sec document
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /_/
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
THE TOPPS COMPANY, INC.
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(Name of Registrant as Specified in Its Charter)
PEMBRIDGE VALUE OPPORTUNITY FUND LP
PEMBRIDGE CAPITAL MANAGEMENT LLC
CRESCENDO PARTNERS II L.P. SERIES Y
CRESCENDO INVESTMENTS II, LLC
CRESCENDO ADVISORS LLC
ERIC ROSENFELD
TIMOTHY E. BROG
ARNAUD AJDLER
JOHN J. JONES
TOPPS FULL VALUE COMMITTEE
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/_/ Fee paid previously with preliminary materials:
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/_/ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
Topps Full Value Committee (the "Committee"), together with the other
participants (as defined below), intends to make a preliminary filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and accompanying
GOLD proxy card to be used to solicit votes for the election of its slate of
director nominees and certain non-binding business proposals at the 2006 annual
meeting of stockholders of The Topps Company, Inc., a Delaware corporation (the
"Company").
THE COMMITTEE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENTS AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY MATERIALS,
WITHOUT CHARGE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR, D.F. KING & CO., INC. AT ITS TOLL-FREE NUMBER:
l-800-628-8532.
THE PARTICIPANTS IN THE PROXY SOLICITATION ARE PEMBRIDGE VALUE
OPPORTUNITY FUND LP, A DELAWARE LIMITED PARTNERSHIP ("PEMBRIDGE VALUE"),
PEMBRIDGE CAPITAL MANAGEMENT LLC, A DELAWARE LIMITED LIABILITY COMPANY
("PEMBRIDGE CAPITAL"), TIMOTHY E. BROG, CRESCENDO PARTNERS II, L.P., SERIES Y, A
DELAWARE LIMITED PARTNERSHIP ("CRESCENDO PARTNERS II"), CRESCENDO INVESTMENTS
II, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("CRESCENDO INVESTMENTS II"),
CRESCENDO ADVISORS LLC, A DELAWARE LIMITED LIABILITY COMPANY ("CRESCENDO
ADVISORS"), ERIC ROSENFELD, ARNAUD AJDLER AND JOHN J. JONES. (THE
"PARTICIPANTS").
Pembridge Value owns 328,000 shares of the Company. As the investment
manager of Pembridge Value, Pembridge Capital may be deemed to beneficially own
the 328,000 shares of the Company owned by Pembridge Value. Timothy E. Brog may
be deemed to beneficially own 350,441 shares of the Company, consisting of
22,441 shares held directly by Mr. Brog and 328,000 shares that Mr. Brog may be
deemed to beneficially own by virtue of his position as the sole manager of
Pembridge Value. Mr. Brog disclaims beneficial ownership of the shares
beneficially owned by Pembridge Value except to the extent of his pecuniary
interest therein.
Crescendo Partners II beneficially owns 1,757,600 shares of the
Company. As the general partner of Crescendo Partners II, Crescendo Investments
II may be deemed to beneficially own the 1,757,600 shares of the Company
beneficially owned by Crescendo Partners II. Crescendo Advisors beneficially
owns 100 shares of the Company. Eric Rosenfeld may be deemed to beneficially own
1,757,800 shares of the Company, consisting of 100 shares held by Eric Rosenfeld
and Lisa Rosenfeld JTWROS, 1,757,600 shares Mr. Rosenfeld may be deemed to
beneficially own by virtue of his position as managing member of Crescendo
Investments II and 100 shares Mr. Rosenfeld may be deemed to beneficially own by
virtue of his position as managing member of Crescendo Advisors.
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Neither Arnaud Ajdler nor John J. Jones beneficially own any shares of
the Company.
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