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 21, 2006, the Committee issued the following press release:
FOR IMMEDIATE RELEASE
Friday, July 21, 2006
GLASS, LEWIS & CO. IS THE THIRD PROXY ADVISORY FIRM TO RECOMMEND
THAT INVESTORS VOTE FOR THE ENTIRE TOPPS FULL VALUE COMMITTEE
SLATE OF DIRECTORS
JOINS ISS AND PROXY GOVERNANCE, INC. IN RECOMMENDING VOTE FOR ALL OF
TOPPS FULL VALUE COMMITTEE'S NOMINEES
New York, NY, July 21, 2006 - The Topps Full Value Committee (the "Committee")
announced today that Glass, Lewis & Co. (Glass Lewis), a highly regarded
independent proxy advisory firm, has recommended that stockholders of The Topps
Company, Inc. (NASDAQ - TOPP) vote FOR the Committee's entire slate of director
nominees at Topps' Annual Meeting scheduled to be held on July 28, 2006. The
recommendation by Glass Lewis to support the Committee's entire slate of
nominees makes it the third independent proxy advisor to give full support to
the Committee. Earlier this week, Institutional Shareholder Services (ISS) and
PROXY Governance, Inc. recommended that their institutional clients vote for all
of the Committee's director nominees.
In its analysis, Glass Lewis concluded, "We are most troubled by the board's
failure to take action to the benefit of shareholders. The Topps board of
directors has presided over an extended period of poor operating performance and
we note that its compensation practices are egregious. Further, we are troubled
regarding the governance structure of the board which may contribute to, what
is, in our opinion, a lack of oversight on the board."
Glass Lewis agreed with the Committee's belief that compensation to management
is excessive and not tied to the operating performance of the Company. Glass
Lewis stated, "Reviewing the compensation history of Topps, we agree with the
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Committee's assertion that Topps' executives have been highly compensated.
Specifically, we note that management received a D grade in the Glass Lewis
Pay-for-Performance model in two of the last three years (2004 and 2006)."
Timothy Brog, President of Pembridge Capital Management, said, "The unanimous
support from ISS, PROXY Governance and now Glass Lewis sends a clear message to
all Topps' stockholders that IT IS TIME FOR A CHANGE. What pleases me the most
is that each one of these proxy advisory firms recommended that investors vote
for all THREE of our highly qualified nominees."
Eric Rosenfeld, President of Crescendo stated, "We are extremely delighted with
the Glass Lewis recommendation and for the fact that every independent proxy
advisory firm that issued a report has advised its institutional clients to
support our nominees. I urge all stockholders to follow the INDEPENDENT
recommendations by Glass Lewis, ISS and PROXY Governance, Inc. and to vote FOR
all THREE of our highly qualified director nominees on the GOLD proxy card."
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!
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Contacts:
Timothy Brog
Pembridge Value Opportunity Fund LP
(212) 557-6150
Eric Rosenfeld
Crescendo Partners II L.P, Series Y
(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
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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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