NEW YORK, Jan. 23 /PRNewswire/ -- Pershing Square Capital
Management, L.P. today filed proxy materials identifying its slate
of eight candidates for nomination for the board of directors of
Ceridian Corporation (NYSE:CEN) for this year's annual meeting.
These candidates include senior executives from a wide range of
industries including executives with previous senior management
experience in payroll processing at ADP, and payment processing at
First Data. These individuals have strong relevant business,
strategic, and legal experience that should greatly assist
Ceridian, its shareholders, and its employees with the creation of
shareholder value and a superior experience for its customers and
employees. All eight of Pershing's board candidates are independent
under Ceridian's board of director independence guidelines.
Furthermore, six of the eight candidates -- those other than Mr.
William Ackman and Professor Michael Porter -- have no previous
affiliation or relationship with Pershing Square. With respect to
the company's January 23rd press release and its statement that
Pershing "inaccurately characterized a number of comments by
Ceridian's Chief Executive Officer" in its meeting on January 12th,
Mr. Ackman stated: "Rather than participate in a 'he said, she
said' dialogue about our previous meeting, we prefer to focus on
the future of Ceridian under improved governance and better
alignment with shareholders' interests. As an owner of more than
11% or $450 million of Ceridian's outstanding common stock,
compared with a nominal amount of stock held by the current board,
we believe that we and the independent directors have identified
the appropriate incentives and experience to create superior value
for all Ceridian shareholders. We look forward to the opportunity
for Ceridian shareholders to exercise their right to choose whom
they would like to govern their company." With respect to the
company's suggestion that Pershing's proposed slate may somehow
cause the company "to pursue a potentially costly and disruptive
proxy contest," Mr. Ackman stated: "We will endeavor to minimize
any disruption to the company. We ask only that the company avoid
launching ad hominem attacks, dilatory litigation tactics, meeting
delays, and other techniques that only serve to waste corporate
resources and frustrate shareholders' right to vote. We intend only
to propose our nominees, meet and discuss our plans and proposals
with company shareholders, and campaign based on the facts for the
privilege of representing other shareholders on the board of
directors. If the company commits to do the same, the disruption
and costs associated with the upcoming annual meeting vote can be
kept to a minimum." PERSHING SQUARE'S BOARD NOMINEES
-------------------------------- William A. Ackman, age 40, is the
Founder and President of the managing member of Pershing Square
Capital, a registered investment adviser with assets under
management of approximately $3 billion. Prior to forming Pershing
Square Capital, in 1992 Mr. Ackman co-founded Gotham Partners
Management Co., LLC, an investment adviser that managed public and
private equity hedge fund portfolios. In connection with his role
at Gotham Partners, Mr. Ackman was actively involved in the
management of a number of its portfolio companies in a variety of
director capacities including serving as Chairman of Imperial
Parking Corporation (a parking service company formerly listed on
the AMEX) and Chairman of First Union Real Estate and Mortgage
Investments (now known as Winthrop Realty Trust, Inc., a REIT
(NYSE:FUR)). Mr. Ackman received an MBA from the Harvard Business
School and a Bachelor of Arts magna cum laude from Harvard College.
Michael L. Ashner, age 54, has been the Chief Executive Officer of
Winthrop Realty Trust, Inc. (NYSE:FUR) since December 31, 2003 and
Chairman of the Board of Directors since April 2004. Mr. Ashner has
served as the Executive Chairman of Lexington Realty Trust (a New
York Stock Exchange listed REIT) since December 31, 2006. He has
also served as the Chairman, President and Chief Executive Officer
of Winthrop Realty Partners, L.P. (a real estate investment and
management company) since 1996. Mr. Ashner also has been serving as
the Managing Director of AP-USX LLC, which owns a 2.4 million
square foot office tower, since 1998. Since 1981, Mr. Ashner has
been the President and principal shareholder of Exeter Capital
Corporation, a privately held real estate investment banking firm.
