SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the
Filed by a Party other than the
Check the appropriate box:
for Use of the Commission Only (as permitted by
Material Pursuant to
(Name of Registrant as Specified In
Pershing Square II, L.P.
Pershing Square IV Trade-Co, L.P.
Pershing Square IV-I Trade-Co, L.P.
Pershing Square International, Ltd.
Pershing Square International IV Trade-Co, Ltd.
Pershing Square International IV-I, Ltd.
Pershing Square Capital Management, L.P.
PS Management GP, LLC
Pershing Square GP, LLC
Pershing Square Holdings GP, LLC
William A. Ackman
Michael L. Ashner
James L. Donald
Ronald J. Gilson
Richard W. Vague
Roy J. Katzovicz
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
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|| No fee required.
|| Fee computed on table below per Exchange Act
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RONALD J. GILSON
Charles J. Meyers Professor
of Law and Business
April 21, 2009
Mr. Gregg Steinhafel
Chairman of the Board
Chief Executive Officer and President
Mr. Timothy R. Baer
Executive Vice President
Corporate Secretary and General Counsel
1000 Nicollet Mall
Minneapolis, Minnesota 55403
||Proposal to Use a Universal Proxy at the
2009 Annual Meeting of Shareholders
Dear Messrs. Steinhafel and Baer:
On March 17, 2009, Pershing Square Capital Management, L.P. publicly announced that its
affiliates had delivered a Notice of Nomination to you proposing to nominate five individuals
for election as directors of Target at the companys 2009 Annual Meeting of Shareholders. I
am one of those nominees.
Both Target and Pershing Square have a unique opportunity to make this election historic
from a corporate governance perspective. As you may know, the press has reported that SEC
chair Mary Schapiro has directed the Commissions staff to draft proposals for rules
governing shareholder proxy access by mid-May 2009. I expect those proposed rules will
provide the opportunity for the use of a universal proxy card whereby shareholders can choose
on one proxy card from among the candidates nominated both by the company and by
shareholders. The benefit to shareholders, who may want to choose members from both slates,
would be substantial.
I first wrote about the need to remove the barriers to non-control proxy contests some
19 years ago.1 The occasion then was to recommend a change in the bona fide
||Ronald J. Gilson, Lilli A. Gordon & John Pound,
How the Proxy Rules Discourage Constructive Engagement: Regulatory
Barriers to Electing a Minority of Directors, 17 Journal of Corporate Law
29 (with L. Gordon & J. Pound) (1992).
April 21, 2009
Page 2 of 3
to allow a shareholder running a short slate to include the names of the
companys nominees on the shareholders proxy card. That recommendation was accepted by the
SEC, as I recall at the urging of Mary Schapiro, who was then a Commissioner.
Target and Pershing Square now have the opportunity to proactively provide good
corporate governance to the Target shareholders by making it convenient for them to make a
choice in what, in the end, is their election. This is not a control contest. The
qualifications of the candidates will be fully vetted by the time of the May 28th
election, and Target shareholders are entirely capable of assessing the candidates and making
a choice. There is simply no excuse to deny shareholders the benefit of the use of a
universal proxy card. The alternative will make it procedurally more difficult for Target
shareholders to exercise their franchise. This is a problem that we, together, have the
power to solve.
I have received assurance from Pershing Square that they would support a universal
proxy card for Targets upcoming Annual Meeting. I now seek the same from you. In the
alterative, I ask that you consider allowing the companys nominees to be named on the
Pershing Square Gold proxy card. In either instance, shareholders would have the benefit of
being able to choose the best nominees for the job. Target now has the opportunity to hold
an election that will be a credit to the companys corporate governance. I urge you to
carefully consider this proposal and do the right thing for Target shareholders.
Very truly yours,
/s/ Ronald J. Gilson
In connection with Targets 2009 Annual Meeting of Shareholders, Pershing Square Capital
Management, L.P. and certain of its affiliates (collectively, Pershing Square) filed a
preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the SEC)
on April 6, 2009. Prior to the 2009 Annual Meeting of Shareholders, Pershing Square will furnish a
definitive proxy statement to shareholders of Target, together with a GOLD proxy card. SHAREHOLDERS
OF TARGET ARE URGED TO READ THE PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT
INFORMATION. Investors and shareholders will be able to obtain free copies of the preliminary proxy
statement, any amendments or supplements to the proxy statement, and any other documents filed by
Pershing Square with the SEC in connection with the 2009 Annual Meeting of
Shareholders at no charge on the SECs website at http://www.sec.gov. In addition, shareholders
will also be able to obtain free copies of the definitive proxy statement and other relevant
documents by calling Pershing Squares proxy solicitor, D. F. King & Co., Inc., at 1-800-290-6427
when they become available.
Pershing Square and certain of its 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. Detailed
April 21, 2009
Page 3 of 3
information regarding the names, affiliations and interests of the Participants, including by
security ownership or otherwise, is available in Pershing
Squares preliminary proxy statement for
the 2009 Annual Meeting of Shareholders.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements. All statements contained in this filing
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 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 communication.