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
/X/ Definitive Additional Materials
/ / 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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On June 23, 2006, the Topps Full Value Committee (the "Committee"), together
with the other participants (as defined below), made a definitive 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 business proposals at the 2006 annual
meeting of stockholders scheduled to be held July 28, 2006 (the "2006 Annual
Meeting") of The Topps Company, Inc., a Delaware corporation (the "Company").
Item 1: On June 26, 2006, the following news story was issued by
TheDeal.com:
TOPPS, HEDGE FUNDS DUEL
BY DAVID SHABELMAN
Jun-26-2006
As Topps Co. promotes its affiliation with Dwayne Wade of the National
Basketball Association champion Miami Heat, the trading card manufacturer and
confectioner is feeling heat of a different kind in a proxy battle for seats on
its board of directors.
The so-called Topps Full Value Committee, composed of New York hedge funds
Pembridge Capital Management LLC and Crescendo Partners, fired more salvos at
Topps late last week, accusing the company of using the hedge funds' own
proposals to its own advantage.
The group also put pressure on the company to set a date for its annual meeting.
Topps did so late Friday, scheduling the meeting for July 28 in New York.
Pembridge in April announced that it would run a slate of three candidates for
the Topps. Crescendo Partners joined the fight in May. Together, the hedge funds
own 7.1% of New York-based Topps; Crescendo holds more than 6% of that amount.
Their stake is roughly equal in size to that of company chairman and CEO Arthur
Shorin, who owns 2.9 million shares, or 7.3%. Topps' directors and executives
own an aggregate 12.2%.
In addition to representation on the board, the dissidents have proposed to
eliminate Topps' staggered board, a change that would require all directors to
stand for election annually.
Pembridge and Crescendo also proposed to allow investors who own at least 15% of
the company's outstanding common stock to call a special meeting of
shareholders.
After originally calling Pembridge's proposals defective on the grounds that any
amendment must first receive approval by its board, Topps essentially offered
slightly altered versions of the hedge funds' proposals.
Pembridge president Timothy Brog said Topps is trying to curry favor with
shareholders.
"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," Brog said in a
statement Friday.
Topps said it would seek declassification of board members to require directors
to stand for election every year.
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The change is a sharp reversal from the stance Topps took in 1998 after
shareholders approved a similar proposal. At the time, Topps said
declassification was not in the best interests of shareholders and took no
action on the proposal.
Topps also is proposing shareholders owning 25% of shares can call a meeting
rather than the 15% preferred by Pembridge. That change would take effect only
after Topps' 2007 shareholder meeting.
Pembridge and Crescendo are urging Topps to treat its proposed amendments as
"non-contested" proposals, which allow votes not cast to be counted in favor of
the proposals.
Topps also has dropped a potential challenge of one of the dissident nominees,
John Jones. In May, the company said Pembridge failed to provide information the
company felt was material to Jones' evaluation. But in a recent regulatory
filing, Topps indicated it would not dispute his nomination.
A Topps spokeswoman declined to comment, but in a presentation to shareholders
included in a recent regulatory filing, Topps criticized the dissidents, calling
Crescendo a "short-term, opportunistic investor."
In the filing, Topps also highlighted the fact that it returned $76 million to
shareholders over the past five years in dividends and share repurchases. The
company said it has made "considerable progress" since implementing a
reorganization last September following a thorough review of its businesses.
Although Pembridge and Crescendo would hold only three of the nine positions on
Topps' board if their candidates are elected, the investment firms have vowed to
push management to explore selling all or part of the company, repurchase common
stock, reduce executive compensation and improve corporate governance.
Last year, Topps hired Lehman Brothers Inc. to explore the sale of its
confectionery business, but ended the process when it could not find a buyer
willing to meet its price.
In regulatory filings, Topps disclosed it would be spending "in excess of
$500,000" in connection with the proxy fight and up to $175,000 more to proxy
solicitation firm MacKenzie Partners Inc. of New York.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
THE TOPPS FULL VALUE COMMITTEE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC") ON JUNE 23, 2006 A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING GOLD
PROXY CARD 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
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AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
STOCKHOLDERS ARE 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 MAY 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.
* * * * *
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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