Thursday, May 03, 2007

Pershing Square Seeks Clarification of Ceridian (CEN) Annual Meeting Date

In a 13D filing on Ceridian Corporation (NYSE: CEN), 14.5% holder Pershing Square Capital disclosed a recent letter to the company requesting clarification of the date on which Ceridian expects to call the next annual meeting. The firm said the company needs to correct the misimpression left by yesterday's earnings call that suggested the annual meeting will be held by June 11.

Pershing Square is seeking to nominate a slate of alternative directors at Ceridian's annual meeting.

A Copy of the Letter:

Dear Mr. Nelson:

As you know, certain funds advised by Pershing Square Capital Management,L.P. intend to field a slate of alternative directors at Ceridian Corporation's2007 annual meeting of stockholders. Based on remarks on yesterday's earningscall, we believe an incorrect statement was made as to when Ceridian's annualmeeting will be held. In your capacity as Ceridian's corporate secretary, werespectfully request clarification of the date on which Ceridian expects to callthe next annual meeting.

On yesterday's call, in response to a question concerning the latest datethe annual meeting would be held, Ms. Marinello identified the 13-monthanniversary of last year's meeting as the relevant time frame under Delaware lawfor this year's annual meeting and stated the meeting would be held within therequired period. Given that Ceridian's 2006 annual meeting was held on May 11,2006, this year's annual meeting is required to be held no later than June 11,2007. We do not believe that this is possible as a theoretical or practicalmatter. Without clarification on your part, on the basis of yesterday's call,the investment community has been and will continue to be misinformed.

Ceridian originally notified the New York Stock Exchange of record andmeeting dates of February 28 and April 26, 2007, but subsequently advised theExchange that those dates would be changed. To our knowledge, no additionalnotice has been given. As you know, Ceridian must give the New York StockExchange 10 days advance notice of a record date, and Rule 401.03 of the ListedCompany Manual recommends a minimum of 30 days between the record and meetingdates. Ceridian must also file its preliminary proxy materials with theSecurities and Exchange Commission 10 days prior to mailing definitivematerials, and no preliminary materials have been filed. In the context of acontested board election, a solicitation period of less than one month isvirtually unheard of.

Accordingly, we believe that Ceridian cannot, and is not planning to, holdan annual meeting by June 11 in light of the requirements of the New York StockExchange and the federal securities laws, as well as the practical need tosolicit proxies in a contested election.

Delaware law takes the annual election process seriously. We, too, view theexercise of our franchise as fundamental to our investment and of paramountimportance to the future direction of Ceridian's business and affairs. At therisk of understatement, it would be unfortunate if Ceridian's failure to holdthe 2007 annual meeting on a timely basis is the result of an attempt tofrustrate a stockholder vote.

As the largest stockholder of Ceridian, we hereby request you to correctthe misimpression left by yesterday's call, and inform all stockholders of whenthe annual meeting will be held.


Very truly yours,

Roy J. Katzovicz

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