BORDERS GROUP INC
8-K, 2000-03-03
MISCELLANEOUS SHOPPING GOODS STORES
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[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE

Contact:
Investor Relations Inquiries                        Media Inquiries
Bruce Quinnell                                      Joele Frank/Patricia Sturms
Vice Chairman                                       J. Frank and Associates
(734) 477-4214                                      (212) 355-4449, ext. 107/122

                   BORDERS GROUP TO EXPLORE STRATEGIC OPTIONS

                              Retains Merrill Lynch

     ANN ARBOR,  MI, (March 3, 2000) - Borders  Group,  Inc.  (NYSE:  BGP) today
announced  that its Board of Directors  has  determined to explore the strategic
alternatives  that may be  available to the company and that it has retained the
investment banking firm of Merrill Lynch & Co., Inc. to assist in that effort.

     Borders stated that the Board's decision to explore strategic  alternatives
is driven by the fact that it  believes  that  Borders'  stock is  significantly
undervalued in the market.

     Gregory P.  Josefowicz,  president and chief  executive  officer of Borders
Group,  said, "The Board intends to explore all  alternatives for the purpose of
creating shareholder value. These could include a recapitalization,  a leveraged
buyout, or a business combination with another company.

     "We have an outstanding track record of growth and innovation.  We're proud
of the many  contributions  our  employees  have  made to our  success  and,  as
security  holders  themselves,  their  interests  are aligned  with those of our
shareholders," Josefowicz continued.

     Borders  said that  there can be no  assurance  that any  transaction  will
occur.

     As  previously  announced,  the company will report 1999 results  after the
market closes on Monday, March 6, 2000.

     "We expect to report  results  for 1999 in line with  previous  disclosures
along  with  greater  detail  about  the  results  of each  of our  businesses,"
Josefowicz added. -more-

<PAGE>



                                      -2-

     Borders Group,  Inc.  (NYSE:  BGP), is a leading global  retailer of books,
music,  video and other information and  entertainment  items with stores in the
United  States,   United  Kingdom,   Australia,   New  Zealand,  and  Singapore.
Headquartered in Ann Arbor, Mich., Borders Group, Inc., is the parent company of
Borders,  Inc.,  which  operates  over 290 Borders Books and Music stores in the
United  States and the U.S.  territory of Puerto Rico,  offering  what is widely
regarded as the broadest  selection of books and multi-media titles available to
consumers anywhere. It is also the parent of Borders.com, an electronic commerce
site that has access to nearly 700,000  titles and over 10 million books,  music
and  video   items  in  stock  and  ready   for   immediate   shipping   from  a
state-of-the-art  fulfillment and distribution  center.  With cafe operations in
nearly  all of its  stores,  Borders,  Inc.,  is  one  of the  nation's  largest
specialty coffee retailers.  Through Borders (UK) Limited,  Borders Group, Inc.,
also  operates  26 Books etc.  and six Borders  stores in the U.K. In  addition,
Borders Group, Inc., owns Walden Book Company, Inc., which has approximately 900
Waldenbooks  stores in malls,  shopping centers and airports across the country.
Borders  Group,  Inc.,  trades on the New York Stock  Exchange  under the symbol
"BGP." To learn more about the  company,  visit  http://www.bordersgroupinc.com.
For information on Borders stores, visit  http://www.bordersstores.com.  For the
ultimate   online   book,   music  and  video   shopping   experience,   explore
http://www.borders.com.

     This release contains forward-looking  statements within the meaning of the
Private  Securities  Litigation  Reform  Act of  1995.  One can  identify  these
forward-looking  statements  by the use of  words  such as  "expects,"  "plans,"
"will," "estimates," "believes," "forecasts," "guidance," "intends," "projects,"
"initiatives,"  "goals,"  and  other  words  of  similar  meaning.  One can also
identify  them by the fact that they do not relate  strictly  to  historical  or
current  facts.  These  statements  are likely to address the  Company's  growth
strategy,   financial  performance  (including  sales  and  earnings  guidance),
strategic  alternatives,  marketing and  expansion  plans or  expectations,  the
impact of growth  initiatives,  Y2K compliance and similar matters.  The Company
has  identified  certain risk factors which could cause actual results and plans
to differ  substantially from those included in the forward-looking  statements.
These factors are  discussed in Exhibit 99.1 to the  Company's  Form 10-K Report
for the fiscal year ended January 24, 1999, and that  discussion  regarding risk
factors is incorporated herein by reference.  The Company does not undertake any
obligation to update forward-looking statements.

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