Mr. Ashner also serves on the Board of Directors and on the Audit
Committee of NBTY, Inc. (manufacturers and distributor of
nutritional supplements). Mr. Ashner served as a director and Chief
Executive Officer of Shelbourne Properties I, Inc., Shelbourne
Properties II, Inc. and Shelbourne Properties III, Inc. (each a
REIT) from August 2002 until their liquidation in April 2004. In
addition, Mr. Ashner served on the Boards of Directors of Great Bay
Hotel and Casino, Inc. (a publicly traded hotel and gaming
company), Interstate Hotel Corporation (a publicly traded hotel
management company acquired by Meristar Hospitality), Nexthealth,
Inc. (a publicly traded resort company acquired by management
group), Burnham Pacific Properties, Inc. (liquidated publicly
traded REIT), and Sizeler Property Investors, Inc. (a New York
Stock Exchange publicly traded REIT). John D. Barfitt, age 53, is a
consultant to various private equity and investment firms advising
on potential acquisitions and investments. From 1979 until 2004,
Mr. Barfitt held various positions with Automatic Data Processing,
Inc. (NYSE:ADP), one of the largest providers of computerized
transaction processing, data communication and information services
in the world, including Corporate Vice President from 2003 until
2004 (during which time he helped develop and execute ADP's
strategy in offering BPO Payroll/HR related services), Division
President of ADP Employer Services International from 2000 until
2003 (responsible for all facets of the employer services business
throughout Europe, Asia Pacific and Brazil. ADP's employer services
division is the global market leader of transaction processing and
business process management services for payroll, benefits and
human resources), Division President of ADP Claims Solutions Group
(the worldwide leader of claims processing for property and
casualty and related industries in 32 countries) from 1998 until
2000 and Senior Vice President of Automotive Claims Services from
1996 until 1998. Mr. Barfitt also served as a member on Automatic
Data Processing, Inc.'s Corporate Executive Committee from 1998
until 2003. Harald Einsmann, Ph.D., age 71, has just completed a
4-year assignment as the Executive Chairman of Findus AB, the
second biggest frozen food company in Europe, which started with
the acquisition by Findus AB of the frozen food business of Nestle
SA. Dr. Einsmann also serves as an Operating Partner and a member
of the Board of Directors and the Investment Committee of EQT
(which wholly owned Findus AB, and has just exited this
investment). EQT is a leading European private equity group
sponsored by the Wallenberg Group of Scandinavia (which includes,
among other companies, Ericsson Telephones, ABB Engineering Group,
StoraEnso paper company, SKF roller bearings, AstraZeneca, Gambro
Pharmaceuticals, SEB Bank and Skania Trucks). In addition, Dr.
Einsmann serves as a director of Carlson Group (which includes,
among other companies, Radisson Hotels, Radisson Seven Seas Cruise
Ships and Thank God Its Friday Restaurants) and Checkpoint Systems
Incorporated (NYSE:CKP) (where Dr. Einsmann also serves as a member
of its Remuneration and Nomination Committees) in the United
States, Tesco PLC (LON: TSCO) (one of UK's most important and most
successful retailers) in the United Kingdom, Rezidor AB (hotel
company) in Scandinavia, and The Bata Shoe Company in Bermuda. Dr.
Einsmann also served as a director of EMI Music Group (for 13 years
until 2006) in the United Kingdom and StoraEnso AB (one of the
world's largest forest and paper product companies, retired from
the board in November 2005) in Scandinavia. Prior to his tenure at
EQT, Dr. Einsmann was the Executive Vice President Europe, Middle
East and Africa and a member of Procter & Gamble's Worldwide
Board. Robert J. Levenson, age 65, is a founder and Managing Member
of LENOX Capital Group, LLC, a private venture capital investment
company, focused on early stage software technology and services.
Mr. Levenson began his business career at Haskins & Sells,
Certified Public Accountants (a predecessor of Deloitte), and then
worked for IBM in Cleveland, Ohio. In 1966, he partnered with the
founder of a recently formed data processing services company,
Central Data Systems, Inc., a start-up that floated its initial
public offering in 1968 and that was ultimately acquired by ITEL
Corp. At ITEL, Mr. Levenson was Group Executive Vice President when
he resigned in 1980. For the following twenty years, beginning in
1981, Mr. Levenson held senior executive positions at Automatic
Data Processing, Inc. (NYSE:ADP) from 1981 until 1984 and served on
ADP's Board of Directors from 1984 until 1990, Medco Containment
Services, Inc. (NASDAQ) from 1990 until 1993 and served on Medco's
Board of Directors during that time, and First Data Corp.
(NYSE:FDC) from 1993 until 2000 and served on First Data's Board of
Directors from 1992 until 2003. His responsibilities included
general management, strategic planning and corporate development.
While a senior executive at ADP (10 years), revenue grew from $550
million to about $2.5 billion; at Medco (3 years) from just under
$1 billion to $2.2 billion; and at First Data Corp. (7+ years) from
nearly $1 billion to almost $6 billion. Mr. Levenson's governance
experience includes service on several boards of directors (with
committee and chair responsibilities) of public and private
companies as well as not-for-profit organizations. In addition to
the foregoing, Mr. Levenson served on the boards of directors of
the following public corporations: Central Data Systems (NASDAQ)
(1966 - 1975), Comnet (NASDAQ) (1992 - 1993), Polyvision Corp.
(AMEX) (1996 - 1997), Broadway & Seymour (NASDAQ) (1996 -
1997), Virtual Communities, Inc (NASDAQ) (1998 - 2000), Superior
Telecom (NYSE) (1996 - 2003), Vestcom International (NASDAQ) (1998
- 2002), and Emisphere Technologies, Inc. (NASDAQ) (1998 - 2005).
