3rd UPDATE: Ackman's Pershing Square Cuts Stake In Target To 4.4%
12 August 2009 - 7:34AM
Dow Jones News
Bill Ackman is no longer required to file as an activist
shareholder of Target Corp. (TGT).
Ackman's Pershing Square Capital Management, which lost a bitter
proxy battle for Target board seats earlier this year, lowered its
economic interest to 4.4% of Target's outstanding shares, according
to an amended Schedule 13D filing with the Securities and Exchange
Commission. That's down from 7.8% in May. The lower exposure is due
to some expired options.
The move doesn't necessarily mean that Ackman has soured on
Target shares, which are up more than 20% this year. Some of
Pershing Square's holdings - like Sears Canada Inc. (SCC) - have
been in the portfolio for years. Others, like Dr. Pepper Snapple
Group Inc. (DPS) were shorter-term investments. Plus, Ackman has
used options before in his investments, which can make
share-ownership fluctuate from quarter to quarter.
Filers of 13Ds, which typically own more than 5% of a company's
shares and intend on communicating with management or forcing
changes at companies, must file within a few days after every
transaction in a company's stock. Once under the 5% threshold, such
filings aren't necessary.
During the battle for board seats, critics had asked Ackman if
he was just a short-term investor who would sell part or all of his
Target stake if he lost - or even won - the proxy fight. Ackman
responded that he would convert options to stock at some point and
that some options would expire, but that he would not quickly
liquidate his stake. But some of those options were out of the
money, and have now expired. That means Pershing Square now has a
lower economic interest in Target's 752.3 million outstanding
shares.
Back in May, Pershing Square in a proxy fight tried to get five
people - including Ackman - onto Target's board and replace
incumbent directors. Ackman has been critical of Target's decision
to remain in control of its credit-card business, unlike other
retailers. He had also proposed an unorthodox real-estate
transaction in which Target would have spun off the land under its
stores as a publicly traded real estate investment trust.
The discount chain's sales have been struggling for more than a
year as shoppers began eschewing its cheap-chic offerings for a
back-to-basics approach from rivals such as Wal-Mart Stores Inc.
(WMT). Pershing Square started buying Target stock and options in
2007, when shares traded in the $50s and $60s.
Shares closed Tuesday up 22 cents at $42.20. Target declined to
comment.
According to filings, Pershing Square's May 26 Target stake
consisted of 3.3% in common shares and 4.5% in stock-settled call
options. Between then and last week, Pershing Square sold options
and bought common stock, decreasing its beneficial ownership to
4.4% - 3.5% in stock and 0.9% in options.
-By Joseph Checkler, Dow Jones Newswires; 212-416-2152;
joseph.checkler@dowjones.com
(Kerry Grace Benn and Karen Talley contributed to this
article.)