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(Name of Registrant as Specified In Its Charter)
Pershing Square, L.P.
Pershing Square II, L.P.
Pershing Square International, Ltd.
Pershing Square IV Trade-Co, L.P.
Pershing Square IV-I Trade-Co, L.P.
Pershing Square International IV Trade-Co, Ltd.
Pershing Square International IV-I Trade-Co, Ltd.
William A. Ackman
Michael L. Ashner
James L. Donald
Ronald J. Gilson
Richard W. Vague
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FOR IMMEDIATE RELEASE
Pershing Square Capital Management Nominates Five Candidates
for Election as Directors at Targets 2009 Annual Meeting of Shareholders
New York, March 17, 2009 Pershing Square Capital Management, L.P. announced today that it
notified Target Corporation (NYSE: TGT) that certain of its affiliates intend to nominate five
candidates for election to the companys board of directors at its upcoming 2009 Annual Meeting of
Shareholders. Pershing Square is Targets third largest investor, with beneficial ownership of
approximately 7.8% of its outstanding common stock, through shares and options.
Pershing Squares alternative slate of directors include highly qualified nominees with extensive
experience in key areas of Targets business, including retail, credit cards and real estate. In
contrast to Pershing Squares nominees, none of the incumbent non-executive directors of Target has
comparable executive experience in the companys main lines of business.
Regarding the merits of Pershing Squares alternative slate, Bill Ackman of Pershing Square
commented that, we believe that our nominees will bring insight, accountability and fresh and
relevant perspectives to the Target board. If elected, we believe they will substantially improve
Targets ability to navigate through the current economic environment while increasing shareholder
value over the long-term. If elected, Pershing Squares nominees will hold five of the thirteen
seats on Targets board.
Pershing Square had previously disclosed that it was engaged in discussions with Target regarding
the consideration by the company of candidates identified by Pershing Square as potential board
members. More recently, Pershing Square was informed by the company that its board had declined to
extend an invitation to those candidates to join the board.
In addition to Mr. Ackman, Pershing Squares nominees include Michael L. Ashner, Chairman and Chief
Executive Officer of Winthrop Realty Trust, Jim Donald, the former Chief Executive Officer of
Starbucks Corporation, Professor Ronald J. Gilson, a professor at Stanford Law School and Columbia
Law School and a leading scholar in the law of corporate acquisitions, finance and governance, and
Richard W. Vague, the former Chief Executive Officer of First USA, Juniper Financial and Barclays
Pershing Square has had no previous business relationships with these nominees. Our nominees are
well qualified, highly experienced and are committed to working as independent fiduciaries to
maximize Targets value. Each nominees accomplishments and reputation speak for itself. Their
collective expertise is directly relevant to the businesses that will help Target build long term
value, Mr. Ackman added.
Pershing Square expects to file a preliminary proxy statement with the SEC in the coming weeks and,
upon clearance by the SEC, distribute definitive copies of the proxy statement and proxy cards to
shareholders of Target.
Biographies of Pershing Squares Nominees:
Biographies of Shareholder Nominees
William A. Ackman
Bill Ackman is the founder and managing member of the general partner of Pershing Square
Capital Management, L.P., an investment adviser founded in 2003 and registered with the Securities
and Exchange Commission. Pershing Square is a concentrated research-intensive fundamental value
investor in long and occasionally short investments in the public markets, typically focusing on
large-cap and mid-cap companies.
Bill, through Pershing Square, has a consistent track record of identifying opportunities and
working with companies to implement strategies that create value for shareholders. Pershing Square
has played a significant role in creating shareholder value at such companies like Plains
Resources, Sears Roebuck & Company, Wendys International, McDonalds, Sears Canada, Ceridian
Corporation, and most recently Longs Drugs.
Bill is a member of the Board of Deans Advisors of Harvard Business School and a Trustee of
the Pershing Square Foundation which has funded grants in areas including inner city education,
global health care delivery, poverty, human rights, venture philanthropy, urban planning and
beautification, and the arts,
Bill received an MBA from Harvard Business School and a Bachelor of Arts magna cum laude from
Michael L. Ashner
Michael Ashner is a senior executive in the real estate investment and management businesses.
He is currently the Chairman and Chief Executive Officer of Winthrop Realty Trust, a NYSE-listed
REIT. Through Winthrop Realty Partners, L.P., a property management firm of which he has served as
a senior executive since 1997 and currently serves as Chairman and CEO, Michael oversees the
property management of more than 20,000,000 square feet of occupied commercial real estate,
including over 11,000,000 square feet owned by him and his affiliates.
