SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
EXCHANGE ACT OF 1934 (Amendment No. )
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Filed by a Party other than the
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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
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FOR IMMEDIATE RELEASE
Leading Advisory Firm, RiskMetrics, Recommends that Target Shareholders
Vote the GOLD Proxy Card and Elect Bill Ackman and Jim Donald
NEW YORK, May 19 Pershing Square Capital Management, L.P. announced today that RiskMetrics
Group, the leading independent proxy voting advisory and corporate governance services firm, has
recommended that shareholders of Target Corporation (NYSE: TGT) vote Pershing Squares GOLD proxy
card, reject Targets proposal to reduce the board size to 12, and elect two of the Nominees for
Shareholder Choice Bill Ackman and Jim Donald to the board of directors of Target at its 2009
Annual Meeting of Shareholders, which is scheduled for May 28, 2009. Furthermore, RiskMetrics
recommends stockholders and institutional investors NOT vote the companys white proxy card.
RiskMetrics (formerly known as ISS) is a leader among proxy advisory services and a
universally recognized independent voice for both retail and institutional investors. Its analyses
and recommendations are relied upon by hundreds of major institutional investment firms, mutual
funds and fiduciaries throughout the United States.
We are gratified that RiskMetrics, after thoughtful and insightful analysis, has supported
our call for change on Targets board, said Bill Ackman of Pershing Square. This is the second
report from an independent advisory firm that recommends voting the GOLD proxy card and highlights
the strength of the Nominees for Shareholder Choice. Together with the recommendation of PROXY
Governance last week, this confirms the clear need for meaningful change on Targets board.
In advance of issuing its report, RiskMetrics met with representatives of both groups and held
a special governance forum that allowed each side to make its case. In its report, RiskMetrics
described its processes as follows: [w]hen the dissidents are seeking a minority position on the
board...RiskMetrics will require that dissidents prove that change is preferable to the status quo
and that the dissident slate will add value to board deliberations by considering the issues from a
different viewpoint than the current board members. Clearly, the Nominees for Shareholder Choice
have met their burden of proof in this case.
In its analysis, RiskMetrics criticizes the Target boards resistance to change, noting
specifically that [r]esistance to change is part of the human condition. If we are psychologically
programmed to hold fast to the ideas in which we have made substantial investments, perhaps, in the
words of Target founder Ken Dayton, after a certain period of time, [an] organization would be
better off with fresh, new ideas that challenge the status quo.
RiskMetrics also questions whether the company has successfully enacted strategies to succeed
in all economic climates, a crucial prerequisite to building sustainable, long-term shareholder
value, and concludes that, in its opinion, given the atypical strategies of the company with
respect to credit cards and real estate, the board would benefit from new blood with the specific
skill sets and incentives to ensure that the company is able to quickly capitalize on future
In recommending against Targets proposal to reduce the number of directors to 12, RiskMetrics
notes that [b]y rejecting a decrease in the size of the board, Target shareholders will ensure
that at least one dissident nominee is elected to the board. Based on the qualifications and skill
sets of the dissident nominees, we believe that the incremental addition of any one of the
dissidents to the board likely would add value.
In recommending the election of Bill Ackman, RiskMetrics commends his reputation for
thoughtful analysis and alpha generation and concludes that Target shareholders could reasonably
expect Bill to add value to the board in the following key areas:
||Real Estate: as head of the fund that has clearly spent an enormous amount of time
and effort on generating a real estate proposal for the company, to provide a fresh and
informed alternative point of view with respect to the companys real estate strategy.
||Credit Cards: as head of the fund that previously helped to convince the company to
partially divest its credit card portfolio, to provide a fresh and informed alternative
viewpoint on the companys credit card strategy.
||Corporate Governance: based on his frequent invocations of corporate governance
precepts during this proxy fight, and on his significant stake as a shareholder, to
help ensure that the key goals of good corporate governance accountability to
shareholders and oversight of management would be met.
In recommending the election of Jim Donald, RiskMetrics notes that Jims retail food
experience would likely prove valuable for a company that is seeking to expand its fresh food
offerings. RiskMetrics further notes that even opponents of the Nominees for Shareholder Choice
acknowledge that Jim is a highly regarded operator in [the grocery] field.
RiskMetrics also rejected, one by one, the principal arguments that the Target board has used
against the Nominees for Shareholder Choice:
||On Pershing Squares so-called risky real estate agenda: We note that (i) a small
minority number of dissident directors will be incapable of effecting any real estate
transaction, (ii) depending on market conditions and the specific facts and
circumstances, a real estate transaction in theory could create both short- and
long-term value, and (iii) Ackman has publicly committed to not support a transaction
that would threaten Targets credit rating.
||On the importance of a shareholder watchdog and nominee independence: We note
that (i) many investors take comfort in electing a shareholder watchdog to the board,
(ii) absent evidence to the contrary, a long investors interests are typically aligned
with its fellow shareholders, (iii) there is no evidence that the dissident nominees
other than Ackman are not independent of Pershing, (iv) all directors are subject to
the duty of loyalty and are subject to legal liability for breaches of such duty, (v)
proxy access, which is widely expected to be enacted by the new administration, would
routinely present shareholders with shareholder nominated candidates.
