SC 13D/A

0000950123-09-009489.txt : 20090527 0000950123-09-009489.hdr.sgml : 20090527 20090526195236 ACCESSION NUMBER: 0000950123-09-009489 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090527 DATE AS OF CHANGE: 20090526 GROUP MEMBERS: PERSHING SQUARE GP, LLC GROUP MEMBERS: PERSHING SQUARE HOLDINGS GP, LLC GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TARGET CORP CENTRAL INDEX KEY: 0000027419 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 410215170 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11648 FILM NUMBER: 09852990 BUSINESS ADDRESS: STREET 1: 1000 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55403 BUSINESS PHONE: 6123046073 MAIL ADDRESS: STREET 1: 1000 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55403 FORMER COMPANY: FORMER CONFORMED NAME: DAYTON HUDSON CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DAYTON CORP DATE OF NAME CHANGE: 19690728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 y01733sc13dza.htm SC 13D/A SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Target Corporation

(Name of Issuer)

Common Stock
(Title of Class of Securities)

87612E106
(CUSIP Number)

Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, NY 10019
212-813-3700

with a copy to:

Stephen Fraidin, Esq.
Andrew E. Nagel, Esq.
Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10022
212-446-4800

May 26, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		87612E106	Schedule 13D/A	Page		2		of		8 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Pershing Square Capital Management, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0

		8	SHARED VOTING POWER

			58,391,235

		9	SOLE DISPOSITIVE POWER

			0

		10	SHARED DISPOSITIVE POWER

			58,391,235

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	58,391,235

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.8% ¹

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA

1 Calculated based on 752,336,151 shares of the common stock, par value $0.0833, of Target Corporation outstanding as of March 30, 2009, as reported in Target Corporation’s proxy statement on Schedule 14A filed on April 21, 2009.


CUSIP No.		87612E106	Schedule 13D/A	Page		3		of		8 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) PS Management GP, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0

		8	SHARED VOTING POWER

			58,391,235

		9	SOLE DISPOSITIVE POWER

			0

		10	SHARED DISPOSITIVE POWER

			58,391,235

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	58,391,235

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.8% ²

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

2 Calculated based on 752,336,151 shares of the common stock, par value $0.0833, of Target Corporation outstanding as of March 30, 2009, as reported in Target Corporation’s proxy statement on Schedule 14A filed on April 21, 2009.


CUSIP No.		87612E106	Schedule 13D/A	Page		4		of		8 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Pershing Square GP, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0

		8	SHARED VOTING POWER

			9,574,651

		9	SOLE DISPOSITIVE POWER

			0

		10	SHARED DISPOSITIVE POWER

			9,574,651

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	9,574,651

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.3% ³

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA

3 Calculated based on 752,336,151 shares of the common stock, par value $0.0833, of Target Corporation outstanding as of March 30, 2009, as reported in Target Corporation’s proxy statement on Schedule 14A filed on April 21, 2009.


CUSIP No.		87612E106	Schedule 13D/A	Page		5		of		8 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Pershing Square Holdings GP, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0

		8	SHARED VOTING POWER

			15,880,330

		9	SOLE DISPOSITIVE POWER

			0

		10	SHARED DISPOSITIVE POWER

			15,880,330

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	15,880,330

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	2.1% ⁴

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA

4 Calculated based on 752,336,151 shares of the common stock, par value $0.0833, of Target Corporation outstanding as of March 30, 2009, as reported in Target Corporation’s proxy statement on Schedule 14A filed on April 21, 2009.


CUSIP No.		87612E106	Schedule 13D/A	Page		6		of		8 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) William A. Ackman


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0

		8	SHARED VOTING POWER

			58,391,235

		9	SOLE DISPOSITIVE POWER

			0

		10	SHARED DISPOSITIVE POWER

			58,391,235

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	58,391,235

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.8% ⁵

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

5 Calculated based on 752,336,151 shares of the common stock, par value $0.0833, of Target Corporation outstanding as of March 30, 2009, as reported in Target Corporation’s proxy statement on Schedule 14A filed on April 21, 2009.


