-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RSvV2wuxXqd2+R9FZDL6fHs1+2zRSlQXEnSMrSJ1kIxq4yjpwdFKajyJFsVq0aiE TO4I32IlFzUdhvaJJZ4RLw== 0000950136-07-005675.txt : 20070814 0000950136-07-005675.hdr.sgml : 20070814 20070814162755 ACCESSION NUMBER: 0000950136-07-005675 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 GROUP MEMBERS: PERSHING SQUARE GP, LLC GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP /DE/ CENTRAL INDEX KEY: 0001124887 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 411981625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61527 FILM NUMBER: 071055645 BUSINESS ADDRESS: STREET 1: 3311 E OLD SHAKOPEE RD CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 9528538100 MAIL ADDRESS: STREET 1: 3311 EAST OLD SHAKOPEE RD CITY: MINNEAPOLIS STATE: MN ZIP: 55425 FORMER COMPANY: FORMER CONFORMED NAME: NEW CERIDIAN CORP DATE OF NAME CHANGE: 20000927 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERSHING SQUARE L P CENTRAL INDEX KEY: 0001275323 IRS NUMBER: 383694138 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: 212-286-0300 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 file1.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

Ceridian Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

156779100

(CUSIP Number)

Roy J. Katzovicz

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 29th Floor

New York, NY 10019

212-813-3700

with a copy to:

Alan J. Sinsheimer

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004-2498

212-558-4000

and

Janet T. Geldzahler
Sullivan & Cromwell LLP
1701 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-5805
202-956-7500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 14, 2007

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-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. 156779100

1	Name of Reporting Person
	I.R.S. Identification Nos. of Above Person (entities only) Pershing Square Capital Management, L.P.

2	Check the Appropriate Box if a Member of a Group (See instructions)
	(a) o (b) x

3	SEC Use Only
4	Source of Funds (See Instructions)
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o

6	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7 Sole Voting Power -0-
	8 Shared Voting Power 21,432,734
	9 Sole Dispositive Power -0-
	10 Shared Dispositive Power 21,432,734

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	21,432,734
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o

13	Percent of Class Represented by Amount in Row (11)
	14.87%¹
14	Type of Reporting Person (See Instructions)
	IA

______________

¹	Calculated based on 144,117,567 shares of the common stock, par value $0.01, of Ceridian Corporation outstanding as of July 1, 2007, as reported in Ceridian Corporation’s proxy statement for the 2007 Annual Meeting.

CUSIP No. 156779100

1	Name of Reporting Person
	I.R.S. Identification Nos. of Above Person (entities only) PS Management GP, LLC

2	Check the Appropriate Box if a Member of a Group (See instructions)
	(a) o (b) x

3	SEC Use Only
4	Source of Funds (See Instructions)
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o

6	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7 Sole Voting Power -0-
	8 Shared Voting Power 21,432,734
	9 Sole Dispositive Power -0-
	10 Shared Dispositive Power 21,432,734

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	21,432,734
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o

13	Percent of Class Represented by Amount in Row (11)
	14.87%²
14	Type of Reporting Person (See Instructions)
	OO

______________

²	Calculated based on 144,117,567 shares of the common stock, par value $0.01, of Ceridian Corporation outstanding as of July 1, 2007, as reported in Ceridian Corporation’s proxy statement for the 2007 Annual Meeting.

CUSIP No. 156779100

1	Name of Reporting Person
	I.R.S. Identification Nos. of Above Person (entities only)
	Pershing Square GP, LLC
2	Check the Appropriate Box if a Member of a Group (See instructions)
	(a) o (b) x

3	SEC Use Only
4	Source of Funds (See Instructions)
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o

6	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7 Sole Voting Power -0-
	8 Shared Voting Power 9,354,807
	9 Sole Dispositive Power -0-
	10 Shared Dispositive Power 9,354,807

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	9,354,807
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o

13	Percent of Class Represented by Amount in Row (11)
	6.49%³
14	Type of Reporting Person (See Instructions)
	IA

______________

3	Calculated based on 144,117,567 shares of the common stock, par value $0.01, of Ceridian Corporation outstanding as of July 1, 2007, as reported in Ceridian Corporation’s proxy statement for the 2007 Annual Meeting.

CUSIP No. 156779100

1	Name of Reporting Person
	I.R.S. Identification Nos. of Above Person (entities only)
	William A. Ackman
2	Check the Appropriate Box if a Member of a Group (See instructions)
	(a) o (b) x

3	SEC Use Only
4	Source of Funds (See Instructions)
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o

6	Citizenship or Place of Organization
	United States

Number of Shares Beneficially Owned by Each Reporting Person With	7 Sole Voting Power -0-
	8 Shared Voting Power 21,432,734
	9 Sole Dispositive Power -0-
	10 Shared Dispositive Power 21,432,734

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	21,432,734
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o

13	Percent of Class Represented by Amount in Row (11)
	14.87%⁴
14	Type of Reporting Person (See Instructions)
	IN

______________

4	Calculated based on 144,117,567 shares of the common stock, par value $0.01, of Ceridian Corporation outstanding as of July 1, 2007, as reported in Ceridian Corporation’s proxy statement for the 2007 Annual Meeting.