Since 1991, Michael and his team have acquired and/or managed well over $12 billion of real
estate properties in 45 states, including more than 85,000 apartment units, 50 million square feet
of office, retail and industrial space and 10,000 hotel rooms. Michael and his team have managed
over 500 partnerships, at least 40 of which were public companies with over 100,000 investors,
including five separate publicly-traded REITs.
Previously, Michael served as Executive Chairman of Lexington Realty Trust, a NYSE-listed
REIT, and Chairman and CEO of Shelbourne Properties family of REITs. In addition, since 1981,
Michael has been the President and principal shareholder of Exeter Capital Corporation, a real
estate investment banking firm.
In the course of his distinguished career, Michael has served on the boards of a number of
public companies. Currently, he sits on the board of Winthrop Realty Trust and NBTY, Inc., a
manufacturer and distributor of nutritional supplements. In the past, he served on the boards of
Great Bay Hotel and Casino, Inc. (a hotel and gaming company), Interstate Hotel Corporation (a
hotel management company), Nexthealth, Inc. (a publicly traded resort company), Burnham Pacific
Properties, Inc. (a publicly traded REIT), Shelbourne Properties I, Inc., Shelbourne Properties II,
Inc., Shelbourne Properties III, Inc. and Sizeler Property Investors, Inc. (a REIT which primarily
invests in income producing shopping and apartment communities in the southeastern U.S.).
Michael has an A.B. in Philosophy and Government from Cornell University and a J.D. from the
University of Miami School of Law.
James L. Donald
Jim Donald is a private investor and a seasoned senior executive in the retail industry. Most
recently, Jim led Starbucks Corporation and currently serves as a member of the Board of Directors
of Barry Callebaut AG, a leading global manufacturer of high-quality cocoa and chocolate. Jim also
currently serves as a member of Rite Aids Board of Directors, a position that he will resign if
elected to Targets Board of Directors. He is well known throughout the business community as an
energetic, hands-on manager who believes that human connections drive success.
Jim joined Starbucks in October 2002 as president of its North American operations and served
as Chief Executive Officer of the overall company from 2005 to 2008. During Jims time at
Starbucks, the company experienced strong growth and performance driven by a connection between
consumers and the Starbucks brand. Under Jims leadership, Starbucks also exhibited a strong
commitment to corporate social responsibility.
Jims experience in consumer-oriented businesses began when he was 16, as a trainee at a
Publix supermarket. He joined Albertsons in 1976, quickly rose through the ranks and eventually
headed Albertsons operations in Phoenix.
Following his experience at Albertsons, Jim was handpicked by Sam Walton in 1991 to help lead
Wal-Marts key development and expansion of the Wal-Mart Super Center, supervising all
merchandising, distribution and store design.
After his highly successful tenure at Wal-Mart, Jim served as President and Manager of Safeway
Inc.s 130-store Eastern Division from 1994 to 1996 and as President and Chief Executive Officer of
Pathmark Stores, Inc. from 1996 until joining Starbucks.
In addition to his hands-on management experience, Jim has served on a number of corporate
boards over the course of his career, including Rite Aid Corp., Barry Callebaut AG, Nash Finch Co.
and Plainbridge LLC.
Jim earned his Bachelors Degree in Business Administration from Century University while
working full-time at Albertsons. He begins as an executive in residence at the University of
Washingtons Bothell campus in the Spring of 2009.
Ronald J. Gilson
Ron Gilson is a world renowned expert in the field of corporate governance, corporate law
and corporate acquisitions. One of the countrys most influential scholars in these fields, Ron is
the Charles J. Meyers Professor of Law and Business at Stanford Law School and the Marc and Eva
Stern Professor of Law and Business at Columbia University School of Law.
Ron is one of the most innovative, prolific and accomplished scholars in the field of
corporate law today. He is the author of major casebooks on corporate law and the law and finance
of acquisitions, and has published more than 70 articles in law and economics journals. He has
written widely on U.S. and comparative corporate governance and on venture capital and was selected
to be among a distinguished group of reporters on the American Law Institutes Corporate
Among his notable appointments, Ron is a fellow of the American Academy of Arts and Sciences
and the European Corporate Governance Institute. His service as a thought leader on the subject of
U. S. and comparative corporate governance internationally includes current positions as a member
of the Academic Advisory Board of the Institute for Law and Finance, Johann Wolfgang
Goethe-Universität, Frankfurt, Germany, and the U.S. director of the annual Transatlantic Corporate
Governance Dialogue organized by the European Corporate Governance Institute, the Brookings
Institution and Columbia University School of Law. He has previously served, among other
appointments, as a member of the Board of Directors of the American Law and Economics Association,
a member of the Scientific Committee of the European Corporate Governance Network at the European
Science Foundation, a member of the California State Senate Commission on Corporate Governance,
Shareholder Rights, and Securities Transactions.
