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)
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| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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or the form or schedule and the date of its filing.
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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 20, 2006, the Committee issued the following press
release:
FOR IMMEDIATE RELEASE
Thursday, July 20, 2006
PROXY GOVERNANCE, INC. RECOMMENDS VOTE FOR ENTIRE TOPPS
FULL VALUE COMMITTEE SLATE OF DIRECTORS
SECOND PROXY ADVISORY FIRM RECOMMENDING VOTE FOR ALL OF
TOPPS FULL VALUE COMMITTEE'S NOMINEES
New York, NY, July 20, 2006 - The Topps Full Value Committee (the "Committee")
announced today that PROXY Governance, Inc. (PGI) has recommended that
stockholders of The Topps Company, Inc. (NASDAQ - TOPP) vote FOR the Committee's
slate of three director nominees at Topps' Annual Meeting scheduled to be held
on July 28, 2006. PGI is the second independent proxy advisory firm this week to
recommend that Topps' institutional stockholders vote for all of the Committee's
director nominees.
PGI's analysis determined that "the company has underperformed peers over the
past five years" and that it "has also significantly lagged peers and the S&P
1500 with regard to the other three financial metrics (cash flow from
operations/equity, ROE, and revenues/expenses)." In addition, PGI stated that
they "lack confidence that the Board is truly independent and acting in the best
interests of shareholders.... [and] believe that board changes are necessary and
we believe that the dissident nominees present a viable alternative to a
sedentary board."
In its rationale for supporting all of the Committee's nominees, PGI wrote, "We
believe that proper board oversight of management is somewhat lacking and
believe that the board is entrenched. Given analyst opinion, we believe that the
dissidents have demonstrated that significant change...is necessary at this time
to maximize shareholder value. Therefore, we support the dissidents' slate of
directors."
Furthermore, PGI wrote, "we have concerns regarding the current board
composition, its efforts to improve corporate governance, and the effects these
events may have on the future value of the company....Given current board
entrenchment, failure to address the company's poor performance in a timely
manner, and lack of senior management changes, we believe that a fresh and
active perspective on the board is needed at this time."
Timothy Brog, President of Pembridge Capital Management, said, "We are delighted
with PGI's recommendation that Topps' stockholders support ALL of the
Committee's nominees. PGI has raised the exact same concerns that we have been
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focused on throughout this election process and we echo PGI's sentiments that a
fresh and active perspective on the Topps' board of directors is needed at this
time."
Eric Rosenfeld, President of Crescendo stated, "The writing is on the wall that
change is needed on the Topps' board of directors. We urge all stockholders to
vote FOR our highly qualified nominees."
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
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
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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.