UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the
Registrant o
Filed by a Party other than the
Registrant þ
Check the appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
o Definitive
Proxy Statement
o Definitive
Additional Materials
þ Soliciting
Material Pursuant to
§ 240.14a-12
Target Corporation
(Name of Registrant as Specified In
Its Charter)
Pershing
Square, L.P.
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
Ali Namvar
Roy J. Katzovicz
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
Ali Namvar
Roy J. Katzovicz
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. |
| o | Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
TGT Town Hall
Monday, May 11, 2009 11:00 AM Eastern
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Important Information:
In connection with the 2009 Annual Meeting of Shareholders of Target Corporation (including any
adjournments, continuations or postponements thereof and any meeting held in lieu thereof, the
“2009 Annual Meeting”), on April 6, 2009,Pershing Square Capital Management, L.P. and certain of
its affiliates (collectively “Pershing Square”) filed a preliminary proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) which was amended on April 21, 2009. Prior
to the 2009 Annual Meeting, Pershing Square will furnish a definitive proxy statement to
shareholders of Target, together with a GOLD proxy card. SHAREHOLDERS OF TARGET ARE STRONGLY
ADVISED TO READ THE PROXY STATEMENT BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Target
shareholders may obtain 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 without charge at the SEC’s website at www.sec.gov.
Shareholders will also be able to obtain free copies of the definitive proxy statement and other
relevant documents from this website or by calling Pershing Square’s proxy solicitor, D.F. King
& Co., Inc., toll-free at (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 by Pershing Square in connection with the 2009 Annual Meeting. Detailed
information regarding the names, affiliations and interests of the Participants, including by
security ownership or otherwise, is available in Pershing Square’s preliminary proxy statement for
the 2009 Annual Meeting, as amended on April 21, 2009. Any internet addresses provided herein are
for informational purposes only and are not intended to be hyperlinks.
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Contact:
Pershing Square Capital Management, L.P.
William A. Ackman, 212-813-3700
William A. Ackman, 212-813-3700