CUSIP No.		87612E106	Schedule 13D/A	Page		7		of		8 Pages

Item 1. Security and Issuer.

This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) amends and supplements the statement on Schedule 13D originally filed on July 16, 2007 (the “Original Schedule 13D”), as amended by Amendment No. 1 through Amendment No. 7 (the Original Schedule 13D as amended and supplemented by Amendment No. 1 through Amendment No. 7, the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company, (iii) Pershing Square GP, LLC, a Delaware limited liability company, (iv) Pershing Square Holdings GP, LLC, a Delaware limited liability company, and (v) William A. Ackman, a citizen of the United States of America (collectively, the “Reporting Persons”), relating to the common stock, par value $0.0833 per share (the “Common Stock”), of Target Corporation, a Minnesota corporation (the “Issuer”, the “Company” or “Target”).

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented as follows:

William A. Ackman today executed an Undertaking stating that in the event that he is seated as a director of the Issuer as a result of the election being held at the Issuer’s annual meeting on May 28, 2009, he will retain his personal economic interest in Pershing Square IV, L.P. and Pershing Square International IV, Ltd., which are investment vehicles dedicated to investments in the Issuer, for a period ending the later of May 28, 2014 and the first day on which Mr. Ackman ceases to be a director of the Issuer. This summary of the Undertaking is qualified in its entirety by the Undertaking, which is attached hereto as Exhibit 99.1 and is incorporated into this Item 6 as if stated in full.

Item 7. Materials to be filed as Exhibits.


Exhibit 99.1		Undertaking by William A. Ackman, dated May 26, 2009


CUSIP No.		87612E106	Schedule 13D/A	Page		8		of		8 Pages

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 26, 2009


		PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

		By:		PS Management GP, LLC, its General Partner

		By: Name:		/s/ William A. Ackman William A. Ackman
				Managing Member

		PS MANAGEMENT GP, LLC

		By: Name:		/s/ William A. Ackman William A. Ackman
				Managing Member

		PERSHING SQUARE GP, LLC

		By: Name:		/s/ William A. Ackman William A. Ackman
				Managing Member

		PERSHING SQUARE HOLDINGS GP, LLC

		By: Name:		/s/ William A. Ackman William A. Ackman
				Managing Member

		/s/ William A. Ackman

		William		A. Ackman

EX-99.1 2 y01733exv99w1.htm EX-99.1 EX-99.1

Exhibit 99.1

UNDERTAKING

I, William A. Ackman, hereby agree that in the event that I am elected as a director of Target Corporation, a Minnesota corporation ( “Target”), at Target’s 2009 Annual Meeting of Shareholders scheduled to be held on May 28, 2009 (the “2009 Annual Meeting”), I will retain my personal economic interest (valued at approximately $55 million as of the date hereof) that is currently held in Pershing Square IV, L.P. and Pershing Square International IV, Ltd. (together, “Pershing Square IV”) which are investment vehicles dedicated to investments in Target, for a period ending on the later of (i) May 28, 2014 and (ii) the first day on which I cease to be a director of Target; provided, however, that in no event shall this undertaking restrict any change in the form of my beneficial ownership in Pershing Square IV; provided, further, that in no event shall the restrictions contained in this undertaking apply to any Target securities held in Pershing Square IV in which I do not have a personal economic interest.

Nothing contained in this undertaking shall limit or otherwise restrict the form of Pershing Square IV’s future investments in Target, whether such investments are held in options, stock or otherwise.

This undertaking shall take effect on the first day on which I am seated as a director of Target as a result of my election at the 2009 Annual Meeting. This undertaking shall be void and have no force or effect if (i) I am not elected as a director of Target at the 2009 Annual Meeting, or (ii) I am not seated as a director of Target by June 30, 2009 in the event the undersigned is elected as a director of the Company at the 2009 Annual Meeting.


		/s/William A. Ackman

		William A. Ackman

		Date: May 26, 2009