||On the assertion that election of dissidents would create disruption on the Target
board: We note that (i) the dissidents are more financially incentivized than
virtually any other party to ensure the company succeeds, (ii) Pershing has no track
record of disruption.
||On the assertion that the dissidents dont have a specific plan: We note that (i)
RiskMetrics does not require a detailed plan for dissidents who are merely seeking
minority representation, as sometimes new blood and a different perspective can add
value to an underperforming board, (ii) as outsiders, its a significant challenge for
dissidents to create a detailed plan, (iii) new directors nominated by the company are
not asked to present a specific plan prior to joining the board.
||On the significance of shareholder representation on Targets board: It would be
curious to justify full support for a board that oversaw the short-term value
destruction that allegedly led to the proxy fight. Pershing has invested over $1
billion, and dissident nominee Ackman has invested a significant amount of his personal
funds, in Target. Moreover, Pershing has expended significant sums developing detailed
proposals with respect to the companys credit card and real estate strategies, as well
as spending on the proxy fight itself. Fellow shareholders have been able to free
ride on the work done by Pershing and through the efforts of Pershing have been
presented with an opportunity that is denied most investors a choice at the ballot
It is also gratifying that RiskMetrics took special note of what this election is and is not
about, added Mr. Ackman.
||On why board change is warranted: RiskMetrics has specifically noted that this
election is about whether the board can be improved... the willingness and expertise to
examine all prudent strategic alternatives... the ability of the board to remain
emotionally unattached to previous decisions when a change in course may be warranted...
the aligning the incentives of the board and shareholders...[and] the ability of the
owners of the corporation to influence the makeup of the board. In doing so,
RiskMetrics rejected a number of assertions by the Target board which we believe are
designed to mislead shareholders, including Targets assertions that this election was
about implementing Pershings risky real estate scheme and about Ackmans use of
Pershing Square also commented on the recommendation by a fourth proxy advisory firm, Glass
Lewis & Co. Mr. Ackman stated, while Glass Lewis did not recommend our nominees, we are pleased
that Glass Lewis agrees with our view that Target has a number of deficiencies in its corporate
governance practice. In particular, Glass Lewis notes in its report that incumbent director James
Johnson served as chairman of the compensation committee in fiscal year 2007 and 2008, during which
time Target paid more compensation to its top executives but performed worse than its peers. Glass
Lewis also notes that incumbent director Anne Mulcahy is serving as chairman and CEO of Xerox
Corporation and as director on three other public company boards, including Target. Glass Lewis
concludes that the time commitment required by this number of board memberships may preclude Ms.
fulfilling her responsibilities to [Targets] shareholders, as well as the shareholders of
Xerox Corporation. However, due to the classified nature of Targets board, Glass Lewis notes
that shareholders are unable to hold the noted individuals accountable for the issues discussed.
It is time for fresh perspectives and shareholder representation on Targets board. We are
confident that the Nominees for Shareholder Choice possess the knowledge, experience and leadership
to invigorate the boardroom, to respond to shareholder concerns, and to ensure effective oversight
of the companys strategic decisions. We urge you to follow the recommendations of RiskMetrics and
Proxy Governance and vote the GOLD proxy card.
Vote Now Vote Today
The date of Targets Annual Meeting is fast approaching. We urge Target shareholders to sign,
date and return the GOLD proxy card as soon as possible and vote FOR the Nominees for Shareholder
Choice. If you have already voted on the white proxy card, you can change your vote by submitting
a later dated GOLD proxy card. For more information on how to vote, as well as other proxy
materials, please visit www.TGTtownhall.com.
About Pershing Square Capital Management, L.P.
Pershing Square Capital Management, L.P., based in New York City, is an 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
In connection with Targets 2009 Annual Meeting of Shareholders, Pershing Square Capital
Management, L.P. and certain of its affiliates (collectively, Pershing Square) have filed a
definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the SEC)
containing information about the solicitation of proxies for use at the 2009 Annual Meeting of
Shareholders of Target Corporation. The definitive proxy statement and the GOLD proxy card were
first disseminated to shareholders of Target Corporation on or about May 2, 2009.
SHAREHOLDERS OF TARGET ARE URGED TO READ THE PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS
IMPORTANT INFORMATION. The definitive proxy statement and other relevant documents relating to the
solicitation of proxies by Pershing Square are available at no charge on the SECs website at
http://www.sec.gov. Shareholders can also obtain free copies of the definitive proxy
statement and other relevant documents at www.TGTtownhall.com or by calling Pershing
Squares proxy solicitor, D. F. King & Co., Inc., at 1 (800) 290-6427.
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
information regarding the names, affiliations and interests of the Participants, including by
security ownership or otherwise, is available in Pershing Squares definitive proxy statement.
Cautionary Statement Regarding Forward-Looking Statements
This letter contains forward-looking statements. All statements contained in this letter 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 letter.
Pershing Square Capital Management, L.P.
William A. Ackman, 212-813-3700