Item 1. Security and Issuer.

This amendment No. 10 (this “Amendment”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”), filed on January 18, 2007 by Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), PS Management GP, LLC, a Delaware limited liability company, Pershing Square GP, LLC, a Delaware limited liability company, and William A. Ackman, a citizen of the United States of America (collectively, the “Reporting Persons”), the amendment No. 1 to the Original Schedule 13D, filed on January 23, 2007 by the Reporting Persons, the amendment No. 2 to the Original Schedule 13D, filed on February 6, 2007 by the Reporting Persons, the amendment No. 3 to the Original Schedule 13D, filed on February 28, 2007 by the Reporting Persons, the amendment No. 4 to the Original Schedule 13D, filed on March 1, 2007 by the Reporting Persons, the amendment No. 5 to the Original Schedule 13D, filed on May 2, 2007 by the Reporting Persons, the amendment No. 6 to the Original Schedule 13D, filed on May 14, 2007 by the Reporting Persons, the amendment No. 7 to the Original Schedule 13D, filed on June 13, 2007 by the Reporting Persons, the amendment No. 8 to the Original Schedule 13D, filed on July 5, 2007 by the Reporting Persons, and the amendment No. 9 to the Original Schedule 13D, filed on July 12, 2007 by the Reporting Persons, relating to the common stock, par value $0.01 per share (the “Common Stock”), of Ceridian Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented as follows:

On August 14, 2007, Pershing Square issued the press release attached as Exhibit 99.1.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1

Press release issued by Pershing Square Capital Management, L.P. on August 14, 2007.

SIGNATURES

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

Dated: August 14, 2007

		PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
		By:	PS Management GP, LLC, its General Partner
		By:	/s/ William A. Ackman
			William A. Ackman
			Managing Member

		PS MANAGEMENT GP, LLC
		By:	/s/ William A. Ackman
			William A. Ackman
			Managing Member

		PERSHING SQUARE GP, LLC
		By:	/s/ William A. Ackman
			William A. Ackman
			Managing Member

		/s/ William A. Ackman
		WILLIAM A. ACKMAN

EXHIBIT INDEX

Exhibit		Description

99.1.		Press release issued by Pershing Square Capital Management, L.P. on August 14, 2007.

EX-99.1 2 file2.htm PRESS RELEASE

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

PERSHING SQUARE CAPITAL MANAGEMENT ANNOUNCES SUPPORT OF

CERIDIAN BUYOUT DEAL – PROXY CONTEST CONTINUES

New York, New York/Aug. 14, 2007/PRNewswire: Pershing Square Capital Management, L.P. announced today that it intends to fully support the proposed buyout offer of Ceridian Corporation (NYSE: CEN) by affiliates of Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc. (NYSE: FNF). The deal, which values Ceridian’s equity at $36 per share or approximately $5.3 billion, is slated to be voted on at Ceridian’s upcoming Annual Meeting of Stockholders currently scheduled for September 12, 2007.

Commenting on the announcement, William A. Ackman of Pershing Square stated, “We and our advisors have spent considerable time and resources reviewing alternatives for the company. We have also carefully monitored the significant developments in the credit markets. In light of current market conditions and after the completion of our review process, we are confident that the buyout offer at $36 per share is the highest all-cash price reasonably attainable for the company.”

Citing on-going concerns regarding credit and broader markets as well as the buyout group’s walk-away right if it chooses to pay a $165 million break-up fee, Pershing Square announced that it would continue to pursue its previously announced proxy contest. “We don’t want stockholders to be put in a position, however unlikely, that the deal fails and the company remains under the direction of the incumbent board for at least another 12 months,” Mr. Ackman stated.

In a proxy filing filed earlier today with the Securities and Exchange Commission, Pershing Square stated that, if elected, its nominees plan to fully support the company’s efforts to complete the transaction as soon as possible. Pershing Square also disclosed that its nominees plan to make no changes in management pending the completion of the deal.

* * *

About Pershing Square

Pershing Square Capital Management, L.P. is an investment advisor to private investment funds with approximately $6 billion in capital under management.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Ceridian or Pershing Square contained in this release that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements.

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 have filed a preliminary proxy statement and other materials with the SEC. Certain other materials have also 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 DEFINITIVE 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.

Contact:

Roy J. Katzovicz

Pershing Square Capital Management, L.P.

(212) 813-3700

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