Mr. Levenson also served on the boards of directors of the
following private corporations: KBT Inc. (1990 - 1992), Compliance
Inc. (1992 - 1994), UCB Services Inc. (1994 - 1996), FDI/NISA (FDC
JV) (1995 - 2005), Chase Merchant Services (FDC JV) (1997 - 2005),
VIPS (1998 - 2005), and Diopsys, Inc. (2002 - Present). Michael E.
Porter, age 59, is the Bishop William Lawrence Professor at Harvard
University and chairs the Institute for Strategy and
Competitiveness, which was created jointly by Harvard Business
School and Harvard University to further Professor Porter's work.
He has been a member of the Faculty at Harvard Business School
since 1973. Professor Porter currently serves as a director on the
advisory board of Pershing Square Capital, has a profits interest
in Pershing Square Capital and is also a limited partner of
Pershing Square. Professor Porter, the author of 17 books and over
125 articles, is a leading authority on competitive strategy and
the competitiveness and the economic development of nations, states
and regions. Professor Porter created and chairs Harvard Business
School's intensive program for newly appointed CEOs of billion
dollar corporations, which guides new CEOs in assuming leadership,
setting their agenda and addressing issues such as strategy, board
governance, communication and value. Professor Porter has served as
a strategy advisor to top management in numerous leading U.S. and
international companies, among them Caterpillar, DuPont, Procter
& Gamble, Royal Dutch Shell, Scotts Miracle-Gro, SYSCO and
Taiwan Semiconductor Manufacturing Company. Professor Porter
currently serves as a public director of Thermo Fisher Scientific,
Inc. (NYSE:TMO) and Parametric Technology Corporation
(NASDAQ:PMTC). Professor Porter plays an active role in U.S.
economic policy with the Executive Branch, Congress, international
organizations and private groups, including the U.S. Council on
Competitiveness where he is a member of the Executive Committee.
Professor Porter has advised national leaders in numerous
countries, including Canada, India, Ireland, New Zealand,
Nicaragua, Peru, Russia, Singapore, Taiwan, Thailand and the United
Kingdom. Gregory A. Pratt, age 58, is the Vice Chairman of the
Board of Directors of, and from 1998 until 2002 served as the
President and the Chief Executive Officer of, OAO Technology
Solutions, Inc. Mr. Pratt further serves as the Chairman of the
Governance Committee of the Board of Directors of Carpenter
Technology Corp. (NYSE:CRS) and as the Chairman of the Audit
Committee of the Board of Directors of AmeriGas Propane, Inc. Mr.
Pratt founded Enterprise Technology Group, Inc. in 1997 which
merged with OAO in 1998. Mr. Pratt is co-founder of Atari Corp.
serving variously as Chief Financial Officer of Atari Corp. and
President of Atari (US) Corp. from 1984 to 1991. From 1991 until
1996, he served as the President and Chief Operating Officer of
Intelligent Electronics, Inc. Alan Schwartz, age 66, is a Sterling
Professor of Law and Professor of Management at Yale University.
Professor Schwartz's academic specialties include corporate finance
and corporate governance, mergers and acquisitions, bankruptcy, and
commercial transactions. He has published numerous articles and
books in these fields and has been identified, by the Institute of
Scientific Information, as being in the top one half of one percent
of social scientists worldwide in total citations. Professor
Schwartz has been the President of the American Law and Economics
Association and editor of The Journal of Law, Economics and
Organization. Professor Schwartz also serves as a director of
Cleveland Cliffs Inc. (NYSE:CLF), chairs its Finance Committee and
is a member of its Board Affairs Committee. Professor Schwartz
further has served as a director of Rohn Industries, chaired its
Audit Committee and its Board of Directors. Pershing Square Capital
Management, L.P. is an investment advisor to private investment
funds with approximately $3 billion in capital under management.
ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with
Ceridian's 2007 Annual Meeting of Stockholders, Pershing Square
Capital Management, L.P. and/or its affiliates expect to file a
proxy statement and other materials with the SEC. Certain materials
have already been filed by Pershing Square Capital Management, L.P.
and its affiliates and investors are urged to read these materials.
WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER
MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT CERIDIAN AND THE MATTERS TO BE
CONSIDERED AT ITS ANNUAL MEETING. Investors may also obtain a free
copy of the proxy statement and other relevant documents when they
become available as well as other materials filed with the SEC
concerning Ceridian at the SEC's website at http://www.sec.gov/.
DATASOURCE: Pershing Square Capital Management, L.P. CONTACT:
William A. Ackman of Pershing Square Capital Management, L.P.,
+1-212-813-3700
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