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)
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/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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previously. Identify the previous filing by registration statement number, or
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On May 17, 2006, the Topps Full Value Committee (the "Committee"),
together with the other participants (as defined below), made a preliminary
filing with the Securities and Exchange Commission ("SEC"), as subsequently
amended on May 30, 2006 and June 19, 2006, 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 (the "2006 Annual Meeting") of The Topps Company, Inc.,
a Delaware corporation (the "Company").
Item 1: On June 23, 2006, the Committee issued the following press
release:
FOR IMMEDIATE RELEASE
Friday, June 23, 2006
TOPPS FULL VALUE COMMITTEE IS PLEASED THAT TOPPS
REVERSED ITS POSITION AND ADOPTED OUR PROPOSALS
URGES THE COMPANY TO STOP DISENFRANCHISING
ITS SHAREHOLDERS AND ANNOUNCE THE DATE, TIME AND PLACE
OF THE 2006 ANNUAL MEETING WITHOUT FURTHER DELAY
New York, NY, June 23, 2006 - In a notice delivered to The Topps Company, Inc.
(NASDAQ - TOPP) ("Topps") on April 28, 2006, the Topps Full Value Committee (the
"Committee") proposed that shareholders vote on the declassification of the
Board of Directors and on the right of shareholders to call a special meeting.
At first, Topps stated that it was going to rule our proposals out of order when
presented at the 2006 Annual Meeting. In a sudden reversal of its position,
Topps is now submitting to shareholders our proposals (although with certain
modifications which further entrench the existing Board). The Committee welcomes
this reversal and endorses these proposals. The Committee strongly urges that
the Board agree that the amendments to the Restated Certificate of Incorporation
be treated as non-contested proposals allowing broker non-votes to be counted in
favor of these proposals, making their adoption more likely.
"Although we are pleased that the Company decided to adopt our proposals, it is
unfortunate that the current Board is using them as a defensive tactic in an
attempt to sway shareholders' votes and further entrench itself," said Timothy
Brog, President of Pembridge Capital Management.
Eric Rosenfeld, President of Crescendo said, "I believe that fresh voices on the
Board of Topps are necessary to improve operations, capital allocation and
corporate governance and to focus on increasing shareholder value. The adoption
of our proposals by the Company is just the first of many positive contributions
that our nominees will bring to the table."
The Committee also requests that the Company IMMEDIATELY announce the date, time
and place of and the record date established for the 2006 Annual Meeting so that
Topps' shareholders have sufficient time to make a decision, vote their shares
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and make plans to attend. We call upon the Board to stop playing games and to
announce this vital information to shareholders without further delay. We
question whether this is another attempt by the Board and management to entrench
themselves at the expense of their own shareholders.
IT IS TIME FOR A CHANGE!
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
THE TOPPS FULL VALUE COMMITTEE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") ON MAY 17, 2006 A PRELIMINARY PROXY STATEMENT AND ACCOMPANYING GOLD
PROXY CARD, AS SUBSEQUENTLY AMENDED, TO BE USED TO SOLICIT VOTES FOR THE
ELECTION OF ITS SLATE OF DIRECTOR NOMINEES AND CERTAIN BUSINESS PROPOSALS FOR
USE AT THE 2006 ANNUAL MEETING. THE COMMITTEE STRONGLY ADVISES ALL TOPPS
STOCKHOLDERS TO READ THE PROXY STATEMENTS AND OTHER PROXY MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
STOCKHOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE PROXY STATEMENT FILED
WITH THE SEC BY THE TOPPS FULL VALUE COMMITTEE THROUGH THE WEBSITE MAINTAINED BY
THE SEC AT WWW.SEC.GOV. IN ADDITION, INVESTORS WILL BE ABLE TO OBTAIN FREE
COPIES OF THE PROXY STATEMENT FROM THE TOPPS FULL VALUE COMMITTEE BY CONTACTING
TIMOTHY BROG, PEMBRIDGE CAPITAL, 708 THIRD AVENUE, NEW YORK, NY 10017 OR BY
CALLING D.F. KING & CO., INC. AT (800) 628-8532.
THE PARTICIPANTS IN THE PROXY SOLICITATION ARE PEMBRIDGE VALUE OPPORTUNITY FUND
LP, A DELAWARE LIMITED PARTNERSHIP, PEMBRIDGE CAPITAL MANAGEMENT LLC, A DELAWARE
LIMITED LIABILITY COMPANY, TIMOTHY E. BROG, CRESCENDO PARTNERS II, L.P., SERIES
Y, A DELAWARE LIMITED PARTNERSHIP, CRESCENDO INVESTMENTS II, LLC, A DELAWARE
LIMITED LIABILITY COMPANY, CRESCENDO ADVISORS LLC, A DELAWARE LIMITED LIABILITY
COMPANY, ERIC ROSENFELD, ARNAUD AJDLER AND JOHN J. JONES.
INFORMATION CONCERNING THE PARTICIPANTS AND THEIR INTERESTS IN THE SOLICITATION
IS SET FORTH IN THE PROXY STATEMENT FILED WITH THE SEC.
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Contacts:
Timothy Brog Eric Rosenfeld
Pembridge Value Opportunity fund LP Crescendo Partners II L.P, Series Y
(212) 557-6150 (212) 319-7676
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