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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/ / 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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(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 July 18, 2006, the Committee issued the following press release:
FOR IMMEDIATE RELEASE
Tuesday, July 18, 2006
ISS RECOMMENDS VOTE FOR TOPPS FULL VALUE COMMITTEE'S ENTIRE SLATE OF DIRECTORS
New York, NY, July 18, 2006 - The Topps Full Value Committee announced today
that Institutional Shareholder Services (ISS), widely recognized as the leading
independent proxy advisory firm, has recommended that stockholders of The Topps
Company, Inc. (NASDAQ - TOPP) vote FOR the Topps Full Value Committee's entire
slate of director nominees on the Topps Full Value Committee's GOLD proxy card
at Topps' Annual Meeting scheduled to be held on July 28, 2006.
In reaching its decision to recommend a vote FOR the Topps Full Value Committee
slate, ISS noted, "shareholders need to ask what will happen if [management's]
strategic restructuring does not work as planned? One positive quarter is not
enough of a track record to erase a lengthy period of underperformance."
ISS concluded "that the presence of the dissidents on the Topps' board would
likely prove beneficial to long-term shareholder value. The long-term financial
and operational performance of the company and the dissidents' skill sets and
track record established both the need for change and the dissidents' ability to
effect change."
Commenting on the report, Timothy Brog, President of Pembridge Capital
Management, said, "ISS demonstrated professionalism, independence and
thoroughness in their review process. We are very pleased ISS concluded that the
Topps Full Value Committee's nominees offered the best solution to maximize
value for stockholders and Topps, and has recommended that stockholders vote for
the Topps Full Value Committee's entire slate of directors."
Eric Rosenfeld, President of Crescendo stated, "We are extremely pleased that
ISS has recommended shareholders vote FOR all three of our nominees. We believe
that this recommendation sends a loud and clear message to Topps' board of
directors -- IT IS TIME FOR CHANGE."
Topps Full Value Committee urges all stockholders to vote for Timothy Brog,
Arnaud Ajdler and John J. Jones as soon as possible by signing and mailing in
their GOLD proxy card and discarding the WHITE proxy card mailed by the current
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Board of Topps. For more information, shareholders can call Timothy Brog at
(212) 557-6150 or the Company's proxy solicitor, D.F. King & Co. Inc. toll-free
at (800) 628-8532.
IT IS TIME FOR A CHANGE!
Contacts:
Timothy Brog Eric Rosenfeld
Pembridge Value Opportunity Fund LP Crescendo Partners II L.P, Series Y
(212) 557-6150 (212) 319-7676
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 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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