Ron also serves as the independent Chairman of the Boards of Directors for American Century
Mountain View Mutual Funds, which manage over $20 billion in assets.
Ron was an experienced practitioner of corporate and securities law before entering academia.
He was a partner at a San Francisco corporate law firm and clerked for Chief Judge David L. Bazelon
of the U.S. Court of Appeals for the District of Columbia Circuit.
Ron has an A.B. from Washington University and a J.D. from Yale Law School.
Richard W. Vague
Richard Vague is a long-time executive in the financial services industry, with over 30 years
of experience in business-to-business and business-to-consumer marketing. He is the co-founder and
currently serves as the Chief Executive Officer of Energy Plus Holdings LLC, a Philadelphia-based,
progressive, independent energy service company that seeks to supply electricity to homes and small
businesses with low cost and innovative services.
Prior to entering the energy services business in 2007, Richard had a distinguished career in
the financial service industry, with a focus on consumer credit cards and payment processing, where
he earned a reputation as a shrewd competitor, talented executive and an innovator.
Richard served as Chairman and Chief Executive Officer of First USA, a company that he
co-founded in 1984, which grew from a start-up to the single largest Visa issuer in the United
States, and which was sold to Bank One in 1997. Richard also served as Chairman of Paymentech, the
merchant processing subsidiary of First USA. Under his leadership, First USA grew from $200
million in loans and 250 employees to $70 billion in loans and 22,000 employees, and transformed
the industry with its cutting-edge marketing techniques and strong profit growth.
Richard also served as the Chief Executive Officer of Juniper Financial, a direct consumer
credit card bank that he co-founded in 2000, which grew to over 4 million customers, $4 billion in
loans and over 1,500 employees. By 2005, Juniper was the fastest growing major credit card issuer
in the United States. Juniper was sold to Barclays in 2004 and Richard continued his career as the
Chief Executive Officer of Barclays Bank Delaware until 2007, helping to make Barclays Bank one of
the top 10 credit card issuers in the United States.
In addition to his success as an executive, Richard served as a director of Heartland Payment
Systems, a provider of bank card payment processing services to merchants, and of Agora Marketing
and the University of Pennsylvania Press.
On top of his professional service, Richard is a member of the Deans Advisory Council, Tisch
School, New York University, and serves on the Foreign Policy Advisory Board, New America
Foundation and the U.S. State Department Advisory Committee on International Economic Policy.
Richard is also a director of the Philadelphia Live Arts and Fringe Festival.
Richard received a B.S. in communication from the University of Texas at Austin.
About Pershing Square Capital Management, L.P.
Pershing Square Capital Management, L.P., based in New York City, is a SEC registered
investment advisor to private investment funds. Pershing Square manages funds that are in the
business of trading buying and selling securities and other financial instruments. Funds
managed by Pershing Square have long positions in stock, options and other financial instruments
tied to the performance of Target Corporations stock. Pershing Square has and in the future may
increase, decrease, dispose of, or change the form of its investment in Target Corporation for any
or no reason.
In connection with Targets 2009 Annual Meeting of Shareholders, certain affiliated funds of
Pershing Square Capital Management, L.P. expect to file a proxy statement and other materials with
the Securities and Exchange Commission (the SEC). SHAREHOLDERS OF TARGET ARE URGED TO READ THE
PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. The proxy statement and other documents relating to the
solicitation of proxies by affiliates of Pershing Square will be available at no charge on the SECs website
at http://www.sec.gov. In addition, Pershing Square will provide copies of the proxy statement and
other relevant documents without charge upon request. Request for copies shall be directed to the
proxy solicitor of Pershing Square, D. F. King & Co., Inc. at 1-800-290-6427.
affiliated funds of Pershing Square and certain of their members and
employees and Michael L. Ashner, James L. Donald, Ronald J. Gilson and Richard W. Vague
(collectively, the Participants) are deemed to be participants in the solicitation of proxies
with respect to Pershing Squares nominees. Information regarding the Participants will be
available in the proxy statement when it is filed with the SEC.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements contained in this press
release that are not clearly historical in nature or that necessarily depend on future events are
forward-looking, and the words anticipate, believe, expect, estimate, plan, and similar
expressions are generally intended to identify forward-looking statements. These statements are
based on current expectations of Pershing Square Capital Management, L.P. and its affiliates and
currently available information. They are not guarantees of future performance, involve certain
risks and uncertainties that are difficult to predict and are based upon assumptions as to future
events that may not prove to be accurate. Pershing Square does not assume any obligation to update
any forward-looking statements contained in this press release.