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. )
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| | 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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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 and adjourned to
August 25, 2006 (the "2006 Annual Meeting") of The Topps Company, Inc., a
Delaware corporation (the "Company").
Item 1: On July 28, 2006, the Company issued the following press
release:
PRESS RELEASE
TOPPS AND THE TOPPS FULL VALUE COMMITTEE REACH SETTLEMENT
Friday July 28, 2:10 pm ET
ANNUAL MEETING ADJOURNED TO FRIDAY, AUGUST 25, 2006
NEW YORK, July 28 /PRNewswire-FirstCall/ -- The Topps Company, Inc. (Nasdaq:
TOPP - NEWS) and The Topps Full Value Committee ("the Committee"), which
includes Pembridge Capital Management and Crescendo Partners, today announced
that prior to the commencement of Topps' annual meeting of stockholders held
today, Friday, July 28, 2006, the parties reached a settlement.
Under the terms of the settlement, Arthur Shorin, Topps' Chairman and Chief
Executive Officer, and the three Committee nominees, Timothy Brog, Arnaud Ajdler
and John Jones, will comprise the Company's revised slate of director nominees
for election at a reconvened annual meeting on August 25, 2006. Topps has agreed
to expand its Board of Directors from nine to ten seats and to solicit proxies
for all four nominees.
The Company also noted that, based on a preliminary vote estimate, at the
meeting Topps' stockholders voted on and approved the amendments to the
Company's Certificate of Incorporation and By-laws to allow for the annual
election of directors and to permit stockholders to call a special meeting, as
well as the appointment of Deloitte & Touche LLP as independent auditors for the
fiscal year ending March 3, 2007.
As a result of the settlement, Topps' annual meeting has been adjourned for the
purposes of electing directors only to Friday, August 25, 2006 at 9:30 AM
Eastern Time at J.P. Morgan Chase & Co., 270 Park Avenue, New York. The meeting
was adjourned to allow the Company additional time to file and mail to all
stockholders revised proxy materials. The record date for stockholders entitled
to vote at the meeting remains June 1, 2006.
About Topps
Founded in 1938, Topps is a leading creator and marketer of distinctive
confectionery and entertainment products. The Company's confectionery brands
include "Ring Pop," "Push Pop," "Baby Bottle Pop" and "Juicy Drop Pop" lollipops
as well as "Bazooka" bubble gum. Topps entertainment products include trading
cards, sticker album collections, and collectible games. For additional
information, visit http://www.topps.com.
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Forward Looking
This release contains forward-looking statements pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Although the
Company believes the expectations contained in such forward-looking statements
are reasonable, it can give no assurance that such expectations will prove to be
correct. This information may involve risks and uncertainties that could cause
actual results to differ materially from the forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, factors detailed in the Company's Securities and Exchange Commission
filings.
Contacts:
For Topps:
The Topps Company, Inc.
Cathy Jessup, CFO
1-212-376-0466
Mackenzie Partners, Inc.
Daniel Sullivan
1-212-929-5940 / 1-800-322-2885
Joele Frank, Wilkinson Brimmer Katcher
Joele Frank / Sharon Goldstein
1-212-355-4449
For The Topps Full Value Committee:
Timothy Brog, President
Pembridge Full Value Opportunity Fund LP
212-557-6150
Eric Rosenfeld, President
Crescendo Partners II, L.P. Series
1-212-319-7676
Source: The Topps Company, Inc.
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