TARGET CORP — Major Shareholding Notification 2009

Mar 17, 2009

SC 13D/A 1 y01328sc13dza.htm AMENDMENT TO SCHEDULE 13D SC 13D/A PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

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

March 16, 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).

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TOC /TOC

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 752,672,699 shares of the common stock, par value $0.0833, of Target Corporation outstanding as of March 11, 2009, as reported in Target Corporation’s annual report on Form 10-K for the fiscal year ended January 31, 2009.

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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 752,672,699 shares of the common stock, par value $0.0833, of Target Corporation outstanding as of March 11, 2009, as reported in Target Corporation’s annual report on Form 10-K for the fiscal year ended January 31, 2009.

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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 752,672,699 shares of the common stock, par value $0.0833, of Target Corporation outstanding as of March 11, 2009, as reported in Target Corporation’s annual report on Form 10-K for the fiscal year ended January 31, 2009.

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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 752,672,699 shares of the common stock, par value $0.0833, of Target Corporation outstanding as of March 11, 2009, as reported in Target Corporation’s annual report on Form 10-K for the fiscal year ended January 31, 2009.

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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 752,672,699 shares of the common stock, par value $0.0833, of Target Corporation outstanding as of March 11, 2009, as reported in Target Corporation’s annual report on Form 10-K for the fiscal year ended January 31, 2009.

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

link2 "Item 1. Security and Issuer"

Item 1. Security and Issuer.

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the statement on Schedule 13D originally filed on July 16, 2007 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on December 24, 2007 (“Amendment No. 1”), Amendment No. 2 filed on January 16, 2008, Amendment No. 3 filed on August 14, 2008, Amendment No. 4 filed on February 4, 2009, and Amendment No. 5 filed on February 26, 2009 (“Amendment No. 5” and, the Original Schedule 13D as amended and supplemented by Amendment No. 1 through Amendment No. 5, 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”). Unless otherwise defined herein, terms defined in the Original Schedule 13D shall have such defined meanings in this Amendment No. 5.

link2 "Item 4. Purpose of Transaction"

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On March 12, 2009, the Company informed the Reporting Persons that its Board of Directors had declined to extend an invitation to certain persons identified by the Reporting Persons as candidates for Board membership.

On March 16, 2009, certain affiliates of the Reporting Persons delivered a notice of nomination to the Company in accordance with the procedures set forth in Article VI of the Company’s Restated Articles of Incorporation, proposing to nominate the following five individuals for election as directors of the Company at the Company’s 2009 Annual Meeting of Shareholders (including any adjournment or postponement thereof): Messrs. William A. Ackman, Michael L. Ashner, James L. Donald, Ronald J. Gilson and Richard W. Vague. A copy of the notice is filed as Exhibit 99.1 hereto and is incorporated by reference into this Item 4 as if set out herein in full.

link2 "Item 5. Interests in Securities of the Issuer."

Item 5. Interests in Securities of the Issuer.

(a), (b) Based upon the Issuer’s annual report on Form 10-K for the fiscal year ended January 31, 2009, there were 752,672,699 shares of Common Stock outstanding as of March 11, 2009. Based on the foregoing, 58,391,235 shares of Common Stock (which includes Common Stock and physically-settled listed and over-the-counter American-style call options), representing 7.8% of the shares of Common Stock issued and outstanding, are reported on this Amendment No. 6.

As of the date hereof, none of the Reporting Persons owns any shares of the Common Stock other than as reported herein.

Item 5(c) of the Schedule 13D is hereby amended and restated as follows:

(c) The trading data set forth in Exhibit 99.2 attached hereto is incorporated by reference into this Item 5(c) as if set out herein in full.

Except as disclosed herein, since February 26, 2009 (the date of the most recent amendment to this Schedule 13D), no other transaction in shares of the Common Stock or derivative securities were effected by any Reporting Person.

Item 7. Materials to be filed as Exhibits.

Exhibit 99.1	Notice of Nomination
Exhibit 99.2	Trading Data

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

link1 "SIGNATURES"

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: March 16, 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

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