Here are the details of Richard Mcguire’s addition to the Board of Directors of Borders (BGP)
From the SEC filing:
“On January 17, 2008, the Issuer and Richard T. Mcguire, III, a partner of
Pershing Square, entered into the January 17, 2008 Letter Agreement, in
connection with the appointment of Mr. Mcguire to the Board. The January 17,
2008 Letter Agreement provides that it is intended solely for the benefit of the
Issuer and contains a series of undertakings by Mr. Mcguire, Pershing Square,
and the investment funds that Pershing Square advises, including the Pershing
Square Funds, which will be effective while Mr. Mcguire is a director of the
Issuer.
The January 17, 2008 Letter Agreement contains undertakings, including,
among other things, that relate to certain confidentiality and regulatory
issues. The January 17, 2008 Letter Agreement also provides that while Mr.
Mcguire serves on the Board, and for two weeks after notice of his resignation,
Pershing Square and any of the investment funds Pershing Square advises will not
cross the 20% beneficial ownership threshold with respect to the Common Stock,
unless two weeks’ prior notice is given to the Issuer of Pershing Square’s
intent to do so, and if Pershing Square and the investment funds Pershing Square
advises dispose of their interests in the Common Stock such that they cease to
own at least five percent of the Common Stock, Mr. Mcguire will offer his
resignation to the Board.
This summary of the January 17, 2008 Letter Agreement
is qualified in its entirety by reference to the January 17, 2008 Letter
Agreement, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.”
As of January 17, 2008, Pershing had direct ownewrship of 10,597,880 shares of Common Stock (approximately 18.0% of the outstanding shares) and total economic exposure on 15,403,343 shares (approximately 26.2% of the outstanding shares).
Disclosure (“none” means no position): None
