                      reediting re-formatting
                                                                                                             without
               The        above     format        is    requested
                                                                                                                                 is reached    It is

                                                                    and concluding                   text unless prior agreement
               text       incFuding        beginning                                                                                                                      the definitive
                                                                                                                                                                     in
                                                             that     this    proposal      be proofread before it is published
               respectfully              requested                                                                                       materials
                                                                                    of the submitted   format is replicated in the proxy
                                  ensure        that    the integrity
               proxy        to
                                                                                                         question
               Please advise              if    there        is   any typographical

                                                                                                                                                         In the
                                                                                                                              in favor of the proposal
                                                the                of the proposal                  is part of the argument
                   Pease note           that            title
                                                                                                                                              item is requested                                              .o

                                                                                                     the title of this and
                                                                                                                           each other ballot
                                                  and        to    avoid      confusion
                   interest      of clarity
                                                                           the                  materials
                   he    consistent throughout                      all            proxy
                                                                                                                                                                                       uJ3
il/28/2007     1024       FAX
                            ***                      *** FISMA & OMB Memorandum M-07-16 ***


                                                                                                                      above                                   based          on   the

                                                      to assign                proposal    number represented by
        The company          is    requested                                                                                                                 of          or
                                               which                              arc   submitted The requested designation
                              order in                          proposals
        chronological
                                                                               of auditors           to   be item
                  number          allows       for    ratification
        higher


                              is   believed           to    conform            with Staff Legal Bulletin                    No     14B    CF September                       15
        This     proposal
        2004     including                                                                                                                 for   companies              to
                                                                                                would       not be appropriate
                             going forward                      we   believe       that    it

        Accordingly
                                                                                                      entire                  in    reliance on rule               14a-8i3              in

                                                                                                an               proposal
        exclude        supporting         statement             language and/or

         the   following      circumstances
                                                                                                                         are not       supported
                                                       to       factual        assertions because                they
                 the    company       objects                                                                                                  misleading                          may
                                                                               assertions that             while       not materially false or
                                      objects          to       factual
                 the    company
               be disputed         or countered                                                                                                                                   by
                                                                                                                                                   be    interpreted
                                                                               assertions because                those    assertions      may
                                       objects         to factual
                 the    company                                                                                                  its   directors        or   its   officers
                                     in        manner           that      is   unfavorable           to   the    company
               shareholders

               and/or
                                                                                                                             the                 of the shareholder
                                                                                   because they                 represent           opinion
                                                           to   statements
                  the   company           objcets
                                                                                                                                              specificallY              as   such
                                                                                                                   are not    identified
                                          referenced              source but the statements
                proponent or


             See also     Sun Microsystems                        Inc      July     21 2005
                                                                                                                                                                        the annual
                                                                                                                                   will   be presented             at

                           be held        until      after       the annual         meeting and the proposal
          Stock    will


             meeting

                                                                                                                                    convenient                          fax number
                                                                           promptly by email                    and advise the most
             Please acknowledge                this    proposal                                                                                                     office
                                                                                                                        the Corporate       Secretarys
                                               forward               broker       letter        if   needed       to
             and email address            to

								
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